(Effective: January 26, 2017)
The www.orthodocspro.com website is owned and operated by Huber Software Solutions, LLC, an Illinois limited liability company, together with its affiliates, subsidiaries and partners, (“Huber Software Solutions”, “we”, “our”, or “us”). These Terms of Service (“Terms of Service” or “Agreement”) are intended to make you aware of the terms and conditions of your use of our websites and devices or applications (“Sites“) and the products and services offered through the Sites (“Services“). It applies to any Sites where this Agreement is referenced or linked to.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CREATING, REGISTERING, USING OR ACCESSING AN ACCOUNT OR THE SITES AND ITS SERVICES, POSTING, DOWNLOADING, OR PRINTING CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITES OR THE SERVICES, OR MANIFESTING YOUR ASSENT TO THESE TERMS OF SERVICE IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO BE BOUND BY, AND SHALL BE SUBJECT TO, THESE TERMS OF SERVICE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE OR OTHERWISE ACCESS THE SITES, CREATE, REGISTER OR ACCESS AN ACCOUNT OR POST, DOWNLOAD OR PRINT CONTENT OR ANY OTHER INFORMATION TO OR FROM THE SITES.
Description of the Services. Our Services allow authorized users within a health care company to provide their patients’ PHI for storage, treatment status and tracking purposes, and to generate financial documents to help facilitate patients entering into treatment with the company. The Services may also provide you with information relating to products or services of third parties, including the Authorized Third Parties (“Third Party Offers”), as well as provide you general tips, recommendations and educational material.
Agreement to Terms. By using the information, tools, features, software and functionality including content, updates and new releases of the Sites or Services, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse the www.orthodocspro.com website), or a “Consumer” (which means that you have registered a health care company with www.orthodocspro.com in order to utilize our Services, whether directly on our Sites or otherwise). The term “you” refers to a Visitor, Consumer, or authorized user of a Consumer.
Additional Terms. The disclaimers, terms and conditions on these pages are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application disclosed by us, including through a registration process or other means. In the event of a conflict between the Terms of Service and any additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms or conditions of specific application shall control.
Modifications to Terms. We reserve the right at any time to change these Terms of Service. Please check these Terms of Service periodically for changes. If a change to these Terms of Service materially modifies your rights or obligations, we will notify you of the changes by email to the address you provided. Material modifications will be effective upon your acceptance of such modified Terms of Service or upon your continued use of the Services after we send notification of the changes, whichever comes first. Immaterial modifications are effective upon publication. Disputes arising under these Terms of Service will be resolved in accordance with the version of these Terms of Service that was in effect at the time the dispute arose.
Updates/Modifications. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites or Services with or without notice. We reserve the right to change the Services, including applicable fees, in our sole discretion and from time to time. If you do not agree to the changes after receiving a notice of the change to the Services, you may stop using the Services. Your use of the Services, after you are notified of any changes will constitute your agreement to such changes. You agree that we will not be liable to you or to any third party for any modification, suspensions or discontinuance of the Services.
Your Ability to Contract. You may not use our Services and you may not accept this Agreement if you are not at least 18 years of age and, in any event, of a legal age to form a binding contract with us. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of another person, company or entity that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.
You may provide to us or direct us to retrieve (to the extent maintained online) your patients’ and company’s data, communications, personalization settings and other information maintained online by third parties containing such information or (“Patient Information”). We may work with one or more online service providers to access this Patient Information. We make no effort to review the Patient Information for any purpose, including but not limited to accuracy, legality or non-infringement. We cannot always foresee or anticipate technical service interruptions or other difficulties which may result in failure to obtain Patient Information or loss of Patient Information. We do not assume responsibility, and are not in any way liable, for the timeliness, accuracy, deletion, non-delivery or failure to store any Patient Information.
Your Patient Information in the possession of an Authorized Third Party, and their use of that information, will be governed by the privacy policies and other applicable policies of that Authorized Third Party. Typically Authorized Third Parties are permitted to share Patient Information with other third parties such as third parties who are affiliated, transacting or working with, or otherwise providing services on behalf of a Third Party Partner (“Other Third Party”). Authorized Third Parties may also share or delegate to an Other Third Party their access to Patient Information.
Verifying Your Identity. In order to allow your company to use the Services, an owner or administrator within the company will need to sign up for an account with us. We may verify the identity and validity of the company. If that person does not provide sufficient information for us to perform this verification or we cannot verify the company’s identity, we can refuse to allow your company to use the Services. In order to allow you to use the Services on behalf of your company, you will need to sign up for an account with us as well. We may verify your identity. You authorize us to make any inquiries we consider necessary to perform this verification. These inquiries may include asking you for further information, requiring you to provide your full address, to take steps to confirm ownership of your email address, ordering a credit report, or verifying information you provide against third party databases or through other sources. If you do not provide this information or we cannot verify your identity, we can refuse to allow you to use the Services.
Confidentiality of Your Log-In. You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your log-in credentials and e-mail address, allows you to access the Sites and Services. Your log-in credentials and e-mail address, together with any mobile number or other information you provide form your “Registration Information.” By providing us with your e-mail address, you agree to receive all required notices electronically, through the Services by displaying links to notices generally on the Sites, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on our Sites, accessible through any standard, commercially available internet browser.
Unauthorized Use & Fraud. If you become aware of any unauthorized use of your Registration or Patient Information for the Services, you agree to notify us immediately at the email address found at the end of this Agreement. If you believe that your Registration or Patient Information or the device that you use to access the Services has been lost or stolen, that someone is using your account without your permission, or that an unauthorized third party may be accessing your Registration or Patient Information, you must notify us immediately in order to minimize your possible losses.
True & Accurate Information. Your right to access and use the Sites and Services as an authorized user is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Sites and Services for lawful purposes. Accurate records enable us to provide the Services to you. You must provide true, accurate, current and complete information about your company, its Patient Information, and your Registration Information. In order for the Services to function effectively, you must also keep the above information up-to-date and accurate. If you do not do this, the accuracy and effectiveness of the Services, and the documents produced by them, will be affected. You represent that you are a legal owner or authorized user of, and that you are authorized to provide us with, all Patient and Registration Information and other information necessary to facilitate your use of the Services.
Your Representations About Your Information. For any information that you provide via the Sites or Services, you hereby represent and warrant that:
Prohibited Uses. You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Sites or any part thereof, which includes, without limitation:
(a) Use of the Sites or Services to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, embarrassing, hateful or racially, ethnically or otherwise objectionable;
(b) Use of the Sites or Services to post, store or disseminate information, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person;
(c) Use of the Sites or Services to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Sites, to restricted portions of the Sites, to Services, or any other computer network or equipment;
(d) Use of the Sites or Services to post, store or disseminate any type of computer viruses, trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment;
(e) Use of the Sites or Services to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation;
(f) Use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Sites or Services (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Sites or Services);
(g) Use of the Sites or Services to gain competitive intelligence about us or to otherwise compete with us or our affiliates, resell or use the Sites or Services for the benefit of any other entity other than you or use the information in the Sites or Services to create or sell a similar product or information;
(h) Harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users;
(i) Use anything intended to damage or interfere with the proper functioning of the Sites or Services and the systems to which it connects or do anything that interferes with any other person’s use of the Sites or Services including framing or otherwise simulating the appearance or functions of the Sites or any portion thereof;
(j) Attempt to copy, reproduce, change, disassemble, reverse engineer, decrypt, frame or translate the Sites or Services or otherwise attempt to learn, access, decompile, reverse engineer or otherwise derive the source code, structure, or ideas upon which the Sites or Services are based or attempt to copy, change, delete or alter any Content; or
(k) Use of the Sites to engage in any activity that, as determined by us, may intentionally or unintentionally violate these Terms of Service, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms of Service.
From time to time, we may include new and/or updated pre-release features and trial use services (“Test Services”) in Services for your use and which permit you to provide feedback. You understand and agree that your use of Test Services is voluntary and we are not obligated to provide you with any Test Services. Furthermore, if you decide to use the Test Services you agree to abide by any rules or restrictions we may place on them. You understand that once you use the Test Services, you may be unable to revert back to the earlier version of the same or similar Service. Test Services are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Test Services is at your sole risk.
Huber Software Solutions will provide the following additional services if set forth in Addenda: Consulting and Integration Services, Training Services, and Maintenance and Support Services.
Consulting and Integration Services. In the event the parties agree to include any Consulting and Integration Services in an applicable Addenda, such Addenda must include a detailed statement of the project and work to be performed by Huber Software Solutions, the agents to be allocated to such project by Huber Software Solutions, each Party’s project leaders, the timeline for and term of the project, the project budget, procedures and "Acceptance Criteria" (which means Services comply with any related documentation, requirements set forth in any applicable Addenda, and operate with networks and other hardware, software, or systems with which such Services connect or relate). The rates for Consulting and Integration Services are set forth in applicable Addenda.
On-Site Services. Any time Huber Software Solutions or Huber Software Solutions’s agents are physically on your site or accessing or interacting with your systems, employees, staff, you or affiliates from a remote location, Huber Software Solutions will comply at all times with the use, security and access policies for your facilities and systems, as made available to Huber Software Solutions in writing prior to such on-site service or systems’ access. Huber Software Solutions is fully responsible for the actions and omissions of their agents while on your premises and/or accessing or interacting with your systems, employees, staff, you or affiliates. Huber Software Solutions will require their agents to follow all your rules, guidelines, policies and instructions and applicable law.
Fees. You shall pay Huber Software Solutions the fees for the Services as set forth in applicable Addenda. Unless provided otherwise in applicable Addenda, Huber Software Solutions shall invoice you for all fees incurred by you at the end of each Huber Software Solutions month, and you shall pay Huber Software Solutions the fees within 15 days of the date of Huber Software Solutions’s invoice. The method of payment will be ChargeOver. You shall make your payments via https://orthodocspro.chargeover.com/. You shall be responsible for, and shall pay the fees for, all Services accessed using unique login credentials issued to you or authorized users. If full payment is not made in compliance with this section or the applicable Addendum, you may be assessed a late charge equal to 1 ½ percent of the unpaid amount per month, or the maximum limit permitted by law, whichever is less. If your balances becomes 15 or more days past due and fails to pay all past due fees within 10 days of Huber Software Solutions’s written notice of such delinquency, Huber Software Solutions may suspend access or delivery of any Services provided under this Agreement until all past due charges and any related interest are paid, or terminate the Agreement. During any period for which access or delivery of the Services is suspended, you shall continue to incur and pay any minimum fees due. You shall pay Huber Software Solutions all costs of collection of past due amounts owed to Huber Software Solutions hereunder, including without limitation, attorney fees, collection agency fees and court costs.
Taxes. Fees are exclusive of sales, use, excise, ad valorem and other taxes. When Huber Software Solutions has the legal obligation to collect such taxes, the appropriate amount shall be added to Huber Software Solutions’s invoice and paid by you, unless you provide Huber Software Solutions with a valid tax exemption certificate prior to issuance of the invoice. Such certificate must be in a form authorized by the appropriate taxing authority.
Expenses. You will reimburse Huber Software Solutions for all reasonable out-of-pocket or other expenses incurred for Huber Software Solutions’s performance of its obligations under this Agreement.
Third-Party Fees. The fees payable by you to Huber Software Solutions in accordance with this Section 7 do not include any applicable royalties, costs, expenses and/or fees that may be imposed by any third party data or service providers provided for under applicable Addenda
Limited Power of Attorney. For purposes of this Agreement and solely to access and retrieve the Patient Information and provide and upload the Patient Information to you as part of the Service, you grant us a limited power of attorney, and appoint us as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITES.
No Endorsement. You understand and agree that the Services are not sponsored or endorsed by any third parties accessible through the Services. We are not responsible for any payment processing errors or fees or other Services-related issues, including those issues that may arise from inaccurate Patient Information.
Content. You acknowledge that the Sites and its Services may contain or provide access to general tips, recommendations, educational material, data, information, designs, compilations, magnetic translations, digital conversions, software, photos, video, text, graphics, music, sounds or other material provided by us or third parties (collectively, “Content”) that are owned by us or one of our affiliates or Vendors (a "Vendor" refers to a third-party with which Huber Software Solutions Services’ are integrated in order to retrieve Vendor Content), and protected by copyright, patent, trademark, trade secret or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. You may not use images, trademarks, service marks, logos and/or icons displayed on the Sites or Services as these are our property and/or our licensors’ and may not be used without our written permission. You may not obscure, alter or remove any copyright notices, proprietary rights or other notices contained in or on the Sites, Services or documents generated by the Sites. All copyrighted material, trademark, service mark, legal, proprietary or other notice must not be removed from the Sites, Services or documents generated by the Sites and the Content you may access. Unless otherwise specifically noted in these Terms of Service or on the Sites or Services, images, trademarks, service marks, logos and icons displayed on the Sites and Services are our property or the property of our licensors and may not be used without our prior written consent. Trademarks owned by third parties are the property of those respective third parties.
License. We hereby grant you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Sites and Services solely for your own commercial purposes, subject to your agreement to, compliance with and satisfaction of these Terms of Service. All rights not otherwise expressly granted by these Terms of Service are reserved by us. If you do not comply with the Terms of Service at any time, we reserve the right to revoke the aforementioned license(s), limit your access to the Sites or Services or restrict your ability to download. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Sites or Services, except what is reasonably necessary for your company to successfully service its patients. You may not obscure, alter or remove any copyright notices, proprietary rights or other notices contained in or on the Sites, Services or documents generated by the Sites. You agree not to use, nor permit any third party to use, the Sites or Services or content in a manner that violates any applicable law, regulation or this Agreement. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Sites and Services.
Use of these Services may be available through a compatible mobile device, Internet and/or network access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. HUBER SOFTWARE SOLUTIONS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (iii) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
We may from time to time provide automatic alerts and voluntary account-related alerts. Automatic alerts may be sent to you following certain changes to your account or information, such as a change in your Registration Information. Voluntary account alerts may be turned on by default as part of the Services. They may then be customized, deactivated or reactivated by you. These alerts allow you to choose alert messages for your accounts. We may add new alerts from time to time, or cease to provide certain alerts at any time upon our sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your alerts service.
You understand and agree that any alerts provided to you through the Services may be delayed or prevented by a variety of factors. We may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. We shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.
Electronic alerts will be sent to the email address you have provided as your primary email address for the Services. If your email address or your mobile device’s email address changes, you are responsible for informing us of that change. You can also choose to have alerts sent to a mobile device that accepts text messages. Changes to your email address or mobile number will apply to all of your alerts.
NEITHER HUBER SOFTWARE SOLUTIONS NOR THE SITES OR SERVICES ARE INTENDED TO PROVIDE MEDICAL, LEGAL, TAX OR FINANCIAL ADVICE. HUBER SOFTWARE SOLUTIONS IS NOT A MEDICAL PROFESSIONAL, FINANCIAL PLANNER, INVESTMENT ADVISOR, BROKER OR TAX ADVISOR. The Sites and Services are intended only to assist you in organizing a comparison of your patients’ treatment and financial options based on the information you provide to us, and all Content, whether or not expressly directed to you or your patients, is for information purposes only and should not be relied upon by you or your patients in any way, including, without limitation, as any advice. Your patients’ personal financial situations and treatment needs are unique. Accordingly, before making any final decisions on treatment or payment strategy, your patients should consider obtaining additional information about the best treatment for them and advice from their doctors, accountant, lawyer and financial advisers who are fully aware of their individual circumstances.
We use reasonable efforts to maintain the Sites and Services, but we are not responsible for any defects or failures associated with the Sites or Services, any part thereof, any Content contained within the Sites or Services, your information or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Sites or Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures, upgrades or repairs which we may undertake from time to time, or (c) causes beyond our control or which are not foreseeable. We will not be liable for failure to provide access to the Sites or Services for any reason whatsoever.
HUBER SOFTWARE SOLUTIONS AND ITS AFFILIATES AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIES (COLLECTIVELY, “SUPPLIERS”) MAKE NO PROMISES ABOUT THE SITES, SERVICES OR CONTENT. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SITES, SERVICES AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. HUBER SOFTWARE SOLUTIONS AND ITS AFFILIATES AND SUPPLIERS MAKE NO COMMITMENTS ABOUT THE RELIABILITY, AVAILABILITY, OR SECURITY OF THE SITES, SERVICES AND CONTENT AND RELATED TRANSMISSION OF YOUR INFORMATION. HUBER SOFTWARE SOLUTIONS AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS OR OTHER OBLIGATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO HUBER SOFTWARE SOLUTIONS), AND NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
NEITHER HUBER SOFTWARE SOLUTIONS NOR ANY OF ITS AFFILIATES OR SUPPLIERS GIVES ANY WARRANTY OF ANY KIND REGARDING THE SITES, SERVICES OR CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HUBER SOFTWARE SOLUTIONS AND ITS AFFILIATES AND SUPPLIERS MAKE NO WARRANTY (A) THAT THE SITES, SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (B) THAT USE OF THE SITES, SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF THE SITES, SERVICES OR CONTENT, OR (D) THAT THE RESULTS OBTAINED FROM THE USE OF THE SITES, SERVICES OR CONTENTS WILL BE ACCURATE OR RELIABLE, AND DO NOT ASSUME, AND EXPRESSLY DISCLAIM, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ANY SUCH ISSUES, WHETHER SUCH ISSUES RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.
ANY CONTENT OR OTHER MATERIAL YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SITES OR SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE SITES OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS OF SERVICE.
NEITHER HUBER SOFTWARE SOLUTIONS NOR ANY OF ITS AFFILIATES OR SUPPLIERS BEAR OR OTHERWISE ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY SERVICES, PRODUCTS, ACTIONS OR INACTIONS OF ANY AUTHORIZED THIRD PARTY OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, THE POSSESSION AND USE OF ACCOUNT INFORMATION BY SUCH AUTHORIZED THIRD PARTY OR OTHER THIRD PARTY.
HUBER SOFTWARE SOLUTIONS’S SERVICES ARE NOT PROVIDED BY A “CONSUMER REPORTING AGENCY,” AS THAT TERM IS DEFINED IN THE FAIR CREDIT REPORTING ACT (15 U.S.C. § 1681, ET SEQ.) (“FCRA”) AND DO NOT CONSTITUTE “CONSUMER REPORTS,” AS THAT TERM IS DEFINED IN THE FCRA. HUBER SOFTWARE SOLUTIONS’S SERVICES MAY BE USED TO ASSIST ENTITIES IN PROCESSING DATA THAT MAY BE RELEVANT TO A DETERMINATION OF ELIGIBILITY FOR CREDIT, INSURANCE, EMPLOYMENT OR ANOTHER PURPOSE IN CONNECTION WITH WHICH A CONSUMER REPORT MAY BE USED UNDER THE FCRA. HOWEVER, HUBER SOFTWARE SOLUTIONS’S SERVICES DO NOT PROVIDE ANY FINDINGS BEARING ON A CONSUMER’S CREDIT WORTHINESS AND SHOULD NOT BE USED AS SUCH. FURTHER, DUE TO THE NATURE AND ORIGIN OF PUBLIC RECORD INFORMATION, THE PUBLIC RECORDS AND COMMERCIALLY AVAILABLE DATA SOURCES USED BY HUBER SOFTWARE SOLUTIONS MAY CONTAIN ERRORS.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL HUBER SOFTWARE SOLUTIONS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, COMPENSATORY, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL OR USE, LOST OR DAMAGED DATA OR OTHER INTANGIBLE LOSSES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITES OR SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS RESULTING FROM THE INABILITY TO ACCESS OR UTILIZE ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITES OR SERVICES, OR OTHERWISE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (IV) ANY OTHER MATTER RELATING TO OR CONNECTED WITH THE SITES OR SERVICES. IF YOU ARE DISSATISFIED WITH THE SITES OR SERVICES, OR IN THE EVENT OF ANY FAILURE OR NON-PERFORMANCE OF THE SITES OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITES OR SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF WE ARE FOUND TO BE LIABLE FOR ANY CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, IN NO EVENT SHALL HUBER SOFTWARE SOLUTIONS AND ITS AFFILIATES AND SUPPLIERS BE LIABLE FOR ANY DAMAGES OR OTHERWISE GREATER THAN ONE THOUSAND U.S. DOLLARS ($1000), TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to release us, our members, managers, officers, employees and agents, from any and all liability and obligations whatsoever in connection with or arising from your use of the Sites or Services. If at any time you are not happy with the Sites or Services or object to any material within them, your sole remedy is to cease using them. You agree to defend, indemnify and hold us, our officers, members, directors, employees and agents harmless from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Sites, Services or Content or any part thereof, (b) any Patient Information, Registered Information and other information you provide to us, to which you provide us access or you post via the Sites, (c) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under this Agreement, (d) infringement or misappropriation of any intellectual property or other rights of ours or third parties by you, or (e) any negligence or willful misconduct by you, (f) any other claim related to your performance under this Agreement, or (g) your use of any Content provided by us.
Termination by You. This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by contacting us at the contact information at the end of this Agreement or by de-activating your subscription electronically:
Termination by Us. We may at any time, terminate our legal agreement with you and your access to the Services:
You acknowledge and agree that we may immediately deactivate or delete you and/or your company’s account and all related information and files in you and/or your company’s account and/or prohibit any further access to all files and the Services by you and/or your company. Further, you agree that we shall not be liable to you, your company or any third party for any termination of your or your company’s access to the Services.
Return or Destruction of Materials. Within 15 days of expiration or termination of this Agreement or Addenda, Consumer shall destroy, or if requested by Huber Software Solutions, return all local Software, Service access information and Huber Software Solutions Confidential Information (including all copies of the same) (collectively, the “Materials”) and certify in writing signed by Consumer that all Materials have been returned or destroyed. [Notwithstanding the foregoing, Consumer may retain a copy of any artifacts from the Service(s), as required for regulatory compliance, internal record-keeping and normal business activity, and for no other use, commercial or otherwise.]
Copyright Notice. We respect the intellectual property of others, and we ask our users to do the same. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide our Designated Agent the following information: (a) an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Sites or Services sufficient to allow us to locate the allegedly infringing material; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
The information specified above must be sent to Huber Software Solutions’s Designated Agent, whose contact information is as follows: Huber Software Solutions, LLC, Phone: (708) 586-7846, Email: email@example.com.
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide to us may be shared with third parties, including the person who provided us with the allegedly infringing material. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.
Counter-Notice. If you believe that the content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content, you may send a counter-notice containing the following information to the Designated Agent: (a) your physical or electronic signature; (b) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (d) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in St. Clair County, Illinois, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the person providing such content, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Removal of Content. Please note however, such content may not be completely removed or may otherwise still be available to others in the following circumstances: (a) your content has been incorporated into derivative works or compilations created by us or other parties; (b) such content has been retained in our data backup systems or for archival purposes; or (c) to the extent such content has been sold to or downloaded by other persons and such persons retain your content.
Confidential Information. In the course of this Agreement, each "Party" (which refers to Huber Software Solutions or the Consumer, individually) may obtain nonpublic information from the other Party that is confidential and proprietary in nature (“Confidential Information”). Such Confidential Information includes, but is not limited to, the terms of this Agreement, information relating to the Services, information regarding a Party’s current, future and proposed products and services, product designs, plans and roadmaps, prices and costs, trade secrets, patents, patent applications, development plans, ideas, samples, media, techniques, works of authorship, models, inventions, know-how, processes, algorithms, software schematics, code and source documents, data, formulas, financial information, procurement requirements, customer lists, suppliers, investors, employees, business and contractual relationships, sales and marketing plans, "Patient Content" (which means patient information and patient data in the possession of Huber Software Solutions that has been authorized to be provided to Consumer, or permission has been given for Consumer to access and use, for purposes of the provision of Consumer’s Services), nonpublic personal information of customers and patients as defined by the Gramm-Leach-Bliley Act (Pub. L. 106-102) and any implementing regulations or guidelines, whether disclosed before or after the Effective Date, and any other information the receiving Party knows or reasonably ought to know is confidential, proprietary or trade secret information of the disclosing Party. Confidential Information also includes any and all nonpublic information provided to the disclosing Party by third parties.
Obligations. The "Parties" (which refers to Huber Software Solutions and the Consumer, collectively) agree that at all times, and notwithstanding the termination or expiration of this Agreement, they shall hold all Confidential Information of the other Party in strict confidence and trust, and shall not use, reproduce or disclose the Confidential Information of the other Party to any person or entity except as specifically permitted in this Agreement. Each Party may disclose Confidential Information of the other Party only to those of its employees, contractors, consultants and advisors who have previously agreed to be bound by terms and conditions at least as restrictive as those set forth in this Agreement and who have a need to know such information.
Exclusions to Confidentiality. The restrictions on use and disclosure of Confidential Information set forth in the Obligations section above shall not apply to the extent the Confidential Information: (i) is or becomes generally available to the public through no fault of the receiving Party (or anyone acting on its behalf); (ii) was previously rightfully known to the receiving Party free of any obligation to keep it confidential; (iii) is subsequently disclosed to the receiving Party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep it confidential; (iv) is independently developed by the receiving Party or a third party without reference or access to the disclosing Party’s Confidential Information; (v) is otherwise agreed upon by the Parties not to be subject to the restrictions set forth in the Obligations section above; or (vi) is de-identified so that the source of the information is not disclosed and is used in conjunction with other de-identified information. Huber Software Solutions may use, store and disclose End User Data and other such information acquired in connection with the Service(s) in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the Services, and for commercial partnerships with companies that require such aggregate data.
Disclosures Required by Law. The receiving Party may disclose Confidential Information if required to do so as a matter of law, regulation or court order, provided that: (i) the receiving Party shall use all reasonable efforts to provide the disclosing Party with at least 10 days’ prior notice of such disclosure, (ii) the receiving Party shall disclose only that portion of the Confidential Information that is legally required to be furnished, and (iii) the receiving Party shall use reasonable efforts to seek from the party to which the information must be disclosed confidential treatment of the disclosed Confidential Information.
General Warranties. Both Parties represent and warrant that: (i) the Party is a properly organized business entity, in good standing in the locations where it operates or conducts business, and has the corporate power and authority to enter and perform its obligations under this Agreement, in accordance with Applicable Law and its articles of incorporation, bylaws and/or other governance documents; (ii) the Party has obtained all required consents, licenses, approvals, compliances, and/or permissions to authorize it to enter and perform its obligations under this Agreement; (iii) the Party will not make any representations, warranties, or guarantees on behalf of the other Party; and (iv) the Party will comply with all Applicable Laws.
Huber Software Solutions Warranties. Huber Software Solutions represents and warrants: (i) the Services shall operate in material conformance with this document, and any Addenda; (ii) the Services will be performed in a professional manner consistent with applicable industry standards; (iii) the Services shall not contain any Computer Virus; and (iv) Huber Software Solutions owns or otherwise has all right, title and interest in and to the Services and any associated Intellectual Property and has the absolute right to provide the foregoing to Consumer.
Security Breach. If a Party experiences a security breach that compromises Consumer's Content, (a "Security Breach"), a Party will promptly notify the other Party of such Security Breach, and will promptly coordinate with the other Party to investigate and remedy the Security Breach. Except as may be strictly required by Applicable Law, a Party agrees that it will not inform any third party of any such Security Breach without the other Party’s approval, which shall not be unreasonably withheld or delayed; however, if such disclosure is required by Applicable Law, a Party agrees to work with the other Party regarding the content of such disclosure so as to minimize any potential adverse impact upon the other Party and its clients and customers.
Retention of Vendor Content. To the extent that any Vendor Content that is not subject to an Information Agreement is contained in archived data or systems and return or destruction of the same according to this section is unduly burdensome, Consumer shall destroy such Vendor Content in accordance with Consumer’s general data destruction policies, but in no event shall Consumer retain the Vendor Content for a time period exceeding what is required under Applicable Law. If no such time period exists under Applicable Law, then Consumer shall not retain such archived Vendor Content for more than two (2) years after Consumer’s provision of Consumer Services to Vendor or the termination of this Agreement, whichever is earlier. Consumer shall use, retain and dispose of all Vendor Content in the possession of Consumer that is subject to an Information Agreement pursuant to the terms of such Information Agreement.
Independent Contractors. The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.
Open Source Software. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such modules (“Open Source Components”). Although the Service is provided to you subject to these Terms of Service, nothing in these Terms of Service will be deemed to prevent, restrict, or otherwise prevent or restrict you from obtaining such Open Source Components under the applicable third-party licenses or to limit your use of such Open Source Components thereunder.
Waiver/Severability. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.
Notice. Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or email to either party’s last known post office, facsimile or email address, respectively. You hereby consent to notice by email. We may send you via such email address our newsletters, product updates, service-related information and other offers and information from us or our business partners, and you hereby consent to such emails. We may also contact you by email to respond to any customer service or other inquiries you submit.
Law/Forum. This Agreement is governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its principles of conflicts of law. Any litigation arising out of this Agreement shall be brought by either party in a court of competent jurisdiction located in St. Clair County, Illinois, and each party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum. Each party hereby expressly and irrevocably waives the right to a jury trial. The prevailing party shall be awarded its reasonable attorneys’ fees and costs in any proceeding arising out of or related to this Agreement. No action arising under this Agreement may be brought by you more than one (1) year after the cause of action has accrued.
Equitable Relief / Fees. The parties agree that breach of the provisions of this Agreement, including, but not limited to, the unauthorized use of the Services, would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
Force Majeure. If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Survival. The terms and provisions of Sections 4, 9 – 11, 14 – 16, and 19 - 22 shall survive any termination or expiration of this Agreement.
Assignment. You shall not assign or transfer this Agreement or any rights or obligations under this Agreement. Any unauthorized assignment or transfer shall be void and constitutes ground for immediate termination of this Agreement by us. This Agreement binds and inures to the benefit of us and our respective permitted successors and permitted assigns.
Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.
Contact. The Sites are operated by Huber Software Solutions, LLC. All inquiries may be directed to Huber Software Solutions at:
As follows is a description of the fees for the Services that will govern all Addenda entered into under the Agreement.
Service Agreement: Provides unlimited access to the Huber Software Solutions Service(s) for the users who are authorized by the Consumer to use the Service(s) on their behalf. Exact pricing details for this type of agreement are outlined here.
Storage Agreement: Provides storage of data entered within Service(s) by the Consumer, who did not renew a Service Agreement with Huber Software Solutions but chose to have their historical data kept past the default 90 days. This agreement does not provide the Consumer with access to Huber Software Solutions Service(s) directly. Upon written request to Huber Software Solutions, this data can be extracted from Huber Software Solution(s) systems and provided to Consumer. The storage is priced based on the amount of data needing to be stored and/or frequency of data extraction requests. Exact prices will be negotiated between Consumer and Huber Software Solutions upon entering into such an agreement.
The term of this Services Schedule shall commence from the "Registration Date" (which refers to the date the Consumer registered its health care company with www.orthodocspro.com in order to utilize the Services) through the end of that calendar month and shall continue in effect for the initial term set forth below (the “Initial Term”). Thereafter this Services Schedule shall renew for consecutive monthly terms as set forth below (each, a “Renewal Term”) unless Consumer provides no less than thirty (30) days prior written notice of non-renewal prior to the expiration of the then-current Initial or Renewal Term. The termination of Service(s) date identified in the non-renewal notice (so long as said date is not less than thirty days from the date the notice was given) would go into effect the first of the month following the termination of Service(s) date. Consumer is held to the Services Schedule until the termination of Service(s) date.
Initial Term: 1 month
Renewal Term: 1 month
As follows is an overview of the typical implementation process with respect to the Services, including all configuration changes and technical specifications related thereto:
Upon entering into a Service Agreement with Huber Software Solutions, Consumer shall be setup with an administrative account for using the Service(s). The administrative account owner will be responsible for configuring the Consumer-defined settings (Examples: types of treatment offered, office names, treatment fees, financial wording, etc.) within the Service(s) in order to customize them for that particular Consumer’s use. The administrative account owner will also be responsible for setting up additional authorized accounts associated with Consumer (and configuring their access levels) to use the Service(s). Huber Software Solutions shall provide such assistance for Consumer as is reasonably required (not to exceed eight hours of cumulative assistance or thirty days beyond the Registration Date, whichever comes first). If additional assistance is required by Huber Software Solutions beyond the reasonable requirement, it will be charged on a time and materials basis, to be charged at Huber Software Solutions’s then-current standard rates for Additional Training Services.
As follows is an overview of the Training Services and the rates associated with the Training Services:
Initial Training Services: Basic training on how to use the Service(s) will be provided to the administrative account owner for a Consumer entering into a new Service Agreement with Huber Software Solutions. The forum for the aforementioned training is at the discretion of Huber Software Solutions and may come in the form of a Service(s) overview via phone, web conference or in-person meeting. Initial training is part of the Implementation mentioned in the section above, and as such, initial training time is accounted for in the reasonable requirement defined above.
Additional Training Services and Rates: Additional training by Huber Software Solutions is available when requested, either by phone or in-person. Training time will round up to the nearest hour. In-Person training is only available for locations within a 50-mile radius of Huber Software Solutions’s headquarters. In-Person training time will include travel time.
By Phone: $100/hour
As follows is the time and materials rate table for any Consulting Services that will govern all Addenda entered into under the Agreement. Huber Software Solutions may provide enhancements and/or new functionality for a particular Consumer, if requested and agreed upon between both parties. Huber Software Solutions will determine Consulting Fees on a case-by-case basis, taking into account the complexity of the implementation, the number of resources involved and the time necessary to complete the implementation and integration for the Consumer. Huber Software Solutions reserves the right to expose the enhancements and/or new functionality to other Consumers.
*Any changes implemented by Huber Software Solutions (regardless of their nature – defect fix, enhancement, etc.) in an existing or new Service, whether at the request of a Consumer or not, is the property of Huber Software Solutions. Huber Software Solutions will have sole Intellectual Property Rights, and reserves the right to choose for which Consumers the changes are exposed.
Upon non-renewal, any data provided to Huber Software Solutions Services through the final date of service will continue to be stored by Huber Software Solutions for a minimum of 90 days from the final date of service. Consumer has the option to extend the storage of said data for a separate fee, as spelled out in Section A above.
If Consumer enters into a new Service Agreement with Huber Software Solutions within 90 days of the final date of the service set forth by this agreement, said data will again be available to Consumer when using the Services.
If Consumer enters into a new Storage Agreement with Huber Software Solutions within 90 days of the final date of the service set forth by this agreement, said data will continue to be stored and will be made available to Consumer when requested.
If, however, Consumer does not enter into a new Service or Storage Agreement with Huber Software Solutions, then after 90 days, Huber Software Solutions may or may not choose to continue storing said data.
The Services are hosted in the Microsoft Azure cloud platform, specifically in Data Center regions in the United States.
Consumer represents and warrants to Huber Software Solutions that it has taken and will continue to take whatever action may be necessary to comply with all applicable laws, rules, statutes and regulations to enable it to offer and provide the Services to its Authorized Users, and Consumer further warrants and represents to Huber Software Solutions to responsibly register and activate Authorized Users to make use of the Services and other Huber Software Solutions services that may be provided under this Schedule, including, but not limited to, any necessary pre-registrations, consents and authorizations from and notices to its Authorized Users and patients.
In addition to Consumer’s indemnification obligations under the Terms of Service and the Services Schedule, Consumer shall indemnify and hold harmless Huber Software Solutions, its officers, directors, employees, and affiliates against any and all third party claims, actions or other costs and expenses (including reasonable attorneys’ fees) arising from or related to any breach of Section 19 (sub-section Confidential Information) above. Huber Software Solutions shall provide Consumer with prompt notice of any such claim for indemnification, cooperation in the defense and settlement of such claim, and grant Consumer control over the defense or settlement of such claim.