OnSite Dentistry
Terms of Use
Welcome to the OnSite Dentistry
Internet site (the “Site”), which is operated by William Laurence
Oliver, P.C. (“PC”), a Texas professional corporation, to provide you (“you”
or the “Licensee”) with online access to a particular dental software application
(hereinafter, “OnSite Dentistry”) using hypertext transfer protocol (a
web browser), that provides (at a minimum) the following functions: billing, patient
scheduling, patient recall, insurance, referral tracking, Medicaid tracking and
production/collection information (collectively, the “Functions”).
These Terms of Use (the “Agreement”)
govern your use of and access to the Site and OnSite Dentistry. Your access to
the Site in any way is evidence of your acceptance of the Agreement and the
enforcement of said Agreement. If you do not agree to this Agreement, then you
cannot use the Site or OnSite Dentistry. PC reserves the right, in its sole
discretion, to change, modify or otherwise alter this Agreement at any time
effective upon posting (and without giving you prior notice) of the modified
Agreement on the Site. Accordingly, please review the Agreement periodically
Your continued use of the Site, OnSite Dentistry or any materials or services
accessible through them after such posting means you accept the modifications.
PC also reserves the right at any
time and from time-to-time to modify or discontinue, temporarily or
permanently, the Site (or any art thereof). PC shall not be liable to any user
or other third party of any such modification, suspension or discontinuance
except as expressly provided herein.
LICENSE & SUBLICENSE:
1.0 License. Subject
to the terms and conditions of this Agreement, PC hereby grants Licensee a
limited, nonexclusive, nontransferable and nonassignable license to use OnSite Dentistry
and the software programs incorporated by PC therein (hereinafter the “Licensed
Programs”) and any associated program documentation located on the Site or
some other Uniform Resource Locator (URL) determined by PC, in its sole
discretion, in the future. Licensee shall not have the right or license to
sell, sublicense, assign or otherwise transfer its license of the Licensed
Programs to a third party. Accordingly, the license granted herein is only for
Licensee’s use and access of the Licensed Programs via the Site.
2.0 Responsibilities.
2.1 Responsibilities
of PC. PC shall, in its sole discretion, determine the OnSite Dentistry software,
web page designs and common gateway interface (CGI) scripts appropriate to
provide the Functions. PC will provide Licensee with any minimum hardware
specifications that (in the opinion of PC) are necessary for the Licensee to
utilize the Licensed Programs.
2.2 Responsibilities
of Licensee. Licensee shall be responsible for acquiring (at Licensee’s
own expense) adequate hardware that meets or exceeds such specifications
provided by PC (and described further in Section 17.0 of this Agreement).
Licensee shall also be responsible for obtaining access to the Internet, for
purchasing any hardware, software and telecommunications equipment and services
necessary to utilize such access, and (unless Licensee has contracted otherwise
with PC) converting Licensee’s relevant and necessary practice data into OnSite
Dentistry pursuant to instructions provided by PC. PC may (in its sole
discretion) provide periodic software version updates to the Licensed Programs.
Any new or updated program(s) incorporated by PC into OnSite Dentistry is considered
to be a Licensed Program(s) for the purposes of this Agreement.
3.0 License Fee &
Users. Licensee agrees to pay PC a monthly license fee (“License Fee”)
to use the Licensed Programs for the number of individuals authorized to use
the Licensed Programs (hereinafter, collectively, “Users” or “User”).
PC will provide the amount for such License Fee during the initial setup of the
Licensee’s OnSite Dentistry account. Licensee shall select the Users during
the initial setup of the Licensee’s OnSite Dentistry account. Patients and/or
Referral Sources that have been granted access to OnSite Dentistry by the Licensee
shall not be considered Users.
4.0 Third
Party Sublicensed Software.
4.1 Sublicensed
Software. Licensee understands and acknowledges that certain software
incorporated into the Site, OnSite Dentistry or the Licensed Programs may be
owned by a third party (“Sublicensed Software”).
4.2 Grant of
Sublicense. PC hereby grants to Licensee, and Licensee hereby accepts from
PC, a nonexclusive, nontransferable and nonassignable sublicense to use the
Sublicensed Software on the terms and conditions set forth in the license
granted to PC, any hosting provider with respect to such Sublicensed Software,
and this Agreement. These terms and conditions will be met if all the terms
and conditions set forth under this Agreement are met. If such terms and
conditions are not met, then both this sublicense, as well as the other rights
and licenses granted under this Agreement, shall be subject to termination at
the option of PC.
4.3 Reservation
of Third Party Rights. The third party owner of the Sublicensed Software
shall retain all proprietary rights in and to the Sublicensed Software. The
Sublicensed Software is subject to the same Disclaimer of Warranty as set forth
in Section 20 of this Agreement, and any other limitations of the
respective Sublicensed Software Agreements.
OPTIONAL SERVICES:
5.0 Optional
Services. The following optional services (“Optional
Services”) may be available to Licensee through OnSite Dentistry: (a) Electronic
Claims Submission; (b) Electronic Preauthorization; (c) Hard Copy Claims
Submission; (d) Electronic Statements; (e) Electronic Patient Letters; and (f)
Electronic Patient Recalls. Licensee may select such Optional Services during
the initial setup of the Licensee’s OnSite Dentistry account or at a later
date.
6.0 Optional Services
Fees. Licensee agrees to pay PC a monthly fee for the actual usage of the
Optional Services (the “Optional Services Fee”). PC will provide the amount
for such Optional Services Fee upon request by Licensee.
SUPPORT SERVICES & FREE
SUPPORT SYSTEM:
7.0 Support Services.
PC will provide certain software support services for the Site, OnSite Dentistry
and the Licensed Programs upon request by Licensee, which may include technical
and procedural support on the Licensed Programs and technical advice regarding
Licensee’s hardware and telecommunications configuration (collectively, “Support
Services”). All Support Services will be provided from PC’s offices or
from another location as determined by PC in its sole discretion.
8.0 Support Service
Period. Subject to the terms and conditions of this Agreement, and upon
request by Licensee, PC will provide Support Services to Licensee during 9 a.m.
to 5 p.m. Central Time on non-holiday weekdays (the “Support Service Period”).
Any Support Services provided outside the Support Service Period will be performed
at the option of PC and billed on a time, labor and materials basis at PC’s
then prevailing rate.
9.0 Support Services Fee. Any Support Services provided to Licensee via e-mail support shall be included
in the License Fee. Any Support Services provided by telephone shall be on a
time, labor and materials basis at PC’s then prevailing rate (currently $95.00
per hour, rounded up to the nearest quarter hour) (the “Support Services Fee”).
Any
10.0 Free Support System. PC will provide Licensee with a Free Support System, which will enable
Licensee to request PC’s aid with regard to any software problems or questions
via the Internet (the “Free Support System”). The Free Support System
will provide Licensee with a desired response time from PC regarding the
problem or question. PC retains the right to enhance or alter, in its sole
discretion, its methods with regard to the Free Support System.
CREDIT ACCOUNT, FEES & TAXES:
11.0 Credit Account. Licensee
shall maintain and make available to PC a revolving credit account established
under the same business name as Licensee (the “Credit Account”), to
which PC will automatically charge the License Fee, the Support Services Fees
and the Optional Services Fees. PC will periodically provide Licensee with an
invoice for any amounts charged to the Credit Account. If, for any reason, PC
is unable to make an appropriate charge to the Credit Account, then PC will
notify Licensee of such inability and Licensee shall promptly arrange an
alternative method of payment to PC.
12.0 Late Fees. In
the event that any Licensee is unable to pay any fee or charge provided for in
this Agreement within five (5) business days after such payment is due, Licensee
agrees to pay a late fee of FIFTY DOLLARS ($50.00) for every such instance of
non-payment, as well as interest on any outstanding balance due of TWELVE
PERCENT (12%) PER ANNUM. As further described in Section 19 of this
Agreement, failure by Licensee to timely pay any fee or any increase provided
for in this Agreement shall constitute a material breach of this Agreement and,
therefore, give PC sufficient cause to suspend or terminate the rights and licenses
granted hereunder.
13.0 Taxes. All fees and charges provided for in this Agreement are exclusive of all
import duties, customs charges, federal, state, municipal or other government
exercise, sales, use, occupational, or like taxes, rates or assessments now in
force or which may be enacted in the future. Should PC be or become
responsible for the payment or collection of any such tax, rate or assessment,
then PC may charge such taxes, rates, or assessments to the Licensee, unless such
taxes, rates or assessments are based upon PC’s income.
14.0 Adjustment
of Fees. PC retains the right to adjust, at its own discretion any
fees and charges provided for in this Agreement.
GENERAL:
15.0 Confidentiality.
15.1 Confidential
Information. As used under this Agreement, the term “Confidential
Information” shall mean any non-public or proprietary information relating
to PC, the Site, OnSite Dentistry, the Licensed Programs, Optional Services,
Support Services, Free Support System, the Sublicensed Software or any
materials, services, content, elements and ideas related thereto whether now in
existence or hereafter developed, that (i) is designated or identified as being
“Confidential”, “Proprietary” or of some similar designation, or (ii) Licensee
knows or should know is considered to be highly sensitive and confidential.
The term “Confidential Information” includes, without limitation, any
non-public or proprietary information relating to a PC’s secrets, trade
secrets, copyrights, trademarks, patents, current and proposed business
arrangements and dealings with third parties, business operations, financial
information, equipment, procedures, purchases, accounting, bookkeeping,
marketing, merchandising, selling, leasing, servicing, finances,
infrastructure, business systems, business techniques or operational
techniques.
15.2 Nondisclosure.
Unless specifically authorized in writing by PC, Licensee and the Users shall
not directly or indirectly disclose, disseminate, divulge, transmit, publish,
transfer or otherwise release (“disclose”) any Confidential Information
to another party or a non-signatory to this Agreement, including without
limitation the public. The Company must do all things necessary to prevent any
of its agents, employees or representatives from disclosing any Confidential
Information, including without limitation requiring each agent, employee and
representative to sign a nondisclosure agreement prepared by PC as a condition
precedent to having access to any Confidential Information.
15.3 Return of
Materials. Any Confidential Information made available hereunder,
including any copies or reproductions thereof, shall be promptly returned to PC
upon the earlier of: (a) termination of this Agreement; or (b) written request
by PC.
15.4 Proprietary
Rights In Confidential Information. Any Confidential Information disclosed
hereunder shall at all times remain the sole and exclusive property of PC. Any
right Licensee or the Users have or may have to use Confidential Information is
not coupled with an interest. Neither this Agreement nor any disclosure of
Confidential Information hereunder grants a license as to Confidential
Information by implication, estoppel, or otherwise under any patent, copyright,
trade secret, trademark or other proprietary right.
15.5 Injunctive
Relief. Licensee acknowledges the unauthorized use, copying, reproduction
or disclosure of any Confidential Information will cause PC irreparable harm
and significant injury, which may be difficult to measure with certainty or to
compensate through monetary damages. Therefore, Licensee agrees that in the
event Licensee or a User directly, indirectly or inadvertently cause the
unauthorized use, copying, reproduction or disclosure of Confidential
Information, PC shall be entitled to obtain a temporary restraining order, a
preliminary injunction, a temporary injunction and/or a permanent injunction,
without the necessity of a bond, against such breach from any court of
competent jurisdiction. PC’s right to obtain such relief shall not limit its
right to obtain other remedies. In addition, PC may seek commensurate
remuneration for any and all activities required to investigate and verify the
unauthorized disclosure of Confidential Information.
15.6 Unauthorized Use and Access & Injunctive Relief. Licensee
shall not permit anyone other than the Users to use or have access to the Site,
OnSite Dentistry, the Licensed Programs, the Sublicensed Programs or any
associated materials or services. Moreover, Licensee shall not, nor shall any User
or any other individual or entity, attempt to learn, modify, decompile,
translate, reverse engineer, or disseminate by any means, the Site, OnSite
Dentistry, the Licensed Programs, the Sublicensed Programs or any associated materials
or services to the end that they shall always continue to be the sole trade secrets
and intellectual property of PC. Accordingly, Licensee acknowledges the
unauthorized use, access, modification, decompiling, translation, reverse
engineering or dissemination of or to the Site, OnSite Dentistry, the Licensed
Programs, the Sublicensed Programs or any associated materials or services will
cause PC irreparable harm and significant injury, which may be difficult to
measure with certainty or to compensate through monetary damages. Therefore, Licensee
agrees that in the event Licensee or a User directly, indirectly or inadvertently
causes the unauthorized use, access, modification, decompiling, translation,
reverse engineering or dissemination of or to the Site, OnSite Dentistry, the Licensed
Programs, the Sublicensed Programs or any associated materials or services, PC
shall be entitled to obtain a temporary restraining order, a preliminary
injunction, a temporary injunction and/or a permanent injunction, without the
necessity of a bond, against such breach from any court of competent
jurisdiction. PC’s right to obtain such relief shall not limit its right to
obtain other remedies. In addition, PC may seek commensurate remuneration for
any and all activities required to investigate and verify the unauthorized use
of or access to the Site, OnSite Dentistry, the Licensed Programs, the
Sublicensed Programs or any associated materials or services.
16.0 Proprietary Rights.
16.1 Intellectual
Property Rights. Licensee shall not acquire any proprietary rights
(including, without limitation, copyright, trademark or patent or trade secret)
in or to the Site, OnSite Dentistry, the Licensed Programs, Optional Services,
Support Services, Free Support System, the Sublicensed Software or any
materials, services, content, elements and ideas related thereto, except the limited
rights necessary to carry out the purposes set forth in this Agreement. PC
reserves any rights not expressly granted to Licensee under this Agreement (including,
without limitation, any and all proprietary rights in and to the Site, OnSite
Dentistry, the Licensed Programs, Optional Services, Support Services, Free
Support System, the Sublicensed Software or any materials, services, content,
elements and ideas related thereto).
16.2 Copyright.
The Site, OnSite Dentistry, the Licensed Programs, Optional Services, Support
Services, Free Support System, Sublicensed Software or any materials, services,
content and elements related thereto are protected by United States and/or
foreign copyright laws, and belong to PC or its affiliates, contributors or
third parties. Such copyrighted works are owned by PC or other copyright
owners who have authorized their use by PC and its licensees. Accordingly, Licensee
may only use such copyrighted works in accordance with the terms and conditions
of this Agreement and applicable law.
16.3 Trademarks.
Except as permitted by applicable law, Licensee is prohibited from using any of
the marks or logos appearing throughout the Site, OnSite Dentistry, the
Licensed Programs, Optional Services, Support Services, Free Support System,
Sublicensed Software or any materials, services, content and elements related
thereto without permission from the trademark owner.
16.4 Links to
Third-Party Internet Sites or Information. Any links on the Site to third-party
Internet sites or information are provided solely as a convenience to the
Licensee. If the Licensee uses these links, then it will leave the Site. Such
links do not constitute or imply an endorsement, sponsorship or recommendation
by PC of the third party, the third-party Internet site, or the information
contained therein. PC is not responsible for the availability of any such
Internet sites. PC is not responsible or liable for any such Internet site or
the content therein.
17.0 Personal
Computer Requirements. Licensee is responsible for acquiring
the following at its own expense:
· PC with a minimum of a 900 MHz
processor and 128 MB RAM.
· XGA monitor 800 X 600 resolution (17” 1024 X 768 resolution is
recommended).
· Microsoft Internet Explorer version 5.0.
· 56K internal/external modem (DSL, ISDN or a Cable Modem is
recommended).
· If using DSL, then an Ethernet network card will be needed for
each computer.
· Mouse and keyboard.
· Internet Access and Internet Service Provider (ISP).
18.0 Term. This Agreement granted herein is effective from the date of acceptance by
Licensee (as defined in the Preamble of this Agreement) and shall
continue until it is terminated by Licensee or PC in accordance with the terms
and conditions of this Agreement. Licensee may terminate this Agreement by providing
PC with thirty (30) days written notice of termination. PC may automatically
terminate this Agreement without notice to Licensee upon the occurrence of any
of the events detailed in Section 19 of this Agreement. Within fifteen
(15) days of termination by Licensee or PC, Licensee shall certify in writing
to PC that, through its best efforts and to the best of its knowledge, the
original and all copies of any and all materials furnished to Licensee by PC in
connection with OnSite Dentistry have been destroyed or returned to PC. Termination
of this Agreement includes termination of the rights and licenses granted to
Licensee under this Agreement, including, without limitation, Licensee’s right
to access and use OnSite Dentistry and the Licensed Programs.
19.0 Grounds for Suspension
or Termination by PC. PC may, in its sole discretion, automatically suspend
or terminate this Agreement (and, thus, the license granted herein) without
notice to Licensee upon the occurrence of any of the following events:
19.1 Non-Payment. Failure by Licensee to pay any
fee or any increase provided for in this Agreement within five (5) business
days after such payment is due shall constitute grounds for termination of this
Agreement by PC.
19.2 Failure to Renew Subscription. Failure by Licensee to renew
its subscription to OnSite Dentistry at least thirty (30) days prior to the
scheduled expiration of Licensee’s existing subscription shall constitute
grounds for termination of this Agreement by PC.
19.3 Breach Of
Confidentiality. Breach of any provision of Section 15 of
this Agreement regarding confidentiality or any other provision of use covered
herein shall constitute grounds for termination of this Agreement by PC.
19.4 Unauthorized Use. Any unauthorized use by Licensee
or a User LICENSEE of the Site, OnSite Dentistry or the Licensed Programs (including,
without limitation, use of the Licensed Programs by more than the number of
Users specified by Licensee pursuant to Section 3.0 of this Agreement)
shall constitute grounds for termination of this Agreement by PC.
19.5 Cessation Of Business. Cessation or
liquidation of business by Licensee shall constitute
grounds for termination of this Agreement by PC.
19.6 Default.
Failure by Licensee to perform any of its obligations under this Agreement, the
liquidation or bankruptcy of Licensee or occurrence of an otherwise similar
event or proceeding, or the appointment of a receiver or similar officer to
take charge of Licensee’s business or property, shall constitute grounds for
termination of this Agreement by PC.
20.0 Disclaimer
of Warranty. Licensee’s use of the Site, OnSite Dentistry, the
Licensed Programs and any other goods or services provided or to be provided
hereunder (including, without limitation, any applications, software and
content contained therein) is entirely at Licensee’s own risk. PC DOES NOT
MAKE, NOR HAS PC MADE, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, WHETHER EXPRESS OR
IMPLIED, TO LICENSEE WITH RESPECT TO THE SITE, ONSITE DENTISTRY, THE LICENSED
PROGRAMS, THE SUBLICENSED SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED OR
TO BE PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY APPLICATIONS,
SOFTWARE AND CONTENT CONTAINED THEREIN). Accordingly, PC EXPRESSLY DISCLAIMS
ANY AND ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM CONDUCT, COURSE OF
DEALING, CUSTOM AND USAGE IN TRADE. PC HAS MADE NO AFFIRMATION OF FACT OR
PROMISE RELATING TO THE SITE, ONSITE DENTISTRY, THE LICENSED PROGRAMS, THE
SUBLICENSED SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED
HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY APPLICATIONS, SOFTWARE AND
CONTENT CONTAINED THEREIN) THAT HAS BECOME ANY BASIS OF THIS BARGAIN. THERE
ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS
AGREEMENT; THE SITE, ONSITE DENTISTRY, THE LICENSED PROGRAMS, THE SUBLICENSED
SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER
(INCLUDING, WITHOUT LIMITATION, ANY APPLICATIONS, SOFTWARE AND CONTENT
CONTAINED THEREIN) ARE PROVIDED ON AN “AS IS” BASIS.
21.0 Limitation of
Liability. Notwithstanding anything to the contrary in this Agreement, PC
SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY (AND PC SHALL NOT BE
OBLIGATED TO INDEMNIFY LICENSEE OR ANY THIRD PARTY) FOR ANY INDIRECT,
EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES
(INCLUDING, WITHOUT LIMITATION, ANY COSTS, ATTORNEYS’ FEES, LOST PROFITS OR
LOST BUSINESS OPPORTUNITIES) FOR OR IN CONNECTION WITH ANY CLAIM OF BREACH OF
WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, INFRINGEMENT,
VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, FRAUD,
MISREPRESENTATION OR ANY OTHER LEGAL THEORY RESULTING FROM OR IN CONNECTION
WITH THIS AGREEMENT. Further, PC SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD
PARTY (AND PC SHALL NOT BE OBLIGATED TO INDEMNIFY LICENSEE OR ANY THIRD PARTY)
FOR ANY DIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY COSTS, ATTORNEYS’
FEES, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES) FOR OR IN CONNECTION WITH
ANY CLAIM OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, PRODUCTS
LIABILITY, INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY,
DEFAMATION, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY RESULTING FROM
OR IN CONNECTION WITH THIS AGREEMENT.
22.0 Licensee’s
Representations and Warranties; Indemnification. Licensee hereby represents
and warrants to PC that: (a) Licensee has read and understands the terms and
conditions of this Agreement in its entirety; (b) the Users have read and
understand the terms and conditions of this Agreement in its entirety; (c)
Licensee has the full and exclusive right and authority to enter into and
perform this Agreement; and (d) Licensee is not subject to any obligation or
disability (contractual or otherwise) that may prevent or interfere with its
full performance of this Agreement. Licensee
shall indemnify, release and hold harmless PC and its agents, employees,
affiliates, successors and assigns from and against any and all liability,
losses, damages or expenses (including reasonable attorneys' fees) incurred by
reason of any breach or claim of breach of the foregoing representations and
warranties.
23.0 Authority and
Liability of Users. LICENSEE AGREES THAT ALL USERS SHALL BE CONSIDERED THE
AUTHORIZED AGENTS OF LICENSEE. ACCORDINGLY, LICENSEE IS RESPONSIBLE FOR HAVING
EACH AND EVERY USER READ AND ADHERE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AS IF THE USER WERE THE LICENSEE ITSELF. IN ANY EVENT, LICENSEE
SHALL BE JOINTLY-AND-SEVERALLY LIABLE FOR ANY BREACH OR CLAIM OF BREACH OF THIS
AGREEMENT CAUSED BY A USER.
24.0 Damage
To the Database or Licensed Programs. Licensee understands that
it is responsible for converting its own practice database(s) from its current
format to the OnSite Dentistry database format. PC is not responsible for the
accuracy or applicability of such data conversion; such data conversion shall
be at Licensee’s own risk. Any efforts undertaken by PC to correct damages to
Licensee’s practice database(s) that PC determines, in its sole distraction, to
be the direct result of Licensee’s failure to follow PC’s instructions with
regard use of the Site, OnSite Dentistry or the Licensed Programs, will be
billed to Licensee on a time, labor and materials basis at PC’s then prevailing
rates. In addition, if PC determine that damage to Licensee’s practice
database(s) is the direct result of such failure on the part of Licensee, then
any efforts undertaken by PC to make such determination will also be billed to
Licensee on a time, labor and materials basis at PC’s then prevailing rates.
25.0 Miscellaneous.
25.1 Authority
of PC’s Agent. No agent, employee or representative of PC has any
authority to bind PC to any affirmation, representation or warranty concerning
the rights and licenses granted under this Agreement. Unless an affirmation,
representation or warranty made by an agent, employee or representative of PC
is expressly provided for in this Agreement, such affirmation, representation
or warranty is not a part of the basis of this transaction and shall not in any
way be enforceable.
25.2 Notices.
All notices pertaining to this Agreement shall be made in writing and delivered
via U.S. Certified Mail, Return Receipt Requested to the party concerned.
25.3 Assignment.
Licensee cannot assign or delegate its rights and obligations under this
Agreement to another party without the prior written consent of PC. PC may, at
its own discretion, assign and delegate its rights and obligations under this
Agreement to another party.
25.4 Relationship.
PC and Licensee do not intend to create any type of agency relationship, joint
venture or partnership by this Agreement. Further, this Agreement is not for
the benefit of any third party and shall not be deemed to give any rights or
remedies to any such party whether referred to herein or not.
25.5 Waiver.
No waiver, release, modification or amendment of any provision of this
Agreement shall be valid unless in writing and signed by PC and Licensee. The
waiver or breach of any provision of this Agreement shall not waive any
subsequent breach or default. PC’s or Licensee’s delay or failure to exercise
a right or remedy available hereunder shall not constitute a waiver of such
right or remedy.
25.6 Severability.
If any term, provision, covenant, or condition of this Agreement is held
invalid or unenforceable for any reason, then the remaining provisions of this
Agreement shall not be affected.
25.7 Survival of Provisions After Termination. Any provisions of this Agreement that require performance after termination of
this Agreement to carry out their intent and purpose shall survive the
termination of this Agreement.
25.8 Headings.
Headings are inserted for reference and convenience only and in no way define,
limit or describe the scope of this Agreement or any intent of any provision.
25.9 Governing
Law. This Agreement shall be interpreted and enforced in accordance with
the laws of the State of Texas, regardless of the place of its execution or
performance and regardless of any conflicts of law analysis, and any such
dispute, controversy or claim shall be brought in the courts of appropriate
jurisdiction located within Fort Worth, Tarrant County, Texas. The prevailing
party of any such dispute, controversy or claim shall be entitled to reasonable
costs and attorney fees.
25.10 Entire
Agreement & Amendment. This Agreement constitutes the entire
agreement
between PC and Licensee with respect to the subject matter of this Agreement, and
it supersedes any prior or contemporaneous agreements or understandings (including,
without limitation, customs and course of dealing) between them with respect to
the matters referred to herein.
CONTACT:
Should you have any questions
regarding this Agreement, please contact PC at:
William Laurence
Oliver, P.C.
7713 Sand Street
Fort Worth, Texas 76118
E-mail: support@onsitedentistry.com
Copyright 2007 William Laurence Oliver, P.C. All rights reserved.