Effective Date: June 1, 2024
These Customer Terms of Service (the “Terms”) are between Dental Intelligence, Inc. (“DI” or “we”) and the Customer identified in the accompanying Order (“Customer” or “you”) (these Terms plus the accompanying Order are collectively referred to herein as the “Agreement”). 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. If you are a User of 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 relevant provisions set forth in Sections 2, 5, 8, 9, 10, 12, and 17. Where applicable, “you” also refers to Users (other defined terms used in this section are set forth below). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCEPTING THEM BY SIGNING THE ACCOMPANYING ORDER. THESE TERMS GOVERN THE LICENSE AND USE OF THE SUBSCRIPTION SERVICE OFFERED BY DI AND MADE AVAILABLE TO CUSTOMER AND ITS USERS UNDER THE ORDER(S) EXECUTED BY CUSTOMER. BY SIGNING THE ORDER, YOU ARE INDICATING YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT INCORPORATED INTO THESE TERMS BY REFERENCE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT SIGN THE ORDER.
These Terms are effective between Customer and DI as of the “Subscription Start Date” or other effective date identified in the Order (the “Effective Date”). The person accepting the Order and these Terms on behalf of Customer represents that he or she is Authorized Customer Personnel and has the authority to bind Customer to these Terms.
AGREEMENT:
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, DI and Customer (on behalf of itself and its Users) agree as follows:
(a) “Acceptable Use Policy” means the acceptable use policy and terms set forth in Section 2(b).
(b) “Business Associate Agreement” or “BAA” means the Business Associate Agreement, as set forth at https://www.dentalintel.com/terms/BAA which is hereby incorporated into these Terms by reference.
(c) “Cancellation Policy” means DI’s policies relating to its subscription plans, billing, cancellation, and refunds, as set forth at https://www.dentalintel.com/cancellation and is hereby incorporated into these Terms by reference.
(d) “Confidential Information” means DI’s pricing, Customer Data, either party’s non-public business and technology information, the Software, trade secrets, any written materials marked as confidential and any other information which reasonably should be understood to be confidential. Confidential Information excludes information that the receiving party can document: (i) is or becomes generally available to the public without fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to its disclosure by the other party; (iii) is independently developed without the use of any Confidential Information of the disclosing party; or (iv) is obtained without obligation of confidentiality from a third party who has the right to disclose it. The receiving party also may disclose Confidential Information to the extent required under a judicial or legislative order or proceeding or as necessary to comply with open records acts or other freedom of information laws or regulations; provided that it gives the disclosing party, if legally permissible, reasonable prior notice and an opportunity to respond or object to the disclosure.
(e) "Customer Data" means all electronic data, content and information input by Customer and Users into the Subscription Service, including any Personal Information of individuals. Customer Data does not include any Feedback or Usage Data.
(f) “De-identified Data” has the meaning set forth in Section 5(a).
(g) “DI Materials” means the Subscription Service, Software, documentation, the Website and its contents (including all content generated by the Subscription Service, except for Personal Information provided by Customer and its Users), DI’s trademarks and service marks, custom developments, Modifications, training materials, and other written or electronic documents and materials produced by DI that relate to the Subscription Service, and all intellectual property rights in the foregoing.
(h) “Feedback” means any suggestions, ideas, enhancement requests, complaints or other feedback from Customer or Users relating to the Subscription Service or DI Materials.
(i) “Location(s)” refers to specific offices of Customer that are licensed to use the Subscription Service, as listed in Customer’s Order(s) or such other form established by DI for the addition or removal of offices from the Subscription Service.
(j) “Modifications” means updates, upgrades, patches, improvements, enhancements, bug fixes, additional features, and other modifications to the Subscription Service or other DI Materials.
(k) "Order(s)" means the Customer Order entered and governed by the Agreement between the parties, and/or any other mutually agreed electronic or written documents for placing orders in connection with these Terms. Orders may be for Customer’s and its Users’ initial access to the Subscription Service, for adding additional Locations to Customer’s license, or for any other products or Services of DI. Orders are subject to acceptance by DI. Orders are hereby expressly incorporated into these Terms, except as provided in Section 17(a).
(i) “Privacy Policy” means the DI Privacy Policy, as set forth at https://www.dentalintel.com/terms/privacy which is hereby incorporated into these Terms by reference. The Privacy Policy may be modified and updated by DI from time to time, and the then-current Privacy Policy will apply from and after the time it is posted on the Website.
(m) “Services” means technical support, Software maintenance, and other services offered by DI to customers as part of or in connection with the Subscription Service, including consulting or other professional services for which DI may charge a separate fee.
(n) “SMS Volume Limits and Pricing Policy”. The SMS Volume Limits and Pricing Policy, as set forth at https://www.dentalintel.com/terms/SMS, which is hereby incorporated into these Terms by reference, means DI’s policies related to volume and pricing for use of texting functionality used in connection with the Subscription Services. This policy may be updated from time to time and shall be applicable to Customer as of the effective date of the next renewal of its Subscription Service unless otherwise agreed by Customer or as otherwise specified in an Order.
(o) “Software” means the software program(s) that DI makes available to Customer as part of the Subscription Service. Software also includes any downloadable software provided by DI as part of the Subscription Service and any Modifications to all the foregoing. Software will be provided to Customer only through online access as part of the Subscription Service.
(p) “Subscription Service” means the subscription service specified in an Order, providing online access to hosted Software and any related products and Services offered by DI that are made available online to Customer, including any associated offline components. The Subscription Service will be hosted either on DI servers or the servers of a third party hosting provider. Subscription Service excludes any Third Party Software or Third Party Integrations.
(q) “Term” means the Initial Term of the Subscription Service together with any and all Renewal Terms, as those terms are defined in Section 7(a).
(r) “Third Party Integrations” means the available integrations found at https://www.dentalintel.com/terms/3rdParty, which is hereby incorporated herein and made a part hereof. Third Party Integrations are subject to separate terms and conditions pursuant to an agreement entered by between Customer and such third party.
(s) “Third Party Software” means software owned by third parties and licensed to DI for customers to use in connection with the Subscription Service, including open source software.
(t) "Users" means employees, independent contractors, staff and other individual persons that Customer authorizes to use the Subscription Service, solely for Customer’s own internal business purposes.
(u) “Website” means the DI website where Customer and its Users access the Subscription Service, and/or other web pages designated by DI where resources and Services related to the Subscription Service are provided by DI (excluding third party websites).
(a) Use of Subscription Service. Use of the Subscription Service and Software is limited to Customer’s own internal business purposes related to analyzing and growing its business, and only for the authorized Locations. Customer is granted the right to authorize Users to access and use the Subscription Service, for the sole benefit of Customer’s business. Customer and Users are authorized to use the Software only as part of the Subscription Service, except as otherwise specifically set forth in these Terms or in the terms of use for a particular Software product.
(b) Acceptable Use Policy. Customer and its Users may not use the Subscription Service or other DI Materials in any of the following ways: (i) in any way that violates these Terms or is prohibited by law, regulation, or governmental order; (ii) distributing any viruses or other malicious code, spam, or any other materials or instructions that may cause harm or injury to anyone; (iii) violating the rights of others, including violating any person’s right of privacy or any copyright, trademark, or other intellectual property rights; (iv) reverse engineering, disassembling, decompiling or otherwise attempting to derive source code, trade secrets, algorithms, programming methods or Confidential Information from the Software or Subscription Service; (v) modifying or creating derivative works of the Software, Subscription Service or any other DI Materials, or using them in order to build a competitive product or service, or copying any features, functions or graphics of the Subscription Service, Software or Website; (vi) removing, altering, or obfuscating any copyright notices or other proprietary rights notices placed or embedded by DI on or in any DI Materials; (vii) uploading any libelous or unlawful material; (viv) trying to gain unauthorized access to or disrupt any service, device, data, account or network; (ix) in a way that could harm the Subscription Service, including any way which could damage, disable, overburden, or impair the Subscription Service or interfere with anyone’s use of the Subscription Service; (x) obtaining or attempting to obtain any materials or information by circumventing any access or use restrictions or by any other unauthorized methods, such as hacking or password mining; (xi) using any bots, spiders, page-scraping or other automated or manual processes or methods to copy or monitor the Subscription Service or any of its contents; (xii) making an unauthorized transfer to your Subscription Service account or allowing others unauthorized access to the Subscription Service through your account; (xiii) marketing or promoting any product or service that is not available through DI; or (xiv) assisting or encouraging anyone to do any of the foregoing. Violation of this Acceptable Use Policy may result in suspension or termination of the Subscription Service for the responsible User or Customer for cause in accordance with Section 7(b).
(c) Geographic Scope of License. Customer’s use of the Subscription Service is limited to the United States, and Customer and its Users will not input or allow to be added any Personal Data of non-U.S. residents into the Subscription Service, unless and until otherwise expressly agreed in writing by DI. Customer acknowledges that use of the Subscription Service for any business operations outside of the U.S. requires additional due diligence to ensure that that the parties are able to comply with data security, privacy, and other applicable laws and regulations.
(d) Modifications. Customer and Users may not modify the Subscription Service or other DI Materials in any way, other than adding, modifying and deleting its own Customer Data. Customer acknowledges and agrees that DI may make Modifications to the Subscription Service and other DI Materials from time to time, in DI’s sole discretion. DI reserves the right, in its sole discretion, to make unscheduled deployments of Modifications at any time and may add or remove functionalities or features, and may suspend the Subscription Service while updating it.
(e) Customer’s Obligations Relating to Data. Customer has the sole responsibility for the nature, accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use and disclose all Customer Data, including Customer’s right to provide Customer Data to DI pursuant to these Terms. Customer will promptly address and resolve any notices and claims relating to the Customer Data, including any privacy, HIPAA or other matters or notices sent by any person claiming that any Customer Data violates any person's rights, such as take-down notices pursuant to the Digital Millennium Copyright Act. Customer hereby grants DI and its contractors the right, to use, modify, adapt, reproduce, distribute, display and disclose Customer Data posted on the Subscription Service solely to the extent necessary to provide the Subscription Service and other Services or as otherwise permitted by these Terms.
(f) Users. Each User will be required to accept these Terms prior to accessing the Subscription Service. Customer is responsible for ensuring that its Users comply with these Terms. However, DI’s representations, warranties and commitments set forth in these Terms are made only to Customer, not to its Users.
(g) Open Source and Third Party Software. The parties acknowledge that the Software contains open source code and other Third Party Software components. Open source components are subject to the applicable third party license terms, which are available upon request. Other Third Party Software that is embedded in the Software, or provided by DI as an integrated part of the Subscription Service, is sublicensed by DI to Customer pursuant to these Terms, as applicable, unless DI provides a separate third party license(s) for such Third Party Software to Customer. Third Party Software is licensed only for use in connection with the Software, unless otherwise permitted under an open source license.
(h) SMS Volume Limitations. Text messaging via the Subscription Services may be subject to volume limitations as set forth in these Terms and the SMS Volume Limits and Pricing Policy.
(a) Technical Support and Maintenance. DI will provide Customer with reasonable technical support and maintenance Services to assist Customer in utilizing the Subscription Service. DI technicians will use reasonable, good faith efforts to resolve Customer’s problems. DI will respond to support interactions based on: (i) the order that such interactions are received; and (ii) the relative importance of such interactions as reasonably determined by DI. DI may update its support and maintenance policies from time to time.
(b) Professional Services. Upon Customer’s request and subject to a separate written Order or statement of work (“SOW”) between the parties, Customer may purchase training, consulting services, or other professional Services from DI. All such Services are subject to the terms and conditions set forth in such Order or SOW as well as these Terms, to the extent not conflicting with such Order or SOW.
(c) Third-Party Integrations. You may elect to enable Third Party 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 any 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.
(a) DI Ownership. As between the parties, DI owns and retains all right, title and interest in and to the Subscription Service, Software, and all other DI Materials. DI also owns all right, title and interest in and to de-identified and aggregated Customer Data, as more fully described in Section 9(f) (“De-identified Data”). Third Party Software is owned by the applicable copyright holders. Portions of DI’s Software, DI Materials, and other aspects of the Subscription Services may be licensed to it by third parties. The Subscription Service, Software, and all other DI Materials (collectively, “DI IP”) may be used by Customer and Users only for the purposes described in the Agreement and pursuant to these Terms. Any rights not expressly granted to Customer are reserved by DI. Neither these Terms nor any other agreement between the parties changes ownership of any pre-existing DI IP.
(b) Customer Ownership of its Data. As between the parties, Customer owns and shall retain all right, title and interest in and to all Customer Data. Customer Data does not include Feedback, Usage Data (as defined below), or De-identified Data.
(c) Feedback. DI shall own all rights and title to Feedback, and may incorporate it into any of its DI IP, as well as other products and services in DI’s sole discretion. DI shall exclusively own all right, title and interest in and to any DI IP regardless of whether it is based on or incorporates any Feedback, subject to the licenses granted herein to Customer.
(d) Usage Data. The Subscription Service tracks metadata, statistics, metrics, and other usage data related to Customers’ and Users’ use of the Subscription Service (“Usage Data”) and shares such data with DI. DI shall own such Usage Data. DI shall have the perpetual right to collect, aggregate, use, retain, 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 Company’s products and services generally. To the extent such Usage Data contains any Personal Information, DI shall not sell or otherwise provide such Usage Data to any third party unless the data been anonymized in accordance with DI’s Privacy Policy. Notwithstanding the foregoing, DI may share Usage Data in its original form as necessary or appropriate to provide services to Customer (for example, using a third party to process payments) or to comply with legal obligations.
(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 usage based fees such as SMS fees incurred in accordance with the SMS Volume Limits and Pricing Policy, increases in fees pursuant to Section 6(c) below (the “Fees”), plus any applicable taxes. 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 primary use (“PPU”). This location may be different from the billing address we have on record, and it is your responsibility to provide DI the address of the correct PPU.
(b) Payment Terms. The Cancellation Policy applies to this Agreement, unless otherwise expressly agreed in writing by the parties. All accounts are required to be enrolled to pay all Fees and applicable taxes via credit or debit card. Unless otherwise specified in the applicable Order, payments are due in advance, at the beginning of the Initial Term and each successive Renewal Term. By submitting your credit/debit card information to DI, you understand and agree that you are expressly authorizing DI to submit financial transaction(s) to your issuing bank for settlement. Further, this submission is your express authorization to us to charge you for the Fees for the full Term of the Subscription Service, usage based fees such as SMS Fees incurred in accordance with the SMS Volume Limits and Pricing Policy, increases in Fees pursuant to Section 6(c) below, all applicable taxes, and Fees for 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 during the Term, including all recurring Fees. In the event the amount of Fees and applicable taxes to be billed will exceed the amount you have authorized us to charge you (unless due to billing multiple prior billing periods as permitted below), we will notify you in advance of the increase in charges prior to processing the Fees in excess of the authorization. We may bill you simultaneously for more than one of your prior billing periods in the event you have unpaid or overdue Fees for your account. You must keep all information in your billing account accurate and current at all times. You can access and modify your billing account information, including updates to your credit/debit card and contact information, within the Subscription Service at any time. If either your credit/debit card cannot be successfully processed, is declined, or has insufficient funds, we may suspend or cancel the Subscription Service in accordance with Section 7(b); however, you are still fully responsible and liable to DI for all Fees for the full Term and any and all past due amounts will be collected in accordance with Section 6(e). You must provide thirty (30) days’ prior notice to DI of requests to update your payment details. Provision of such notice will not affect charges we submit to your billing account within the applicable thirty (30) day notice window, and you agree to indemnify and hold DI harmless from any claim, loss or damage that you suffer for changes requested to your payment details that are still within the notice window. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you must contact DI within the sooner to occur of: (i) thirty (30) days from the date of the relevant transaction; or (ii) a minimum of fifteen (15) days prior to the next billing cycle or you waive the right to dispute charges during the prior billing cycle. Upon proper, timely notification, DI will review your account and, in the event of confirmation of an error caused by DI which resulted in an overcharge, we will issue a credit to your credit/debit card to correct the error. In the event the error resulted in an undercharge to you, DI will charge you the amount of the undercharge within the sooner to occur of thirty (30) days from the date of confirmation of the error or your next billing cycle.
(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 Fees for the Subscription Service for a specified Term, that specified price will remain in force for that specified Term. After the Initial Term ends, if your account is renewed, your Subscription Service Fees will be charged at our then-current rates at the commencement of the Renewal Term. 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 in accordance with this Section 6(c). If you do not agree to these changes, you must cancel the Subscription Service by providing notification to DI in accordance with the Cancellation Policy. If you cancel in accordance with this Section 6(c), your Subscription Service license ends at the end of your Term.
(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 DI’s net income. If Customer is a tax-exempt entity, Customer shall provide a tax-exemption certificate to DI.
(e) Past Due Amounts. Customer is responsible for settling all outstanding balances in a timely manner and for maintaining current, accurate billing information on file with DI at all times. If any Fees or other amounts owed by Customer are not paid in full on or before the due date, DI may at its option, and 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 the Order and Agreement in accordance with Section 7(b) of these Terms, and accelerate all remaining unpaid Fee obligations for the full contracted Term, so that the full amount for the entire remainder of the Term becomes 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 overdue outstanding amounts are received by DI and paid in full. If payment in full is not made within sixty (60) days of their due date(s), Customer’s and its Users’ accounts will be deactivated and all Customer Data will no longer be retrievable from the Subscription Service and DI may thereafter purge Customer Data with no further obligation to Customer. Customer shall also be liable to DI for all costs of collection, including reasonable attorney's fees, whether or not a suit is instituted.
(f) Integrated Plan Additional Policies & Cancellation. If you purchase the Subscription Service from a reseller or other authorized 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 by such third party may result in cancellation or suspension 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, and DI shall have no liability or responsibility to you for the acts or omissions of such third party.
(g) Other. All amounts paid under these Terms are payable in U.S. dollars. All Orders are final and non-cancellable except as expressly set forth herein. All payments are non-refundable, other than as expressly set forth in these Terms.
(a) Term and Renewal. The Agreement will commence on the Effective Date and will continue for the initial Term specified in the applicable Order(s) (the “Initial Term”). At the end of the Initial Term, the Order and Agreement will automatically renew for additional renewal Terms (each a “Renewal Term”) at DI’s then-current rates unless otherwise agreed in writing by the parties, unless either party terminates or cancels the Agreement in accordance with the Cancellation Policy. The length of each Renewal Term depends upon Customer’s subscription plan and Term, and will be as set forth in the Cancellation Policy unless otherwise expressly specified in an Order.
(b) Termination or Suspension for Cause. Either party will have the right to terminate these Terms and Customer’s account for cause at any time, upon written notice, in the event of (i) any material breach of these Terms by the other party, subject to thirty (30) days prior written notice and opportunity to cure such breach; or (ii) the other party’s bankruptcy, dissolution, distribution of a substantial portion of its assets, or cessation of all or substantially all of its normal business affairs. Additionally, DI may temporarily suspend Customer’s and its Users’ access to the Subscription Service for any actual, threatened, or suspected breach of these Terms, until the breach is resolved, or termination occurs (system updates and maintenance which result in a temporary interruption of access to the Subscription Services shall not be deemed a suspension pursuant to this section). You acknowledge that if your access to the Subscription Service is suspended or terminated, you may no longer have access to the Customer Data that is stored in the Subscription Service and DI shall have no further obligations to you with respect to such Customer Data. It is Customer’s exclusive obligation to retrieve any Customer Data that Customer wishes to retain prior to the effective date of any such termination or suspension.
(c) Termination for Account Inactivity. Additionally, if your account is not currently subject to a prepaid subscription plan, DI in its discretion may terminate your account if: (i) you do not engage in any activity in your account within thirty (30) days after becoming a registered Customer or User, or (ii) you do not engage in any activity in your account for any period of one hundred twenty (120) days. In the event of such termination, any Customer Data you may have stored in the Subscription Service will be deleted.
(d) Effect of Termination. Prior to the effective date of the expiration or termination of the Agreement, Customer must promptly pay all outstanding amounts owed to DI. Each party will promptly return to the other party all Confidential Information of the other party and delete any copies of such information or materials from its systems and files. Upon termination by DI, for reasons other than cause, or at your direction, you may request access to your Customer Data on the system, which we will make available beyond the effective date of termination for your retrieval for an additional fee. You must make such request with thirty (30) days following such expiration or termination. Otherwise, any Customer Data you have stored with the Subscription Service may not be retrievable, and DI will have no obligation to maintain any data stored in your account. Sections 2(b), 2(d), 5, 6, 7(d), 8, 9, 12, 13, 16 and 17 will survive termination of the Agreement.
(a) Reasonable Safeguards. DI agrees to maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including protected health information (“PHI”) and other personally identifiable information and data of Users, Customer’s patients, and other individuals (collectively, “Personal Information”). DI will not disclose or use PHI or Personal Information except (i) as set forth in these Terms, the Privacy Policy or the BAA, (ii) as compelled by law, (iii) as expressly permitted or instructed by Customer, or (iv) as reasonably necessary in order to provide the Subscription Service and other Services.
(b) Business Associate Agreement. With respect to the PHI of Customer’s patients that is input by Customer, Users, patients, or patients’ guardians into the Subscription Service, or that DI otherwise has access to in connection with these Terms, the parties hereby agree to the terms of the BAA incorporated into these Terms. In the event of a conflict between the BAA, these Terms or the Privacy Policy, the BAA will control with respect to PHI.
(c) Privacy Policy. Subject to Section 9(b), the PHI and Personal Information that DI obtains through Customer’s or Users’ use of the Subscription Service, Software, Services or any portion of the Website, whether through the registration process or otherwise, is governed by the Privacy Policy. The Privacy Policy sets forth DI’s policies and practices for collecting, using, maintaining, protecting and disclosing such information. If a User or a patient does not agree with the Privacy Policy, they may not use the Subscription Service, Software, Services or Website.
(d) Processing in the U.S. The servers that host DI’s Subscription Service, Software, and Website are based in the United States, and all content, information, PHI and Personal Information provided to DI will be received, processed and stored in the United States. Notwithstanding the foregoing, subject to compliance with applicable privacy and/or other laws and regulations, DI reserves the right to store and process Customer Data (including Personal Information and PHI) outside of the United States, subject to DI providing Customer with thirty (30) days’ prior notice of any such change.
(e) Rights of Data Subjects. DI will comply with Users’ and patients’ requests to exercise of their rights with respect to their Personal Information pursuant to the Privacy Policy and applicable laws and regulations. Requests relating to PHI will be handled in accordance with the BAA.
(f) De-Identified Data; Use for Analyses. Unless otherwise prohibited by applicable law, DI may de-identify PHI or Personal Information in accordance with applicable law, and may use and disclose such De-identified Data for any legal purpose. DI owns all right, title and interest in and to De-identified Data. DI may also use PHI or Personal Information in order to prepare analyses and reports, such as activity or quality-metrics reports, or any other reports the Subscription Service makes available, in order to render these reports to you. Preparation of such analyses and reports may include the use of data aggregation services relating to your treatment and health care operations, which DI may perform using PHI and Personal Information. Such reporting will be done in a manner that does not make any disclosures of PHI or Personal Information that are prohibited by law.
(g) Data Breach Notification. In the event of any breach of the security or confidentiality of Customer Data, DI will promptly inform Customer of the breach. DI and Customer will promptly coordinate regarding informing any affected Users or patients of the breach as required under applicable law.
(h) Customer’s and Users’ Security Obligations. Customer and its Users must keep their accounts and passwords confidential and not authorize any third party to access or use the Subscription Service on their behalf, unless DI provides an approved mechanism for such third party’s use. Customer and its Users must contact DI right away if they suspect misuse of their account or any security breach in the Subscription Service. We provide functions that allow you to control who may access your Customer Data. If you enable the features that allow you to share your Customer Data with others, you do so entirely at your own risk, and anyone you've shared content with (including the general public, in certain circumstances) may have access to your Customer Data. You will maintain appropriate security, protection and backup copies of the Customer Data through your own systems, which may include use of additional encryption technology to protect the Customer Data from unauthorized access. You must immediately notify DI in writing of any unauthorized use of any Customer Data, any account, or the Subscription Service that comes to your attention, and cooperate with and assist DI with respect to any such unauthorized use as DI may reasonably request. DI will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss or third party misuse of, or failure to store or encrypt any Customer Data. Customer and Users are responsible for all activities that take place with their Subscription Service accounts. DI will not be liable for any loss or damage arising from any unauthorized access to or use of an account.
(i) User Accounts. If you are a User whose Subscription Service account was provided by or through your employer or another organization, that party has rights to your account and may: manage your account, reset your password, or suspend or cancel your account; view your account's usage and profile data, including how and when your account is used; and read or store content in your account. If you have individually registered to use the Subscription Service and the domain of the primary email address associated with your account is owned by an organization and was assigned to you as an employee, contractor or member of such organization, and that organization wishes to establishes a commercial relationship with us and add your account to such relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial relationship between DI and such organization and will be controlled by such organization.
(a) Communications from DI. By registering with DI, you understand that DI may send you communications, information, or data regarding the Subscription Service and other Services, including but not limited to (i) notices about your use of the Subscription Service, including any notices concerning violations of use, (ii) updates and Modifications to the Subscription Service, and (iii) promotional information and materials regarding DI's products and services, via email or via SMS. DI will give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.
(b) Remote Log-in Services. For purposes of the provision of technical support, maintenance, training and other Services, you agree that DI may remotely log in to your computers, devices and systems, including, without limitation, technical trouble shooting, answering questions and benchmarking. Remote login may be conducted through the use of third party tools.
(c) Log-off of Inactive Accounts; Spam Policies. DI reserves the right to log off accounts that are inactive for an extended period of time. In addition, DI may quarantine suspect messages. DI also may modify any domain and user settings with or without notice, including without limitation, altering settings so that spam or bulk email is denied, rather than being quarantined, to avoid space capacity issues which jeopardize the technical or economic viability of the Subscription Service, or the system used to implement the Subscription Service.
(d) Access to Your System. You agree to keep your computers powered on during the Subscription Service runtimes that you specify. You must add DI or its third party affiliate to the “allowed” list of programs and ensure that your firewall and anti-virus software programs do not block us. Additionally, your practice management software must always be accessible by DI. It is your responsibility to contact DI if you are upgrading or changing your computer systems.
(e) Access to Third Party Services. The Subscription Service may require you to give DI access to or require you to provide login information and password information for Third Party Integrations or other accounts or services you may have with third party providers that link to the Subscription Service. When you provide this information to DI or give DI access to such third party accounts, you agree that you have read all relevant third party terms and agreements governing such access, login information and passwords and that you have all the necessary contractual and legal rights to give DI such access, login information and passwords.
(f) Recording of Service Calls. DI may record calls between you and our agents regarding the Subscription Service (“Service Calls”) and in connection with the Subscription Service, incoming calls, on your behalf as a Service, from, among others, your Users or prospective clients (the “Inbound Calls” and, collectively with Service Calls, “Call Recording”). You consent to Call Recording and acknowledge you are responsible for notifying your Users, employees and agents who may be recorded in a Service Call or Inbound Call (the “Recorded Persons”) and complying with all applicable laws, rules and regulations regarding call recording and privacy. It is your sole responsibility to provide and/or obtain, and you covenant that you will provide and/or obtain, all notices and permissions relating to Recorded Persons as may be required by applicable laws and regulations. You acknowledge and agree that if you collect information from Recorded Persons that may be subject to a privilege (including, but not limited to, attorney-client or doctor-patient privilege), you assume the full risk of using a third party provider for Call Recording, including any preclusion of the application of such privilege with respect to information exchanged during the Call Recording with the Records Persons.
(g) SMS Communications With Your Clients/Patients. Certain Services provided by DI include the ability to communicate with a Customer’s Users, clients or patients via texting functionality. Customer represents and warrants it has all necessary rights to instruct and permit DI to submit text messages to Customer’s Users, clients or patients and there has been no revocation of any consent to contact such client/patient prior to providing the mobile phone number(s) of such individuals. Customer shall immediately notify DI if any such revocation of consent is provided to Customer. DI is in no way liable for contacting any individual who has provided Customer with a request to stop contacting them or revocation of consent to communicate via text messaging, and Customer shall defend and indemnify DI for any claims made by any User, client or patient.
(a) DISCLAIMER OF WARRANTIES. THE SUBSCRIPTION SERVICE, SOFTWARE, DI MATERIALS, AND OTHER PRODUCTS AND SERVICES OF DI ARE PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, DI IS NOT PROVIDING ANY WARRANTIES OR REPRESENTATIONS REGARDING THE SUBSCRIPTION SERVICE, SOFTWARE, AND OTHER PRODUCTS AND SERVICES OF DI, AND DI AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE, WHETHER SUCH CLAIMS ARISE BY LAW, BY REASON OF CUSTOM OR USAGE OF TRADE, OR BY COURSE OF DEALING. DI AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SUBSCRIPTION SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND OUR CONTROL.
(b) AGREEMENTS WITH PATIENTS AND OTHERS. DI EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY HAVE WITH YOUR PATIENTS, EMPLOYER, CONSUMERS OR WEBSITE USERS. YOU WILL BE SOLELY RESPONSIBLE FOR THE PRODUCTS AND SERVICES THAT YOU PROVIDE.
(c) Third Party Software, Websites and Services. DI is not liable for any damages or claims arising out of or related to Third Party Software or Third Party Integrations. Open source copyright holders have no liability to you for any reason. If you decide to access or use any third party websites or services linked to the Subscription Service or our Website, you do this entirely at your own risk. DI is not responsible or liable for any third party websites, content, or services.
(d) COMPLIANCE WITH LAWS. DI OFFERS NO ASSURANCE THAT YOUR USE OF THE SUBSCRIPTION SERVICE UNDER THESE TERMS WILL NOT VIOLATE ANY LAW OR REGULATION APPLICABLE TO YOU. DI AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SUBSCRIPTION SERVICE, ITS CONTENTS OR ANY OTHER DI MATERIALS ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SUBSCRIPTION SERVICE OR OTHER DI MATERIALS OUTSIDE THE UNITED STATES OF AMERICA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING WITH RESPECT TO EXPORT AND IMPORT, DATA PRIVACY AND SECURITY.
(e) NO PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SUBSCRIPTION SERVICE ARE NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX, LEGAL, MEDICAL, OR OTHER PROFESSIONALS. THE SUBSCRIPTION SERVICE DOES NOT PROVIDE TAX, LEGAL OR MEDICAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR OBTAINING SUCH ADVICE.
(f) Consumer Protections. In the event that the jurisdiction where the Subscription Service and other DI products or Services are received or used by you does not allow the exclusion of implied warranties or the limitation of liability for damages as set forth in this Section, DI’s liability will be limited to the greatest extent permitted by the applicable law in that jurisdiction.
(g) Limitations of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT); (ii) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (iii) ANY LOSS OF DATA OR OTHER LOSSES RESULTING FROM DELAYS, NON-DELIVERIES, MIS-DELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SUBSCRIPTION SERVICE, OR DI’S OPERATIONS. THIS LIMITATION APPLIES TO DAMAGES HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF DI HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF DI AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SUBSCRIPTION SERVICE AND THESE TERMS WILL BE LIMITED TO THE GREATER OF AN AMOUNT EQUAL THREE MONTHS OF YOUR FEES FOR THE SUBSCRIPTION SERVICE OR FIVE DOLLARS ($5.00).
(h) GENERAL. THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION 12 APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
(a) Entire Agreement; Amendment. These Terms, including the Order(s) (including all Exhibits), BAA, and any other policies and documents attached hereto or incorporated herein by reference, constitute the entire agreement between you and DI concerning the subject matter of these Terms, and supersede all prior or oral agreements or understandings with respect thereto. Any preprinted terms in a purchase order submitted by Customer are expressly agreed to be of no force or effect. These Terms may be updated and/or amended (an “Amendment”) from time to time by DI. DI will post a notice in the Subscription Service and/or send an email to Customer informing Customer an Amendment has been posted, and such Amendment will be effective thirty (30) days from its posting at https://www.dentalintel.com/terms unless you provide us with your objection to the Amendment or continue to use the Subscription Services beyond the thirty (30) day notice period. Your failure to object to the Amendment within thirty (30) days of such notice and posting, and/or your continued use of the Subscription Service shall constitute your acceptance of the Amendment (unless otherwise expressly agreed in a signed writing between the parties). No other amendments to these Terms shall be effective absent a writing signed by authorized representatives of both parties.
(b) No Waiver. Any waiver by either party of a default or obligation under these Terms will be effective only if in writing. Such a waiver does not constitute a waiver of any subsequent breach or default. No failure to exercise any right or power under these Terms or to insist on strict compliance by the other party will constitute a waiver of the right in the future to exercise such right or power or to insist on strict compliance.
(c) Choice of Law and Jurisdiction. These Terms shall be construed in accordance with the laws of the State of Utah, excluding conflicts of laws provisions. Should any dispute arise concerning these Terms and/or DI’s products or services, Utah state and federal courts shall have exclusive jurisdiction over any such dispute, and the parties hereby consent to the jurisdiction and venue of such courts. The parties specifically exclude from any application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Notwithstanding the foregoing, and solely to the extent required by law, claims regarding personal data privacy and consumer protection may be subject to the laws of your state of residence.
(d) Severability. If any provision of these Terms is deemed invalid or unenforceable by a court or governmental authority, that provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remainder of these Terms shall remain in full force and effect.
(e) Export Compliance. Customer may not use, export or re-export the Subscription Service, Software or other DI Materials in any form in violation of U.S. export laws and regulations, or without first obtaining the appropriate United States and foreign government approvals.
(f) Notices. We may send you, in electronic form, information relating to the Subscription Service, notice of an Amendment, information relating to our other products and services, and information that the law requires us to provide. We may provide required information to you by email at the address you specified when you signed up for the Subscription Service (as may be updated by you from time to time) or by posting such information on the Subscription Service portal. Notices emailed to you will be deemed given and received when the email is sent. You consent to receiving legal notices electronically in this manner. If you refuse or withdraw your consent to receive notices electronically, you must stop using the Subscription Service. You may provide legal notices to us at the email address specified at the end of these Terms, with a duplicate copy sent via registered or certified mail, return receipt requested, to DI’s street address set forth below. Any such notices must specifically reference that it is a notice given under these Terms.
(g) Independent Contractors. The parties are independent contractors. Customer is not an agent of DI and will not represent to any third party that it is an employee or agent of DI. Customer shall have no authority to enter into any contract on behalf of DI or to make any representations or warranties on DI’s behalf to patients or any other third parties.
(h) U.S. Government Restricted Rights. Any Software provided as part of the Subscription Service for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”) is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.
(i) Injunctive Relief. You acknowledge that the DI’s intellectual property and Confidential Information is highly valuable to DI, that any breach of your obligations with respect to confidentiality and/or use of DI’s intellectual property, including any breach by you of any restrictions on use of the Subscription Service or the scope of the licenses granted by DI herein, may severely damage DI, the extent of which damage would be difficult to ascertain and, therefore, that DI is entitled to seek, among other remedies, temporary and permanent injunctive relief and other equitable relief for any such breach, without the necessity of posting bond or other security, to the extent permitted by law.
(j) Time to File Claims. You must bring any claim related to these Terms an Order, the Agreement, or the Subscription Service within one year of the date you could first bring the claim, unless your local law requires a longer time to file claims.
(k) Force Majeure. DI shall be excused from and shall not be liable for any delays or failure to perform its duties to the extent such delays or failures result from acts of nature, riots, war, acts of public enemies, fires, epidemics, labor disputes, or any other causes beyond its reasonable control.
(l) Electronic Signature. Where either party draws, types or attaches its signature or any other text, symbol or image in a box or space associated with any contract or form provided by DI, such party is agreeing to be legally bound by the terms and conditions of that contract or form. Such action 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.
(m) DI Contact Information. Dental Intelligence, Inc. 2100 W Pleasant Grove Blvd., Suite 400 Pleasant Grove, UT 84062 Technical Support: support@dentalintel.com or +1 (801) 717-2777 Legal Notices (including privacy matters): legal@dentalintel.com (with a copy to DI’s street address, Attention: Legal Operations)
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