Terms of Service

DentalQore Terms of Service

Last Modified: 7/21/2023

Thank you for entering an agreement with DentalQore LLC (“DentalQore”, “we” or “us”) to receive services, products or software offered by DentalQore. By entering into an agreement, placing an order, or accessing, using or acquiring DentalQore services, products or software, clicking to accept these Terms of Service, you agree to all the terms and conditions of these Terms of Service, DentalQore’s Privacy Policy (https://dentalqore.com/privacy-policy/) and any website or application Terms of Use (collectively, the “Terms”). The Terms, your Service Agreement (defined below), and the Business Associate Agreement (defined below) constitute a binding agreement between you and DentalQore (the “Agreement”). For purposes of these Terms and the Agreement, the term “DentalQore” includes its members, officers, managers, agents, employees or authorized representatives.

If you are using DentalQore services, products or software on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to the Agreement. You represent and warrant that you have the legal power and authority to enter into the Agreement and that, if Customer is an entity, the Agreement is entered into by an employee or agent with all necessary authority to bind that entity to the Agreement. Please note that we may modify these Terms as further described in the amendments section below, so you should make sure to check this page from time to time. These Terms include any Service Agreement (defined below) as well as any policies or exhibits linked to or referenced herein.

Please note that these Terms shall apply to all purchasers of the DentalQore services, products or software. Additionally, please note that these Terms contain an auto-renewal provision, as well as a limitation on class actions, as further set forth below.

OVERVIEW OF THE DENTALQORE PLATFORM. DentalQore provides a suite of services, products and software intended to help Customer (i) improve its online presence, reputation, and marketing, (ii) facilitate patient communication and satisfaction, and (iii) streamline Customer’s business and healthcare operations, including patient scheduling, appointment reminders, patient payment, and the provision of telehealth. To accomplish this, using login credentials, Customer and its Authorized Users (defined below) access and use DentalQore’s software which can be accessed through any computer or device with a web browser. The Service-Specific Terms, found in Section 17 herein, provide additional details about each DentalQore Service.
DEFINITIONS.
1. “Add-On” means integrations, applications and other add-ons that are used with the DentalQore Services, such as Customer’s electronic practice management software, electronic medical records software, phone systems, or merchant services, and for which Customer must separately agree to all such terms and conditions.
2. “Affiliate” means any entity which is controlled by, in control of, or is under common control with a party to the Agreement, where “control” means either the power to direct the management or affairs of such entity or ownership of 50% or more of the voting securities of such entity.
3. “Aggregate/Anonymous Data” means: (i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer or its Visitors and (ii) anonymous learnings, logs and data regarding use of the DentalQore Services.
4. “Authorized User(s)” means Customer’s employees, workforce, and contractors (such as media agencies or marketing consultants) who are acting for Customer’s benefit and on its behalf, whom Customer allows to access the DentalQore Services pursuant to Customer’s Subscription.
5. “Business Associate Agreement” means a written agreement between DentalQore and Customer that contains the required elements of U.S. law at 45 CFR 164.504(e), due to DentalQore creating, receiving, maintaining, or transmitting Protected Health Information on behalf of a Customer subject to HIPAA.
6. “Client(s)” means any person that is a client, customer, or patient of Customer, or that is a potential client, customer or patient of Customer, who sends data through, utilizes, or has their data stored as part of the DentalQore Service, in each case as part of a Subscription.
7. “Confidential Information” means code, inventions, know-how, product plans, inventions, technical and financial information exchanged under the Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
8. “Custom Media” means video or static imagery created or caused to be created by DentalQore exclusively for use by Customer, pursuant to Customer selecting the ‘Video Package’ as part of their Services.
9. “Customer Data” means: (i) Submitted Data; (ii) (ii) Visitor Data; (iii) URL associated with Customer’s Site; and (iv) any other data owned by Customer as specified in the Service Agreement or the Service-Specific Terms.
10. “Customer Site(s)” means the web domains and subdomains expressly identified in the applicable Service Agreement.
11. “DentalQore Code” means the code developed and provided by DentalQore to Customer for use in connection with the DentalQore Service, which may include DentalQore’s JavaScript code (for Customer Sites) and Add-Ons or other similar code developed and provided by DentalQore.
12. “DentalQore Content” means text, images, videos or other content that is created, owned or licensed by DentalQore, including patient education videos and which DentalQore may allow Customer to use in conjunction with the DentalQore Service, during the term of the Subscription. Unless otherwise listed in a Customer’s Service Agreement or these Terms, DentalQore Content remains the sole property of DentalQore during and after the Subscription.
13. “DentalQore Service” or “Service(s)” means the specific proprietary services, products and software of DentalQore, including but not limited to, the DentalQore Code, DentalQore Software and DentalQore Content provided to Customer for Customer’s use during the Subscription Term, as part of Customer’s Subscription, and intended to help the Customer reach its objectives related to the areas more fully described in Section 1 above. The “DentalQore Service” does not include any Third-Party Product.
14. “DentalQore Technology” means the DentalQore Services, any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the DentalQore Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined in Section 12.2).
15. “Protected Health Information” or “PHI” has the same meaning as that term is defined in HIPAA.
16. “Renewal Term” has the meaning set forth in Section 10.2.
17. “Scope of Use” means the usage limits or other scope of use descriptions for the DentalQore Service included in the related Service Agreement. These include, but are not limited to, any numerical limits on Authorized Users, locations receiving Services, and the descriptions of the DentalQore product features, content or service levels available to Customer and its Authorized Users. An Authorized User shall count toward any usage limits if in any 30-day period that the Authorized User accessed any DentalQore Service, including any content, software or apps.
18. “Service Agreement” means any written agreement entered into by Customer with DentalQore to receive Services.
19. “Service Specific Terms” means the additional or different terms and conditions (if any) specific to a DentalQore Service or other DentalQore products, features, services or subscription plans. Service-Specific Terms are found herein at Section 17.
20. “Submitted Data” means images, videos, logos, designs or other content for the Customer Site or Customer marketing materials, which were created by Customer without any involvement of DentalQore, and which Customer owns or has licensed from third-parties, which Customer (i) selects for use with the DentalQore Service or (ii) uploads, inputs or submits to DentalQore for use with the DentalQore Service. .
21. “Subscription” means Customer’s agreement to receive the DentalQore Service on an ongoing basis, according to the terms and conditions referenced in the Service Agreement.
22. “Subscription Term” has the meaning set forth in Section 10.1.
23. “Third Party Content” means content, data or other materials that Customer provides to DentalQore or allows DentalQore to access, from its third-party data providers, including through Add-Ons used by Customer.
24. “Third Party Product” means any Add-On, applications, integrations, software, code, online services, systems and other products not developed by DentalQore.
25. “Visitor” means any end user of a Customer Site.
26. “Visitor Data” means the data concerning the characteristics and activities of Visitors on the Customer Site collected for Customer by the DentalQore Service, including any such data specified in the Service-Specific Terms.
Other terms are defined in other Sections of these Terms.
ACCOUNT REGISTRATION AND USE. 
1. Customer Account. Customer will register for a DentalQore account in order to access or receive the DentalQore Service. Account information must be accurate, current and complete, and will be governed by DentalQore’s Privacy Policy (currently available at https://dentalqore.com/privacy-policy/). Customer agrees to keep this information up-to-date so that DentalQore may send notices, statements and other information by email or through Customer’s account. Accounts are granted to specific Customers and must not be shared with others.
2. Designated Customer Agent. Customer may designate (verbally or in writing) to DentalQore a Customer agent (“Customer Agent”), whom is authorized to access Customer’s account and make decisions regarding Customer’s account and the Services provided to Customer, including but not limited to, renewing Subscriptions, contracting for new Services, determining all aspects of Subscriptions (e.g. types of Services, Term, payment and billing), and design decisions. Unless otherwise notified in writing, DentalQore is entitled to rely on the written or oral representations or decisions of a Customer Agent related to the Services provided under the Agreement, and Customer shall be bound by all such representations and decisions.
USE RIGHTS.
1. Use of DentalQore Services. Subject to all terms and conditions of the Agreement, DentalQore grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the applicable Subscription Term to access and use the DentalQore Service designated in Customer’s Service Agreement (and the underlying DentalQore Technology) solely for Customer’s internal business purposes, but only in accordance with the Agreement (including without limitation any applicable Service-Specific Terms), and all applicable Scope of Use descriptions. Where specified in the Service-Specific Terms, the DentalQore Service may require installation of DentalQore Code, DentalQore Content and DentalQore Technology on Customer Site(s). In such cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant DentalQore Code, DentalQore Content and DentalQore Technology on the specified Customer Site(s), and marketing materials, as specifically authorized by DentalQore.
2. Use by Others. Customer may permit its Authorized Users to use the DentalQore Service provided their use is for Customer’s benefit only and remains in compliance with the Agreement. Customer will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein. Customer is solely responsible for determining its Authorized Users and/or restricting and/or terminating the rights of such individuals during the Subscription Term, as Customer deems appropriate. Customer is solely responsible for ensuring that any user IDs, passwords and other access credentials (such as API tokens) for the DentalQore Service are kept strictly confidential and not shared with any unauthorized person. Additionally, Customer is solely responsible for complying with all laws applicable to Customer (e.g. HIPAA) in determining which of its agents or employees should be an Authorized User, the level of access for each Authorized User, and when such access should be terminated or restricted. Customer must notify DentalQore immediately of any breach of security or unauthorized use of its account. Use by all Authorized Users in aggregate will count towards applicable Scope of Use restrictions.
3. General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, sublicense or provide access to the DentalQore Service to a third party (except Authorized Users as specifically authorized above); (ii) incorporate the DentalQore Service (or any portion thereof) into, or use it with or to provide, any site, product or service, other than on Customer Site(s) or as specifically authorized by DentalQore; (iii) use the DentalQore Service or any portion thereof) for time sharing purposes or for a third party’s benefit; (iv) publicly disseminate information regarding the performance of the DentalQore Service (which is deemed DentalQore’s Confidential Information); (v) modify or create a derivative work of the DentalQore Service or any portion thereof; (vi) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any DentalQore Service (including DentalQore Code), except to the extent expressly permitted by applicable law and then only upon advance notice to DentalQore; (vii) break or circumvent any security measures or rate limits for DentalQore Services; (viii) distribute any portion of the DentalQore Service; or (ix) remove or obscure any proprietary or other notices contained in the DentalQore Service including in any reports or output obtained from the DentalQore Service.
CUSTOMER DATA.
1. Rights in Customer Data. Customer retains all right, title and interest (including any intellectual property rights) in and to the Customer Data. Customer hereby grants DentalQore a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Customer Data solely to the extent necessary to provide the DentalQore Service and related services to Customer and as otherwise provided below. For Customer Data, this includes the right to publicly display Customer Data and the Customer Site(s) (including derivative works and modifications) as directed by Customer through the DentalQore Service.
2. Rights Related to PHI: All rights and obligations related to Protected Health Information shall be governed by the parties’ Business Associate Agreement.
3. Right to Reject Submitted Data. DentalQore reserves the right to reject any Submitted Data which, in DentalQore’s sole discretion, DentalQore deems to be offensive, abusive, inappropriate, libelous, false, or a breach of any reserved rights or laws, such copyrighted or trademarked materials, or a breach of Federal or State privacy laws.
4. Intellectual Protection for Customer Data and Custom Media. It shall be Customer’s sole obligation to obtain necessary legal protections (e.g. trademarks and copyrights) for its Customer Data and the Custom Media, even that which is created by or with the assistance of DentalQore (e.g. custom videos, photographs, marketing pieces, logos, etc. DentalQore has no obligation and shall take no action to protect the intellectual property rights of Customer in Customer Data or Custom Media.
5. Aggregate/Anonymous Data. Customer agrees that DentalQore will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is DentalQore Technology, which DentalQore may use for any business purpose during or after the term of the Agreement (including without limitation to develop and improve DentalQore’s products and services and to create and distribute reports and other materials). DentalQore will not distribute Aggregate/Anonymous Data in a manner that personally identifies Customer or its Visitors.
6. Storage. DentalQore does not provide an archiving service. During the Subscription Term, Customer acknowledges that DentalQore may delete Submitted Data no longer in active use. DentalQore expressly disclaims all other obligations with respect to storage. Notwithstanding, additional storage terms may be specified in the applicable Service-Specific Terms or the parties’ Business Associate Agreement.
DENTALQORE INTELLECTUAL PROPERTY.
1. Stock Media. DentalQore owns or licenses a large library of stock video and imagery. Customer agrees that DentalQore may utilize stock videos and imagery in creating Customer’s website and any related content, and that DentalQore may purchase additional video or imagery as necessary to complete Customer’s website, but DentalQore is not obligated to do so. Customer agrees that any additional video or imagery purchased at Customer’s request or on Customer’s behalf belongs to or is licensed to DentalQore, as applicable, even if purchased at Customer’s expense. Customer agrees that it will make no claim of ownership, copyright or trademark of any stock video or imagery regardless of the source.
2. DentalQore Code, Content, Service and Technology. The DentalQore Code, Content, DentalQore Service and DentalQore Technology and all related and derivative works, including any reports or output obtained from the DentalQore Service, anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback (as defined in Section 12.2), is the sole intellectual property of DentalQore, and Customer disclaims any ownership right in the aforementioned.
CUSTOMER OBLIGATIONS AND WARRANTIES. 
1. Customer obligations. Customer agrees to the following obligations:
  1. To maintain a legally-adequate privacy policy and terms of use on its Customer Site(s) and provide all required disclosures to its Visitors;
  2. To obtain all necessary rights, releases and consents to allow Customer Data to be collected, used and disclosed in the manner contemplated by the Agreement and to grant DentalQore the rights herein, including consents related to the Client receiving text or email messages;
  3. To use the DentalQore Service in compliance with DentalQore’s then-current Terms;
  4. To comply with any third-party terms applicable to any Third-Party Products used in connection with the DentalQore Service;
  5. To not take any action that would cause DentalQore, or its Code, Content, Service or Technology to become subject to any third-party terms (including open source license terms);
  6. To be solely responsible for any and all Submitted Data, including ensuring the full legal right to use such content for the purposes it is provided to DentalQore, and to ensure the accuracy of such content;
  7. To ensure Submitted Data is submitted in the formats requested by DentalQore, in a timely manner;
  8. To obtain any necessary trademarks or copyrights on any Submitted Data and ensure full intellectual property rights;
  9. To ensure Customer’s Site(s) and all content therein complies, at all times, with all applicable State and Federal laws, including but not limited to any applicable ADA and HIPAA laws. Customer is also required to maintain a legally-adequate privacy policy and terms of use on its Customer Site(s) and provide all required disclosures to its Visitors; and
  10. To ensure that any Submitted Data complies with all applicable State and Federal laws, including but not limited to all copyright, trademark, defamation, and privacy laws.
2. Customer Warranties. Customer represents and warrants the following:
  1. Its Customer Site and the collection, use and disclosure of Customer Data will not violate third party rights, including intellectual property, privacy and publicity rights. If Customer receives any take down requests or infringement notices related to Customer Data or its use of Third-Party Products, it must promptly stop using these items with the DentalQore Services and notify DentalQore.
  2. For any Customer Data, Customer has the full legal right to use and disclose such content, including but not limited to, being the copyright owner or have obtained permission from the copyright owner to use the Customer Data on your Site, and have obtained any necessary written media/publicity disclosures and authorizations from individuals, to use, for example, photos, video images, and names.
  3. Customer is the copyright owner or has obtained permission from the copyright owner to use these files on your website. This applies to photos, logos, images, written text, and any other files you may upload.
  4. For any Submitted Data provided to DentalQore for use as part of the Services (e.g. Site, marketing materials, video), Customer will not submit any Protected Health Information, including still or video images of patients, names of patients, etc., unless Customer has obtained valid authorizations under HIPAA for the release of Protected Health Information, in addition to media releases.
  5. That the email platform used by Customer for communicating with Clients is HIPAA-compliant; that the information for each patient contained in Customer’s practice management software is accurate and correct, including any patient’s phone number and emails, and any authorization to be contacted via SMS text and/or email
  6. Customer is solely responsible to ensure that any Submitted Data complies with all applicable State and Federal laws, including but not limited to all copyright, trademark, defamation laws and privacy laws.
SERVICES.
1. Services Selected and Modification of Services. Customer has selected to receive those Services outlined in a Service Agreement. The Service-Specific Terms, found in Section 17 herein, provide additional details and terms, for each of these Services. DentalQore may alter or add new Services at any time or may cease to offer certain Services at any time and without prior notice to Customer. DentalQore makes no guarantee that any particular Service will be available beyond the initial Subscription Term. Customer may add additional Services to their Subscription during the Term of the Agreement, with the additional Service-Specific Terms then in place, governing such added Services. DentalQore’s ability to deliver Services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the Services.
2. Customer Support. DentalQore provides customer service support via live chats or telephone numbers found at Dentalqore.com. Any support services are subject to the Agreement and DentalQore’s applicable support policies.
FEES AND PAYMENT.  Customer agrees to pay all fees in U.S. dollars and pursuant to the payment schedule selected by Customer and shown in the applicable Service Agreement. For monthly payments, payments are due each month on the day specified in the Service Agreement. If no day is specified, payments are due on the 1st day of each month and are late if not received by the 5th calendar day after the payment is due. If Customer is paying by credit card, debit card or electronic check (ACH), it authorizes DentalQore to charge fees and other amounts automatically to Customer’s credit card, debit card or ACH without invoice, until Customer’s account information changes or Customer notifies DentalQore in writing to utilize a different payment method. Automated payments are debited from the account specified by Customer monthly on the date Customer’s payment is due. Customer must notify DentalQore of any changes to the account from which Customer’s payment is debited no less than 10 business days prior to the date Customer’s payment is due. Customer agrees to ensure DentalQore has current and valid account information, and that sufficient credit or funds are available to cover all automated payments. If an automated payment is returned or denied, Customer must submit payment in full within 20 business days to avoid Customer’s website being suspended.Payments made by check must be received by the due date. Checks should be made payable to “DentalQore” and should be mailed directly to DentalQore at the address below. Returned checks are subject to a returned check charge of $25.00 or the maximum charge allowable by Utah law, if that is greater. Unless otherwise specified in a Service Agreement or Service-Specific Term, such charges typically occur monthly in advance, though overage fees (if any) may be charged in arrears. Payments are non-refundable and non-creditable and payment obligations non-cancellable. Customer also promises to pay all other amounts that may become due under the terms of the Agreement. Late payments may be subject to a $25.00 service charge in addition to incurring an ongoing service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law.
TERM AND TERMINATION.
1. Term. Unless otherwise specified in writing or a Service Agreement, Customer’s Subscription has an initial term of 14 months from the date Customer entered into the Service Agreement (the “Subscription Term”).
2. Subscription Term and Renewals. By entering into a Service Agreement or placing an order for purchase of a DentalQore Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by this Section 10 or a Service-Specific Term. Each Subscription Term will automatically renew for additional successive twelve-month periods at then-current rates and fees for the applicable Subscription, each a “Renewal Term,” unless: (i) otherwise stated in writing or on the applicable Service Agreement or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Acceptable written cancellation notices shall be directed to the “DentalQore Billing Team” and may be sent by email at Billing@help.dentalqore.com, by fax at 866-936-3962, or by mail at 1261 South 820 East, Suite 100, American Fork, Utah, 84003. If no subscription start date is specified on the applicable Service Agreement, the subscription starts when Customer first obtains access to the DentalQore Service. Pricing for any Subscription Term renewal, new Service Agreement or modification of an existing Service Agreement will be at DentalQore’s then-applicable rates.
3. Suspension of Service. DentalQore may suspend Customer’s access to the DentalQore Service(s), including Customer’s Site, if: (i) Customer’s account is overdue (ii) Customer has exceeded its Scope of Use limits; or (iii) Customer has materially violated any terms of the Agreement. DentalQore may also suspend Customer’s access to the DentalQore Service(s), remove Customer Data or disable Third Party Products if it determines that: (a) Customer has breached Sections 4 (Use Rights), 7 (Customer Obligations and Warranties), or 9 (Fees and Payment); or (b) suspension is necessary to prevent harm or liability to other customers or third parties or to preserve the security, stability, availability or integrity of the DentalQore Service. DentalQore will have no liability for taking action as permitted above. For avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period. However, unless the Agreement has been terminated, DentalQore will cooperate with Customer to restore access to the DentalQore Service once it verifies that Customer has resolved the condition requiring suspension.
4. Termination for Cause. DentalQore may terminate the Agreement, including any related Service Agreement, if Customer: (i) materially breaches the Agreement (including a failure to pay fees), including but not limited to breaching Sections 4 (Use Rights), 7 (Customer Obligations and Warranties), or 9 (Fees and Payment) of these Terms; (ii) breaches the parties’ Business Associate Agreement; (iii) ceases operation without a successor; or (iv) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
5. Effect of Termination. Upon any expiration or termination of the Agreement or a Service Agreement: (i) Customer’s license rights shall terminate and it must immediately cease use of the applicable DentalQore Service(s), including DentalQore Content and any related DentalQore Technology, cease distributing any DentalQore Code installed on its Customer Properties, and delete (or, at DentalQore’s request, return) any and all copies of the DentalQore Code, any DentalQore documentation, passwords or access codes and any other DentalQore Confidential Information in Customer’s possession, custody or control and (ii) Customer’s right to access any data, including Customer Data, in the applicable DentalQore Service, will cease and except for (a) returning Customer Data and (b) obligations under the parties’ Business Associate Agreement, DentalQore may delete any such data in its possession at any time. If DentalQore terminates the Agreement for cause as provided in Section 10.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where the Agreement specifies an exclusive remedy, all remedies under the Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
6. Survival. The following Sections survive any expiration or termination of the Agreement: 2 (Definitions); 3 (Account Registration and Use); 4.3 (General Restrictions); 5.1 (Rights in Customer Data); 5.5(Aggregate/Anonymous Data); 6 (DentalQore Intellectual Property); 7.2 (Customer Warranties); 9 (Fees and Payment); 10 (Term and Termination); 11 (Confidential Information); 12 (DentalQore Technology); 13 (Indemnification); 14 (Disclaimers); 15 (Limitations of Liability); 16 (Third Party Products and Integrations); any portions of Section 17 (Service-Specific Terms) which by their nature are intended to survive; and 18 (General). Notwithstanding, any other provision of these Terms which by their nature are intended to survive, shall survive.
CONFIDENTIAL INFORMATION.
1. Obligation of Confidentiality. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by the Agreement; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under the Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know, provided that such party remains responsible for any recipient’s compliance with the terms of this Section 11 and these recipients are bound to confidentiality obligations no less protective than this Section.
2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
DENTALQORE TECHNOLOGY.
1. Ownership and Updates. This is a subscription agreement for access to and use of the DentalQore Service. Customer acknowledges that it is obtaining only a limited right to use the DentalQore Service and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer under the Agreement. Customer agrees that DentalQore (or its suppliers) retains all rights, title and interest (including all intellectual property rights) in and to all DentalQore Technology (which is deemed DentalQore’s Confidential Information) and reserves any licenses not specifically granted herein. Other than the DentalQore Code, the DentalQore Service is offered as an on-line, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any DentalQore Service and that DentalQore at its option may make updates, bug fixes, modifications or improvements to the DentalQore Service from time-to-time.
2. Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to DentalQore (collectively, “Feedback”), Customer hereby grants DentalQore a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in the Agreement limits DentalQore’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
INDEMNIFICATION.Customer will indemnify and hold DentalQore harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to any Customer Data, the Customer Site (including services or products provided through such property), actions taken by a Customer Agent or Authorized Users, breach of these Terms, including but not limited to Section 7 (Customer Obligations and Warranties)), or breach of any part of the Agreement, including but not limited to the parties’ Business Associate Agreement. Customer also agrees to defend DentalQore against these claims at DentalQore’s request, but DentalQore may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Customer must not settle any claim without DentalQore’s prior written consent if the settlement does not fully release DentalQore from liability or would require DentalQore to admit fault, pay any amounts or take or refrain from taking any action.
DISCLAIMERS. ALL DENTALQORE TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER DENTALQORE NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. DENTALQORE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT DENTALQORE TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE OR PRESERVED WITHOUT LOSS, THAT INTEGRATIONS WITH THIRD-PARTY ADD-ONS WILL BE COMPATIBLE, ACCURATE OR ERROR-FREE, OR THAT DENTALQORE TECHNOLOGY WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. DENTALQORE DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. DENTALQORE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, OR NON-DENTALQORE SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THE AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON DENTALQORE TECHNOLOGY OR DENTALQORE’S RELATED SERVICES (INCLUDING CHANGES TO CUSTOMER PROPERTIES). THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATIONS OF LIABILITY.  TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL DENTALQORE OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DENTALQORE’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO DENTALQORE FOR THE APPLICABLE DENTALQORE SERVICE OR RELATED SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 15 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THE AGREEMENT, THIS SECTION 15 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 15 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT, ANY DENTALQORE TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
THIRD PARTY PRODUCTS AND INTEGRATIONS. If Customer uses Third Party Products in connection with the DentalQore Services, those products may make Third Party Content available to Customer and may access Customer’s instance of the DentalQore Service, including Customer Data. DentalQore does not warrant or support Third Party Products or Third Party Content (whether or not these items are designated by DentalQore as “powered”, “verified” or otherwise) and disclaims all responsibility and liability for these items and their access to the DentalQore Services, including their modification, deletion, disclosure or collection of Customer Data. DentalQore is not responsible in any way for Customer Data once it is transmitted, copied or removed from the DentalQore Services. Customer may use DentalQore’s Add-on Platform to enable non-DentalQore Add-Ons for use with the DentalQore Services. Those Add-Ons are subject to the separate terms and conditions of the Third Party Products or Content.
SERVICE-SPECIFIC TERMS.Each of the following provisions related to specific Services offered by DentalQore, will apply to Customer, to the extent (i) Customer contracts for the Services as demonstrated in the Service Agreement, or (ii) the Service is used by Customer.
1. Website Creation and Alteration (e.g. Basic Plus or Elite Package).
  1. Website Written Content and Placement Service. DentalQore will create up to 5000 words of custom written content for Customer’s Site, based on the information Customer provides to DentalQore. DentalQore will also include standardized content describing various services or procedures offered by Customer.  Customer is responsible to provide DentalQore with any necessary or applicable disclosures, notices or advisements related to this content. Note that this service does not include providing any content blog posts.
  2. Website Compliance. Customer is solely responsible to review Customer’s Site and all content as necessary to ensure and maintain ongoing compliance with all applicable State and Federal laws, including but not limited to any applicable ADA and HIPAA laws. Customer is also required to maintain a legally-adequate privacy policy and terms of use on its Customer Site(s) and provide all required disclosures to its Visitors.
  3. Timelines. DentalQore will endeavor to design, build, and launch Customer’s website according to the design and implementation schedule discussed with Customer. However, any timeline is non-binding, and may be altered based on the complexity of the Site, delays for custom graphic or video production, Customer’s alterations or delays, nonpayment, or circumstances not foreseeable by DentalQore or beyond DentalQore’s control. Though DentalQore will make its best efforts to complete Customer’s website in accordance with said timeline, and work to resolve any issues, DentalQore bears no liability for any delays, and has no obligation to provide any compensation in the event of said delays.
  4. Customer Alterations and Delays. If Customer elects to make alterations to existing content or design which has previously been approved, DentalQore reserves the right to charge any costs incurred for the alterations to the Customer’s account. If Customer causes a delay in production through action or inaction, DentalQore reserves the right to revise the timelines, move forward with production without Customer’s consent, or take other action to ensure that DentalQore obligations are met.
    Once the website is initially built and during the soft launch period, the Customer may make up to 3 rounds of final review revisions before the go-live of the website. Additional requests or modifications would be provided as on-going support of the live website.
  5. Website Hosting. Customer websites are hosted only on DentalQore servers. DentalQore is under no obligation to provide website files, design, or content if a contract for the website is terminated, or the website is relocated to a different host. DentalQore makes no representations or guarantees that Customer’s website will function properly if relocated to a different host, and DentalQore is not liable for any downtime, errors, security issues, or other failures or damages arising from Customer’s decision to relocate a website to another host.
  6. Domain Transfers. Transferring control of Customer domain(s) to DentalQore greatly facilitates the process of setting up and maintaining website and/or email services. Customer retains ownership of any domain name transferred to DentalQore control and any domain names acquired by DentalQore on Customer’s behalf. If at any time Customer requests that DentalQore transfer control of Customer’s domain(s) to Customer or a third party, DentalQore will promptly initiate the transfer process. DentalQore guarantees to start the transfer process no later than 3 business days after receiving and confirming Customer’s transfer request, as long as Customer has paid all due invoices. However, DentalQore is not responsible for any delays caused by Customer’s failure to provide necessary information or take required actions to complete the transfer.
  7. Website Load Speed. DentalQore utilizes a Google Developer tool known as a site speed checker to monitor and maintain a performant site on Customer’s behalf. DentalQore is under no obligation to provide a minimum site speed score based on the Google Developer site speed tool, but will take reasonable steps to code Customer’s website in a way that allows the site speed check to come back with a higher-than-average score. Customer acknowledges and agrees that from time to time, Google will update and change the criteria by which they gauge the measure of a fast-loading website. When this happens, within a reasonable time, DentalQore will update Customer’s website’s code to better align with Google’s newest site loading speed criteria. Customer further acknowledges and agrees that any additional plugins Customer requests may lower the page speed score beyond the desirable range of scores for Customer’s website’s performance.
  8. Ownership of Site Content, Code and Technology. Except for Customer Data, DentalQore owns all DentalQore Content, DentalQore Code and DentalQore Technology included on a Customer Site, including but not limited to, the coding, java script, written text, design, static and video imagery, social media content, blog posts, analytics, engineering, etc. included on any Customer Site. Upon termination of the Agreement, for any reason, Customer’s right to use DentalQore’s Content, DentalQore Code and DentalQore Technology under Section 4 herein (Use Rights) shall immediately cease and may no longer be used by Customer.
  9. Ownership of Customer Data. Pursuant to the requirements or limitations contained in these Terms, Customer shall fully own or otherwise have the rights to its Customer Data, even upon termination of the Agreement.
  10. Website Design Satisfaction Guarantee. DentalQore guarantees it will continue to refine and revise Customer’s Site design and layout until Customer is satisfied.
2. Search Engine Optimization (e.g. Elite Package).
  1. SEO Performance Guarantee. DentalQore cannot (and does not) guarantee the performance outcomes of any website or Service. However, provided Customer is in compliance with the terms of Customer’s Agreement (including all Terms), and after Customer’s first 12 monthly Subscription payments have been timely made and received, if Customer is not satisfied with the level/number of website traffic, phone inquiries and/or appointment requests (collectively the “Client Leads”) generated by Customer’s Site, Customer must notify DentalQore in writing that Customer wants to exercise DentalQore’s SEO Performance Guarantee. Once DentalQore’s SEO Performance Guarantee request has been received, DentalQore will begin an evaluation period of up to 90 days (usually less) during which time it will gather data regarding the Client Leads from the Customer website(s). To exercise DentalQore’s SEO Performance Guarantee, Customer must allow DentalQore to install a tracking phone number on Customer’s website(s) to collect call data, and Customer must utilize DentalQore’s online appointment request features, including the “request an appointment” feature button. DentalQore may, in its sole discretion, waive Customer’s monthly payment obligation during the evaluation period. If, after the evaluation period, DentalQore, in its sole discretion, agrees that the number of Client Leads is not satisfactory, DentalQore will, at its cost, work to optimize the design, content, and optimization of Customer’s website(s) to increase traffic, phone inquiries, and/or appointment requests, and will waive Customer’s monthly payment for up to 90 days while optimization work continues. At no time during the evaluation or optimization periods will Customer’s monthly payments be waived for more than 90 days total,
    1. Other SEO Performance Guarantee Conditions. DentalQore is under no obligation to perform evaluation or optimization work under DentalQore’s SEO Performance Guarantee, nor to waive any payment, if any of the following conditions exist or arise:
      1. Customer fails to provide any information or take any actions requested by DentalQore to improve their SEO;
      2. Customer does not authorize DentalQore to install a tracking phone number to evaluate the number of phone inquiries;
      3. Customer does not utilize DentalQore’s “request an appointment” button or other appointment request features on Customer’s site(s), or Customer utilizes appointment request features from any other provider;
      4. Customer does not allow DentalQore full design, creative, and content control over Customer’s website(s) for optimization;
      5. Customer moves its website(s) to a host other than DentalQore’s servers;
      6. Customer redirects its primary marketing domain away from DentalQore’s servers or allows it to expire;
      7. Customer allows anyone other than DentalQore to make changes to Customer’s website(s);
      8. Customer has a pre-existing or additional website(s) competing against the website(s) DentalQore has built for Customer;
      9. Customer has a late, returned, or defaulted payment or other outstanding balance on its account which has gone unpaid for more than 30 days; or
      10. Customer takes any other action which would undermine, decrease or nullify the effect of Customer’s website(s) in generating web traffic to Customer’s website(s), phone inquiries, and/or appointment requests.
3. Website Custom Media (e.g. Video Package). If Customer purchases this service, DentalQore will produce, or cause to be produced, custom media for Customer’s website (“Custom Media”). Production of Custom Media requires a high degree of coordination between Customer and DentalQore’s custom media team. The engagement date will be maintained under good faith effort and is subject to change by DentalQore due to business reasons such as resource schedule conflict. The Customer may one time change a date a minimum of 30 days prior and as long as travel related expenses have not already been incurred. If so, the Client will be responsible for those expenses.
  1. Customer Obligations. If Customer purchases this service, Customer agrees that it will make all reasonable efforts to ensure that Customer’s personnel, facilities, equipment, and any patients (if applicable) are made available for filming and production according to the schedule set forth by DentalQore. Customer agrees to secure all necessary releases from personnel, patients, and any owner of the facilities in which filming is to occur in a form acceptable to DentalQore. Customer will not have any patients appear or participate in any Custom Media, including still or video images of patients, names of patients, etc., unless Customer has obtained valid authorizations under HIPAA for the release of Protected Health Information, in addition to media releases. Customer agrees that DentalQore has no obligation to perform any production of Custom Media without the releases specified above and without the execution of a production agreement in a form acceptable to DentalQore.
  2. Indemnification. Customer agrees to indemnify and hold DentalQore harmless for any claims, liabilities, damages and costs arising from or related to, the use or publication of any Custom Media, including, but not limited to, filming or photographing at Customer’s facilities, filming, photographing or otherwise utilizing the voice, media or likeness of related to any individual, image, or other media not directly hired by DentalQore to appear in Customer’s Custom Media. Customer agrees that DentalQore holds all title and copyright to any Custom Media produced, and DentalQore is under no obligation to relinquish any media or rights upon termination of services or at any other time.
4. Patient Communication.
  1. Two-Way Chat and Appointment Reminders. Customer is responsible for ensuring it utilizes the Two-Way Chat or Appointment Reminders feature in a manner that is compliant with HIPAA. Customer understands that SMS text is not a secure communication method under HIPAA, and it will only use these features if a patient has requested, in writing, that Customer contact him/her and communicate through this methodology. Customer agrees not to use these features to relay sensitive PHI or to discuss treatment. Customer is solely responsible for the content of any Two-Way Chat or Appointment Reminder content and agrees to train its Authorized Users to appropriately use these features in accordance with Customer’s internal policies and procedures, including only providing the minimum necessary PHI as part of Two-Way Chats and Appointment Reminders.
  2. Telehealth. Customer is responsible to ensure they obtain all necessary patient consents to conduct a patient visit via telecommunication methods, in accordance with the laws of their state and any applicable third-party payors. DentalQore makes no representations or warranties that its telehealth platform will comply with the specific requirements of any state or third-party payor. Customer is solely responsible for ensuring such compliance prior to using the DentalQore telehealth platform. Customer is also responsible for ensuring it uses the DentalQore telehealth platform in a manner that complies with all laws and regulations related to patient privacy, including HIPAA, and ensuring that Customer only uses telehealth for patient care appropriate to be delivered via telecommunication methods, as determined in Customer’s sole medical judgement.
  3. Practice Management Software (“PMS”) Integrations. DentalQore makes no guarantee that integration with Customer’s PMS will be compatible, accurate or error free. However, Customer agrees that DentalQore can rely upon any information contained within the PMS to be accurate and up-to-date, and to rely upon such information (e.g. patient phone number; that patient has consented to receive text messages) in providing the DentalQore Services.
  4. Reputation Management. DentalQore makes no guarantee that integration with Customer’s PMS will be compatible, accurate or error free. Customer authorizes DentalQore to automatically push a patient review to Google if Customer responds to a review. Customer agrees not to respond to an online review in any manner that would constitute a breach of HIPAA (e.g. acknowledging that an individual is a patient of Customer). It is solely Customer’s responsibility to train its Authorized Users on the proper use of this feature, in accordance with Customer’s internal policies and procedures, and applicable federal (e.g. HIPAA) and state laws. Customer is also solely responsible for the content and substance of any surveys or marketing programs and will ensure compliance with all relevant federal, state and local laws.
  5. Customizable Online Forms. Customer understands that all information uploaded into to DentalQore’s customizable, online forms will be saved in the patient profile of the DentalQore system. Any information that constitutes PHI and will be subject to the parties’ Business Associate Agreement.
  6. Phone Integration. DentalQore makes no guarantee that integration with Customer’s phone service will be compatible, accurate or error free. Customer agrees to keep any information in its PMS accurate and up-to-date, including phone numbers, and that DentalQore may rely upon such information (e.g. patient phone number and name) in providing the DentalQore Services. Customer also agrees to provide all needed authorizations to third-parties to effectuate the integration and to agree to all third-party terms and conditions.
  7. Payment Request Service. DentalQore makes no guarantee that integration with Customer’s PMS will be compatible, accurate or error free. Customer is responsible for ensuring it utilizes this feature in a manner that is compliant with HIPAA. Customer understands that SMS text is not a secure communication method under HIPAA, and it will only use these features if a patient has requested, in writing, that Customer contact him/her and communicate through this methodology, including for billing and payment purposes. Customer is solely responsible for any Payment Request Service content and agrees to train its Authorized Users to appropriately use these features in accordance with Customer’s internal policies and procedures, including only providing the minimum necessary PHI to obtain payment. Customer also agrees to provide all needed authorizations to third-parties to effectuate the integration and to agree to all third-party terms and conditions.
5. Minimum Monthly Ad-Spend Budget (e.g. Paid Advertising Agreement). During the Initial Term, each month, Customer agrees to spend the amount listed in the applicable Service Agreement for online advertising (the “Ad-Spend Budget”) and authorizes DentalQore to bill Customer’s account or credit card for the same. DentalQore will not spend more than the designated monthly Ad-Spend Budget without Customer’s consent. Customer understands and agrees that failure to allocate and/or pay the minimum monthly Ad-Spend budget is a material breach of the Agreement and also voids Customer’s Pay-Per-Click Marketing Guarantee. Customer further acknowledges that Customer remains obligated to Google Ads for any outstanding charges from their ads and may be charged immediately for that remainder by Google directly.
6. Additional Services. For all other DentalQore Services not delineated herein, Customer agrees to cooperatively work with DentalQore and/or third-parties to provide needed information or timely access to relevant accounts (e.g. social media, phone service, etc.). Customer also agrees to provide all needed authorizations to third-parties to effectuate any additional Services and all relevant third-party terms and conditions.
GENERAL.
1. Assignment. Customer may not assign the Agreement without the advance written consent of DentalQore. DentalQore may freely assign the Agreement, in whole or in part, to third-parties. Any attempt to transfer or assign the Agreement except as expressly authorized under this Section 18.1 will be null and void. The Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
2. Notices. Any notice or communication under the Agreement must be in writing. Customer must send any notices under the Agreement (including breach notices) to DentalQore at the following address, legal@DentalQore.com, and include “Attn. Legal Department” in the subject line. DentalQore may send notices to the e-mail addresses on Customer’s account or, at DentalQore’s option, to Customer’s last-known postal address. DentalQore may also provide operational notices regarding the DentalQore Service or other business-related notices through conspicuous posting of such notice on DentalQore’s website or the DentalQore Service. Each party hereby consents to receipt of electronic notices. DentalQore is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.
3. Publicity. Unless otherwise specified in the applicable Service Agreement, DentalQore may use Customer’s name, logo and marks (including marks on Customer Properties) to identify Customer as a DentalQore customer on DentalQore’s website and other marketing materials.
4. Subcontractors. DentalQore may use subcontractors and permit them to exercise the rights granted to DentalQore in order to provide the DentalQore Service and related services under the Agreement. These subcontractors may include, for example, DentalQore’s hosted service and CDN providers. However, subject to all terms and conditions herein, DentalQore will remain responsible for: (i) compliance of its subcontractors with the terms of the Agreement; and (ii) the overall performance of the DentalQore Services if and as required under the Agreement.
5. Subpoenas. Except as may be altered by the parties’ Business Associate Agreement, nothing in the Agreement prevents DentalQore from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but DentalQore will use commercially reasonable efforts to notify Customer where permitted to do so.
6. Independent Contractors. The parties to the Agreement are independent contractors, and the Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under the Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
8. Amendments; Waivers. DentalQore may update or modify the Terms (including any Service-Specific Terms, referenced policies and other documents) from time to time. If DentalQore modifies the Terms during Customer’s Subscription Term, the modified version will take effect 7 calendar days after publishing the modified Terms on DentalQore’s website, except that: (i) if DentalQore launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance; and (ii) any updated or modified Terms will take effect immediately if Customer (or Customer Agent) accepts a new or modified Service Agreementfollowing the modification. Customer may be required to click through the updated Agreement to show acceptance; in any event, any renewal of a Subscription Term following the update shall constitute acceptance of the updated Agreement. If Customer does not agree to the updated Agreement after it takes effect, Customer will no longer have the right to use the DentalQore Service. Except as otherwise described in this Section, any modification or amendment to the Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion but including the Customer Agent). No waiver will be implied from conduct or failure to enforce or exercise rights under the Agreement. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
9. Severability. If any provision of the Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that the Agreement may otherwise remain in effect.
10. No Third Party Rights. Nothing in the Agreement confers on any third party the right to enforce any provision of the Agreement. Customer acknowledges that each Service Agreement only permits use by and for the legal entity or entities identified in the Service Agreement and not any affiliated entities.
11. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce the Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
12. Entire Agreement. The Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the DentalQore Technology or any other subject matter covered by the Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to the Agreement regardless of when or where adopted. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only and have no legal effect. To the extent there is a conflict between these Terms and any Service Agreement or the Terms of Use or Privacy Policy, the Service Agreement shall control. To the extent there is a conflict with these Terms and the Business Associate Agreement, the Business Associate Agreement shall control.
13. Governing Law; Jurisdiction and Venue. The Agreement is governed by the laws of the State of Utah and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of the Agreement shall be the state courts located in Utah County, Utah or the United States District Court for the District of Utah, and both parties submit to the personal jurisdiction of these courts.