DENTAL DIGITAL SERVICES LLC TERMS OF USE.
INTRODUCTION.
These Terms of Use apply to the entire Dental Digital Services (DDS) web site which enables participating practices to communicate digitally and all portions of the site contained therein excluding links to other web sites. These Terms of Use shall apply to any future portions of the DDS unless otherwise stated. In these Terms of Use, we offer the user the ability to use our Software Services(LABRX) and the features associated therein.
TERMS OF USE OF THE SOFTWARE SERVICES(LABRX)
By using this website, you have automatically accepted the terms of use. Therefore, if you disagree with any part of the site, please do not use the site at all. The use of the software (LABRX) Services and access to the material it contains shall be subject to the Terms of Use as well as applicable laws. We reserve the right, at our sole discretion, to update or revise these Terms of Use. Please check the Terms of Use periodically for changes. Your continued use of this site following the posting of any changes to the Terms of Use constitutes acceptance of those changes. You may print these terms of use out as enabled by your browser. If you are not accepting these Terms of Use on your own behalf, you warrant that you are legally authorized to agree to them on behalf of the entity or individual described in the registration form and that your actions will legally bind that entity or individual.
LICENSE AND RESTRICTIONS ON USE.
The Software (LABRX) Services are the exclusive property of DENTAL DIGITAL SERVICE, LLC or its licensors. All rights not granted herein are reserved by DDS and its licensors. Subject to these Terms of Use, we hereby grant you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software Services(LABRX) for your own internal business purposes. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the Software Services. Nothing in these Terms of Use shall be construed as an implied grant of any right, and you shall not permit any third party to (i) rent, loan, lease or sublicense the Software Services or any portion thereof; (ii) decompile, disassemble, or otherwise reverse engineer or attempt to deconstruct or discover any source code or underlying ideas of the Software Services by any means whatsoever; (iii) use, copy, modify, merge, or transfer copies of our Services, or any portion thereof, except as provided for in these Terms of Use; (iv) use or reproduce any of the Software Services in source code format; (v) distribute or disclose to, or allow use of the Services, or any portion thereof, in any format through any timesharing service, service bureau or network or by any other means by, any other third party other than your personnel; or (vi) modify or alter the Software Services, or any portion thereof, in any manner whatsoever.
TERMINATION
Dental Digital Services LLc, Software (LABRX) Services may terminate these Terms of Use at any time. Upon termination, DDS shall invoice you for all fees due for the entire term, and you shall pay such amount immediately upon receipt of invoice. In the event of any termination or cancellation of these Terms of Use, this part and other related parts shall survive.
PROPERTY RIGHTS
It is agreed and acknowledged that DDS or its licensors are the exclusive owner of all right, title and interest in the Software (LABRX) Services and also holders of all copyright,
patent, trademark, trade names, services marks, designations, trade secret and other proprietary rights therein (collectively, "Proprietary Rights"),
and reserves all such Proprietary Rights to itself except as expressly licensed to you hereunder. To the extent that any Proprietary Rights do not otherwise vest in DDS,
you hereby assign all such Proprietary Rights to DDS, and agree to do all other acts reasonably necessary to perfect DDS’s ownership thereof, without any additional
consideration of any kind.
DDS does not claim any ownership rights in any information, data, photographs, x-rays, digital images or other materials you may originate and upload, transmit or
otherwise make available through the DDS Services ("User Content"). You continue to retain any ownership rights you have in such User Content.
To the extent that DDS provides you with an opportunity to post, store and exchange User Content, you agree to and hereby do grant, and you represent and warrant
that you have the right to grant, DDS, its contractors, and the users of the Software(LABRX) Services to which such User Content is transmitted an irrevocable, perpetual,
non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to: (i) use, copy, display and distribute such User Content and to prepare derivative works of,
or incorporate into other works, such User Content solely in order to manage the Software Services and business, provide customer service and related problem solving services to you;
and (ii) use, compile and aggregate de-identified User Content and data derived therefrom for commercial purposes.
You are responsible for ensuring the privacy of your own User Content. DDS uses industry standard security measures to protect the loss,
misuse and alteration of the User Content you provide. Although we make good faith efforts to store the User Content provided by members in a secure operating environment
that is not available to the public, DDS cannot guarantee complete security. Further, while DDS makes every effort to ensure the integrity and security of its systems,
they cannot guarantee that its security measures will prevent third-party "hackers" from illegally accessing the User Content or your personal information.
PROHIBITED USE.
You shall not use this site for any purpose that is unlawful or prohibited by these Terms of Use. You may not use this site in any manner that could damage,
disable, overburden, or impair any DDS server, or the network(s) connected to any of our server, or interfere with any other party\'s use and enjoyment of the services.
You may not attempt to gain unauthorized access to any computer systems or networks connected to any our server or other systems, through hacking,
password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through this site.
DDS makes no representation that the Software Services, this site, or its contents are appropriate or available for use in locations outside our jurisdiction,
and accessing the Software Services from territories where such content is illegal and prohibited. Your access and use of the Software Services is at your own initiative
and risk and you are responsible for compliance with all applicable local laws, keeping in mind that access to the Software Services may not be legal by certain persons or
in certain jurisdictions.
DDS disclaims any liability for any typographycal errors which may occur in this site.
DISPUTES
If there is a dispute between DDS and users of the Software Services and/or any third party, DDS is under no obligation to become involved. In the event that you have such a dispute, you shall not involve DDS, their respective officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any manner whatsoever related to such disputes and/or the Software Services.
INDEMNIFICATION BY USER.
You agree to defend, indemnify, and hold harmless DDS and their affiliates, parents, subsidiaries, and respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys' fees and costs, that arise from your: (i) breach of these Terms of Use, or (ii) use or misuse of the Software Services, this site or any information contained thereon or your use of any software application associated with the use of this site. You agree to seek and obtain our written permission before agreeing to settle any claim.
LAWS AND FORUM.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of our jurisdiction, with regard to rules regarding conflicts of laws.
By accessing the Software Services, you agree that courts located in our jurisdiction shall have exclusive jurisdiction over all claims and actions arising out of or
relating to these Terms of Use and/or your use of the Software Services, and you further agree and submit to the exercise of personal jurisdiction of such courts and
consent to extra-territorial service of process for the purpose of litigating any such claim or action.
A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms of Use
to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, DDS
records shall be conclusive in all respects.
DDS shall have no liability for delays, failure in performance or damages (other than obligations regarding payment of money or confidentiality) due to: fire, explosion,
lightning, pest damage, power surges or failures, strikes or disputes, water, acts of God, the elements, war, civil disturbances, acts of military authorities or the
public enemy, inability to secure raw material, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or other causes beyond DDS’s
control, whether or not similar to the foregoing.
MISCELLANEOUS
a. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms of Use to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, DDS records shall be conclusive in all respects.
b. DDS shall have no liability for delays, failure in performance or damages (other than obligations regarding payment of money or confidentiality) due to: fire, explosion, lightning, pest damage, power surges or failures, strikes or disputes, water, acts of God, the elements, war, civil disturbances, acts of military authorities or the public enemy, inability to secure raw material, transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or other causes beyond DDS’s control, whether or not similar to the foregoing.
c. This Agreement is between Provider and Business Associate and shall not be construed, interpreted, or deemed to confer any rights whatsoever to any third party, including Patients. Security Standards, the Privacy Rules, and relevant Acts.
d. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the Transaction Standards, Security Standards, the Privacy Rules, and relevant Acts.
e. Provider and Business Associate agree to negotiate in good faith if, in either party’s reasonable judgment, modification of this Agreement becomes necessary due to legislative or regulatory amendments to the Privacy Rule, the Security Rule, or other relevant Acts.
f. In the event that it is impossible to comply with both this Agreement and any underlying services agreements between the parties, the provisions of this Agreement shall previal with respect to those provisions of each agreement that expressly conflict.
g. This agreement replaces and supersedes any previous agreement with respect to the subject matter hereof.
Acceptable use
You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal,
fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of computer virus, Trojan horse, worm,
keystroke logger, or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting)
on or in relation to this website without our express consent.
You must not use this website to transmit or send unsolicited commercial communications.
Variation
We may revise these terms and conditions from time-to-time. Revised terms and conditions shall apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.