Terms & Conditions

BY CLICKING AGREE, YOU ARE AGREEING TO BE BOUND BY THE FOLLOWING TERMS: This Customer Agreement (the Agreement), is entered into today (Effective Date) by and between Data Guardian Pros, Inc., a Delaware corporation, (DGP) with its principal place of business at 1844 San Miguel Drive, Suite 200, Walnut Creek, California 94596, and Customer (Customer). 1. Purpose The purpose of this Agreement is to provide the framework for each party’s roles and responsibilities in the purchase of Dental GuardianTM and is subject to the terms contained herein. 2. Scope of Service With the purchase of Dental GuardianTM , DGP will provide the customer with the following services, but are not limited to: a. HIPAA/HITECH risk assessment; b. Sample policies and procedures and supporting documentation to help the dental practice take steps necessary to comply with HIPAA regulations; c. Deployment in Customer’s office of one DGP security appliance, sized appropriately to the environment; d. 24/7 threat monitoring, response and reporting of Customer office Internet connection; e. Necessary telephone support or at DGPs option, onsite support to assist with the risk assessment; f. Security awareness and training for Customer employees; g. Deployment of other DGP security services. 3. Payment Payment made online will be for this level of services for 12 months. The start of this implementation will be determined at a mutually accepted date. 4. Term The term of this Agreement is one year (Term) from the Effective Date. Unless notified in writing within 30 days prior to the end of the Term, the Term shall renew for successive one year periods, at the then current list price. In the event that the customer elects not to renew this Agreement, the appliance must be returned in good working order to DGP, within 30 days from the end of Term, or can be purchased for $3,500. 5. Customer Requirements: a. actively participate and provide feedback in refinement of the DGP service offering, Dental GuardianTM; b. actively participate, to the extent feasible, in hosting meetings as well as introductions to other thought leaders; c. will provide permission to use its name as a reference in correspondence with other dentists, assuming Customer is satisfied with the services and offering rendered by DGP; d. make available IT resources necessary for hardware installation, complete HIPAA risk assessment questionnaire and assist with potential breach remediation efforts. 6. Communication Strategy Marketing of the vision and any media or other public relations initiatives will always be undertaken with the express agreement of both parties. Where it does not breach any confidentiality protocols, a spirit of open and transparent communication should be adhered to. Coordinated communications will be made with external organizations to elicit their support and to further educate the professional community regarding the importance of pursuing compliance with HIPAA and applicable California laws pertaining to the security and privacy of protected health information. 7. LIMITATION OF LIABILITY a. DGP provides customers with a process and tools to be used by the customer to implement a program to protect security and privacy of the protected health information of their patients. DGP does not directly participate or monitor the Customer’s implementation of privacy and security program and is not responsible for the Customer’s compliance with HIPAA or applicable state law. DGP is not providing legal advice or services and advises Customers to seek a determination from a qualified attorney that its security and privacy program, as implemented by the Customer, complies with applicable law. b. Neither party shall be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. c. Notwithstanding any other provision of this agreement, DGP and its suppliers’ liability to Customer shall not exceed the amount paid by Customer to DGP during the prior twelve (12) months under this Agreement. 8. LIMITATION ON DAMAGES Any liability of the Customer and DGP to one another, arising from any actions, damages, claims, costs, expenses or losses in any way arising out of or relating to the services performed under the Customer Agreement shall be limited to the amount of fees paid or owed to DGP under the Customer Agreement. In no event shall the Customer or DGP be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). The provisions of this Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract, statute, tort (including but not limited to negligence) or otherwise. UNDER NO CIRCUMSTANCES SHALL DGP OR ANY OF ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY OF THE FOLLOWING: (I) THIRD PARTY CLAIMS; (II) LOSS OR DAMAGE TO ANY SYSTEMS, RECORDS OR DATA; (III) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR COVER DAMAGES (INCLUDING LOST PROFITS AND LOST SAVINGS); OR (IV) DAMAGES ARISING OUT OF ANY THIRD PARTY PRODUCTS, IN EACH CASE EVEN IF DGP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM ANY PRODUCTS, AND FOR ANY RELIANCE THEREON. THE LIMITATIONS OF LIABILITY ARE EACH INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. DGP DOES NOT WARRANT THAT CUSTOMER’S USE OF DENTAL GUARDIANTM OR OTHER DGP’S SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR-FREE, OR THAT THE PORTAL OR SOFTWARE WILL SUCCESSFULLY INTEROPERATE WITH ANY COMPATIBLE SYSTEM SPECIFIED IN THE SYSTEMS REQUIREMENTS OR ANY OTHER SOFTWARE, SERVICE OR TECHNOLOGY USED BY CUSTOMER. CUSTOMER ACKNOWLEDGES THAT ALL SECURITY SOLUTIONS HAVE INHERENT LIMITATIONS. NEITHER DGP NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO GUARANTEES THAT THE CUSTOMER IS COMPLIANT WITH BOTH APPLICABLE FEDERAL AND STATE REGULATIONS, WILL NOT EXPERIENCE A SECURITY BREACH, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RELATING TO THE CAPABILITY OF THE SOFTWARE TO SECURE CUSTOMER DOCUMENTS OR OTHER CUSTOMER DATA, OR OTHERWISE RELATING TO THE PORTAL, SOFTWARE, SERVICES OR CUSTOMER DATA. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES 9. GOVERNING LAW, ATTORNEY FEES, VENUES This Agreement shall be construed in accordance with the laws of the State of California. Customer agrees that any action to enforce this Agreement shall be brought in Santa Clara County, California. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees. 10. ASSIGNMENT Upon thirty (30) days advanced written notification, DGP may at its sole determination transfer this agreement to an entity acquiring some or all of DGP’s business. 11. AMENDMENT This Agreement may be amended or supplemented only in writing signed by both parties