Terms of Service Agreement

The below terms of Software (the “Terms”) govern your use of the data analysis platform and any associated tools or software (collectively, the “Software”) and constitute the entire agreement (“Agreement”) between you (the “Customer” or “you”) and 360 PowerDent Inc. (“PowerDent”).

You may authorize your employees or other individual authorized users (collectively, “Authorized Users”) to use the Software subject to the limitations in this Agreement and agree that you are fully responsible with respect to any use of the Software by an Authorized User, including any breach by an Authorized User of these Terms.

Your use of the Software indicates that you agree on behalf of yourself and the entity that you represent to be bound by these Terms. You agree that these Terms are enforceable like any written contract signed by you.

PowerDent reserves the right to modify these Terms and this Agreement prospectively at any time. PowerDent will post any changes to these Terms on PowerDent’s website. If a revision meaningfully reduces your rights, PowerDent will use reasonable efforts to notify you and where required by law, notify you. Your continued use of the Software after any such change constitutes your acceptance of the updated Terms.

  1. Software. The Software is an analytics and reporting solution that helps customers compile business data for reporting and analysis. The Software includes a one-time implementation to connect your practice management system to PowerDent’s analytics and reporting solution.
  2. Account Registration. All Authorized Users must register to use the Software and in doing so are required to agree to these Terms. You agree to, and cause all Authorized Users to: (a) provide accurate, current and complete information as may be prompted by registration forms on the Software (“Registration Data”); (b) maintain the security of, and not share with any third party, any logins, passwords, or other credentials that you or any Authorized User selects or that are provided to you or any Authorized User for use on the Software; (c) maintain and promptly update the Registration Data, and any other information you or any Authorized User provides to us, and to keep all such information accurate, current, and complete; and (d) notify PowerDent immediately of any unauthorized use of any Authorized User account or any other breach of security by email. Any activity on an Authorized User’s account shall be the sole responsibility of the Customer.
  3. Fees & Payment. PowerDent will charge fees for the use of its Software, either on a monthly or annual subscription basis as outlined in PowerDent’s sales quotation. PowerDent reserves the right to implement fees or change the fees for certain Software features with 30 days notice unless fees have been prepaid. Invoices for PowerDent’s fees are due upon receipt. When you purchase the Software, you authorize PowerDent or PowerDent’s third-party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase, including all applicable taxes, and you agree that PowerDent or PowerDent’s payment provider can store your credit card information. If PowerDent does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and PowerDent may suspend your access to the Software until full payment is received or terminate your access to the Software. All sales are final. PowerDent will not issue refunds including for prepaid monthly fees and you will be responsible for an initial minimum 12-month commitment, regardless of whether this Agreement is subsequently terminated by you. Once you authorize an automatic recurring payment and later decide to end your subscription, cancelling the payment is your responsibility. PowerDent does not refund automatic payments not cancelled in time.
  4. Use Restrictions. Your right to access and use the Software is personal, limited to your internal business purposes, non-transferable, non-exclusive, and revocable. The Software customarily includes access for up to four (4) Authorized Users and access for additional users may be available for an additional fee. Without limiting the generality of the foregoing, you will not, will not attempt to, and will not permit or encourage any third party to:
     – Use the Software in any manner or for any purpose that infringes on any intellectual property right or other right of any third party;
     – Access, monitor, or copy any content or information on the  – Software using any robot, spider, scraper, or other automated means without PowerDent’s written permission;
     – Take any action that imposes, or may impose, in PowerDent’s discretion, an unreasonable or disproportionately large load on PowerDent’s infrastructure;
     – Violate any applicable local, provincial, national, or international law or regulation.
     – PowerDent may at any time suspend or terminate your or any Authorized User’s access to the Software if PowerDent has reason to believe that you are not complying with the Terms or you are otherwise abusing the Software.
  5. Customer Responsibility. You are solely responsible for ascertaining that you have the right to use the Software for gathering and processing any data from practice management, customer relationship management, enterprise management, bookkeeping systems, payroll systems, etc. and you must obtain any such consents, licenses and authorizations as may be needed from time to time in relation to such data or other content and their processing by using the Software.
  6. Modifications to Software. You acknowledge that PowerDent may make modifications to the Software during the Term without prior notice to you. PowerDent will use reasonable efforts to notify you of any material changes to the Software in advance.
  7. Term & Termination. The Terms will commence on the date of the Agreement. Your account and subscription of the Software remains in effect and will automatically renew unless you or PowerDent terminates your subscription as provided by these Terms. This Agreement may be terminated by you or PowerDent by providing 60 days of written notice subject to an initial 12-month minimum commitment. Email communication is considered written notice. Upon the termination or expiration of the Agreement, you must immediately stop using the Software. PowerDent may further terminate this Agreement or terminate, suspend or restrict any Authorized User’s access or use of the Software immediately in the following circumstances:
     – If Customer’s or any Authorized User’s continued use of the Software may, in PowerDent’s discretion, result in material harm to PowerDent, its subcontractors, affiliates, or another customer of the Software
     – If a Customer or any Authorized User has submitted information to the Software in violation of applicable law or used the Software in breach of these Terms;
     – If any fees due by Customer remain unpaid fifteen (15) days after the applicable due date as set forth in the Agreement; or
     – If Customer commits a material breach of its obligations under the Agreement and does not remedy such breach within thirty (30) days of receiving notice of breach from PowerDent.
  8. Trademarks. PowerDent’s name, logos, and any other product or Software name or slogan contained on the Software are trademarks or registered trademarks of PowerDent and PowerDent’s suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark owner.
  9. Ownership and Intellectual Rights. As between you and PowerDent, PowerDent owns all rights, title, and interest, including all intellectual property rights, in and to the Software. Except for those rights expressly granted in these Terms, no other rights are granted, either expressed or implied, to you and all other rights are hereby reserved.
  10. Confidential Information. If PowerDent shares non-public information about the Software with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.
  11. Privacy Policy. PowerDent will process personal data subject to PowerDent’s privacy policy.
  12. Customer Data. The Customer, its subsidiaries and affiliates and customers retain all rights pertaining to all data, personal data or other information that the Customer, or another party on the Customer’s behalf, provides to PowerDent for the purpose of providing the Software (“Customer Data”). Where permitted by applicable data protection laws, PowerDent may process Customer Data or other data derived from the operation of the Software to (i) analyze the business performance and provide analytics services to its customers; (ii) build or improve the quality of the Software (data shall be in aggregated and anonymous form); (iii) create public statistics, for example, to enable customers to benchmark their performance against industry level statistics (data shall be in aggregated and anonymous form) and (iv) setting up user accounts, analyzing, compiling and presenting business and industry data.
  13. Disclaimer of Warranties. Your use of the Software, including, without limitation, your use of any content accessible through the Software and your interactions and dealings with any Software users, is at your sole risk. PowerDent does not warrant uninterrupted use or operation of the Software or your access to any content. No advice or information, whether oral or written, obtained by you from the Software will create any warranty regarding PowerDent that is not expressly stated in these Terms. PowerDent does not warrant the accuracy of any data provided in connection with the Software, or that the Software is free of bugs or errors.
  14. Indemnification. The Customer will defend, indemnify and hold harmless PowerDent from and against any costs, damages, expenses and liabilities including reasonable attorneys’ fees arising out of or in relation to third-party claims or actions arising out of or relating to:
     – Any breach by the Customer or any Authorized User of the restrictions set forth in this Agreement;
     – Any violation of applicable law by the Customer;
     – Any data, information, or content inputted into the Software or otherwise provided by the  Customer, including any actual or alleged infringement of third-party intellectual property rights or rights to privacy arising out of any such data, information, or content, including Customer Data;
     – Any material breach by the Customer of this Agreement; or
     – Any gross negligence, willful misconduct, or fraud by the Customer.
  15. Limitation of Liability. PowerDent’s maximum total liability towards the Customer and its Authorized Users for all claims under these Terms or otherwise in relation to the Software, whether in contract, tort, or otherwise, is limited to the lesser of the subscription cost paid to date and the prorated subscription cost for the last 12 months. Neither party nor its suppliers or licensors will be liable for any indirect, incidental, special, consequential or exemplary damages arising out of this Agreement.
  16. Governing Law. These Terms shall be governed and construed in accordance with the laws of the province of British Columbia. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration.
  17. Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control (a “Force Majeure Event”), which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of software or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riots, or acts of God.
  18. Enurement. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon PowerDent’s and Customer’s successors and assigns.
  19. No Agency. This Agreement does not create or imply any relationship in agency or partnership between PowerDent and the Customer.
  20. Electronic Communication. By using the Software, you consent to receiving electronic communications from us. These communications may include notices relating to this Agreement, your account, and information concerning or related to the Software.
  21. Severability. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect.
  22. Entire Agreement. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement.