Welcome to Dentavine, Inc. (“Dentavine”, “we”, or “us”). Dentavine provides a knowledge management platform and various add-on products (the “Products”), and related support and hosting services (“Service” or “Services”) to its Subscribers. By signing up for Dentavine’s Products and Services, you, the Subscriber, agree to the following Terms of Service, which, together with the Sales Order, constitute a legally enforceable agreement governing your use of the Products and Services. If you are entering into this agreement, you affirm that you are either more than 18 years of age or have reached the age of legal majority in your jurisdiction of residence, and, if you are entering into this Agreement on behalf of a company, that you possess the requisite authority to enter into this Agreement on behalf of the company. You further represent that you are not a competitor of Dentavine nor do you represent, directly or indirectly, a competitor of Dentavine.
- Agreement Structure; Definitions
- These Dentavine Terms of Service establish the general terms and conditions to which the parties have agreed with respect to the provision of the Products and Services by Dentavine to Subscriber. Additional terms for the provision of the Products and Services are contained in the applicable Sales Order for the purchase of such Products and/or Services. “Sales Order” means the document(s) signed by the parties that set forth the order-specific information, including product descriptions, license quantities, license fees and other such information which incorporates by reference these Dentavine Terms of Service. Your use of the Products and/or Services constitutes your agreement to this Agreement (as defined below). These Dentavine Terms of Service are subject to change from time to time, in Dentavine’s sole discretion and without advance notice. All changes to these Terms of Service are effective immediately. You are responsible for reviewing these Dentavine Terms of Service on a regular basis. These Terms of Service apply to all visitors and all who access the Products or utilize the Services.
- The Sales Order, together with these Dentavine Terms of Service, constitutes the “Agreement” between the parties. Both parties acknowledge and agree to be bound by the terms of this Agreement.
- To the extent the terms of the Dentavine Terms of Service conflict with the terms of the Sales Order, the Sales Order shall prevail.
- Definitions. As used in this Agreement, the following defined terms shall apply:
- Agreement means the Dentavine Terms of Service together with the applicable Sales Order(s).
- Confidential Information means all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential in writing or that should reasonably be understood to be confidential given the nature of the information or circumstances surrounding the disclosure. Confidential Information includes, but is not limited to: information relating to a party’s software or hardware, source code, API data Dentas, documentation, specifications, databases, system design, and development methods as well as information relating to the party’s business and marketing plans, financials, product plans, designs, customer lists, and business processes.
Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without any breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without recourse or use of the Confidential Information disclosed under this Agreement.
- Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
- Dentavine means Dentavine, Inc.
- Intellectual Property Rights means, on a worldwide basis, any and all: (i) rights associated with works of authorship and literary property, including copyrights and moral rights of any author; (ii) trademarks, service marks, logos, trade dress, trade names (whether or not registered), and the goodwill associated therewith; (iii) rights relating to know-how or trade secrets; (iv) patents, designs, algorithms and other industrial proprietary rights; and (v) any other intellectual or industrial property rights, whether now or hereafter existing, and whether or not protected, Dentad, registered or recorded.
- Receiving Party means the party receiving Confidential Information from the Disclosing Party.
- Sales Order means the document(s) signed by the parties that set forth the order-specific information, including product descriptions, license quantities, license fees and other such information which incorporates by reference these Dentavine Terms of Service.
- Services means implementation, data migrations, integration, training and any other consulting or service-based services.
- Products means the cloud-based legal case management Products and any other add-on functionality provided to Subscriber by Dentavine, as more particularly identified in the applicable Sales Order(s).
- Subscriber means the legal entity or individual that enters into this Agreement and is identified on the applicable Sales Order(s), and its representatives, agents, employees, and contractors.
- Subscriber Data means any data, information or material Subscriber provides or submits through the Products.
- Products Implementation and Data Migration.
- Implementation. Dentavine will provide the Products and Services as specified in the applicable Sales Order. Subscriber shall provide a primary and secondary point of contact (the “Dentavine Administrator”) to coordinate communication and make decisions during the implementation process. Subscriber understands that Dentavine’s completion of the implementation process is entirely dependent upon the Subscriber’s timely and effective completion of responsibilities under the terms of this Agreement. In the event on-site implementation services are required, Dentavine may pass on any incidental travel-related expenditures to Subscriber, as agreed to and specified in a Sales Order.
- Subscriber represents and warrants that it will engage in good faith best efforts to implement the Products and Services.
- Subscriber understands and acknowledges: (i) that its failure to engage in good faith best efforts to implement the Products and Services shall relieve Dentavine of its obligations to implement the software within any specified period of time; (ii) that its good faith efforts, including timely and responsive communication surrounding the implementation efforts are expected and relied upon by Dentavine; and (iii) Dentavine cannot complete a successful and timely implementation absent Subscriber’s good faith best efforts and cooperation.
- Data Migration. Dentavine may provide data migration services as specified in the applicable Sales Order. Subscriber must provide Dentavine with the names and contact information of the Subscriber’s Dentavine Administrator(s) to coordinate communication and make decisions during the data migration processes. Subscriber acknowledges and agrees that Dentavine’s completion of the data migration process is entirely dependent upon the Subscriber’s timely and effective completion of responsibilities under the terms of this Agreement.
Data Migration includes import of any necessary data into your Dentavine organization. Subscriber must provide to Dentavine a copy of Subscriber Data prior to the beginning of the migration process. Dentavine is not responsible for extracting Subscriber Data from Subscriber’s previous provider.
Dentavine will use the copy of Subscriber Data to perform test migrations. Subscriber acknowledges that the migration process is a shared responsibility between Dentavine and Subscriber. Subscriber feedback is necessary at each test or draft migration to ensure the Subscriber Data is being imported and mapped appropriately.
Any updates to the migration itself after it has been approved for final migration will be considered to be additional work, possibly incurring additional time and costs. Following a Subscriber-approved test migration, an updated copy of the data is required in order to perform the final migration, if Subscriber desires the most up-to-date data possible.
Dentavine guarantees the holding of Subscriber’s copy of Subscriber Data for 90-days following the final migration. After 90 days, the copy of Subscriber Data will be scheduled for hard deletion from the Dentavine systems. Should a need arise for the copy of Subscriber Data to be restored after such deletion, Subscriber is responsible for delivering a new copy of Subscriber Data in a usable format to Dentavine.
- Subscriber represents and warrants that it will engage in good faith best efforts to migrate the Subscriber Data.
- Subscriber understands and acknowledges: (i) that its failure to engage in good faith best efforts to migrate the Subscriber Data shall relieve Dentavine of its obligations to complete the data migration within any specified period of time; (ii) that its good faith efforts, including timely and responsive communication surrounding the data migration efforts are expected and relied upon by Dentavine; and (iii) Dentavine cannot complete a successful and timely data migration absent Subscriber’s good faith best efforts and cooperation.
- Subscriber Data. Subscriber understands that it is solely responsible for retrieving data from Subscriber’s previous provider and providing such data to Dentavine in a reasonable, commercial format that is widely utilized within the industry. Subscriber further understands that it is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all data submitted to Dentavine in a reasonable, commercial format that is widely utilized within the industry. Failure of Subscriber to provide data in a reasonable, commercial format may result in additional fees for conversion to the correct format and/or other actions taken by Dentavine on Subscriber’s behalf to allow for the use of Subscriber Data. Data migration fees include up to three (3) test or draft migrations and one (1) final migration. Any additional tests and/or changes after the live migration may incur additional fees.
- Failure by Subscriber to reasonably comply with this section will not delay or otherwise modify the Initial Term Start Date and payment obligations contained in this Agreement.
- Security. Dentavine implements reasonable and appropriate measures to protect Subscriber Data from accidental or unlawful loss, theft, access or destruction.
- Obligations of the Parties
- Authorized Licenses. Dentavine authorizes one individual per Dentavine License. Individuals MAY NOT share Dentavine Licenses to access the Products at any time. In the event Dentavine reasonably believes that Dentavine Licenses are being shared, Dentavine will require Subscriber to purchase additional Dentavine Licenses.
- Licenses. Subscriber understands and agrees that its right to use the Products is limited to the number of Dentavine Licenses purchased in accordance with the applicable Sales Order. The number of Dentavine Licenses identified in the applicable Sales Order represents the number of licenses for which the Subscriber agrees to pay for the Term. Dentavine will not adjust License Fees or refund amounts paid for any decreases in the number of Dentavine Licenses used during the Term. In the event Subscriber uses more Dentavine Licenses than specified in the Sales Order, Subscriber will be obligated to purchase additional Dentavine Licenses, in excess of what is specified in the Sales Order.
- Compliance with Applicable Law. Subscriber shall, at all times, use the Products in a manner that is compliant with all relevant, applicable federal, state and local laws and regulations. Subscriber shall defend and indemnify Dentavine and its directors, officers, agents or employees against any and all liability associated with Subscriber’s breach of this section.
- Subscriber Use Restrictions. Subscriber shall use the Products only in accordance with these Terms of Service. Subscriber shall not, and shall ensure that its affiliates, employees, consultants, contractors, agents, representatives or other third parties do not: (a) modify, adapt, alter, translate or create derivative works of the Products; (b) sell, resell, sublicense, distribute, rent, loan or otherwise transfer the Products to a third party; (c) reverse engineer, decompile, decipher, disassemble or otherwise attempt to derive the source code for the Products; (d) attempt to gain unauthorized access to the Dentavine Products or its related systems or networks; (e) interfere with or disrupt the integrity or performance of the Dentavine Products; (f) access or use the Dentavine Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights of any third party; (g) or use or copy the Products, except as expressly permitted in these Terms of Service and the applicable Sales Order; (f) engage in activity that involves the transmission of “junk mail” or unsolicited mass mailing or “spam” to individual consumers; (g) submit Subscriber Data or any other data that contains viruses, Trojan horses, worms, or any other similar form of malware; or (h) use or access the Dentavine Products for any fraudulent purposes or in any manner that violates any applicable federal, state, or local law or regulation.
Dentavine recommends accessing the Products through the Google Chrome web browser (“Browser”) and ensuring that all Browser updates are installed. While not recommended, if other web browsers are used to access the Products, Subscriber shall ensure that the web browser supports HTTP/2 and TLS 1.2 or 1.3.
Failure to comply with this Section shall be deemed a material breach of this Agreement by Subscriber.
- Dentavine Obligations Surrounding Personal Information. In accordance with California privacy law, neither Dentavine nor its affiliates, employees, consultants, contractors, agents or representatives shall be permitted to: (a) sell or share any and all personal information; (b) retain, use, or disclose personal information for any purpose other than to provide services hereunder; or (c) combine personal information it receives from Subscriber with personal information it collects on its own or receives from a third party for any non-business purpose. Notwithstanding the foregoing, Dentavine shall be permitted to (a) process or maintain personal information on behalf of the Subscriber; (b) retain another service provider as a subcontractor subject to the same requirements as Dentavine is under California privacy law (Dentavine has no actual knowledge or reason to believe any service provider or subcontractor intends to commit a violation of California privacy law); (c) use personal information for internal use to build or improve the quality of its services provided that the date is not used to build household or consumer proDentas; (d) use personal information to detect data security incidents or protect against fraudulent or illegal activity; (e) use personal information to comply with federal, state, or local laws or a civil, criminal, or regulatory inquiry or demand; (f) use personal information to cooperate with law enforcement agencies; or (g) use personal information to exercise or defend legal claims.
- Proprietary Rights. Dentavine owns and retains all rights, title and interest (including Intellectual Property Rights) in and to, the Products and all equipment, infrastructure, websites, materials or deliverables provided to Subscriber by Dentavine. Nothing contained in the Agreement shall be construed as granting any license of rights under any intellectual property, including, but not limited to any patents, patents pending, trademarks, service marks, logos, slogans, copyrights or other proprietary information or intellectual property to the other party except during the Term of this Agreement and solely to the extent expressly stated in the Agreement. All rights, title and interest in or to any Intellectual Property Rights relating to the Products and any logos or product names, etc. are reserved and all rights not expressly granted are reserved by Dentavine.
Subscriber retains all right, title and interest in and to the Subscriber Data.
- Confidentiality. The Receiving Party agrees to maintain the confidentiality of the Confidential Information disclosed by the Disclosing Party, using the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable degree of care), and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside of the scope of this Agreement. The Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, agents, and contractors who require such access for purposes of carrying out its obligations hereunder, and who have signed confidentiality agreements with the Receiving Party containing protections no less restrictive than those contained in this Agreement or who are otherwise bound by the duty of confidentiality, such as an attorney.
The parties agree that unauthorized use or disclosure of Confidential Information may cause irreparable harm to Disclosing Party and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief seeking to restrain such use or disclosure without the necessity of posting any bond.
- Representations & Warranties. Each party represents and warrants to the other party that it has the requisite authority to enter into and perform its obligations under this Agreement. Dentavine represents and warrants that it will provide the Products and Services in a workmanlike manner and that the Products and Services alone, and not in conjunction with any third-party software or service, do not violate or infringe upon any third party’s intellectual property or privacy rights. Subscriber represents and warrants that its use of the Products will not infringe or misappropriate any copyright, trademark, trade secret, patent or other intellectual property right of any third party, and that its use of the Products and/or Services will not violate any applicable federal, state or local law or regulation.
- Dentavine Warranty Disclaimer. Dentavine shall use reasonable efforts consistent with prevailing industry standards to maintain the Products and Services in a manner which minimizes errors and interruptions in the Products and Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance windows or for unscheduled emergency maintenance by Dentavine, or because of other causes beyond Dentavine’s reasonable control, but Dentavine will use reasonable efforts to provide advance notice of any scheduled service disruption. However, Dentavine does not warrant that the Products or Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use of the Products or Services. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND DentaVINE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, SECURITY OR CONTENT OF INFORMATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT).
- Use of API Keys. Subscriber acknowledges and agrees that if Dentavine grants Subscriber access to the Dentavine API, Subscriber assumes all responsibility for the actions of any person or entity with whom Subscriber shares such API access.
- Use of Calendar Function. If Subscriber uses the Dentavine calendar feature, Subscriber acknowledges that it is solely responsible for: (i) its own proper data entry; (ii) maintaining any and all said calendar entries; and (iii) maintaining its own mandated deadlines, including but not limited to statutory deadlines. Dentavine is not responsible for any misuse of the calendar functionality or any issues that arise from such aforementioned misuse.
- Third Party Services. As a part of the Products, Dentavine may offer links to, or include within the Products, certain software, services, or information by or from other third parties (“Third-Party Services). Such Third-Party Services are licensed to Subscriber, and Subscriber agrees that its use of such Third-Party Services is subject to and will comply with the license terms of such Third-Party Service and the terms of this Agreement. Dentavine is not liable or responsible for any acts or omissions created or performed by these Third-Party Services. The Third-Party Services are provided “as is” and Subscriber will have no remedy against Dentavine with respect to any Third-Party Service.
- Disclaimer for Third-Party Services. Dentavine is not the publisher of information supplied by Third-Party Services. DentaVINE ASSUMES NO RESPONSIBILITY AND MAKES NO REPRESENTATIONS, WARRANTIES, RECOMMENDATIONS, ENDORSEMENTS OR APPROVALS WITH REGARD TO SUCH THIRD-PARTY INFORMATION.
- Limitation of Liability. NOTWITHSTANDING ANY OTHER TERM HEREIN TO THE CONTRARY AND UNLESS OTHERWISE EXPRESSLY STATED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DentaVINE, ITS EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, AFFILIATES, CONSULTANTS OR SUPPLIERS BE LIABLE TO SUBSCRIBER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR STATUTORY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, PERFORMANCE OR USE OF THE SERVICE, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, COST OF COVER, OR OTHER PECUNIARY LOSS, EVEN IF DentaVINE OR SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DentaVINE’S CUMULATIVE LIABILITY TO SUBSCRIBER SHALL NOT EXCEED THE AMOUNT OF FEES PAID UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE FOREGOING ALLOCATION OF RISK AND LIMITATION OF LIABILITY HAS BEEN NEGOTIATED BY THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN DentaVINE AND SUBSCRIBER.
- Indemnification. Subscriber agrees to indemnify, defend and hold harmless Dentavine and its officers, directors, employees, agents, representatives, successors and assigns from and against any and all claims, costs, demands, damages, liabilities or expenses, including, but not limited to, reasonable attorneys’ fees and costs arising from: (i) the Subscriber Data; and (ii) Subscriber’s use of the Products and/or Services.
- Right to Termination
- Dentavine reserves the right, without any prior notice and without liability for any resulting consequential damages, in its sole discretion to terminate your access to the Products.
- Either party may terminate this Agreement immediately upon notice to the other party if the other party commits a non-remediable breach, or if the other party fails to cure a remediable breach within thirty (30) days of being notified in writing of such breach, unless such breach is non-payment of fees due hereunder, in which case such breach must be cured within ten (10) days.
- Effect of Termination. Upon termination or expiration of this Agreement for any reason, the use right granted to the Subscriber by Dentavine shall automatically terminate and Subscriber shall immediately cease using any and all Dentavine Licenses.
- Subscriber Data Backup. Dentavine shall not be obligated to store any Subscriber Data or Dentas for more than thirty (30) days following the termination of this Agreement by either party. Within thirty (30) days following the date of termination, Subscriber shall notify Dentavine, in writing, whether it would like the Subscriber Data: (i) destroyed; or (ii) returned to Subscriber in a mutually agreed-upon format. Subscriber shall be solely responsible for all costs associated with such return. Upon written request, Dentavine will provide to Subscriber a written certification of the deletion of Subscriber Data. Dentavine shall be permitted to retain copies of any Subscriber Data solely for archival, legal and/or regulatory purposes; provided that, Dentavine shall not use the Subscriber Data for any other purpose.
- Survival. Sections 1, 5, 6, 7, 8, 9, 10, 11, and 12 shall survive the termination of this Agreement.
- General Provisions
- Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship between the parties. No party may obligate, incur debt for or on behalf of the other party, or hold himself out as an agent of the other party.
- Governing Law. This Agreement shall be construed, interpreted, and governed by the laws of the State of Utah, without regard to conflicts or choice of law principles. Except as provided in Section 12.3, Dentavine and Subscriber consent to the jurisdiction of the state courts of the State of Utah located in Utah County and the U.S. District Court for the District of Utah.
- Dispute Resolution. Except for: (i) the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or to prevent irreparable harm; or (ii) the right of Dentavine to enforce its right to collect amounts due under this Agreement, any claim or controversy arising out of or relating to these Terms and Conditions or to a breach of these Terms and Conditions, shall be finally, and exclusively, settled by binding arbitration in Salt Lake City, Utah. The arbitration shall be held before one arbitrator under the Commercial Arbitration rules of the American Arbitration Association (“AAA”) in force at that time. The arbitrator shall be selected pursuant to the AAA rules. The arbitrator shall apply the substantive law of the State of Utah, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. To begin the arbitration process, a party must make a written demand therefore. The prevailing party shall be entitled to receive from the other party all attorneys’ fees and costs incurred. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction in Utah. The AAA Commercial Arbitration Rules can be found at www.adr.org/Rules.
- Force Majeure. Neither party shall incur any liability to the other party on account of any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such force majeure event persists. Force majeure events include, but are not limited to, earthquakes, fires, explosions, strikes, riots, acts of war, acts of terror, acts of God, emergencies, civil unrest, viruses or denial of service attacks, internet or internet service provider failure, or telecommunications failure.
- Notice. Any notice in connection with this agreement shall be given in writing and must be: (a) hand delivered; (b) sent via first class registered mail, postage prepaid; or (c) sent by an internationally recognized overnight air courier, postage prepaid. Notices will be considered to have been given at the time of actual delivery in the case of hand delivery, two (2) business days after depositing in the mail as set forth above or one (1) day after delivery to the overnight courier. At any time, a party may specify a change of address by means of notice as specified in this section.
- Entire Agreement and Modifications. These Terms of Service and the applicable Sales Order(s) set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersede all prior or contemporaneous understandings, whether oral or written, with respect to the same. No other rights are granted hereunder except as expressly set forth herein. This Agreement may only be modified in writing that is executed by an authorized representative of each party.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to the applicable law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by applicable law, and the enforceability of all other provisions shall remain in effect.
- Waiver. The failure or delay of either party at any time to enforce a right or remedy available to it under this Agreement with respect to any breach or failure of the other party shall not be construed as a waiver of such right with respect to any other breach or failure by the other party.
Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Neither party shall assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other party; provided, however that Dentavine may assign this Agreement and all of its rights and obligations hereunder as part of a merger or sale of all or substantially all of the assets or stock of Dentavine. Any assignment by Subscriber without Dentavine’s prior consent shall be null and void.