Terms of use

The following terms and conditions (the "Terms of Use") govern your access to and use of RecallMax, a patient recall management software solution delivered as a service via the Internet (the "Software") developed by DenCorp Online Services Inc., and licensed by DenCorp (US) Ltd. (together with DenCorp Online Services Inc., "Company", "we" or "us"). The term "Software" also shall include all updates, upgrades, and new versions of the Software provided or made available to you by us. 

Please read the Terms of Use carefully before you start to use the Software. By using the Software or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you may not access or use the Software.

We may change and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply after that to all access to and use of the Software. If you continue to use the Software after we post revised Terms of Use, then you accept and agree to the changes. Check this page often so you are aware of any changes.

ACCESSING THE SOFTWARE

Subject to these Terms of Use and your service agreement with the Company relating to the Software ("Service Agreement"), the Company hereby grants you a personal, limited, non-exclusive, non-transferable right during the term of your subscription to the Software under your Service Agreement (the "Subscription Period") to use the Software solely internally and only for your own dental practice and solely with one fee schedule per [paid account authorized to access] the Software. The Company reserves the right to review your usage of software and if, at any time, your usage of the Software exceeds reasonable usage in either rate of messaging or amount of data stored, then the Company may make changes to the technology, workflow, or fees associated with the Software.

We reserve the right to withdraw or change the Software, and any service or content we provide in association with the Software, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Software is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Software. 

Your account is personal to you and agree not to provide any other person with access to the Software or portions of it using your user name, password or other security information. You agree not to give or tell your username or password to any other person. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. We have the right to disable any user name, password or other identifier at any time in our sole discretion for any reason, including if, in our opinion, you have violated any part of these Terms of Use.

SUBSCRIPTION SERVICES

During the Subscription Period, provided your account is in good standing, you will be eligible to receive technical support and such web-based training or other additional services as the Company may, in its own discretion, make available to you ("Subscription Services"). 

The Company will provide you with technical support, free of charge, as part of the Subscription Services. All technical support is provided subject to the Company's then-current technical support policy. All updates, upgrades and new versions of the Software shall be governed by your Services Agreement and these Terms of Use.

You agree that the Company, or its designate, may remotely login to your computer or other device for purposes of providing the Subscription Services, including, without limitation, technical trouble shooting, answering questions, benchmarking and providing training to the dentist or the dentist's personnel. Remote login may be conducted through the use of established, secure, Health Insurance Portability and Accountability Act ("HIPAA") compliant third party entities. You further agree that the Company may also remotely login at any time as necessary or appropriate to maintain the Software and keep it functioning effectively.

During the time you are eligible to receive Subscription Services, the Company may, in its sole discretion, also make certain additional web-based training services available to you. Such additional services will be provided subject to the Company's then-current policies regarding use of such additional services. The Company reserves the right to discontinue any such additional services or offer new additional services at any time, without right to refund or set-off.

NO MEDICAL OR DENTAL ADVICE

The Company does not offer medical or dental advice. Any content accessed through the Software is for informational purposes only, and you may not rely upon it for any purpose, including with respect to possible uses, directions, precautions, drug interactions, or adverse effects associated with any product or service. 

USE OF PATIENT INFORMATION

 If you create, transmit, or display health or other information while using the Software, you may provide only information that you own or have the right to use. When you provide your, or a patient's, information through the Software, you give the Company a license to use and distribute it in connection with the Software. Health care providers are required to obtain consent before sharing information regarding treatment, payment, and health care operations. Separate patient authorizations must be obtained for all non-routine disclosures and non-health related purposes. A history of all non-routine disclosures must be accessible by the patient. RecallMax will track all sharing of patient data and sharing logs will be provided upon request. Reasonable measures must be taken by the healthcare practitioner to ensure safeguards are in place to protect the privacy of patient data.  

PERMISSION FOR LIMITED DATA SETS

The Company is allowed to create an aggregated "Limited Data Set" for uses such as industry benchmarking reports. This information is created without revealing specific patient or provider information. As per the "Limited Data Sets" section of HIPAA, the Company is allowed to aggregate data in order to develop industry benchmarks, as long as information that could be used to identify specific individuals is not revealed.

PROHIBITED USES OF THE SOFTWARE

You agree not to, directly or through others, do or attempt to do any of the following: (i) reverse engineer, decompile, or disassemble the Software or otherwise derive or discover its source code; (ii) modify or create derivative works based upon the Software, in whole or in part; (iii) remove any proprietary notices, legends or labels on the Software; (iv) resell, lease, rent, transfer, sublicense, assign or otherwise provide unauthorized access to the Software; (v) use the Software on behalf of third parties, whether on a service bureau or time sharing basis or otherwise; (vi) use the Software for litigation or practice valuation purposes or for any other use not expressly permitted by your Service Agreement or these Terms of Use; or (vii) use the Software with more than one fee schedule per [paid account authorized to access] the Software. Any use of the Software in violation of this Section shall immediately terminate your right to use the Software.

THIRD-PARTY SOFTWARE

Certain third-party software included with the Software may be subject to additional terms and conditions imposed by third-party licensor(s). If applicable, such terms and conditions are contained in the "About" pages of the Software. You hereby agree to comply with all applicable terms and conditions imposed by the such third-party licensor(s). 

INTELLECTUAL PROPERTY

The Software and Subscription Services and their entire contents, features and functionality (including all information, software, text, displays, images, video and audio, and the design, selection and arrangement of each), are owned by the Company, its licensors or other providers of such material and are protected by copyright, trademark, trade secret and other intellectual property or proprietary rights laws of Canada, the United States of America, and other countries.

You agree that no title to the intellectual property in the Software or Subscription Services is transferred to you. Except for the limited rights expressly granted to you by this Agreement, the Company and its licensors retain all right, title and interest, including all intellectual property rights, in and to the Software and Subscription Services. All rights not expressly granted by this Agreement to you are reserved by the Company. There are no implied rights.

WARRANTY DISCLAIMER

The Company, its affiliates and licensors make no warranties, whether statutory, express or implied, to you regarding the Software or Subscription Services, and the Software and Subscription Services are being provided to you "as is" without warranty of any kind. You acknowledge that the entire risk as to the quality and performance of the Software or Subscription Services is with you. The Company disclaims and excludes any and all warranties, whether express, implied, or statutory, including, without limitation, the implied warranties of title, satisfactory quality, non-infringement of third party rights, merchantability and fitness for a particular purpose.

the Company does not warrant that use of the Software or Subscription Services will meet your needs or requirements or be uninterrupted or error-free, that all defects or errors in the Software will be corrected, that any information or output provided by the Software will be accurate or complete, that the Software will work in all locations or that the fees suggested by the Software will be accepted by all insurance companies. Certain features of the Software may not be available in or compatible with future versions of the Software.

The Company assumes no responsibility, and shall not be liable, for any action or inaction taken in reliance on the use of the Software. You agree to not use inflammatory, incendiary, inappropriate or foul language, or take any actions that defame or negatively portray the Company or its affiliates in the marketplace.

CONSEQUENTIAL DAMAGES WAIVER

In no event shall the Company, its affiliates or licensors be liable to you or any third party for any consequential, special, incidental or indirect damages of any kind arising out of or relating to the Software or Subscription Services or the use thereof (including, but not limited to, damages or costs incurred as a result of loss of time, loss of data, loss of profits or revenue, loss of patients, decrease in profitability, or loss of use of the Software or Subscription Services or other economic loss), regardless of the form of action, whether in contract, tort (including negligence), or otherwise, even if the Company has been advised of the possibility of such damages, and notwithstanding any failure of the essential purpose of your Service Agreement or these Terms of Use.

LIMITATION ON LIABILITY

In no event will the Company or its affiliates accept liability for any claim, whether for breach of contract or warranty, tort (including negligence) or otherwise, exceeding the annual subscription fee paid by you for the Software in the annual period during which the facts underlying the claim first arose, notwithstanding any failure of the essential purpose of your Service Agreement or these Terms of Use.

At the end of the Subscription Period, you may only access and use the Software if you purchase additional subscriptions. You agree that the Company or its affiliates will not be liable for any damage that you may suffer in connection with the termination of such Subscription Period and your inability to access and use the Software.

The limitations in these Terms of Use are comprehensive and all examples are illustrative and not exhaustive. The fees and other provisions in your Service Agreement or these Terms of Use reflect the allocation of risks between the Company and you. This section and the consequential damages waiver section above are an essential element of the basis of the bargain between the Company and you.

TERMINATION

This Agreement shall remain in effect during the initial Subscription Period and each additional Subscription Period purchased by you. Notwithstanding the foregoing, this Agreement will terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from the Company to effect such termination. You may also terminate this Agreement at any time by notifying the Company in writing either via (i) by written correspondence to the corporate address below or (ii) email to [support@recallmax.com] of your request for termination. 

GENERAL

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of these Terms of Use shall not be affected or impaired thereby.

No term or provision of these Terms of Use will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.

The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. These Terms of Use are prepared in the English language only, which language shall be controlling in all respects. Any translations of this Agreement into any other language are for reference only and shall have no legal or other effect.

These Terms of Use will be governed by and construed in accordance with the laws of the Province of Alberta, Canada as they are applied to agreements between Alberta residents entered into and to be performed entirely within Alberta. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. You agree that these Terms of Use are the final and exclusive agreement between you and the Company with respect to their subject matter, and that they supersede, and their terms govern, all prior or contemporaneous understandings, agreements, proposals, or other communications between the Company and you, whether written or oral, relating to the subject matter of these Terms of Use.