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Terms and Conditions
By execution of these Maintenance And Remote Backup – Terms And Conditions Agreement (this “Agreement”) you (“Client”) agree as follows: 1. Order Acceptance, Payment. All orders are subject to review and acceptance by Dental Hi-Tech Management. Dental Hi-Tech Management shall charge Client’s credit card or debit the Client’s checking account for the applicable set-up fees and monthly fees according to the Plan(s) (as defined in the enrollment form) selected by Client and provided by Dental Hi-Tech Management. Such fees and charges shall include, without limitation, the fees for services provided by Dental Hi-Tech Management (the “Services”) and charges by any and all third parties whose materials are included as part of the Plan(s). Dental Hi-Tech Management reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon a 10-day notice which may be sent via email. Any change in the Services utilized by Client and/or increase or decrease in the amount of data to be stored may result in automatic changes in fees and charges without notice from Dental Hi-Tech Management. Client must provide Dental Hi-Tech Management with a valid credit card number or checking account number to which Dental Hi-Tech Management will automatically charge all Dental Hi-Tech Management fees as they become due and payable. All monthly fees and set-up fees shall be due in advance of the month incurred and all additional charges shall be due at the end of the month in which such charges are incurred. If payment by Client’s credit card or checking account is denied, or Client’s charge is returned to Dental Hi-Tech Management for any reason, including charge back or Client otherwise fails to make any payments owing to Dental Hi-Tech Management, Dental Hi-Tech Management may, in addition to any other remedies available to it at law or in equity, suspend or terminate access to the Services and/or terminate this Agreement. In addition to any other remedies available to it at law or in equity, in the event of any non-payment for wiring or any other structural work performed to a physical office or home, Dental Hi-Tech Management may file a mechanic’s lien with respect to the premises where such work was performed. Client’s rights to use the Services are subject to any limits established by Dental Hi-Tech Management or by the issuer of Client’s credit card. Interest charges of 1.5% per month (or the highest rate permitted by law if lower than 1.5% per month) will accrue daily on any unpaid balance, which is more than sixty (60) days overdue. Client shall be responsible for any and all taxes related to this Agreement. The provisions of this Section 1 shall survive the termination of this Agreement indefinitely. 2. Intellectual Property Rights. Client acknowledges and agrees that the Services constitute confidential and proprietary information of Dental Hi-Tech Management and its licensors and embodies trade secrets and intellectual property of Dental Hi-Tech Management and its licensors protected under United States copyright and other laws and international treaty provisions. Client further acknowledges that all right, title, and interest in and to all parts of the Services, including, without limitation, associated intellectual property rights, are and shall remain with Dental Hi-Tech Management and its licensors. Client shall not, and shall cause its employees and agents not to, disclose or transfer any portion of the Services to any third party. Client further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of the Services. Client hereby acknowledges that, if Dental Hi-Tech Management at any time or from time to time performs any customizations or modifications to Services, all rights and interests to such customizations or modifications shall be the sole property of Dental Hi-Tech Management. This provision shall survive termination of this Agreement indefinitely. 3. Term and Termination. This Agreement and Client’s access to the Services shall terminate as follows: (i) Either party may terminate upon thirty (30) days prior notice; (ii) Dental Hi-Tech Management may immediately and without prior notice terminate upon a violation by Client of Dental Hi-Tech Management’s acceptable use policies; (iii) Dental Hi-Tech Management may terminate immediately and without prior notice in accordance with Section 1 of this Agreement; and (iv) Dental Hi-Tech Management may terminate immediately if, after fifteen (15) days prior notice to Client, Client has failed to correct any breach of this Agreement. Upon termination, Dental Hi-Tech Management may immediately remove all of Client’s data and information from Dental Hi-Tech Management’s facilities. To cancel Remote Backup service, Client must send official notice of cancellation in writing by e-mailing us to firstname.lastname@example.org, or mailing to Dental Hi-Tech Management, 36 Maple place, Suite # 306, Manhasset, NY 11030 or fax official notice of cancellation to 516-908-4138. 4. Exclusion of Warranties. DENTAL HI-TECH MANAGEMENT PROVIDES THE DENTAL HI-TECH MANAGEMENT SERVICE ON AN “AS IS” BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. While Dental Hi-Tech Management makes commercially reasonable efforts to maintain the Dental Hi-Tech Management service, many factors are not within Dental Hi-Tech Management’s control. Therefore, Dental Hi-Tech Management does not warrant, and is not responsible for (even if caused by the negligence of Dental Hi-Tech Management) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slow response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to Dental Hi-Tech Management’s own negligence, viruses or actions of third parties. Client’s data is defined as any data held by Dental Hi-Tech Management and includes account information and email services. Dental Hi-Tech Management provides no warranty to Client regarding the accuracy of usage statistics, which Dental Hi-Tech Management may provide in its discretion. Further, no advice or information given by a Dental Hi-Tech Management representative shall create a warranty or serve as an amendment to this agreement. Dental Hi-Tech Management has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. Dental Hi-Tech Management reserves the right to change material features at any time upon a 10-day notice which may be sent via email. Dental Hi-Tech Management has the right to discontinue products or services. Except for certain products and services specifically identified as being offered by Dental Hi-Tech Management, Dental Hi-Tech Management does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to Client. Dental Hi-Tech Management has no control over and accepts no responsibility for such materials. Client assumes full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet. 5. System Requirements. Remote Backup requires an internet connection and an operating system of Windows 10 Pro, Windows 2012, 16 Server (with all service packs installed) or higher. Minimum Internet Speed of 10 mbps download / upload or higher. 6. Limitation of Liability and Damages. THE TOTAL AGGREGATE LIABILITY OF DENTAL HI-TECH MANAGEMENT TO CLIENT SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO DENTAL HI-TECH MANAGEMENT BY CLIENT HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH DENTAL HI-TECH MANAGEMENT IS LIABLE TO CLIENT. IN NO EVENT SHALL DENTAL HI-TECH MANAGEMENT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT DENTAL HI-TECH MANAGEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. Patient Information. The Services provided may enable Client to upload and store confidential patient information to a secure site hosted by Dental Hi-Tech Management (hereafter designated as the “Site”). State and Federal laws, as well as ethical and licensure requirements of Client’s profession, may impose obligations with respect to patient confidentiality that may limit Client’s ability to make use of certain Services or to transmit certain information to third parties. Client hereby represents and warrant that Client will, at all times during the term of this Agreement and thereafter, comply with all laws and regulations directly or indirectly applicable to Client or Client’s organization that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of patient information, and use Client’s best efforts to cause all persons or entities under Client’s direction or control to comply with such laws and regulations. Client shall be, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining or verifying that Client and/or Client’s organization has obtained and is maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view patient information Client transmits, and store in connection with the Site and the Services. Client agrees that Dental Hi-Tech Management, our licensors, and all other persons or entities involved in the operation of services provided through the Site, have the right to monitor, retrieve, store and use patient information in connection with the operation of such services, and are acting on Client’s behalf in transmitting patient information. Dental Hi-Tech Management will use commercially reasonable efforts to maintain the confidentiality of patient information Client transmit and to prevent the disclosure of such information to third parties except in connection with the transmission, storage, retrieval, and disclosure of such information on Client’s behalf and except as may be required or permitted by law. DENTAL HI-TECH MANAGEMENT CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR CLIENT’S USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, UPLOADED, OR STORED USING THE SITE OR THE SERVICES. FURTHERMORE, CLIENT AGREES TO INDEMNIFY DENTAL HI-TECH MANAGEMENT FROM ANY CLAIM, ACTION, OR CAUSE, TORT OR OTHERWISE, THAT MAYBE BROUGHT AGAINST CLIENT IN THE EVENT THAT PATIENT INFORMATION IS COMPROMISED DUE TO CLIENT’S NEGLIGENCE OR FAILURE TO SECURE ID’S AND PASSWORDS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, (I) CLIENT SHALL BE SOLELY RESPONSIBLE FOR ESTABLISHING MAINTAINING AND UPDATING A SECURITY POLICY WITH RESPECT TO PASSWORD AND LOGIN CREDENTIALS (THE “SECURITY POLICY”), (II) SUCH POLICY SHALL AT ALL TIMES COMLY WITH THE THEN APPLICABLE INDUSTRY STANDARDS FOR MEDICAL RECORDS SECURITY AS WELL AS WITH ALL APPLICABLE LAWS AND REGULATIONS, (III) CLIENT SHALL BE SOLELY RESPONSIBLE FOR IMPLEMENTATION AND ENFORCEMENT OF SUCH POLICY WITH RESPECT TO ITS EMPLOYEES, AGENTS, OFFICERS AND OTHER PERSONS HAVING ACCESS TO PAITNET INFORMATION, (IV) CLIENT SHALL BE SOLELY RESPONSIBLE FOR REQUESTING IDs (AS HEREINAFTER DEFINED) AND OTHER LOGIN CREDENTIALS FROM DENTAL HI-TECH MANAGEMENT THAT ARE IN COMPLIANCE WITH THE POLICY, AND (V) CLIENT SHALL BE SOLELY RESPONSIBLE FOR REQUESTING UPDATES AND OR MODIFICATIONS FOR SUCH IDs AND/OR OTHER LOGIN CREDENTIALS. The provisions of this Section 7 shall survive the termination of this Agreement indefinitely. 8. Secured Access /File Location. (a) The Site is intended by Dental Hi-Tech Management to require a user ID and password for access and use. Certain Services may require additional codes. Client is solely responsible for maintaining the strict confidentiality of the user IDs, passwords and codes (collectively, “IDs”) in accordance with the provisions of Section 7 above. CLIENT HEREBY ASSUMES RESPONSIBILITY FOR ANY CHARGES, COSTS LOSSES AND/OR DAMAGES INCURRED OR SUFFERED AS A RESULT OF CLIENT’S FAILURE TO KEEP IDS AND OR OTHER LOGIN CREDENTIAL SECURE. Dental Hi-Tech Management shall not be liable for any harm related to the theft of Client’s IDs, Client’s disclosure of client’s IDs, or Client’s authorization to allow another person or entity to access and use the Site using Client’s IDs. Client agrees to immediately notify us of any unauthorized use of client’s IDs or other need to deactivate an ID due to security concerns. (b) Client shall strictly comply in all respects with the Dental Hi-Tech Management’s guidelines relating to structure and location of file storage. Failure to comply with such guidelines may compromise data security. 9. Security. Dental Hi-Tech Management will endeavor to use appropriate security measures to protect the confidentiality of patient information. The Site will use Health Insurance Portability and Accountability Act (HIPAA) standard encryption technology in arranging for the transmission of patient information. Client acknowledges and agrees (i) that that no form of encryption is perfect, (ii) that Dental Hi-Tech Management shall not be liable for any costs, losses, damages resulting from Site’s security and the data contained therein being compromised, and (iii) Client shall indemnify and hold Dental Hi-Tech Management harmless from any third-party claims in the event that the Site’s security and the data contained therein is compromised. The provisions of this Section 9 shall survive the termination of this Agreement indefinitely. 10. Force Majeure / Acts of Third Parties. (a)Dental Hi-Tech Management shall have no liability for delays, failure in performance or damages due to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of military authorities or of the public enemy, inability to secure raw materials, transportation facilities, fuel or energy shortages, acts of omissions of communications carriers, unauthorized use of the Services, or other causes beyond Dental Hi-Tech Management’s control, whether similar to the foregoing or not. (b) Client shall be responsible for any delays to performance of the Services caused by third parties that under not under Dental Hi-Tech Management’s control. Therefore, Client maybe be subject to additional charges result in from the delays in performance of the Services caused by such third parties. 11. Exclusions from Dental Hi-Tech Management Maintenance Service The following services (inclusive of replacement of maintenance parts) are outside the scope of Dental Hi-Tech Management on-site maintenance service provided hereunder. a. Electrical work external to the equipment; b. Repair of damage or increase in service time due to any cause external to the equipment adversely affecting its operability or serviceability which shall include but not be limited to fire, flood, water, wind, lightning, and transportation, or due to neglect or misuse other than by Dental Hi-Tech Management, or electrical power surges. c. Repair or damage or increase in service time caused by failure to continually provide a suitable installation environment including, but not limited to, the failure to provide adequate electrical power, air conditioning, or humidity control, or Client's improper use, management or supervision of the equipment including without limitation, the use of supplies, disc packs and cartridges; d. Repair or damage or increase in service time caused by the use of equipment for purposes other than for which it is designed. e. Furnishing platens, supplies or accessories, painting or refinishing the machines or furnishing material therefore, making specification changes or performing services connected with relocation of equipment, or adding or removing approved accessories, attachments or other devices except as set forth herein; f. Such service which is impractical for Dental Hi-Tech Management field engineers to render because of alterations in the equipment or their connection by mechanical or electrical means to another machine or device, in which event Dental Hi-Tech Management will endeavor to maintain and/or repair such equipment as existed prior to such alteration or connection. g. Software support including operating systems, utilities and application programs. Systems engineering services, programming and operational procedures of any kind as relate to software and operation thereof unless specified otherwise in Client’s organization's custom profile. 12. Access to Equipment During the any service periods, Client will provide Dental Hi-Tech Management with full and free access to the equipment under on-site maintenance service and a place in which to perform such service. If persons other than Dental Hi-Tech Management field engineers repair, modify, or perform any maintenance on any item of equipment covered by this Agreement, and as a result thereof, any on-site maintenance service by Dental Hi-Tech Management is required to restore the equipment to good operating condition and/or Dental Hi-Tech Management serviceable condition, such service will be made at the applicable Dental Hi-Tech Management per call rates and terms then in effect. 13. Maintenance Service If the Client requests unscheduled remote and on-site maintenance to be performed at a time which is outside the selected period of maintenance service availability, the service will be furnished on a commercially reasonable efforts basis at the applicable Dental Hi-Tech Management per call rates and terms then in effect. Travel time and expenses are billable in connection with such maintenance. 14. On-Sight Services. (a) With respect to scheduling and/or ordering any equipment, and certain other Services, Dental Hi-Tech Management may require Client to make a deposit which will be applied toward the total cost of such Services. In the event that Client cancels such Service after payment of the Deposit, such Deposit shall be deemed earned by Dental Hi-Tech Management and shall be retained by Dental Hi-Tech Management as a cancellation fee. (b) With respect to any Services relating to office build-out, any cancellation of the reserved time and days, must be done at least 48 hours prior to the scheduled time. Failure to timely cancel such appointments may result in additional charges and fee. 15. Free Account Evaluation. Client may elect to utilize Dental Hi-Tech Management' support and free account takeover and evaluation provided, however that if this Agreement or the Services are terminated for any reason before one (1) year anniversary of such account takeover and evaluation, Client shall incur and be liable for flat fee of one thousand ($1,000.00) dollars payable to Dental Hi-Tech Management. The provisions of this Section 15 shall survive the termination of this Agreement indefinitely. 16. Sales Tax. To the extent that (i)Client is not located in the State of New York or (ii) a miscalculation occurred with respect to any state or local, sales or use, or similar fees or taxes, Client shall be responsible for the payment of any state or local, sales or use, or similar fees or taxes arising as a result of the Services, and Client shall indemnify and hold Dental Hi-Tech Management harmless from any losses, costs or damages resulting from non-payment of such state or local, sales or use, or similar fees or taxes. The provisions of this Section 16 shall survive the termination of this Agreement indefinitely. 16. Miscellaneous. Client may not assign its rights or delegate any of its duties under this Agreement without our prior written consent of Dental Hi-Tech Management, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures. Dental Hi-Tech Management may subcontract any work, obligations or other performance required of Dental Hi-Tech Management under this Agreement without consent of Client. Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to Dental Hi-Tech Management, will be effective upon transmission.