HELPTAG:PracticeConnect_TOS

This agreement hereinafter “Agreement” is made by and between DrBicuspid.com, a division of IMV Limited, Inc. hereafter “DrBicuspid” and licensed dentist, hereinafter “User”.

Whereas, DrBicuspid has designed a software tool entitled “Practice Connect” wherein licensed, practicing dentists may convert select DrBicuspid articles and have them emailed to their patients.

By clicking on the “I Agree” button below, you are agreeing to the following Practice Connect Terms and Conditions.

Definitions:

Practice Connect Tool - software designed by DrBicuspid to allow dentists to select from designated articles and convert to email format and have DrBicuspid email to their patient email list.

Content - articles and other materials made available through the Practice Connect tool.

User - a licensed, practicing dentist utilizing Practice Connect tool in order to email selected DrBicuspid Content to User’s patients.

Terms and conditions:

1. User understands and acknowledges that Practice Connect is currently a Beta version of the software and as such may have limited features and function and may change from time to time with respect to the set up environment and functionality. The maximum number of patients allowed under Beta version is 3,000 per DrBicuspid member.
2. User warrants that they are a licensed, practicing dentist and are using this tool to contact User’s practice patients.
3. User warrants that they have the rights to use the patient’s e-mail information in fulfillment of this agreement.
4. User agrees that they will not add content to the email messages that is deemed by DrBicuspid to be inappropriate, offensive, or sexually explicit in nature. User of such content will result in User account being immediately canceled.
5. User understands that Practice Connect allows User to schedule a specific day for the e-mail to be sent but delivery may take place anytime during that 24 hour interval. Delivery of email will occur from DrBicuspid servers. All patient emails are used by DrBicuspid exclusively for use under this agreement. DrBicuspid claims no rights whatsoever to the patient emails and expressly disclaims any liability in connection to their use.
6. DrBicuspid remains the sole copyright holder of all Content and materials and appropriate attribution must be kept on all materials.
7. User shall not use the Content in any manner or context that will be in any way derogatory to the author(s), the publication from which the Content came, or any person connected with the creation of the Content or depicted in the Content.
8. User shall not republish the Content in any publication where advertising is sold, including but not limited to print, Web, CD-ROM. User shall not republish the Content and/or offer it for sale or subscription.
9. Modification Prohibited: User shall have no right to modify or change in any manner the Content or create any derivative works therefrom.
10. This Agreement is not exclusive and DrBicuspid may grant copyright to other requesting parties.
11. Termination Provisions: Either party may terminate this Agreement by providing either party 10 day written notice of their intent to terminate. Agreement may be terminated immediately in the event of a material breach of any agreement, covenant, or representation of the other party made in this Agreement, such breach remaining uncured in any material respect five (5) days after written notice to the other party thereof.
12. Warranty: Content is licensed "as is”. DrBicuspid.com makes no representations or warranties of any kind with respect to the Content or Licensee use of the Content. DrBicuspid.com shall bear no liability during or after the term of this Agreement with respect thereto.
13. Disclaimer: DrBicuspid.com specifically disclaims all warranties, express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Hold Harmless: This is an Agreement between Licensee and DrBicuspid.com. Each party agrees to indemnify and hold the other harmless against any claims that may arise under or are related to this Agreement.
14. Governing Law: The Agreement shall be construed in accordance with and governed by the laws of the State of Maryland, without giving effect to the conflicts of law principles thereof. The State and Federal courts situated in Maryland shall have exclusive jurisdiction to resolve any disputes with respect to the Agreement, with each party irrevocably consenting to the jurisdiction thereof for any actions, suits or proceedings arising out of or relating to the Agreement.
15. No Third Party Beneficiaries/No Agency Agreement: This Agreement is intended to confer rights and benefits only on the parties to this Agreement, and is not intended to confer any right or benefit upon any other person or entity. No person or entity other than the parties to this Agreement shall have any legally enforceable right under this Agreement. All rights of action for any breach of this Agreement are hereby reserved only to the parties hereto. In performing their respective obligations herein, each party shall at all times act as an independent contractor. Nothing in this Agreement shall be construed or applied to create a relationship of principal and agent or employer or employee between the parties and no party shall make any commitment, take any action or incur any expense in the name of the other purporting to bind the other party. Nothing in this Agreement shall be deemed to constitute the parties as partners or joint venturers, and neither party shall have any authority to act, attempt to act, or represent itself, directly or by implication, as an agent of the other or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other, nor shall either be deemed the agent or employee of the other.
16. Entire Agreement: This Agreement is not valid until User accepts the Agreement by checking the “I Agree” box. By doing so User accepts that this constitutes the entire agreement between the parties hereto. Any modifications to this Agreement must be made in writing and signed by each of the parties hereto.
17. Successors and Assigns: The parties agree that all terms of this Agreement shall be binding upon them, their respective legal representatives, predecessors, successors and assigns.
18. Attorneys Fees: In any action or litigation to enforce any of the provisions or rights under this Agreement, the non-prevailing party to such litigation or action shall pay the prevailing party all of its costs, expenses and reasonable attorneys' fees incurred therein, including without limitation costs, expenses and attorneys' fees in any appeals, and such costs, expenses and attorneys' fees shall be included in part of any judgment entered in any such action or proceeding.