Effective as of August 19, 2022
Agreement to Terms of Use:
These Terms of Use (“Terms of Use”) apply to the Dental Intelligence, Inc. (“Dental Intel”) websites located at www.dentalintel.com, www.localmed.com and www.modento.io, as well as any other related websites of Dental Intel (collectively, the “Website”). These Terms of Use apply to all Website visitors. In addition to these Terms of Use, if you are using an online subscription service or software app provided by Dental Intel (“Subscription Service”), such as the online patient scheduling service or practice management software, you must also agree to Dental Intel’s Terms of Service for that Subscription Service.
BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THIS WEBSITE OR THE SUBSCRIPTION SERVICE. Please read these Terms of Use carefully. Dental Intel reserves the right to update and make changes to these Terms of Use at any time, in its sole discretion. Such changes are effective immediately upon being posted to the Website, unless otherwise specified by Dental Intel. It is your responsibility to refer back to this page from time to time for any such updates or changes.
Subject to your compliance with these Terms of Use, Dental Intel grants you a limited, personal, non-exclusive, non-transferable and revocable right and license to access and use the Website and its contents. The Website provides information and certain services related to Dental Intel’s software and its services.
Privacy:
The Website supports Dental Intel’s Subscription Service and provides information to patients and businesses. To operate the Website and Subscription Service as intended, Dental Intel collects and processes personal information and data. Please refer to Dental Intel's Privacy Policy, which is incorporated into these Terms of Use, and informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. However, you understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Dental Intel cannot ensure or warrant the security of any information transmitted to us.
No Medical Advice Provided:
You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, and other materials that are provided to you on this Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition. All information on this Website is for informational and scheduling purposes only. Dental Intel is not responsible or liable for information on this Website or in the Subscription Service provided by independent medical professionals or other third parties. If you rely on any such information, you do so solely at your own risk. Dental Intel does not recommend or endorse any specific tests, doctors, dentists, health care providers, procedures, opinions, or other information that may appear on the Subscription Service or Website.
Your Dental Intel Account:
Some features of the Website will require you to set up an account with Dental Intel, such as using the Subscription Service or providing reviews of service providers. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers or devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify Dental Intel of any unauthorized use of your account of which you become aware. You agree that Dental Intel is not responsible for third party access to your account that results from theft or misappropriation of your account. You may not allow another person to use your account, or assign or transfer your account to any other person or entity, without Dental Intel’s prior written consent.
Your Warranties and Restrictions on Use of Website and Dental Intel Materials:
As a condition of your use of the Website, you warrant to Dental Intel that you will not use the Website or Dental Intel Materials (as defined in the “Ownership” section below) for any purpose that is unlawful or that is prohibited by these Terms of Use. Without limiting this warranty, you specifically agree:
Indemnification:
You will indemnify and hold harmless Dental Intel and our affiliates, officers, agents, employees, customers, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Website or Dental Intel Materials, or your violation of these Terms of Use, unless such claim, loss or damage arises solely out of Dental Intel’s or its employees’ or agents’ negligence or wrongdoing.
Suspension or Termination of Account or Website Access:
Dental Intel reserves the right, in its sole discretion, to suspend or terminate your account or your access to the Website, to terminate or delete any content (including your User Content) or Dental Intel Materials, and/or to cease providing any related services at any time, without notice and without any liability to you, for any reasonable cause, including without limitation your breach of these Terms of Use, requests by law enforcement or other government agencies, discontinuance or modification of the Website, or technical problems.
Third Party Linked Sites and Services:
The Website and Subscription Service may provide links to websites of third parties (“Linked Sites”) for the purposes of providing certain services or information. Such Linked Sites may include service provider’s websites, social media, credit card processing, and seminar/webinar registration sites, as well as links contained in advertisements, including banner advertisements and sponsored links, and any links provided as automated search results. The Linked Sites are not operated or controlled by Dental Intel, and Dental Intel is not responsible for any of the contents of any Linked Sites, including any additional links contained in a Linked Site, or for any products or services provided by such third parties. Dental Intel is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Dental Intel of the site or any association with the owners or operators of the Linked Site. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. You acknowledge and agree that Dental Intel is not responsible or liable for the content or accuracy of any other website.
Your personal data and information may be shared with the third parties who provide services to Dental Intel and our customers, including Linked Sites (for example, credit card processors), where permitted by law, subject to your consent if required by law or by the Privacy Policy. Please see the Privacy Policy for additional details.
Linking to the Website and Social Media Features
You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express, written consent.
The Website may provide certain social media features that enable you to:
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must not contain false, misleading, defamatory, infringing, illegal, obscene, offensive, harassing, violent, inflammatory or otherwise objectionable material.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may also disable all or any social media features and any other links at any time without notice in our sole discretion.
Integrations between the Subscription Services and SocialSwell, Inc.
You may elect to enable an integration between our Subscription Services and SocialSwell, Inc. (“Swell”). If you do so, prior to being able to access or use the Swell services, you will be required to adhere to the Swell End User License Agreement (“EULA”)(currently located at https://www.swellcx.com/legal/eula), which may be modified by Swell from time to time, governing your access and use of the Swell Services. Your ongoing access and use of the Swell services will be subject to your agreeing to any changes to the EULA.
Swell requires that it have the unrestricted right to use or incorporate into the Swell services any suggestions, enhancement requests, recommendations or other feedback provided by you, without any obligation or liability to you. You shall have no obligation to provide any such suggestions, enhancement requests, recommendations or other feedback to Swell.
Swell may from time to time make available additional features to the Swell services at an additional cost which may, at your election, be added to the Swell services. Additionally, Swell may from time to time modify or change the features and functionality of the Swell services, provided that it will not materially degrade the features and functionality of the Swell services without at least one hundred eighty (180) days prior written notice to Dental Intel.
Swell requires that it have the right to use Aggregated Data for Swell’s internal business purposes (such as improvement, enhancement, diagnostic, forecasting, planning and corrective purposes and to further develop the Swell services) and to disclose Aggregated Data in Swell’s public statements and marketing materials describing and/or promoting the Swell services. “Aggregated Data” means any data or information (including data and information derived from Personal Data provided by you) that: (a) has been anonymized, (b) does not identify an individual and cannot be used to identify an individual, and (c) is not attributable to you or Dental Intel. This Aggregated Data may be combined with other data.
Integrations between the Subscription Services and Wisetack
You may elect to enable an integration between our Subscription Services and Wisetack, Inc. (“Wisetack”). If you do so, prior to being able to access or use the Wisetack services, if you are a merchant, you will be required to enter into a Merchant Agreement with Wisetack (“Merchant Agreement”)(currently located at https://www.wisetack.us/#/merchants), which may be modified by Wisetack from time to time, governing your access and use of the Wisetack Services. If you are a consumer of Wisetack services through a merchant, your access to and use of the Wisetack Services may be subject to additional terms presented to you by Wisetack or the relevant merchant at the time of your interaction with the Wisetack Services.
Integrations between the Subscription Services and Vyne Trellis
You may elect to enable an integration between our Subscription Services and National Electronic Attachment, Inc. doing business as Vyne Trellis (“Vyne Trellis”). If you do so, prior to being able to access or use the Vyne Trellis services, you will be required to agree to the Vyne Trellis Terms and Conditions (“Vyne Trellis Terms”)(currently located at https://vynedental.com/terms/), which may be modified by Vyne Trellis from time to time, governing your access and use of the Vyne Trellis services.
Use of Other Third Party Integrations
You may elect to enable other integrations between our Subscription Services and third parties in the future. If you do so, you are likely to be required to agree to the End User License Agreement of such third parties at the time of enablement of the integration. If you choose not to accept the terms of such End User License Agreements, do not use the applicable integration.
Ownership:
All content and materials on the Website or made available through the Website, including articles, videos, text, software, graphics, logos and images (“Dental Intel Materials”), are the property of Dental Intel or its customers, suppliers or licensors. All Dental Intel Materials are protected by copyright and/or other laws that protect intellectual property and proprietary rights. You agree to comply with and not remove all copyright and other proprietary notices, legends or other restrictions applicable to any Dental Intel Materials.
Your User Content remains your property, subject to the rights of use contained in these Terms of Use and the Privacy Policy. If you provide any suggestions, ideas or feedback to Dental Intel (“Feedback”), Dental Intel shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into Dental Intel’s software, products and services.
Disclaimer of Warranties:
EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN DENTAL INTEL AND YOU OR YOUR ORGANIZATION IN A LICENSE AGREEMENT OR OTHER CONTRACT, THE WEBSITE, ITS CONTENTS, AND ALL DENTAL INTEL MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES AND WITH ALL FAULTS, AND DENTAL INTEL AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. DENTAL INTEL DOES NOT WARRANT THAT THE WEBSITE, DENTAL INTEL MATERIALS OR ITS SERVICES ARE ERROR-FREE. YOU AGREE THAT DENTAL INTEL IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION OR MARKETING MATERIALS OF SERVICE PROVIDERS THAT MAY APPEAR ON THE WEBSITE OR IN THE SUBSCRIPTION SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DENTAL INTEL OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITTEN AGREEMENT SIGNED BY DENTAL INTEL, IN NO EVENT SHALL DENTAL INTEL OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR LIABILITIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, THE WEBSITE, THE SUBSCRIPTION SERVICE OR YOUR USE THEREOF, INCLUDING FAILURE OR INADEQUACY OF OR INABILITY TO USE THE WEBSITE, SUBSCRIPTION SERVICE OR OTHER DENTAL INTEL MATERIALS OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DENTAL INTEL OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, THE SUBSCRIPTION SERVICE, ANY DENTAL INTEL MATERIALS, OR ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND SUBSCRIPTION SERVICE.
Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these disclaimers or limitations may not apply to you.
Copyright Infringement and Takedown Notices:
We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Website are infringing, please notify us as specified in the “Dental Intel Contact Information” section below. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws.
Trademarks:
The Dental Intelligence and Dental Intel trade names, the LocalMed and Modento trademarks, the Dental Intel, LocalMed and Modento logos and all related names, logos, product and service names, designs and slogans (“Trademarks”) are registered or unregistered trademarks and service marks of Dental Intel, its service provider customers, and other third parties. All other Trademarks on the Subscription Service or Website are the trademarks of their respective owners. Dental Intel’s use of a third party’s Trademark or content on this Website does not indicate any endorsement by Dental Intel of such third party or its products or services. You are not granted any right or license to use the Trademarks of Dental Intel or others that appear on this Website, other than for authorized business purposes.
International Users:
The Website is controlled, operated and administered by Dental Intel from our offices within the USA. If you access the Website from a location outside the USA, you are solely responsible for compliance with all local laws.
General Terms:
These Terms of Use are governed by the laws of the State of Utah, without regard to any conflicts of laws provisions. You consent to the exclusive jurisdiction and venue of courts in Utah in all disputes arising out of or relating to the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this section.
Dental Intel’s provision of the Website and its other products and services is subject to existing laws and legal process, and nothing contained in these Terms of Use limits Dental Intel’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or your User Content.
If any provision of these Terms of Use is held by a court or other authority to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary or replaced with a valid provision that best embodies the intent of these Terms of Use, or if it cannot be so modified, then severed, and the rest of these Terms of Use shall remain in full force and effect.
These Terms of Use, together with the Privacy Policy and, if applicable, Subscription Terms of Service, constitute the entire agreement between you and Dental Intel with respect to the Website and its contents, including the Subscription Service, and supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and Dental Intel with respect to the Website. If Dental Intel and you or your organization have entered into a separate written contract regarding the Subscription Service covering substantially similar matters as set forth in the Subscription Terms of Service below, that separate, signed contract will have priority over these Terms of Use and the Subscription Terms of Service set forth below in the event of a conflict.
Dental Intel’s failure to enforce or exercise any provision of these Terms of Use is not a waiver of that provision. Any course of conduct between you and Dental Intel will not be deemed to modify any provision of these Terms of Use. Except as otherwise stated at the beginning of these Terms of Use, these Terms of Use may be modified or amended only by a separate written agreement signed by an authorized official of Dental Intel.
You agree to receive all notices and communications from Dental Intel regarding the Subscription Service by electronic means, which include email and notices posted on the Website or in the portal to the Subscription Service. Such electronic communications may include, but are not limited to, notices of scheduled downtime, notices or disclosures that federal or state laws or regulations require that Dental Intel provide to its customers, and any other communications regarding your relationship with Dental Intel. You acknowledge that you are able to retain such electronic communications by printing them or downloading and saving them. You agree that such electronic notices are reasonable and proper notice for the purpose of any applicable laws and regulations, including that communications be provided in writing and/or in a form that you may keep.
Dental Intel Contact Information:
You may send us notices, questions or comments regarding these Terms of Use at the following:
Dental Intelligence, Inc.
2100 W Pleasant Grove Blvd., Suite 400
Pleasant Grove, UT 84062
Legal Notices (including infringement or privacy matters): legal@dentalintel.com (with a copy to Dental Intel’s street address above, Attention: Legal Operations)
SUBSCRIPTION SERVICE TERMS OF SERVICE
PATIENT TERMS OF SERVICE
THESE PATIENT TERMS OF SERVICE (“TERMS OF SERVICE”) ARE A PART OF THE SUBSCRIPTION SERVICE TERMS OF SERVICE AND FORM LEGAL AGREEMENT BETWEEN YOU (“SUBSCRIBER”, “PATIENT” OR “YOU”) AND DENTAL INTELLIGENCE, INC. (“DENTAL INTEL” OR “WE”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCEPTING THEM AND SUBSCRIBING TO USE DENTAL INTEL’S ONLINE PATIENT SCHEDULING SUBSCRIPTION SERVICE (THE “SUBSCRIPTION SERVICE”) AND ITS ASSOCIATED SOFTWARE (THE “SOFTWARE”). THESE TERMS SET FORTH YOUR LEGAL RIGHTS AND OBLIGATIONS RELATED TO DENTAL INTEL’S SUBSCRIPTION SERVICE. WE MAY MODIFY THESE TERMS OF SERVICE AT ANY TIME IN OUR SOLE DISCRETION INCLUDING THE MODIFICATION OF APPLICABLE FEES, BY POSTING AMENDED TERMS TO THE WEBSITE, IN THE SUBSCRIPTION SERVICE, OR BY SENDING YOU AN EMAIL TO THE EMAIL ADDRESS YOU PROVIDED TO US UPON SIGNING UP. YOUR CONTINUED USE OF THE SUBSCRIPTION SERVICES THEREAFTER SHALL CONSTITUTE YOUR ACCEPTANCE OF ALL REVISIONS, MODIFICATIONS AND AMENDMENTS TO THESE TERMS OF SERVICE. YOU SHOULD PERIODICALLY REVIEW THESE TERMS OF SERVICE FROM TIME TO TIME ON THIS WEBSITE. BY CLICKING “I AGREE” OR BY USING THIS ONLINE SUBSCRIPTION SERVICE AND ITS SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT USE THIS SUBSCRIPTION SERVICE. IF YOU DO NOT ACCEPT NEW, MODIFIED OR AMENDED TERMS OF USE, CEASE USE OF ANY AND ALL OF THE SUBSCRIPTION SERVICES AND NOTIFY US IN WRITING.
In consideration of Dental Intel’s provision of the Subscription Service and related services to you, you agree with Dental Intel as follows:
1. Access and Use of the Subscription Service
These Terms of Service, which include and hereby incorporate Dental Intel’s Privacy Policy and any other documents they expressly incorporate by reference, govern your access to and use of the Subscription Service, including any content, functionality and services offered on or through www.dentalintel.com, www.localmed.com or www.modento.io (the “Website(s)”). As a Subscriber, you will have access to the Software and materials made available through the Subscription Service by Dental Intel.
This Subscription Service is offered and available only to users who are over 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Subscription Service, you represent and warrant that you are of legal age to form a binding contract with Dental Intel and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Subscription Service.
If you use the Subscription Service on behalf of any person under the age of 13 and provide such child’s personal data to Dental Intel, you must be the parent or guardian of such minor child, or have the required consent from the child’s parent or guardian to provide the child’s personal data to Dental Intel and authorize Dental Intel to process the personal data of such minor. we require the Customer to obtain the requisite consent from the parent or guardian of the minor. You hereby represent to Dental Intel that you are the parent or guardian of any child whose personal data will be input into the Subscription Service, or that you have their consent to do so. Children under age 13 may not use the Subscription Service without their parent’s or guardian’s authorization.
In all other cases, if you are registering an account or using the Subscription Service on behalf of an individual or entity other than yourself, such as a spouse or a child over age 13, you represent that (i) you are authorized by such individual or entity to accept these Terms of Service on such individual or entity's behalf; or (ii) in the case of a child over age 13, that you are the child’s parent or guardian or have the child’s, parent’s or guardian’s consent to accept the Terms of Service on their behalf and provide the child’s personal information to the service. Registration for Services or use of the Subscription Service is void where prohibited by applicable law, and your right to access the Subscription Service is revoked in those jurisdictions.
2. About the Website
Everything offered on the Website is referred to in these Terms of Service collectively as the “Services” or “Subscription Services”. Some of what is on the Website is viewable without registering, but to actively participate or store your information, you must register as a member and authorize the use and disclosure of your personal and health information for purposes of allowing us to provide the Services.
You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, and other materials (collectively, “Information”) that is provided to you on the Subscription Service or Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such Information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition.
3. No Medical Advice Is Provided
The Information that you obtain or receive from the Subscription Service or Website, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise is for informational and scheduling purposes only. All medically related information comes from independent health care professionals or organizations. If you access any Information on the Subscription Service or Website, that Information is (i) provided by independent health care professionals and organizations, (ii) for informational purposes only, and (iii) does not establish any patient/doctor relationship.
THE INFORMATION PROVIDED THROUGH THE SUBSCRIPTION SERVICE AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH THE WEBSITE IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF INFORMATION YOU MAY HAVE READ OR SEEN ON THE SUBSCRIPTION SERVICE OR WEBSITE. DO NOT USE THE SUBSCRIPTION SERVICE OR WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. YOUR USE OF INFORMATION PROVIDED ON THE SUBSCRIPTION SERVICE OR WEBSITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SUBSCRIPTION SERVICE OR WEBSITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
We do not recommend or endorse any specific tests, doctors, dentists, health care providers, procedures, opinions, or other information that may appear on the Subscription Service or Website. If you rely on any of the Information provided by or on the Subscription Service or Website, you do so at your own risk.
4. No Doctor-Patient Relationship
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SUBSCRIPTION SERVICE OR WEBSITE OR THROUGH ANY OTHER COMMUNICATIONS FROM DENTAL INTEL, INCLUDING, BUT NOT LIMITED TO, THE SCHEDULING OF AN APPOINTMENT WITH A PROVIDER AND/OR MEDICAL/HEALTHCARE RELATED MATERIALS ON THE SUBSCRIPTION SERVICE OR WEBSITE, LINKS TO OTHER SITES OR ANY INFORMATION OR ASSISTANCE PROVIDED ON OR THROUGH THE SUBSCRIPTION SERVICE OR WEBSITE TO HELP YOU SCHEDULE AN APPOINTMENT WITH A MEDICAL PROFESSIONAL OR SPECIALIST IN ANY FIELD.
DENTAL INTEL MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OF ANY MEDICAL PROFESSIONAL OR SPECIALIST OR OTHER INFORMATION HEREIN. FURTHERMORE, DENTAL INTEL DOES NOT IN ANY WAY ENDORSE ANY INDIVIDUAL DESCRIBED HEREIN. IN NO EVENT WILL DENTAL INTEL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION. DENTAL INTEL WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY MEDICAL PROFESSIONAL OR SPECIALIST, WHETHER LISTED ON THIS SITE OR NOT.
Dental Intel has no control over, and cannot guarantee the availability of, any Provider at any time. Dental Intel will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Subscription Service, Website or Services whatsoever.
Dental Intel strongly advises, and you agree that you will perform your own investigation prior to selecting a health care professional by making confirming telephone calls to the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular health care professional, doctor, dentist or other health care provider (collectively, “Provider”) by confirming with the Provider's office, your current Provider, the medical association relative to the Provider's specialty and your state medical board.
5. Important Information About Provider Relationships and Lists
In connection with using the Subscription Service, Website and the Services to locate and schedule appointments with medical or health care professionals, you understand that:
• YOU ARE SOLELY RESPONSIBLE FOR CHOOSING YOUR OWN PROVIDER. • Dental Intel only lists Providers who have paid a fee and signed a contractual agreement with Dental Intel. • Dental Intel will provide you with lists of Providers who have stated that they are suitable to deliver the health care service that you are seeking based solely on information that you provide to Dental Intel and based on your user settings (such as insurance information, proximity to your geographical location, and specialty of the Provider). The lists may be based on other criteria (including, for example, Provider availability, past selections by and/or ratings of Providers by you or by other Subscription Service users, and past experience of Subscription Service users with Providers). However, Dental Intel does not recommend or endorse any Provider, does not make any representations or warranties with respect to these Providers or the quality of the healthcare services they may provide, and does not receive any additional fees from Provider for featuring them through the Services. • Dental Intel DOES NOT investigate any Provider to determine whether they hold active medical licenses or certifications necessary to practice any specialty or services. Additionally, while Dental Intel may receive information regarding any Provider's medical license or certification status or information regarding inappropriate or unprofessional conduct, Dental Intel does not have any obligation to investigate any such information received and does not have any obligation to update any listings based on any such information. • If you elect to enter information into a medical history form (“Medical History Form”) on behalf of yourself or a third party from whom you have received authorization to provide such information, on your request you authorize Dental Intel to provide such information to the Provider you specify. You also acknowledge and agree that such information will be reviewed and approved by you or someone authorized on your behalf at the time of your appointment to ensure its accuracy. Further, you acknowledge that Dental Intel may use the data or information you provide on a Medical History Form in accordance with these Terms of Service.
6. Editorial Control
Dental Intel may, but has no obligation to, have Information posted on the Subscription Service or Website reviewed by Dental Intel personnel. The timeliness and accuracy of any or all of the Information is not guaranteed. Neither Dental Intel, the authors, Dental Intel personnel, nor any other party who may have been involved in the preparation or publication of any Information assures you that the Information contained on or through the Subscription Service or Website is accurate or complete. Furthermore, Dental Intel, the authors, Dental Intel personnel or any other party who may have been involved in the preparation or publication of any Information is/are not responsible for any errors or omissions or for the results obtained from the use of any Information.
Dental Intel strongly encourages you to and you agree to independently confirm the Information contained on or through the Subscription Service and Website with other sources and to seek the advice of a qualified physician or other health care provider.
INFORMATION ON PROVIDERS: Provider and practice information found on or through the Subscription Service and Website is intended for general reference purposes only. Provider information found on or through the Subscription Service and Website is self-reported by the Provider and/or the Provider's staff and is not confirmed by Dental Intel. This information often changes frequently and may become out of date or inaccurate. Neither the Subscription Service, Website nor Dental Intel provides any advice or qualification certification for or about any Provider. You must independently verify any information to ensure it is accurate and up to date.
PROCEDURE/PRODUCT INFORMATION AND SERVICES: The procedures, products, services and devices discussed and/or advertised on the Subscription Service and Website are not applicable to all individuals, patients, or all clinical situations. Dental Intel makes no claims as to the effectiveness of any such procedures, products, services or devices. Any products and/or services represented on or through the Subscription Service or Website by advertisers, sponsors, other Subscription Service users, either paid or unpaid, or by Providers or other sources are included for your awareness and do not imply that they are appropriate for any particular individual or prediction of effectiveness, outcome or success.
7. Personal Information and Privacy
To operate the Subscription Service and Website as intended, Dental Intel collects and processes personal data. Please refer to Dental Intel’s Privacy Policy, which is incorporated into these Terms of Service, and informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. You understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Dental Intel cannot ensure or warrant the security of any information transmitted to us.
If you choose, or you are provided with, a username, password or any other piece of information as part of Dental Intel's security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree to immediately notify Dental Intel of any unauthorized use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Dental Intel has the right to disable any user identification code or password, whether chosen by you or provided by Dental Intel, at any time, in Dental Intel's sole discretion for any or no reason, including, if in Dental Intel's opinion, you have failed to comply with any provision of these Terms of Service.
The Subscription Service tracks metadata and other usage data related to your and other users’ use of the Subscription Service (“Usage Data”) and shares such data with Dental Intel. Dental Intel shall own such Usage Data, other than the personal data incorporated therein. You agree that Dental Intel has the perpetual right to collect, aggregate, use, distribute and sell such Usage Data for any legal purpose, including without limitation for the purposes of providing services and improving the Subscription Service and Dental Intel’s products and services generally. Dental Intel may retain and use Usage Data permanently. To the extent such Usage Data contains any individually identifiable data or personal data, Dental Intel shall not sell or otherwise provide such Usage Data to any third party unless the data been anonymized (e.g., no name or address attached to the particular data) and/or aggregated with other users’ data, so that it is not identifiable as to any particular person. Notwithstanding the foregoing, Dental Intel may share Usage Data in its original form as necessary or appropriate to provide Services to you or to comply with its legal obligations.
8. Your Responsibilities:
You will be solely responsible for the payment of any fees required by any Provider with which you schedule an appointment, including, but not limited to, fees for a missed appointment.
You are solely responsible for all use of the Subscription Service, including any use of the Subscription Service with your username and password by others.
9. Modifying or Terminating Subscription Service and Account Security
We reserve the right to withdraw or modify the Subscription Service, and any service or material we provide on the Subscription Service, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Subscription Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Subscription Service, or the entire Subscription Service, to users, including registered users.
You are responsible for:
• Making all arrangements necessary for you to have access to the Subscription Service. • Ensuring that all persons who access the Subscription Service through your internet connection are aware of these Terms of Service and comply with them. • To access the Subscription Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Subscription Service that all the information you provide on the Subscription Service is correct, current and complete.
10. Intellectual Property Rights
The Subscription Service, Website and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Dental Intel, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Subscription Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Subscription Service or Website, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. • You may store files that are automatically cached by your Web browser for display enhancement purposes. • You may print or download one copy of a reasonable number of pages of the Subscription Service or Website for your own personal, non-commercial use and not for further reproduction, publication or distribution. • If Dental Intel provides desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. • If we provide social media features with certain content, you make take such actions as are enabled by such features.
You must not:
• Modify copies of any materials from this site. • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text. • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Subscription Service or Website. • Access or use for any commercial purposes any part of the Subscription Service or Website or any services or materials available through them.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Subscription Service or Website in breach of the Terms of Service, your right to use the Subscription Service and Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Subscription Service or Website or any of their content is transferred to you. All rights not expressly granted are reserved by Dental Intel. Any use of the Subscription Service or Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
11. Prohibited Uses
You may use the Subscription Service and Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Subscription Service or Website:
• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise. • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in Section 16 of these Terms of Service. • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation. • To impersonate or attempt to impersonate Dental Intel, a Dental Intel employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing). • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Subscription Service, or which, as determined by us, may harm Dental Intel or users of the Subscription Service or expose them to liability.
Additionally, you agree not to:
• Copy (except as otherwise expressly permitted herein), modify, adapt, translate, or reverse engineer the Subscription Service or any portion of the Website, its content, Information, or materials and/or the Services; • Use the Subscription Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Subscription Service, including their ability to engage in real time activities through the Subscription Service; • Use any robot, spider or other automatic device, process or means to access the Subscription Service or Website for any purpose, including monitoring or copying any of the material on the Subscription Service or Website; • Use any device, software or routine that interferes with the proper working of the Subscription Service or Website; • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Subscription Service or Website, the server on which the Website is stored, or any server, computer or database connected to the Website; • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; • Misuse the Services by scheduling an appointment with a Provider which you have no intention of keeping; • Create user accounts by automated means or under false or fraudulent pretenses; • Collect or store personal data about other users; or • Otherwise attempt to interfere with the proper working of the Subscription Service or Website.
Dental Intel will determine, in its sole discretion, whether you have engaged in prohibited conduct or have violated these Terms of Service. Dental Intel's determination will be final and unreviewable, and you waive any and all rights you may have to challenge that decision.
In addition to Dental Intel's rights in these Terms of Service or under applicable law, Dental Intel may, but is not obligated to, take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms of Service.
12. User Feedback, Comments, and/or Contributions
The Subscription Service and/or Website may contain user review and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”). “User Contributions” does not include any individual’s personal data, personal health information or financial information.
All User Contributions must comply with the Content Standards set out in Section 16 of these Terms of Service. Further, you must act responsibly when providing User Contributions. Do not post any information that another user, Provider, or any other individual or entity may use to identify you.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website or Subscription Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, reproduce, modify, publicly perform, publicly display, distribute and otherwise disclose to third parties any such material for any purpose and to make adapt, edit, translate, prepare derivative works of, or incorporate into other works, your User Contribution. This license is non-exclusive, except you agree that Dental Intel will have the exclusive right to practice this license to the extent of combining your User Contribution with the User Contributions of other Website users for any reason.
You represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to Dental Intel and our affiliates and service providers, and each of their and our respective licensees, successors and assigns. • All of your User Contributions do and will comply with these Terms of Service. • You understand and acknowledge that you are solely responsible for any User Contributions you submit or contribute or User Contributions submitted using your account, and you, not Dental Intel, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Subscription Service or Website.
13. Monitoring and Enforcement; Termination
We have the right, but not the obligation, to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion. • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of other users or the public, or could create liability for Dental Intel. • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Subscription Service or Website. • Terminate or suspend your access to all or part of the Subscription Service, without notice, for any or no reason, including without limitation, any violation of these Terms of Service. • Terminate and/or suspend your registration, without notice, for any or no reason, including without limitation, any violation of these Terms of Service.
Dental Intel will not be liable to you or any third party for any termination of your access to the Subscription Service and/or the Services. Further, you agree not to attempt to use the Subscription Service and/or the Services after any such termination. The following will survive any termination of these Terms of Service: Sections 3, 4, 5, 7, 10, 11, 12, 13, 16, 19 through 28, and any other provisions which by their sense and context are intended to survive such termination.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Subscription Service or Website.
We cannot and do not undertake to review any or all material before it is posted on the Subscription Service or Website. While we will use reasonable efforts to respond in a timely manner regarding complaints about objectionable matter posted on the Subscription Service or Website, we cannot guarantee the timing of the removal of such material. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, except for our gross negligence or willful misconduct.
14. Content Standards
These content standards apply to any and all User Contributions and use of our Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
• Contain any material which is inaccurate, outdated, false, misleading, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service. • Be likely to deceive any person. • Promote any illegal activity, or advocate, promote or assist any unlawful act. • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person. • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising. • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
15. Copyright Infringement
If you believe that any User Contributions violate your copyright, please see Section 28 regarding Copyright Disputes for instructions on sending us a notice of copyright infringement. It is the policy of Dental Intel to terminate the user accounts of repeat infringers.
16. Reliance on Information Posted
The Information and Services presented/provided on or through the Subscription Service and Website are made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of the Information or Services. Any reliance you place on such Information or Services is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Subscription Service or visitor to the Website, or by anyone who may be informed of any of their contents.
The Subscription Service and Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Dental Intel, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Dental Intel. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
17. Changes to the Subscription Service, Website and Services
You acknowledge and agree that the Subscription Service, Website, Software and other materials that may be made available as part of the Subscription Service may be modified and updated from time to time, in Dental Intel’s sole discretion. Dental Intel does not make any commitment to you that it will maintain any particular Software, features or materials on the Subscription Service. We do not warrant or guarantee the content of the Subscription Service or Website is complete or up-to-date. Any of the material on the Subscription Service or Website may be out of date at any given time, and we are under no obligation to update such material.
We may also change the Services provided on the Website from time to time, including, but not limited to, adding new services, substituting a new service for one of the existing Services, or discontinuing or suspending one of the existing services. Use of any new or modified Services will be governed by these Terms of Service. Dental Intel will not be liable to you or to any third party for any modification, suspension, or termination of any of the Services.
18. Additional Terms and Conditions
Additional terms and conditions may also apply to specific portions, services or features of the Subscription Service or Website. Those additional terms will govern your use of the particular Service to which the additional terms apply. By using the particular Service to which the additional terms apply, you agree to the additional terms. If you do not agree to the additional terms, then you must not use the Services to which the additional terms apply. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service. In the event of an irreconcilable difference between the additional terms and these Terms of Service, the additional terms will apply.
19. Geographic Restrictions; Legal Compliance with Export Laws
The owner of the Subscription Service and Website is based in the state of Utah in the United States. Dental Intel provides the Subscription Service and Website for use only by persons located in the United States. Dental Intel makes no claims that the Subscription Service, Website or any of their content is accessible or appropriate outside of the United States. Access to the Subscription Service or Website may not be legal by certain persons or in certain countries. If you access the Subscription Service or Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
20. Disclaimer of Warranties
THE SUBSCRIPTION SERVICE, SOFTWARE AND WEBSITE ARE PROVIDED “AS IS.” DENTAL INTEL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THIS DISCLAIMER SHALL NOT BE MODIFIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. DENTAL INTEL DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE OR SOFTWARE IS ENTIRELY ERROR-FREE.
Dental Intel makes no representations concerning any Information, User Contributions or other content on or accessed through the Subscription Service, Website and/or the Services, and Dental Intel will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained on or accessed through the Subscription Service, Website and/or the Services. Dental Intel makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Subscription Service, Website and/or the Services.
Further, you understand that Dental Intel cannot and does not guarantee or warrant that files available for downloading from the internet, the Subscription Service or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SUBSCRIPTION SERVICE, WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SUBSCRIPTION SERVICE OR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
21. Limitation on Liability
DENTAL INTEL’S TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THIS AGREEMENT, INCLUDING ANY USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, SOFTWARE OR WEBSITE, SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF $100.00. IN NO EVENT SHALL DENTAL INTEL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, SOFTWARE OR WEBSITE, REGARDLESS OF WHETHER DENTAL INTEL HAS NOTICE OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions.
22. Indemnification
You agree to defend, indemnify and hold harmless Dental Intel, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Subscription Service or Website, including, but not limited to, your User Contributions, any use of the Subscription Service’s or Website's content, the Services and products offered on or through the Website, or your use of any information obtained from the Subscription Service or Website, or the violation of any intellectual property or other right of any person or entity, by your or any third party using your registration information. The foregoing indemnification obligation does not apply to liabilities, claims, and expenses arising as a result of our own gross negligence or intentional misconduct.
23. Governing Law and Jurisdiction
All matters relating to the Subscription Service, the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website will be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, in each case located in Salt Lake City, Utah, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your state of residence or any other relevant state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
24. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE SUBSCRIPTION SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Waiver and Severability
No waiver of by Dental Intel of any term or condition set forth in these Terms of Service will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Dental Intel to assert a right or provision under these Terms of Service will not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court, or other tribunal of competent jurisdiction, to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
26. Entire Agreement
These Terms of Service and any additional terms under Section 18 constitute the sole and entire agreement between you and Dental Intel with respect to the Subscription Service and Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Subscription Service and Website.
27. Electronic Contracting and Notices
If you draw, type or attach your signature or any other text, symbol or image in a box or space associated with any contract or form provided by Dental Intel, you are agreeing to be legally bound by the terms and conditions of that contract or form. Such action by you constitutes an “Electronic Signature,” which shall have the same force and effect as an original signature. No third party certification or verification is necessary to validate an Electronic Signature.
28. Copyright Disputes
We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Subscription Service or Website are infringing, please notify us. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws. It is Dental Intel's policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (b) remove and discontinue Service to repeat offenders.
Dental Intel's designated agent to receive any notification under this section is:
Attn: Legal Operations Dental Intelligence, Inc. 2100 W Pleasant Grove Blvd., Suite 400 Pleasant Grove, UT 84062 USA
Or email to legal@DentalIntel.com
29. Assignment
Dental Intel may assign the Terms of Service or any or all of its obligations under these Terms of Service at any time with no notice to you. You may not assign, transfer, or sublicense these Terms of Service or any of your obligations under these Terms of Service and any attempt to do so in violation of this section will be null and void.
30. Your Comments and Concerns
The Subscription Service and Website are operated by Dental Intelligence, Inc., 2100 W Pleasant Grove Blvd., Suite 400, Pleasant Grove, UT 84062 USA.
All other feedback, comments, requests for technical support and other communications relating to the Subscription Service or Website should be directed to support@dentalintel.com
CUSTOMER TERMS OF SERVICE
These Customer Terms of Service (the “Terms”) are between Dental Intelligence, Inc. (“Dental Intel” or “we”) and the Customer identified in the accompanying Order (“Customer” or “you”). If Customer is a business or other legal entity, the person accepting these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions. If you are a User using the Subscription Service under the Customer’s license, applicable portions of these Terms are also binding upon you individually, including without limitation the Acceptable Use Policy and other restrictions in Section 3 and the terms in Sections 8, 9 and 10. Where applicable, “you” also refers to Users. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCEPTING THEM BY SIGNING THE ACCOMPANYING ORDER. THESE TERMS GOVERN THE LICENSE AND USE OF THE SUBSCRIPTION SERVICE AND SOFTWARE OFFERED BY DENTAL INTEL AND PROVIDED TO CUSTOMER AND ITS USERS UNDER THE ORDER(S) EXECUTED BY CUSTOMER. BY SIGNING THE ORDER, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS ENTIRE TERMS OF SERVICE CONTRACT, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT ATTACHED AS EXHIBIT A. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT SIGN THE ORDER.
These Terms are effective between Customer and Dental Intel as of the date Customer signs the initial Order and that Order is accepted by Dental Intel (the “Effective Date”). The person accepting the Order and these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions.
RECITALS: A. Dental Intel licenses certain software programs to customers (the “Software”) that are available to access through the cloud, via Dental Intel’s website (the “Website”) as a subscription service, together with other content and materials provided by Dental Intel on the Website or otherwise (the “Subscription Service”). B. Customer desires to access the Subscription Service, and Dental Intel desires to provide such access to Customer, subject to the terms and conditions of these Terms. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dental Intel and you agree as follows: AGREEMENTS: In consideration of the mutual promises set out in these Terms, Dental Intel and Customer agree as follows:
Fees. (a) Fees. Access to the Subscription Service for Customer and its Users is subject to timely payment of the fees specified in the applicable Order(s) plus any applicable taxes (the “Fees”). Standard support and maintenance services for the Subscription Service, as described in Section 4(a), are included as part of such Fees at no additional charge. To determine taxes and fees, we use the address for the end-user location, which we consider to be the place of Purimary Use (“PPU”). This location may be different from the billing address we have on record, and it is your responsibility to contact Dental Intel to provide the address of the correct PPU. (b) Payment Terms. • The Payment and Cancellation Policy terms set forth at https://www.dentalintel.com/cancelpolicy.php apply to these Terms, unless otherwise agreed in writing by the parties. • Payment of the Fees for all accounts are required to be registered to pay via credit or debit card. Unless otherwise specified in the applicable Order, payments are due in advance, at the beginning of each period of your annual or monthly subscription term, as set forth in the Payment and Cancellation Policy. 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 Fees for the Subscription Service, and any other products or services ordered by you, using your payment method and for any paid feature of the Subscription Service that you choose to sign up for or use while these Terms are in force, including all recurring fees. Also, we may charge you up to the amount you've approved plus applicable taxes, and we will notify you in advance of the difference for recurring fees. We may bill you simultaneously for more than one of your prior billing periods. • You must keep all information in your billing account current. You can access and modify your billing account information within the Subscription Service. You may change your credit/debit card and contact information at any time. If either your original or your new card does not work or has insufficient funds, we may cancel the Subscription Service; however, you are still responsible and liable to Dental Intel for the full contracted payment amounts. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. • By submitting your credit/debit card data to Dental Intel, you authorize Dental Intel to submit a financial transaction(s) to your issuing bank for settlement. Dental Intelligence will maintain all applicable PCI DSS requirements to the extent we possess or otherwise store, process, or transmit cardholder data on behalf of the customer, or to the extent that Dental Intelligence could impact the security of the cardholder data environment. You agree to contact Dental Intel in the event that you desire to cancel any recurring charge, at least thirty (30) days prior to the next billing cycle; provided that you may only cancel payments at the end of your contract term (annual or monthly), as set forth in the Payment and Cancellation Policy. 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. (c) Changes to Fees. We will notify you in advance, either through the Subscription Service or to the email address you have most recently provided to us, if we change the Fees for the Subscription Service. If the Order specifies a specific length of time and Fees for the Subscription Service, that price will remain in force for that specified period of time. After the initial term ends, if your account is renewed, your Subscription Service Fees will be charged at our then-current rates. If your Subscription Service account is on a periodic basis (for example, monthly) with no other specific term commitment, we will notify you of any change in the Fees at least thirty (30) days in advance. If you do not agree to these changes, you must cancel and stop using the Subscription Service by notification to Dental Intel at the contact information set forth at the end of these Terms (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 Subscription Service license 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. (d) Taxes and Other Charges. The Fees do not include taxes or third-party charges, such as data transmission charges and Internet access. Customer is responsible for all such charges and for all taxes and duties, other than taxes on Dental Intel’s net income. If Customer is a tax-exempt entity, Customer shall provide a tax-exemption certificate to Dental Intel. (e) Past Due Amounts. If any amounts owed by Customer are not paid on the due date, Dental Intel may, without limiting its other rights and remedies: (i) charge interest at the rate of 1% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) terminate these Terms under Section 7(b) and accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and/or (iii) suspend Customer’s and its Users’ access to the Subscription Service and turn off all shared links, until all outstanding amounts due are paid in full and have been processed by Dental Intel. If payment in full is not made, after ninety (90) days Customer’s and its Users’ accounts will be deactivated and all Customer Data will no longer be retrievable from the Subscription Service.Customer shall also be liable for all costs of collection, including reasonable attorney's fees, whether or not a suit is instituted. Customer is responsible for settling all outstanding balances in a timely manner and for maintaining updated billing information. (f) Integrated Plan Additional Policies & Cancellation. If you purchase the Subscription Service from a reseller or another third party , then you acknowledge and agree that such third party is responsible for keeping your account payments current and any failure to do so may result in cancellation of your access to the Subscription Service. You acknowledge and agree that such third party has the authority and ability to cancel your access to the Subscription Service. (g) Other. All amounts paid under these Terms are payable in U.S. dollars. All Orders are final and all payments are non-refundable, other than as expressly set forth in these Terms.
EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT
If Customer is a Covered Entity or a business associate and includes Protected Health Information in Customer Data provided to Dental Intelligence, Inc. as a business associate or sub-business associate, the Customer Terms of Service between the parties (the “Terms”) will automatically incorporate the terms of this Business Associate Agreement (“BAA”) as part of the overall agreement between the parties. If there is any conflict between a provision in this BAA and a provision in the Terms, this BAA will control. In this BAA, Customer is referred to as “Covered Entity” and Dental Intelligence, Inc. or Dental Intel is referred to as “Business Associate.”
Unless otherwise defined in this BAA, all capitalized words, like PHI, have the meanings set forth in the HIPAA Privacy and Security Rules, 45 C.F.R. Parts 160, 162 and 164, as modified from time to time.
WHEREAS, Business Associate has been engaged by Covered Entity to perform certain services under the Terms, wherein Business Associate may need to access, use and/or disclose PHI received from Covered Entity as a business associate; and
WHEREAS, the parties desire to ensure that their respective rights and responsibilities under the Terms are in accordance with applicable federal statutory and regulatory requirements relating to the access, use and disclosure of Protected Health Information (or “PHI”), including, without limitation, the Standards for Privacy of Individually Identifiable Health Information, and the Security Standards, collectively codified at 45 C.F.R. Parts 160, 162 and 164 (respectively the “Privacy Standards” and “Security Standards” ) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, as set forth in Subtitle D of the American Recovery and Reinvestment Act of 2009 (“HITECH”); and
WHEREAS, the purpose of this BAA is to satisfy the applicable standards and requirements of HIPAA, HITECH, the Privacy Standards and the Security Standards and regulations thereunder;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and BAA set forth herein, Business Associate and Covered Entity agree as follows:
a. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean Dental Intelligence, Inc.
b. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean the party identified as the Covered Entity in the first paragraph above.
c. "Electronic Health Record" shall have the same meaning as the term "electronic health record" in the American Recovery and Reinvestment Act of 2009, § 13400(5).
d. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164 and regulations issued thereunder, as may be expanded by HITECH.
e. “Protected Health Information” or “PHI” has the meaning given to Protected Health Information in the HIPAA Rules.
f. Other Terms. The following terms used in this BAA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic Protected Health Information (or “Electronic PHI”), Electronic Transactions Rule, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required by Law, Secretary, Security Incident, Subcontractor, Transaction, Unsecured Protected Health Information, and Use.
g. Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as then in effect or as amended.
a. Use and Disclosure of PHI. Not Use or Disclose PHI other than as permitted or required by this BAA, as set forth in Section 4.a below, or as required by applicable law;
b. Safeguards. Use reasonable and appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 and HITECH with respect to electronic PHI, to protect the security of all PHI received from Covered Entity against Security Incidents, prohibited Uses or Disclosures of PHI or other misuse of PHI, as required by the HIPAA Rules;
c. Required Reporting. Report to Covered Entity, within thirty (30) days, any prohibited Use or Disclosure of PHI received from Covered Entity of which Business Associate becomes aware, by Business Associate, any of its employees, Subcontractors or agents, or any third party receiving or obtaining such PHI from or through Business Associate, including Breaches of Unsecured Protected Health Information, in addition to any other reporting obligations of Business Associate under the HIPAA Rules, and report any Security Incident of which it becomes aware; provided, however, that the parties acknowledge and agree that from time to time Unsuccessful Security Incidents may occur, that this section constitutes notice to Covered Entity for such incidents, and that no additional notice to Covered Entity is required for such incidents. “Unsuccessful Security Incidents” means any pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and/or comparable attacks or attempts, as long as no such incident results in unauthorized access, Use or Disclosure of PHI. Such reports will include a description of the PHI used or disclosed and the nature of the Use or Disclosure, to the extent such information is known by Business Associate;
d. Subcontractors. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI or Electronic PHI on behalf of Business Associate agree to same restrictions, conditions, and requirements that apply to Business Associate with respect to such PHI or Electronic PHI; including the obligation to report to Business Associate any instances of which it is aware of violation of the BAA with respect to PHI or Electronic PHI;
e. Individual and Third Party Requests. If Business Associate receives a request from an Individual or any third party to inspect, obtain a copy of, or amend PHI, Business Associate will forward such request in writing to Covered Entity within five (5) business days of receiving the request. Covered Entity will be responsible for making all determinations regarding the third party request for PHI; Business Associate will neither make such determinations nor release PHI to a third party pursuant to such a request, except if and to the extent required by the HIPAA Rules;
f. Designated Record Sets. If Business Associate’s services under the Terms require it to maintain a Designated Record Set, then:
(i) within ten (10) business days of Covered Entity’s request to Business Associate for a copy of PHI, Business Associate will provide the requested PHI to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524; and
(ii) Business Associate will make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;
g. Accounting of Disclosures. Maintain and, within thirty (30) days of receiving a request, or sooner if Required by Law, make available the information required to provide an accounting of disclosures to either Covered Entity or the Individual as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528, for a period of at least six (6) years following the date of termination of this BAA;
h. Comply with Applicable Obligations of Covered Entity. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s);
i. Books and Records. Make its internal practices, books, and records relating to the Use and Disclosure of Covered Entity’s PHI available to the Secretary for purposes of determining compliance with the HIPAA Rules. Neither Business Associate nor Covered Entity waives any attorney-client, accountant-client, or other legal privilege or confidentiality as a result of this Section 3.i; and
j. Training. Business Associate will require each employee who will have access to PHI of Covered Entity, to comply with the restrictions and conditions applicable to Business Associate herein. Business Associate will train its employees who may have access to PHI regarding the terms and conditions of this BAA and their obligations under the HIPAA Rules.
k. Electronic PHI. Business Associate will comply with the Security Standards and will use appropriate administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI that Business Associate creates, receives, maintains, or transmits on Covered Entity's behalf, as required by the Security Standards. Business Associate shall review and modify the security measures implemented in accordance with the above as needed to continue provision of reasonable and appropriate protection of Electronic PHI. Business Associate shall update documentation of such security measures in accordance with 45 C.F.R. § 164.316(b)(2)(iii) and shall designate a security officer and undertake appropriate training of its personnel in accordance with the Security Standards.
l. Compliance with Electronic Transactions Rule. If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which the Department of Health and Human Services has established standards, Business Associate shall comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Electronic Transactions Rule.
a. Permitted Uses and Disclosures. Business Associate may only Use or Disclose PHI received from Covered Entity:
(i) as required to perform services for Covered Entity as specified under the Terms or other agreement between the parties;
(ii) for Business Associate’s proper management and administration (including improving its services), or to carry out the legal responsibilities of Business Associate, provided the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and Used or further Disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;
(iii) to provide Data Aggregation services relating to the Health Care Operations of Covered Entity, if so provided under the Terms or otherwise agreed in writing by the parties; and/or
(iv) to create de-identified information, in accordance with the standards set forth in 45 CFR 164.514(a)-(c), and to use and disclose such de-identified information for any purpose permitted by law.
b. Required Uses and Disclosures. Business Associate shall disclose PHI (i) when required by the Secretary of HHS under 45 C.F.R. Part 160, Subpart C to investigate or determine Business Associate’ compliance with Subchapter C of 45 C.F.R., Subtitle A, and (ii) to Covered Entity, the individual or the individual's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524(c)(2)(ii) and (3)(ii) with respect to the individual's request for an electronic copy of his or her PHI.
c. Access. Business Associate will make available PHI in accordance with 45 C.F.R. § 164.524, upon request from Covered Entity, so that Covered Entity may meet its access obligations under 45 C.F.R. § 164.524.
d. Minimum Necessary. Business Associate will, in its performance of the functions, activities, services, and operations specified above, make reasonable efforts to use, to disclose, and to request only the minimum amount of the PHI reasonably necessary to accomplish the intended purpose of the use, disclosure or request, except that Business Associate will not be obligated to comply with this minimum-necessary limitation of 45 C.F.R. § 164.502(b) if neither Business Associate nor Covered Entity is required to limit its use, disclosure or request to the minimum necessary. Business Associate and Covered Entity acknowledge that the phrase "minimum necessary" shall be interpreted in accordance with 45 C.F.R. § 164.502(b)..
e. Subpart E. Business Associate may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth in Section 4.a.
a. Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.
b. Notice of Changes in Consent. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI.
c. Notice of Restrictions. Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI.
d. Permitted Requests. Covered Entity will not request or require Business Associate to Use or Disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.
a. Term. The Term of this BAA shall begin upon the effective date of the Terms and shall continue in effect until terminated as provided herein and until Business Associate returns or destroys all PHI of Covered Entity.
b. Termination at End of Business Association. This BAA will automatically terminate without further action of the parties upon the termination or expiration of the business association between Business Associate and Covered Entity.
c. Termination for Cause. If either party materially breaches this BAA, the other party may terminate this BAA and, at its election, the underlying Terms, subject to thirty (30) days prior written notice and opportunity to cure the breach.
d. Effect of Termination. Within thirty (30) days of the termination of this BAA, Business Associate will either return to Covered Entity or, if agreed to by Covered Entity, destroy all PHI received from Covered Entity or created, maintained, or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form (including any information in the possession of any employee, Subcontractor or other agent of Business Associate). Upon request of Covered Entity, Business Associate will provide a certificate to Covered Entity acknowledging such destruction. Business Associate will thereafter retain no written, digital, back-up or other copies of any PHI of Covered Entity. Notwithstanding the foregoing, if the return or destruction of PHI upon termination is not feasible, Business Associate shall so inform Covered Entity and will continue to maintain the security and privacy of such Protected Health Information in a manner consistent with the obligations of this BAA and as required by applicable law, for so long as Business Associate is in possession of such information. Business Associate will return or destroy such retained PHI as soon as is reasonably feasible. Business Associate may retain all de-identified information created prior to the date of termination of this BAA. The obligations of Business Associate under this Section 6 shall survive the termination of this BAA.
a. Assignment; Binding Effect: This BAA is personal to Business Associate and Covered Entity and may not be assigned or delegated by either party without the prior written consent of the other party in each instance; provided, however, that in the event of a permitted assignment of the Terms, this BAA may be assigned together with the Terms. This BAA shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors, and permitted assigns.
b. Entire BAA; Amendment: This BAA contains the entire BAA between the parties, and supersedes all prior or contemporaneous BAAs, understandings, or representations with respect to the subject matter hereof. This BAA may be amended only by written BAA of the parties. Business Associate and Covered Entity agree to amend this BAA to the extent necessary to allow both parties to comply with the HIPAA Rules as they may be amended or recodified from time to time, or to comply with other applicable regulations or statutes for the protection of PHI.
c. Severability. If any term or provision of this BAA shall to any extent be invalid or unenforceable, the remainder of this BAA shall not be affected thereby and each term and provision of this BAA shall be valid and enforced to the fullest extent permitted by law.
d. Conflict: The terms and provisions of this BAA shall supersede any other conflicting or inconsistent terms and provisions in the Terms, including any other attachments thereto and documents incorporated therein by reference.
e. Choice of Law and Venue: This BAA shall be construed in accordance with the laws of the State of Utah, without giving effect to the choice of law provisions thereof. Venue for any action or proceeding related to this BAA shall be in the state or federal courts of the state of Utah, as appropriate. The parties agree to the personal jurisdiction and venue of such courts.
f. Notices. Any notice or report hereunder shall be deemed given if delivered or sent by first class mail, postage prepaid, addressed to the other party at the address set forth in the Terms, or at such other address as designated by the party by written notice, or by commercial delivery service, or by confirmed email or facsimile. If notice is given by mail and the notice affects the other parties' rights hereunder, the effective date of the notice shall be seven (7) days after the date of mailing or the date the notice is received, whichever is earlier.
g. Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules.
Effective as of August 19, 2022
Agreement to Terms of Use:
These Terms of Use (“Terms of Use”) apply to the Dental Intelligence, Inc. (“Dental Intel”) websites located at www.dentalintel.com, www.localmed.com and www.modento.io, as well as any other related websites of Dental Intel (collectively, the “Website”). These Terms of Use apply to all Website visitors. In addition to these Terms of Use, if you are using an online subscription service or software app provided by Dental Intel (“Subscription Service”), such as the online patient scheduling service or practice management software, you must also agree to Dental Intel’s Terms of Service for that Subscription Service.
BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THIS WEBSITE OR THE SUBSCRIPTION SERVICE. Please read these Terms of Use carefully. Dental Intel reserves the right to update and make changes to these Terms of Use at any time, in its sole discretion. Such changes are effective immediately upon being posted to the Website, unless otherwise specified by Dental Intel. It is your responsibility to refer back to this page from time to time for any such updates or changes.
Subject to your compliance with these Terms of Use, Dental Intel grants you a limited, personal, non-exclusive, non-transferable and revocable right and license to access and use the Website and its contents. The Website provides information and certain services related to Dental Intel’s software and its services.
Privacy:
The Website supports Dental Intel’s Subscription Service and provides information to patients and businesses. To operate the Website and Subscription Service as intended, Dental Intel collects and processes personal information and data. Please refer to Dental Intel's Privacy Policy, which is incorporated into these Terms of Use, and informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. However, you understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Dental Intel cannot ensure or warrant the security of any information transmitted to us.
No Medical Advice Provided:
You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, and other materials that are provided to you on this Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition. All information on this Website is for informational and scheduling purposes only. Dental Intel is not responsible or liable for information on this Website or in the Subscription Service provided by independent medical professionals or other third parties. If you rely on any such information, you do so solely at your own risk. Dental Intel does not recommend or endorse any specific tests, doctors, dentists, health care providers, procedures, opinions, or other information that may appear on the Subscription Service or Website.
Your Dental Intel Account:
Some features of the Website will require you to set up an account with Dental Intel, such as using the Subscription Service or providing reviews of service providers. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers or devices, and you agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify Dental Intel of any unauthorized use of your account of which you become aware. You agree that Dental Intel is not responsible for third party access to your account that results from theft or misappropriation of your account. You may not allow another person to use your account, or assign or transfer your account to any other person or entity, without Dental Intel’s prior written consent.
Your Warranties and Restrictions on Use of Website and Dental Intel Materials:
As a condition of your use of the Website, you warrant to Dental Intel that you will not use the Website or Dental Intel Materials (as defined in the “Ownership” section below) for any purpose that is unlawful or that is prohibited by these Terms of Use. Without limiting this warranty, you specifically agree:
Indemnification:
You will indemnify and hold harmless Dental Intel and our affiliates, officers, agents, employees, customers, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your User Content, your use of the Website or Dental Intel Materials, or your violation of these Terms of Use, unless such claim, loss or damage arises solely out of Dental Intel’s or its employees’ or agents’ negligence or wrongdoing.
Suspension or Termination of Account or Website Access:
Dental Intel reserves the right, in its sole discretion, to suspend or terminate your account or your access to the Website, to terminate or delete any content (including your User Content) or Dental Intel Materials, and/or to cease providing any related services at any time, without notice and without any liability to you, for any reasonable cause, including without limitation your breach of these Terms of Use, requests by law enforcement or other government agencies, discontinuance or modification of the Website, or technical problems.
Third Party Linked Sites and Services:
The Website and Subscription Service may provide links to websites of third parties (“Linked Sites”) for the purposes of providing certain services or information. Such Linked Sites may include service provider’s websites, social media, credit card processing, and seminar/webinar registration sites, as well as links contained in advertisements, including banner advertisements and sponsored links, and any links provided as automated search results. The Linked Sites are not operated or controlled by Dental Intel, and Dental Intel is not responsible for any of the contents of any Linked Sites, including any additional links contained in a Linked Site, or for any products or services provided by such third parties. Dental Intel is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Dental Intel of the site or any association with the owners or operators of the Linked Site. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. You acknowledge and agree that Dental Intel is not responsible or liable for the content or accuracy of any other website.
Your personal data and information may be shared with the third parties who provide services to Dental Intel and our customers, including Linked Sites (for example, credit card processors), where permitted by law, subject to your consent if required by law or by the Privacy Policy. Please see the Privacy Policy for additional details.
Linking to the Website and Social Media Features
You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express, written consent.
The Website may provide certain social media features that enable you to:
You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must not contain false, misleading, defamatory, infringing, illegal, obscene, offensive, harassing, violent, inflammatory or otherwise objectionable material.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may also disable all or any social media features and any other links at any time without notice in our sole discretion.
Integrations between the Subscription Services and SocialSwell, Inc.
You may elect to enable an integration between our Subscription Services and SocialSwell, Inc. (“Swell”). If you do so, prior to being able to access or use the Swell services, you will be required to adhere to the Swell End User License Agreement (“EULA”)(currently located at https://www.swellcx.com/legal/eula), which may be modified by Swell from time to time, governing your access and use of the Swell Services. Your ongoing access and use of the Swell services will be subject to your agreeing to any changes to the EULA.
Swell requires that it have the unrestricted right to use or incorporate into the Swell services any suggestions, enhancement requests, recommendations or other feedback provided by you, without any obligation or liability to you. You shall have no obligation to provide any such suggestions, enhancement requests, recommendations or other feedback to Swell.
Swell may from time to time make available additional features to the Swell services at an additional cost which may, at your election, be added to the Swell services. Additionally, Swell may from time to time modify or change the features and functionality of the Swell services, provided that it will not materially degrade the features and functionality of the Swell services without at least one hundred eighty (180) days prior written notice to Dental Intel.
Swell requires that it have the right to use Aggregated Data for Swell’s internal business purposes (such as improvement, enhancement, diagnostic, forecasting, planning and corrective purposes and to further develop the Swell services) and to disclose Aggregated Data in Swell’s public statements and marketing materials describing and/or promoting the Swell services. “Aggregated Data” means any data or information (including data and information derived from Personal Data provided by you) that: (a) has been anonymized, (b) does not identify an individual and cannot be used to identify an individual, and (c) is not attributable to you or Dental Intel. This Aggregated Data may be combined with other data.
Integrations between the Subscription Services and Wisetack
You may elect to enable an integration between our Subscription Services and Wisetack, Inc. (“Wisetack”). If you do so, prior to being able to access or use the Wisetack services, if you are a merchant, you will be required to enter into a Merchant Agreement with Wisetack (“Merchant Agreement”)(currently located at https://www.wisetack.us/#/merchants), which may be modified by Wisetack from time to time, governing your access and use of the Wisetack Services. If you are a consumer of Wisetack services through a merchant, your access to and use of the Wisetack Services may be subject to additional terms presented to you by Wisetack or the relevant merchant at the time of your interaction with the Wisetack Services.
Use of Other Third Party Integrations
You may elect to enable other integrations between our Subscription Services and third parties in the future. If you do so, you are likely to be required to agree to the End User License Agreement of such third parties at the time of enablement of the integration. If you choose not to accept the terms of such End User License Agreements, do not use the applicable integration.
Ownership:
All content and materials on the Website or made available through the Website, including articles, videos, text, software, graphics, logos and images (“Dental Intel Materials”), are the property of Dental Intel or its customers, suppliers or licensors. All Dental Intel Materials are protected by copyright and/or other laws that protect intellectual property and proprietary rights. You agree to comply with and not remove all copyright and other proprietary notices, legends or other restrictions applicable to any Dental Intel Materials.
Your User Content remains your property, subject to the rights of use contained in these Terms of Use and the Privacy Policy. If you provide any suggestions, ideas or feedback to Dental Intel (“Feedback”), Dental Intel shall have a royalty-free, worldwide, irrevocable, perpetual license to use such Feedback and incorporate it into Dental Intel’s software, products and services.
Disclaimer of Warranties:
EXCEPT AS OTHERWISE EXPRESSLY AGREED BETWEEN DENTAL INTEL AND YOU OR YOUR ORGANIZATION IN A LICENSE AGREEMENT OR OTHER CONTRACT, THE WEBSITE, ITS CONTENTS, AND ALL DENTAL INTEL MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTIES AND WITH ALL FAULTS, AND DENTAL INTEL AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER ARISING BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. DENTAL INTEL DOES NOT WARRANT THAT THE WEBSITE, DENTAL INTEL MATERIALS OR ITS SERVICES ARE ERROR-FREE. YOU AGREE THAT DENTAL INTEL IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION OR MARKETING MATERIALS OF SERVICE PROVIDERS THAT MAY APPEAR ON THE WEBSITE OR IN THE SUBSCRIPTION SERVICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DENTAL INTEL OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITTEN AGREEMENT SIGNED BY DENTAL INTEL, IN NO EVENT SHALL DENTAL INTEL OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OR LIABILITIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, THE WEBSITE, THE SUBSCRIPTION SERVICE OR YOUR USE THEREOF, INCLUDING FAILURE OR INADEQUACY OF OR INABILITY TO USE THE WEBSITE, SUBSCRIPTION SERVICE OR OTHER DENTAL INTEL MATERIALS OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DENTAL INTEL OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEBSITE, THE SUBSCRIPTION SERVICE, ANY DENTAL INTEL MATERIALS, OR ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITE AND SUBSCRIPTION SERVICE.
Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so some of these disclaimers or limitations may not apply to you.
Copyright Infringement and Takedown Notices:
We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Website are infringing, please notify us as specified in the “Dental Intel Contact Information” section below. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws.
Trademarks:
The Dental Intelligence and Dental Intel trade names, the LocalMed and Modento trademarks, the Dental Intel, LocalMed and Modento logos and all related names, logos, product and service names, designs and slogans (“Trademarks”) are registered or unregistered trademarks and service marks of Dental Intel, its service provider customers, and other third parties. All other Trademarks on the Subscription Service or Website are the trademarks of their respective owners. Dental Intel’s use of a third party’s Trademark or content on this Website does not indicate any endorsement by Dental Intel of such third party or its products or services. You are not granted any right or license to use the Trademarks of Dental Intel or others that appear on this Website, other than for authorized business purposes.
International Users:
The Website is controlled, operated and administered by Dental Intel from our offices within the USA. If you access the Website from a location outside the USA, you are solely responsible for compliance with all local laws.
General Terms:
These Terms of Use are governed by the laws of the State of Utah, without regard to any conflicts of laws provisions. You consent to the exclusive jurisdiction and venue of courts in Utah in all disputes arising out of or relating to the use of the Website. Use of the Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this section.
Dental Intel’s provision of the Website and its other products and services is subject to existing laws and legal process, and nothing contained in these Terms of Use limits Dental Intel’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Website or your User Content.
If any provision of these Terms of Use is held by a court or other authority to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary or replaced with a valid provision that best embodies the intent of these Terms of Use, or if it cannot be so modified, then severed, and the rest of these Terms of Use shall remain in full force and effect.
These Terms of Use, together with the Privacy Policy and, if applicable, Subscription Terms of Service, constitute the entire agreement between you and Dental Intel with respect to the Website and its contents, including the Subscription Service, and supersede all other prior or contemporaneous communications and understandings, whether electronic, oral or written, between you and Dental Intel with respect to the Website. If Dental Intel and you or your organization have entered into a separate written contract regarding the Subscription Service covering substantially similar matters as set forth in the Subscription Terms of Service below, that separate, signed contract will have priority over these Terms of Use and the Subscription Terms of Service set forth below in the event of a conflict.
Dental Intel’s failure to enforce or exercise any provision of these Terms of Use is not a waiver of that provision. Any course of conduct between you and Dental Intel will not be deemed to modify any provision of these Terms of Use. Except as otherwise stated at the beginning of these Terms of Use, these Terms of Use may be modified or amended only by a separate written agreement signed by an authorized official of Dental Intel.
You agree to receive all notices and communications from Dental Intel regarding the Subscription Service by electronic means, which include email and notices posted on the Website or in the portal to the Subscription Service. Such electronic communications may include, but are not limited to, notices of scheduled downtime, notices or disclosures that federal or state laws or regulations require that Dental Intel provide to its customers, and any other communications regarding your relationship with Dental Intel. You acknowledge that you are able to retain such electronic communications by printing them or downloading and saving them. You agree that such electronic notices are reasonable and proper notice for the purpose of any applicable laws and regulations, including that communications be provided in writing and/or in a form that you may keep.
Dental Intel Contact Information:
You may send us notices, questions or comments regarding these Terms of Use at the following:
Dental Intelligence, Inc.
2100 W Pleasant Grove Blvd., Suite 400
Pleasant Grove, UT 84062
Legal Notices (including infringement or privacy matters): legal@dentalintel.com (with a copy to Dental Intel’s street address above, Attention: Legal Operations)
SUBSCRIPTION SERVICE TERMS OF SERVICE
PATIENT TERMS OF SERVICE
THESE PATIENT TERMS OF SERVICE (“TERMS OF SERVICE”) ARE A PART OF THE SUBSCRIPTION SERVICE TERMS OF SERVICE AND FORM LEGAL AGREEMENT BETWEEN YOU (“SUBSCRIBER”, “PATIENT” OR “YOU”) AND DENTAL INTELLIGENCE, INC. (“DENTAL INTEL” OR “WE”). PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCEPTING THEM AND SUBSCRIBING TO USE DENTAL INTEL’S ONLINE PATIENT SCHEDULING SUBSCRIPTION SERVICE (THE “SUBSCRIPTION SERVICE”) AND ITS ASSOCIATED SOFTWARE (THE “SOFTWARE”). THESE TERMS SET FORTH YOUR LEGAL RIGHTS AND OBLIGATIONS RELATED TO DENTAL INTEL’S SUBSCRIPTION SERVICE. WE MAY MODIFY THESE TERMS OF SERVICE AT ANY TIME IN OUR SOLE DISCRETION INCLUDING THE MODIFICATION OF APPLICABLE FEES, BY POSTING AMENDED TERMS TO THE WEBSITE, IN THE SUBSCRIPTION SERVICE, OR BY SENDING YOU AN EMAIL TO THE EMAIL ADDRESS YOU PROVIDED TO US UPON SIGNING UP. YOUR CONTINUED USE OF THE SUBSCRIPTION SERVICES THEREAFTER SHALL CONSTITUTE YOUR ACCEPTANCE OF ALL REVISIONS, MODIFICATIONS AND AMENDMENTS TO THESE TERMS OF SERVICE. YOU SHOULD PERIODICALLY REVIEW THESE TERMS OF SERVICE FROM TIME TO TIME ON THIS WEBSITE. BY CLICKING “I AGREE” OR BY USING THIS ONLINE SUBSCRIPTION SERVICE AND ITS SOFTWARE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK ON THE “I ACCEPT” BUTTON AND DO NOT USE THIS SUBSCRIPTION SERVICE. IF YOU DO NOT ACCEPT NEW, MODIFIED OR AMENDED TERMS OF USE, CEASE USE OF ANY AND ALL OF THE SUBSCRIPTION SERVICES AND NOTIFY US IN WRITING.
In consideration of Dental Intel’s provision of the Subscription Service and related services to you, you agree with Dental Intel as follows:
1. Access and Use of the Subscription Service
These Terms of Service, which include and hereby incorporate Dental Intel’s Privacy Policy and any other documents they expressly incorporate by reference, govern your access to and use of the Subscription Service, including any content, functionality and services offered on or through www.dentalintel.com, www.localmed.com or www.modento.io (the “Website(s)”). As a Subscriber, you will have access to the Software and materials made available through the Subscription Service by Dental Intel.
This Subscription Service is offered and available only to users who are over 18 years of age or older, and reside in the United States or any of its territories or possessions. By using this Subscription Service, you represent and warrant that you are of legal age to form a binding contract with Dental Intel and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Subscription Service.
If you use the Subscription Service on behalf of any person under the age of 13 and provide such child’s personal data to Dental Intel, you must be the parent or guardian of such minor child, or have the required consent from the child’s parent or guardian to provide the child’s personal data to Dental Intel and authorize Dental Intel to process the personal data of such minor. we require the Customer to obtain the requisite consent from the parent or guardian of the minor. You hereby represent to Dental Intel that you are the parent or guardian of any child whose personal data will be input into the Subscription Service, or that you have their consent to do so. Children under age 13 may not use the Subscription Service without their parent’s or guardian’s authorization.
In all other cases, if you are registering an account or using the Subscription Service on behalf of an individual or entity other than yourself, such as a spouse or a child over age 13, you represent that (i) you are authorized by such individual or entity to accept these Terms of Service on such individual or entity's behalf; or (ii) in the case of a child over age 13, that you are the child’s parent or guardian or have the child’s, parent’s or guardian’s consent to accept the Terms of Service on their behalf and provide the child’s personal information to the service. Registration for Services or use of the Subscription Service is void where prohibited by applicable law, and your right to access the Subscription Service is revoked in those jurisdictions.
2. About the Website
Everything offered on the Website is referred to in these Terms of Service collectively as the “Services” or “Subscription Services”. Some of what is on the Website is viewable without registering, but to actively participate or store your information, you must register as a member and authorize the use and disclosure of your personal and health information for purposes of allowing us to provide the Services.
You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, and other materials (collectively, “Information”) that is provided to you on the Subscription Service or Website (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such Information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition.
3. No Medical Advice Is Provided
The Information that you obtain or receive from the Subscription Service or Website, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise is for informational and scheduling purposes only. All medically related information comes from independent health care professionals or organizations. If you access any Information on the Subscription Service or Website, that Information is (i) provided by independent health care professionals and organizations, (ii) for informational purposes only, and (iii) does not establish any patient/doctor relationship.
THE INFORMATION PROVIDED THROUGH THE SUBSCRIPTION SERVICE AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH THE WEBSITE IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF INFORMATION YOU MAY HAVE READ OR SEEN ON THE SUBSCRIPTION SERVICE OR WEBSITE. DO NOT USE THE SUBSCRIPTION SERVICE OR WEBSITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. YOUR USE OF INFORMATION PROVIDED ON THE SUBSCRIPTION SERVICE OR WEBSITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SUBSCRIPTION SERVICE OR WEBSITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
We do not recommend or endorse any specific tests, doctors, dentists, health care providers, procedures, opinions, or other information that may appear on the Subscription Service or Website. If you rely on any of the Information provided by or on the Subscription Service or Website, you do so at your own risk.
4. No Doctor-Patient Relationship
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SUBSCRIPTION SERVICE OR WEBSITE OR THROUGH ANY OTHER COMMUNICATIONS FROM DENTAL INTEL, INCLUDING, BUT NOT LIMITED TO, THE SCHEDULING OF AN APPOINTMENT WITH A PROVIDER AND/OR MEDICAL/HEALTHCARE RELATED MATERIALS ON THE SUBSCRIPTION SERVICE OR WEBSITE, LINKS TO OTHER SITES OR ANY INFORMATION OR ASSISTANCE PROVIDED ON OR THROUGH THE SUBSCRIPTION SERVICE OR WEBSITE TO HELP YOU SCHEDULE AN APPOINTMENT WITH A MEDICAL PROFESSIONAL OR SPECIALIST IN ANY FIELD.
DENTAL INTEL MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OF ANY MEDICAL PROFESSIONAL OR SPECIALIST OR OTHER INFORMATION HEREIN. FURTHERMORE, DENTAL INTEL DOES NOT IN ANY WAY ENDORSE ANY INDIVIDUAL DESCRIBED HEREIN. IN NO EVENT WILL DENTAL INTEL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH INFORMATION. DENTAL INTEL WILL NOT BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY MEDICAL PROFESSIONAL OR SPECIALIST, WHETHER LISTED ON THIS SITE OR NOT.
Dental Intel has no control over, and cannot guarantee the availability of, any Provider at any time. Dental Intel will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Subscription Service, Website or Services whatsoever.
Dental Intel strongly advises, and you agree that you will perform your own investigation prior to selecting a health care professional by making confirming telephone calls to the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular health care professional, doctor, dentist or other health care provider (collectively, “Provider”) by confirming with the Provider's office, your current Provider, the medical association relative to the Provider's specialty and your state medical board.
5. Important Information About Provider Relationships and Lists
In connection with using the Subscription Service, Website and the Services to locate and schedule appointments with medical or health care professionals, you understand that:
• YOU ARE SOLELY RESPONSIBLE FOR CHOOSING YOUR OWN PROVIDER. • Dental Intel only lists Providers who have paid a fee and signed a contractual agreement with Dental Intel. • Dental Intel will provide you with lists of Providers who have stated that they are suitable to deliver the health care service that you are seeking based solely on information that you provide to Dental Intel and based on your user settings (such as insurance information, proximity to your geographical location, and specialty of the Provider). The lists may be based on other criteria (including, for example, Provider availability, past selections by and/or ratings of Providers by you or by other Subscription Service users, and past experience of Subscription Service users with Providers). However, Dental Intel does not recommend or endorse any Provider, does not make any representations or warranties with respect to these Providers or the quality of the healthcare services they may provide, and does not receive any additional fees from Provider for featuring them through the Services. • Dental Intel DOES NOT investigate any Provider to determine whether they hold active medical licenses or certifications necessary to practice any specialty or services. Additionally, while Dental Intel may receive information regarding any Provider's medical license or certification status or information regarding inappropriate or unprofessional conduct, Dental Intel does not have any obligation to investigate any such information received and does not have any obligation to update any listings based on any such information. • If you elect to enter information into a medical history form (“Medical History Form”) on behalf of yourself or a third party from whom you have received authorization to provide such information, on your request you authorize Dental Intel to provide such information to the Provider you specify. You also acknowledge and agree that such information will be reviewed and approved by you or someone authorized on your behalf at the time of your appointment to ensure its accuracy. Further, you acknowledge that Dental Intel may use the data or information you provide on a Medical History Form in accordance with these Terms of Service.
6. Editorial Control
Dental Intel may, but has no obligation to, have Information posted on the Subscription Service or Website reviewed by Dental Intel personnel. The timeliness and accuracy of any or all of the Information is not guaranteed. Neither Dental Intel, the authors, Dental Intel personnel, nor any other party who may have been involved in the preparation or publication of any Information assures you that the Information contained on or through the Subscription Service or Website is accurate or complete. Furthermore, Dental Intel, the authors, Dental Intel personnel or any other party who may have been involved in the preparation or publication of any Information is/are not responsible for any errors or omissions or for the results obtained from the use of any Information.
Dental Intel strongly encourages you to and you agree to independently confirm the Information contained on or through the Subscription Service and Website with other sources and to seek the advice of a qualified physician or other health care provider.
INFORMATION ON PROVIDERS: Provider and practice information found on or through the Subscription Service and Website is intended for general reference purposes only. Provider information found on or through the Subscription Service and Website is self-reported by the Provider and/or the Provider's staff and is not confirmed by Dental Intel. This information often changes frequently and may become out of date or inaccurate. Neither the Subscription Service, Website nor Dental Intel provides any advice or qualification certification for or about any Provider. You must independently verify any information to ensure it is accurate and up to date.
PROCEDURE/PRODUCT INFORMATION AND SERVICES: The procedures, products, services and devices discussed and/or advertised on the Subscription Service and Website are not applicable to all individuals, patients, or all clinical situations. Dental Intel makes no claims as to the effectiveness of any such procedures, products, services or devices. Any products and/or services represented on or through the Subscription Service or Website by advertisers, sponsors, other Subscription Service users, either paid or unpaid, or by Providers or other sources are included for your awareness and do not imply that they are appropriate for any particular individual or prediction of effectiveness, outcome or success.
7. Personal Information and Privacy
To operate the Subscription Service and Website as intended, Dental Intel collects and processes personal data. Please refer to Dental Intel’s Privacy Policy, which is incorporated into these Terms of Service, and informs users of our policies and practices related to collection, storage, processing, destruction, and other use of your personal data. You understand and agree that no data transmissions over the internet can be guaranteed to be 100% secure and that Dental Intel cannot ensure or warrant the security of any information transmitted to us.
If you choose, or you are provided with, a username, password or any other piece of information as part of Dental Intel's security procedures, you must treat such information as confidential and you must not disclose it to any third party. You agree to immediately notify Dental Intel of any unauthorized use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Dental Intel has the right to disable any user identification code or password, whether chosen by you or provided by Dental Intel, at any time, in Dental Intel's sole discretion for any or no reason, including, if in Dental Intel's opinion, you have failed to comply with any provision of these Terms of Service.
The Subscription Service tracks metadata and other usage data related to your and other users’ use of the Subscription Service (“Usage Data”) and shares such data with Dental Intel. Dental Intel shall own such Usage Data, other than the personal data incorporated therein. You agree that Dental Intel has the perpetual right to collect, aggregate, use, distribute and sell such Usage Data for any legal purpose, including without limitation for the purposes of providing services and improving the Subscription Service and Dental Intel’s products and services generally. Dental Intel may retain and use Usage Data permanently. To the extent such Usage Data contains any individually identifiable data or personal data, Dental Intel shall not sell or otherwise provide such Usage Data to any third party unless the data been anonymized (e.g., no name or address attached to the particular data) and/or aggregated with other users’ data, so that it is not identifiable as to any particular person. Notwithstanding the foregoing, Dental Intel may share Usage Data in its original form as necessary or appropriate to provide Services to you or to comply with its legal obligations.
8. Your Responsibilities:
You will be solely responsible for the payment of any fees required by any Provider with which you schedule an appointment, including, but not limited to, fees for a missed appointment.
You are solely responsible for all use of the Subscription Service, including any use of the Subscription Service with your username and password by others.
9. Modifying or Terminating Subscription Service and Account Security
We reserve the right to withdraw or modify the Subscription Service, and any service or material we provide on the Subscription Service, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Subscription Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Subscription Service, or the entire Subscription Service, to users, including registered users.
You are responsible for:
• Making all arrangements necessary for you to have access to the Subscription Service. • Ensuring that all persons who access the Subscription Service through your internet connection are aware of these Terms of Service and comply with them. • To access the Subscription Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Subscription Service that all the information you provide on the Subscription Service is correct, current and complete.
10. Intellectual Property Rights
The Subscription Service, Website and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Dental Intel, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Service permit you to use the Subscription Service for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Subscription Service or Website, except as follows:
• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials. • You may store files that are automatically cached by your Web browser for display enhancement purposes. • You may print or download one copy of a reasonable number of pages of the Subscription Service or Website for your own personal, non-commercial use and not for further reproduction, publication or distribution. • If Dental Intel provides desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications. • If we provide social media features with certain content, you make take such actions as are enabled by such features.
You must not:
• Modify copies of any materials from this site. • Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text. • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Subscription Service or Website. • Access or use for any commercial purposes any part of the Subscription Service or Website or any services or materials available through them.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Subscription Service or Website in breach of the Terms of Service, your right to use the Subscription Service and Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Subscription Service or Website or any of their content is transferred to you. All rights not expressly granted are reserved by Dental Intel. Any use of the Subscription Service or Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.
11. Prohibited Uses
You may use the Subscription Service and Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Subscription Service or Website:
• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise. • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in Section 16 of these Terms of Service. • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation. • To impersonate or attempt to impersonate Dental Intel, a Dental Intel employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing). • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Subscription Service, or which, as determined by us, may harm Dental Intel or users of the Subscription Service or expose them to liability.
Additionally, you agree not to:
• Copy (except as otherwise expressly permitted herein), modify, adapt, translate, or reverse engineer the Subscription Service or any portion of the Website, its content, Information, or materials and/or the Services; • Use the Subscription Service in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Subscription Service, including their ability to engage in real time activities through the Subscription Service; • Use any robot, spider or other automatic device, process or means to access the Subscription Service or Website for any purpose, including monitoring or copying any of the material on the Subscription Service or Website; • Use any device, software or routine that interferes with the proper working of the Subscription Service or Website; • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Subscription Service or Website, the server on which the Website is stored, or any server, computer or database connected to the Website; • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; • Misuse the Services by scheduling an appointment with a Provider which you have no intention of keeping; • Create user accounts by automated means or under false or fraudulent pretenses; • Collect or store personal data about other users; or • Otherwise attempt to interfere with the proper working of the Subscription Service or Website.
Dental Intel will determine, in its sole discretion, whether you have engaged in prohibited conduct or have violated these Terms of Service. Dental Intel's determination will be final and unreviewable, and you waive any and all rights you may have to challenge that decision.
In addition to Dental Intel's rights in these Terms of Service or under applicable law, Dental Intel may, but is not obligated to, take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms of Service.
12. User Feedback, Comments, and/or Contributions
The Subscription Service and/or Website may contain user review and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”). “User Contributions” does not include any individual’s personal data, personal health information or financial information.
All User Contributions must comply with the Content Standards set out in Section 16 of these Terms of Service. Further, you must act responsibly when providing User Contributions. Do not post any information that another user, Provider, or any other individual or entity may use to identify you.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website or Subscription Service, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, reproduce, modify, publicly perform, publicly display, distribute and otherwise disclose to third parties any such material for any purpose and to make adapt, edit, translate, prepare derivative works of, or incorporate into other works, your User Contribution. This license is non-exclusive, except you agree that Dental Intel will have the exclusive right to practice this license to the extent of combining your User Contribution with the User Contributions of other Website users for any reason.
You represent and warrant that:
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to Dental Intel and our affiliates and service providers, and each of their and our respective licensees, successors and assigns. • All of your User Contributions do and will comply with these Terms of Service. • You understand and acknowledge that you are solely responsible for any User Contributions you submit or contribute or User Contributions submitted using your account, and you, not Dental Intel, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Subscription Service or Website.
13. Monitoring and Enforcement; Termination
We have the right, but not the obligation, to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion. • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of other users or the public, or could create liability for Dental Intel. • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Subscription Service or Website. • Terminate or suspend your access to all or part of the Subscription Service, without notice, for any or no reason, including without limitation, any violation of these Terms of Service. • Terminate and/or suspend your registration, without notice, for any or no reason, including without limitation, any violation of these Terms of Service.
Dental Intel will not be liable to you or any third party for any termination of your access to the Subscription Service and/or the Services. Further, you agree not to attempt to use the Subscription Service and/or the Services after any such termination. The following will survive any termination of these Terms of Service: Sections 3, 4, 5, 7, 10, 11, 12, 13, 16, 19 through 28, and any other provisions which by their sense and context are intended to survive such termination.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Subscription Service or Website.
We cannot and do not undertake to review any or all material before it is posted on the Subscription Service or Website. While we will use reasonable efforts to respond in a timely manner regarding complaints about objectionable matter posted on the Subscription Service or Website, we cannot guarantee the timing of the removal of such material. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section, except for our gross negligence or willful misconduct.
14. Content Standards
These content standards apply to any and all User Contributions and use of our Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
• Contain any material which is inaccurate, outdated, false, misleading, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable. • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age. • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service. • Be likely to deceive any person. • Promote any illegal activity, or advocate, promote or assist any unlawful act. • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person. • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising. • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
15. Copyright Infringement
If you believe that any User Contributions violate your copyright, please see Section 28 regarding Copyright Disputes for instructions on sending us a notice of copyright infringement. It is the policy of Dental Intel to terminate the user accounts of repeat infringers.
16. Reliance on Information Posted
The Information and Services presented/provided on or through the Subscription Service and Website are made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of the Information or Services. Any reliance you place on such Information or Services is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Subscription Service or visitor to the Website, or by anyone who may be informed of any of their contents.
The Subscription Service and Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Dental Intel, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Dental Intel. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
17. Changes to the Subscription Service, Website and Services
You acknowledge and agree that the Subscription Service, Website, Software and other materials that may be made available as part of the Subscription Service may be modified and updated from time to time, in Dental Intel’s sole discretion. Dental Intel does not make any commitment to you that it will maintain any particular Software, features or materials on the Subscription Service. We do not warrant or guarantee the content of the Subscription Service or Website is complete or up-to-date. Any of the material on the Subscription Service or Website may be out of date at any given time, and we are under no obligation to update such material.
We may also change the Services provided on the Website from time to time, including, but not limited to, adding new services, substituting a new service for one of the existing Services, or discontinuing or suspending one of the existing services. Use of any new or modified Services will be governed by these Terms of Service. Dental Intel will not be liable to you or to any third party for any modification, suspension, or termination of any of the Services.
18. Additional Terms and Conditions
Additional terms and conditions may also apply to specific portions, services or features of the Subscription Service or Website. Those additional terms will govern your use of the particular Service to which the additional terms apply. By using the particular Service to which the additional terms apply, you agree to the additional terms. If you do not agree to the additional terms, then you must not use the Services to which the additional terms apply. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service. In the event of an irreconcilable difference between the additional terms and these Terms of Service, the additional terms will apply.
19. Geographic Restrictions; Legal Compliance with Export Laws
The owner of the Subscription Service and Website is based in the state of Utah in the United States. Dental Intel provides the Subscription Service and Website for use only by persons located in the United States. Dental Intel makes no claims that the Subscription Service, Website or any of their content is accessible or appropriate outside of the United States. Access to the Subscription Service or Website may not be legal by certain persons or in certain countries. If you access the Subscription Service or Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
20. Disclaimer of Warranties
THE SUBSCRIPTION SERVICE, SOFTWARE AND WEBSITE ARE PROVIDED “AS IS.” DENTAL INTEL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THIS DISCLAIMER SHALL NOT BE MODIFIED BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. DENTAL INTEL DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICE OR SOFTWARE IS ENTIRELY ERROR-FREE.
Dental Intel makes no representations concerning any Information, User Contributions or other content on or accessed through the Subscription Service, Website and/or the Services, and Dental Intel will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained on or accessed through the Subscription Service, Website and/or the Services. Dental Intel makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Subscription Service, Website and/or the Services.
Further, you understand that Dental Intel cannot and does not guarantee or warrant that files available for downloading from the internet, the Subscription Service or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SUBSCRIPTION SERVICE, WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SUBSCRIPTION SERVICE OR WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE LINKED TO THEM.
21. Limitation on Liability
DENTAL INTEL’S TOTAL LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF THIS AGREEMENT, INCLUDING ANY USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, SOFTWARE OR WEBSITE, SHALL BE LIMITED TO DIRECT DAMAGES, WHICH SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNT OF $100.00. IN NO EVENT SHALL DENTAL INTEL BE LIABLE FOR ANY LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICE, SOFTWARE OR WEBSITE, REGARDLESS OF WHETHER DENTAL INTEL HAS NOTICE OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Some jurisdictions prohibit certain limitations of damages in consumer contracts, so the above limitations may be superseded by law in some jurisdictions.
22. Indemnification
You agree to defend, indemnify and hold harmless Dental Intel, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Subscription Service or Website, including, but not limited to, your User Contributions, any use of the Subscription Service’s or Website's content, the Services and products offered on or through the Website, or your use of any information obtained from the Subscription Service or Website, or the violation of any intellectual property or other right of any person or entity, by your or any third party using your registration information. The foregoing indemnification obligation does not apply to liabilities, claims, and expenses arising as a result of our own gross negligence or intentional misconduct.
23. Governing Law and Jurisdiction
All matters relating to the Subscription Service, the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website will be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, in each case located in Salt Lake City, Utah, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your state of residence or any other relevant state. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
24. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE SUBSCRIPTION SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Waiver and Severability
No waiver of by Dental Intel of any term or condition set forth in these Terms of Service will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Dental Intel to assert a right or provision under these Terms of Service will not constitute a waiver of such right or provision.
If any provision of these Terms of Service is held by a court, or other tribunal of competent jurisdiction, to be invalid, illegal or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
26. Entire Agreement
These Terms of Service and any additional terms under Section 18 constitute the sole and entire agreement between you and Dental Intel with respect to the Subscription Service and Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Subscription Service and Website.
27. Electronic Contracting and Notices
If you draw, type or attach your signature or any other text, symbol or image in a box or space associated with any contract or form provided by Dental Intel, you are agreeing to be legally bound by the terms and conditions of that contract or form. Such action by you constitutes an “Electronic Signature,” which shall have the same force and effect as an original signature. No third party certification or verification is necessary to validate an Electronic Signature.
28. Copyright Disputes
We respect the intellectual property rights of others and we expect our users to do the same. If you believe any materials or content on the Subscription Service or Website are infringing, please notify us. We will respond to such notices, consistent with the Digital Millennium Copyright Act and other applicable laws. It is Dental Intel's policy to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (b) remove and discontinue Service to repeat offenders.
Dental Intel's designated agent to receive any notification under this section is:
Attn: Legal Operations Dental Intelligence, Inc. 2100 W Pleasant Grove Blvd., Suite 400 Pleasant Grove, UT 84062 USA
Or email to legal@DentalIntel.com
29. Assignment
Dental Intel may assign the Terms of Service or any or all of its obligations under these Terms of Service at any time with no notice to you. You may not assign, transfer, or sublicense these Terms of Service or any of your obligations under these Terms of Service and any attempt to do so in violation of this section will be null and void.
30. Your Comments and Concerns
The Subscription Service and Website are operated by Dental Intelligence, Inc., 2100 W Pleasant Grove Blvd., Suite 400, Pleasant Grove, UT 84062 USA.
All other feedback, comments, requests for technical support and other communications relating to the Subscription Service or Website should be directed to support@dentalintel.com
CUSTOMER TERMS OF SERVICE
These Customer Terms of Service (the “Terms”) are between Dental Intelligence, Inc. (“Dental Intel” or “we”) and the Customer identified in the accompanying Order (“Customer” or “you”). If Customer is a business or other legal entity, the person accepting these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions. If you are a User using the Subscription Service under the Customer’s license, applicable portions of these Terms are also binding upon you individually, including without limitation the Acceptable Use Policy and other restrictions in Section 3 and the terms in Sections 8, 9 and 10. Where applicable, “you” also refers to Users. PLEASE READ THESE TERMS CAREFULLY BEFORE ACCEPTING THEM BY SIGNING THE ACCOMPANYING ORDER. THESE TERMS GOVERN THE LICENSE AND USE OF THE SUBSCRIPTION SERVICE AND SOFTWARE OFFERED BY DENTAL INTEL AND PROVIDED TO CUSTOMER AND ITS USERS UNDER THE ORDER(S) EXECUTED BY CUSTOMER. BY SIGNING THE ORDER, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS ENTIRE TERMS OF SERVICE CONTRACT, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT ATTACHED AS EXHIBIT A. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT SIGN THE ORDER.
These Terms are effective between Customer and Dental Intel as of the date Customer signs the initial Order and that Order is accepted by Dental Intel (the “Effective Date”). The person accepting the Order and these Terms on behalf of Customer represents that he or she has the authority to bind such entity to these terms and conditions.
RECITALS: A. Dental Intel licenses certain software programs to customers (the “Software”) that are available to access through the cloud, via Dental Intel’s website (the “Website”) as a subscription service, together with other content and materials provided by Dental Intel on the Website or otherwise (the “Subscription Service”). B. Customer desires to access the Subscription Service, and Dental Intel desires to provide such access to Customer, subject to the terms and conditions of these Terms. In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dental Intel and you agree as follows: AGREEMENTS: In consideration of the mutual promises set out in these Terms, Dental Intel and Customer agree as follows:
Fees. (a) Fees. Access to the Subscription Service for Customer and its Users is subject to timely payment of the fees specified in the applicable Order(s) plus any applicable taxes (the “Fees”). Standard support and maintenance services for the Subscription Service, as described in Section 4(a), are included as part of such Fees at no additional charge. To determine taxes and fees, we use the address for the end-user location, which we consider to be the place of Purimary Use (“PPU”). This location may be different from the billing address we have on record, and it is your responsibility to contact Dental Intel to provide the address of the correct PPU. (b) Payment Terms. • The Payment and Cancellation Policy terms set forth at https://www.dentalintel.com/cancelpolicy.php apply to these Terms, unless otherwise agreed in writing by the parties. • Payment of the Fees for all accounts are required to be registered to pay via credit or debit card. Unless otherwise specified in the applicable Order, payments are due in advance, at the beginning of each period of your annual or monthly subscription term, as set forth in the Payment and Cancellation Policy. 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 Fees for the Subscription Service, and any other products or services ordered by you, using your payment method and for any paid feature of the Subscription Service that you choose to sign up for or use while these Terms are in force, including all recurring fees. Also, we may charge you up to the amount you've approved plus applicable taxes, and we will notify you in advance of the difference for recurring fees. We may bill you simultaneously for more than one of your prior billing periods. • You must keep all information in your billing account current. You can access and modify your billing account information within the Subscription Service. You may change your credit/debit card and contact information at any time. If either your original or your new card does not work or has insufficient funds, we may cancel the Subscription Service; however, you are still responsible and liable to Dental Intel for the full contracted payment amounts. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request. • By submitting your credit/debit card data to Dental Intel, you authorize Dental Intel to submit a financial transaction(s) to your issuing bank for settlement. Dental Intelligence will maintain all applicable PCI DSS requirements to the extent we possess or otherwise store, process, or transmit cardholder data on behalf of the customer, or to the extent that Dental Intelligence could impact the security of the cardholder data environment. You agree to contact Dental Intel in the event that you desire to cancel any recurring charge, at least thirty (30) days prior to the next billing cycle; provided that you may only cancel payments at the end of your contract term (annual or monthly), as set forth in the Payment and Cancellation Policy. 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. (c) Changes to Fees. We will notify you in advance, either through the Subscription Service or to the email address you have most recently provided to us, if we change the Fees for the Subscription Service. If the Order specifies a specific length of time and Fees for the Subscription Service, that price will remain in force for that specified period of time. After the initial term ends, if your account is renewed, your Subscription Service Fees will be charged at our then-current rates. If your Subscription Service account is on a periodic basis (for example, monthly) with no other specific term commitment, we will notify you of any change in the Fees at least thirty (30) days in advance. If you do not agree to these changes, you must cancel and stop using the Subscription Service by notification to Dental Intel at the contact information set forth at the end of these Terms (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 Subscription Service license 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. (d) Taxes and Other Charges. The Fees do not include taxes or third-party charges, such as data transmission charges and Internet access. Customer is responsible for all such charges and for all taxes and duties, other than taxes on Dental Intel’s net income. If Customer is a tax-exempt entity, Customer shall provide a tax-exemption certificate to Dental Intel. (e) Past Due Amounts. If any amounts owed by Customer are not paid on the due date, Dental Intel may, without limiting its other rights and remedies: (i) charge interest at the rate of 1% per month or the highest rate permitted by law, whichever is less, on the past due amounts; (ii) terminate these Terms under Section 7(b) and accelerate Customer’s unpaid fee obligations so that all such obligations become immediately due and payable, and/or (iii) suspend Customer’s and its Users’ access to the Subscription Service and turn off all shared links, until all outstanding amounts due are paid in full and have been processed by Dental Intel. If payment in full is not made, after ninety (90) days Customer’s and its Users’ accounts will be deactivated and all Customer Data will no longer be retrievable from the Subscription Service.Customer shall also be liable for all costs of collection, including reasonable attorney's fees, whether or not a suit is instituted. Customer is responsible for settling all outstanding balances in a timely manner and for maintaining updated billing information. (f) Integrated Plan Additional Policies & Cancellation. If you purchase the Subscription Service from a reseller or another third party , then you acknowledge and agree that such third party is responsible for keeping your account payments current and any failure to do so may result in cancellation of your access to the Subscription Service. You acknowledge and agree that such third party has the authority and ability to cancel your access to the Subscription Service. (g) Other. All amounts paid under these Terms are payable in U.S. dollars. All Orders are final and all payments are non-refundable, other than as expressly set forth in these Terms.
EXHIBIT A
BUSINESS ASSOCIATE AGREEMENT
If Customer is a Covered Entity or a business associate and includes Protected Health Information in Customer Data provided to Dental Intelligence, Inc. as a business associate or sub-business associate, the Customer Terms of Service between the parties (the “Terms”) will automatically incorporate the terms of this Business Associate Agreement (“BAA”) as part of the overall agreement between the parties. If there is any conflict between a provision in this BAA and a provision in the Terms, this BAA will control. In this BAA, Customer is referred to as “Covered Entity” and Dental Intelligence, Inc. or Dental Intel is referred to as “Business Associate.”
Unless otherwise defined in this BAA, all capitalized words, like PHI, have the meanings set forth in the HIPAA Privacy and Security Rules, 45 C.F.R. Parts 160, 162 and 164, as modified from time to time.
WHEREAS, Business Associate has been engaged by Covered Entity to perform certain services under the Terms, wherein Business Associate may need to access, use and/or disclose PHI received from Covered Entity as a business associate; and
WHEREAS, the parties desire to ensure that their respective rights and responsibilities under the Terms are in accordance with applicable federal statutory and regulatory requirements relating to the access, use and disclosure of Protected Health Information (or “PHI”), including, without limitation, the Standards for Privacy of Individually Identifiable Health Information, and the Security Standards, collectively codified at 45 C.F.R. Parts 160, 162 and 164 (respectively the “Privacy Standards” and “Security Standards” ) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act, as set forth in Subtitle D of the American Recovery and Reinvestment Act of 2009 (“HITECH”); and
WHEREAS, the purpose of this BAA is to satisfy the applicable standards and requirements of HIPAA, HITECH, the Privacy Standards and the Security Standards and regulations thereunder;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and BAA set forth herein, Business Associate and Covered Entity agree as follows:
a. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean Dental Intelligence, Inc.
b. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this BAA, shall mean the party identified as the Covered Entity in the first paragraph above.
c. "Electronic Health Record" shall have the same meaning as the term "electronic health record" in the American Recovery and Reinvestment Act of 2009, § 13400(5).
d. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164 and regulations issued thereunder, as may be expanded by HITECH.
e. “Protected Health Information” or “PHI” has the meaning given to Protected Health Information in the HIPAA Rules.
f. Other Terms. The following terms used in this BAA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Electronic Protected Health Information (or “Electronic PHI”), Electronic Transactions Rule, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required by Law, Secretary, Security Incident, Subcontractor, Transaction, Unsecured Protected Health Information, and Use.
g. Regulatory References. A reference in this BAA to a section in the HIPAA Rules means the section as then in effect or as amended.
a. Use and Disclosure of PHI. Not Use or Disclose PHI other than as permitted or required by this BAA, as set forth in Section 4.a below, or as required by applicable law;
b. Safeguards. Use reasonable and appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 and HITECH with respect to electronic PHI, to protect the security of all PHI received from Covered Entity against Security Incidents, prohibited Uses or Disclosures of PHI or other misuse of PHI, as required by the HIPAA Rules;
c. Required Reporting. Report to Covered Entity, within thirty (30) days, any prohibited Use or Disclosure of PHI received from Covered Entity of which Business Associate becomes aware, by Business Associate, any of its employees, Subcontractors or agents, or any third party receiving or obtaining such PHI from or through Business Associate, including Breaches of Unsecured Protected Health Information, in addition to any other reporting obligations of Business Associate under the HIPAA Rules, and report any Security Incident of which it becomes aware; provided, however, that the parties acknowledge and agree that from time to time Unsuccessful Security Incidents may occur, that this section constitutes notice to Covered Entity for such incidents, and that no additional notice to Covered Entity is required for such incidents. “Unsuccessful Security Incidents” means any pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and/or comparable attacks or attempts, as long as no such incident results in unauthorized access, Use or Disclosure of PHI. Such reports will include a description of the PHI used or disclosed and the nature of the Use or Disclosure, to the extent such information is known by Business Associate;
d. Subcontractors. In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any Subcontractors that create, receive, maintain, or transmit PHI or Electronic PHI on behalf of Business Associate agree to same restrictions, conditions, and requirements that apply to Business Associate with respect to such PHI or Electronic PHI; including the obligation to report to Business Associate any instances of which it is aware of violation of the BAA with respect to PHI or Electronic PHI;
e. Individual and Third Party Requests. If Business Associate receives a request from an Individual or any third party to inspect, obtain a copy of, or amend PHI, Business Associate will forward such request in writing to Covered Entity within five (5) business days of receiving the request. Covered Entity will be responsible for making all determinations regarding the third party request for PHI; Business Associate will neither make such determinations nor release PHI to a third party pursuant to such a request, except if and to the extent required by the HIPAA Rules;
f. Designated Record Sets. If Business Associate’s services under the Terms require it to maintain a Designated Record Set, then:
(i) within ten (10) business days of Covered Entity’s request to Business Associate for a copy of PHI, Business Associate will provide the requested PHI to Covered Entity, as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.524; and
(ii) Business Associate will make any amendment(s) to PHI in a Designated Record Set as directed or agreed to by Covered Entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.526;
g. Accounting of Disclosures. Maintain and, within thirty (30) days of receiving a request, or sooner if Required by Law, make available the information required to provide an accounting of disclosures to either Covered Entity or the Individual as necessary to satisfy Covered Entity’s obligations under 45 CFR 164.528, for a period of at least six (6) years following the date of termination of this BAA;
h. Comply with Applicable Obligations of Covered Entity. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s);
i. Books and Records. Make its internal practices, books, and records relating to the Use and Disclosure of Covered Entity’s PHI available to the Secretary for purposes of determining compliance with the HIPAA Rules. Neither Business Associate nor Covered Entity waives any attorney-client, accountant-client, or other legal privilege or confidentiality as a result of this Section 3.i; and
j. Training. Business Associate will require each employee who will have access to PHI of Covered Entity, to comply with the restrictions and conditions applicable to Business Associate herein. Business Associate will train its employees who may have access to PHI regarding the terms and conditions of this BAA and their obligations under the HIPAA Rules.
k. Electronic PHI. Business Associate will comply with the Security Standards and will use appropriate administrative, technical, and physical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of Electronic PHI that Business Associate creates, receives, maintains, or transmits on Covered Entity's behalf, as required by the Security Standards. Business Associate shall review and modify the security measures implemented in accordance with the above as needed to continue provision of reasonable and appropriate protection of Electronic PHI. Business Associate shall update documentation of such security measures in accordance with 45 C.F.R. § 164.316(b)(2)(iii) and shall designate a security officer and undertake appropriate training of its personnel in accordance with the Security Standards.
l. Compliance with Electronic Transactions Rule. If Business Associate conducts in whole or part electronic Transactions on behalf of Covered Entity for which the Department of Health and Human Services has established standards, Business Associate shall comply, and will require any Subcontractor it involves with the conduct of such Transactions to comply, with each applicable requirement of the Electronic Transactions Rule.
a. Permitted Uses and Disclosures. Business Associate may only Use or Disclose PHI received from Covered Entity:
(i) as required to perform services for Covered Entity as specified under the Terms or other agreement between the parties;
(ii) for Business Associate’s proper management and administration (including improving its services), or to carry out the legal responsibilities of Business Associate, provided the disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and Used or further Disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached;
(iii) to provide Data Aggregation services relating to the Health Care Operations of Covered Entity, if so provided under the Terms or otherwise agreed in writing by the parties; and/or
(iv) to create de-identified information, in accordance with the standards set forth in 45 CFR 164.514(a)-(c), and to use and disclose such de-identified information for any purpose permitted by law.
b. Required Uses and Disclosures. Business Associate shall disclose PHI (i) when required by the Secretary of HHS under 45 C.F.R. Part 160, Subpart C to investigate or determine Business Associate’ compliance with Subchapter C of 45 C.F.R., Subtitle A, and (ii) to Covered Entity, the individual or the individual's designee, as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524(c)(2)(ii) and (3)(ii) with respect to the individual's request for an electronic copy of his or her PHI.
c. Access. Business Associate will make available PHI in accordance with 45 C.F.R. § 164.524, upon request from Covered Entity, so that Covered Entity may meet its access obligations under 45 C.F.R. § 164.524.
d. Minimum Necessary. Business Associate will, in its performance of the functions, activities, services, and operations specified above, make reasonable efforts to use, to disclose, and to request only the minimum amount of the PHI reasonably necessary to accomplish the intended purpose of the use, disclosure or request, except that Business Associate will not be obligated to comply with this minimum-necessary limitation of 45 C.F.R. § 164.502(b) if neither Business Associate nor Covered Entity is required to limit its use, disclosure or request to the minimum necessary. Business Associate and Covered Entity acknowledge that the phrase "minimum necessary" shall be interpreted in accordance with 45 C.F.R. § 164.502(b)..
e. Subpart E. Business Associate may not Use or Disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Covered Entity, except for the specific Uses and Disclosures set forth in Section 4.a.
a. Notice of Privacy Practices. Covered Entity shall notify Business Associate of any limitation(s) in the Notice of Privacy Practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.
b. Notice of Changes in Consent. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or Disclose his or her PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI.
c. Notice of Restrictions. Covered Entity shall notify Business Associate of any restriction on the Use or Disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI.
d. Permitted Requests. Covered Entity will not request or require Business Associate to Use or Disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.
a. Term. The Term of this BAA shall begin upon the effective date of the Terms and shall continue in effect until terminated as provided herein and until Business Associate returns or destroys all PHI of Covered Entity.
b. Termination at End of Business Association. This BAA will automatically terminate without further action of the parties upon the termination or expiration of the business association between Business Associate and Covered Entity.
c. Termination for Cause. If either party materially breaches this BAA, the other party may terminate this BAA and, at its election, the underlying Terms, subject to thirty (30) days prior written notice and opportunity to cure the breach.
d. Effect of Termination. Within thirty (30) days of the termination of this BAA, Business Associate will either return to Covered Entity or, if agreed to by Covered Entity, destroy all PHI received from Covered Entity or created, maintained, or received by Business Associate on behalf of Covered Entity, that Business Associate still maintains in any form (including any information in the possession of any employee, Subcontractor or other agent of Business Associate). Upon request of Covered Entity, Business Associate will provide a certificate to Covered Entity acknowledging such destruction. Business Associate will thereafter retain no written, digital, back-up or other copies of any PHI of Covered Entity. Notwithstanding the foregoing, if the return or destruction of PHI upon termination is not feasible, Business Associate shall so inform Covered Entity and will continue to maintain the security and privacy of such Protected Health Information in a manner consistent with the obligations of this BAA and as required by applicable law, for so long as Business Associate is in possession of such information. Business Associate will return or destroy such retained PHI as soon as is reasonably feasible. Business Associate may retain all de-identified information created prior to the date of termination of this BAA. The obligations of Business Associate under this Section 6 shall survive the termination of this BAA.
a. Assignment; Binding Effect: This BAA is personal to Business Associate and Covered Entity and may not be assigned or delegated by either party without the prior written consent of the other party in each instance; provided, however, that in the event of a permitted assignment of the Terms, this BAA may be assigned together with the Terms. This BAA shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors, and permitted assigns.
b. Entire BAA; Amendment: This BAA contains the entire BAA between the parties, and supersedes all prior or contemporaneous BAAs, understandings, or representations with respect to the subject matter hereof. This BAA may be amended only by written BAA of the parties. Business Associate and Covered Entity agree to amend this BAA to the extent necessary to allow both parties to comply with the HIPAA Rules as they may be amended or recodified from time to time, or to comply with other applicable regulations or statutes for the protection of PHI.
c. Severability. If any term or provision of this BAA shall to any extent be invalid or unenforceable, the remainder of this BAA shall not be affected thereby and each term and provision of this BAA shall be valid and enforced to the fullest extent permitted by law.
d. Conflict: The terms and provisions of this BAA shall supersede any other conflicting or inconsistent terms and provisions in the Terms, including any other attachments thereto and documents incorporated therein by reference.
e. Choice of Law and Venue: This BAA shall be construed in accordance with the laws of the State of Utah, without giving effect to the choice of law provisions thereof. Venue for any action or proceeding related to this BAA shall be in the state or federal courts of the state of Utah, as appropriate. The parties agree to the personal jurisdiction and venue of such courts.
f. Notices. Any notice or report hereunder shall be deemed given if delivered or sent by first class mail, postage prepaid, addressed to the other party at the address set forth in the Terms, or at such other address as designated by the party by written notice, or by commercial delivery service, or by confirmed email or facsimile. If notice is given by mail and the notice affects the other parties' rights hereunder, the effective date of the notice shall be seven (7) days after the date of mailing or the date the notice is received, whichever is earlier.
g. Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with the HIPAA Rules.
