THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT AND CONSTITUTES THE TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY LOGO DESIGN GURU (through the website DENTALREPUTE.com and its partners), A DELAWARE CORPORATION (THE "COMPANY"). BY USING OUR WEBSITE AND TOOLS, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING THE HIPAA BUSINESS ASSOCIATE AGREEMENT ATTACHED TO THIS AGREEMENT AS EXHIBIT A. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, "YOU," "YOUR," AND "CLIENT" AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY (HEREINAFTER, COMPANY AND YOU, YOUR OR CLIENT, SHALL BE REFERRED TO INDIVIDUALLY AS A "PARTY" AND TOGETHER AS THE "PARTIES"). IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU SHOULD NOT USE THE SERVICE AND THE WEBSITE.
In addition to terms defined elsewhere in this Agreement, the following capitalized terms will have the following respective meanings for the purposes of this Agreement:
- “Agreement” means this service Agreement and any materials specifically incorporated by reference herein.
- “Billing Period” means the period of time detailed in any documentation agreed by the Client.
- “Client Data” means any data, information, trademarks, logos, files, images, text, or other material that You or any Users provide or submit to the Service in the course of using the Service.
- “Documentation” means subscription forms, program documentation, user manuals, handbooks, and other materials describing the use, design, installation, operation, and maintenance of the Service made available by the Company.
- “Effective Date” means the date of acceptance of this Agreement which shall be the date you access our website, Service, and upon which You indicate you accept .”
- “Service” means the Company’s provision of access to the copyrighted Internet-based software-as-a-service application, digital marketing, social media, and any other marketing services, including any new features or enhancements to the Service made available by the Company to You during the Term of this Agreement (as defined in Section 4(a)).
- “Users” means those individuals authorized by You and the Company to use the Service, and having user identifications and passwords registered under the name of such individuals.
- “Partners” means Logo Design Guru’s partners who help in delivering Services thorugh DentalRepute.com to Client.
Subject to the terms and conditions of this Agreement, including, without limitation, Client’s timely payment of all fees, the Company hereby grants to Client for the Term of this Agreement (as defined under Section 6(b), the “Term” of this Agreement), a non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide, terminable (as specified in Section 8(a)) license to use the Service solely for Client’s use as agreed (the “Purpose”) and subject to the terms and conditions of this Agreement. Any new features or enhancements to the Service that are made available by the Company to the Client during the Term of the Agreement and any new service(s) subsequently purchased by Client will be subject to this Agreement.
Client understands that Client must have or acquire access to the Internet, provide all equipment necessary to maintain such connection, and obtain software that will access and display Web-based and Client-based content. The Company shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, Client uses in accessing the Internet to access the Service. Client understands that any Internet Access problems will cause performance issues using the Service and the Company provides no warranty in any such case.
Client shall adhere to industry “best practice” standards to ensure reasonably secure access to the Internet, a remote computer network, to access the Service provided by the Company.
Client may allow Users to utilize the Service in connection with the Purpose and is responsible for the conduct of Users and their compliance with this Agreement. Client assumes all liability for any Breach of Unsecured Protected Health Information as required at 45 CFR § 164.410 (HIPAA Compliance), including any Breach of Unsecured Protected Health Information caused by any individual Client employs or third parties with which Client works or consults that have access to patient calls and records.
Client acknowledges that Company may decide to provide Client with new features or enhancements to the Service during the Term of the Agreement at its sole discretion and agrees that the subscription to the Service hereunder is neither dependent on the delivery or availability of any future functionality nor any oral or written comments made by the Company regarding future functionality or features.
Client agrees to abide by and uphold the obligations listed hereunder:
Client hereby agrees to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service. Client also agrees that Client shall not:
i. Modify, make derivative works of, disassemble, decompile, or reverse engineer the Service;
ii. Make any attempt to ascertain, derive, or obtain the source code of the Service;
iii. Build (1) a product or service that is competitive with the Service or (2) a product using similar features, functions, or graphics of the Service, by copying any aspect of the Service or misappropriating any of the Company’s intellectual property rights in order to do so;
iv. Assist a third party in building, supporting, or copying products or services competitive to the Company by copying any aspect of the Service or misappropriating any of the Company’s intellectual property rights to do so;
v. Transmit, publish, or store (1) infringing, obscene, threatening, harmful, libelous, defamatory, or otherwise unlawful or tortious material, (2) material that violates third party privacy rights promotes bigotry, racism, or hatred, or (3) any material containing software viruses, worms, time bombs, Trojan horses, or other harmful or malicious computer code, files, scripts, agents, or programs;
vii. Send any electronic communications from the Service that are unlawful, harassing, libelous, defamatory, or threatening;
viii. Express or imply that the Company endorses Client’s electronic communications;
ix. Interfere with or disrupt the integrity or performance of the Service, or use the Service to menace or harass any person or cause damage or injury to any person or property; and Client understands that any attempt to execute, or the execution of, any actions prohibited under this Section shall void the Company’s warranty obligations, and be grounds for immediate suspension or termination of this Agreement by the Company.
Except as otherwise set forth in this Agreement, Client hereby agrees that it shall neither make the Service available to any third party nor license, sublicense, sell, resell, rent, lease, transfer, distribute, or assign the Service to any third party. Client further understands and agrees that Client:
i. May designate only the number of Users allowed under this Agreement;
ii. Is prohibited, as well as its Users, from sharing user identifications and passwords with any unauthorized users and must notify the Company if any such information becomes unsecured;
iii. Must use all commercially reasonable efforts to prevent any unauthorized access to or use of the Service, Documentation and passwords or other logins, and notify the Company promptly of any such unauthorized use; and iv. Shall not use the Service or Documentation for the benefit of any third parties.
During the Term, the Company will use commercially reasonable efforts to make the Service available during the time of the Term of this Agreement (“Availability”), excluding when the Service is not available owing to an Exception (defined in Section 4(b) below).
b. SERVICE AVAILABILITY EXCEPTIONS. Downtime of the Service owing to any of the following events will not be included in calculating Availability (collectively, “Exceptions”):
i. Client’s or any of its Users’ failure to meet any minimum hardware or software requirements set forth in any specifications or Documentation provided by the Company;
ii. A lack of network availability between Client and the Company’s hosting servers or other network traffic problems, as network availability can involve numerous third parties and is beyond the control of the Company;
iii. Any downtime caused by the Company’s internet provider or for any downtime that Client experiences because of Client’s own network connectivity issues;
iv. Client’s or User’s misuse of the Service, including use in violation of the terms and conditions of this Agreement;
v. Any downtime caused by or attributable to Client’s change or upgrade of any hardware or software resulting in a temporary incompatibility;
vi. Any Scheduled Downtime (defined in Section 4(c) below).
c. SCHEDULED DOWNTIME. From time to time the Company may need to schedule downtime for maintenance, upgrades, enhancement, or any other reason, during which the Service will not be available to Client (collectively, “Scheduled Downtime”). The Company may schedule such downtime at any time, but will endeavor to provide reasonable notice of any Scheduled Downtime and to conduct Scheduled Downtime outside of Client’s normal business hours.
d. UNAVAILABILITY PROCEDURE. If Client experiences a Service outage and is unable to access the Service, Client must notify the Company within five (5) business days of such outage through the process set forth in Section 5. The Company will use an internal system to measure the Service’s availability to Client. Client agrees this system will be the sole basis for resolution of any dispute that may arise regarding Availability.
e. CREDIT POLICY. If Availability is not met in any given month, and the proper notification/steps were taken by Client as outlined in section 4(d), then Client will receive a prorated credit towards future Service for that portion of the recurring Service corresponding to the amount of time in such month that Availability was not met.
For service issues or technical support, follow the instructions provided by our support team via email (support@dentalrepute.com), chat or phone (+18887152213). The Company provides technical and customer support on a first-come, first-served basis, and may change without notice.
Client must provide accurate, complete, and current billing and contact information, including legal business name, street address, mailing address, email address, and telephone number. Updates must be made promptly if any changes occur. The Company may suspend or terminate access to the Service if Client’s information is false or fraudulent, in addition to other legal remedies.
Client agrees to:
Client must provide a valid and updated credit card or use ACH transactions for payments, authorizing the Company to charge these for all services. All payment obligations are non-cancelable, and all fees paid are nonrefundable. The Client will reimburse the Company for reasonable expenses related to providing any on-site services or support.
Client is responsible for paying all taxes associated with purchases under this Agreement and may be invoiced for such taxes in accordance with Section 6(b). This includes sales, value-added, or other similar taxes imposed by law. The Company is responsible for taxes based on its income, property, and employees.
All amounts invoiced are due upon receipt. If the Company does not receive payment within thirty (30) days (“Final Payment Due Date”), it may charge late fees at 1.5% of the outstanding balance per month, or the maximum rate permitted by law, from the Final Payment Due Date until paid. The Company may also suspend the Service until the outstanding balance is paid.
The Company reserves the right to introduce new fees or modify existing fees during the term of this Agreement, with at least thirty (30) days' prior notice to Client before implementation. New fees will be effective at the beginning of a future calendar month, and modified fees will be effective at the beginning of the next billing period.
Under no circumstances shall Company refund billed amount due to the condition whereby technical malfunction, scheduled downtime (as outlined in Section 4(b)(c)), and Client’s own accessibility limitation (as in Section 2(a)). Any technical fault on the part of Company shall be amicably agreed on the terms of adjustment of the fee paid.
No refund shall be provided in part or whole for any type of Service severability, accessibility, discontinuation, or change of mind on the part of the Client. Subscription when charged, experts are allocated and work on accounts starts immediately. Therefore, Client is not entitled for refund for time and expertise consumed.
Graphic design service starts with upfront payment and duly filled creative brief provided by Customer. Once payment is processed, designer starts work on design concepts. Standard delivery of first concepts is 3 business days, unless Customer purchases expedite services, and does not apply to revision requests. Once Customer approves, design files are finalized and processed for delivery.
Pricing included on the website are just estimates that are liable to change without prior notice. You are encouraged to get a definite quote before you place an order.
You have the right to cancel your order at any time before we start work on it. Once work starts, there will be no cancellation and no refund will be awarded.
We reserve the right to terminate any assignment for any reason without any prior notice.
Under no circumstance refund will be given except in the event of technical fault on Company website, resulting in erroneous placement of order(s) or amount. Refund will only be given of the portion of payment due to technical fault; no part of the authentic order will be refunded.
Company shall deliver your product and/or service and will notify you via e-mail of such completion and delivery, and the manner in which you may access your product and/or service. Your first draft will be delivered within approximately 5 business days, or otherwise noted timeframe provided by Company. You shall have 30 business days from the date of delivery to said temporary location to notify Company in writing of your acceptance or rejection of the product and/or service. Your failure to notify Company in writing of your rejection of the product and/or service within said 60 day period shall constitute your acceptance of the product and/or service. In the event you reject the product and/or service, you shall notify Company in writing of your rejection within said 60 day period, including a detailed explanation for such rejection, following which Company shall use commercially reasonable efforts to provide a substitute or replacement product or service as soon as practicable. Upon your written acceptance of the product or service, or any substitute or replacement product or service, Company shall release and deliver the same to you, to such location and in such format as agreed upon in your Contract. This project will be determined to be closed if we do not have written, phone or in person contact from 90 days from the last revision. The project may be re-opened only upon Company 's discretion and at an additional cost of $45.
Users by signing up for web design package authorizes Company to charge full amount up front. The basic web design package includes 5 pages static website design and HTML coding; Client may add additional pages by paying the extra amount. Clients can purchase stock images through us for an additional charge; images will be from third party partner website.
Overview: You are engaging in ordering a website from Company and partner. Whereby Company will provide your "landing page design only" for your site, and Company will provide photos and additional services for completion of the web design project.
Upon receipt of your first draft you will be required to either A) approve the design concept or B) request revisions to your design concept. Company will initiate the revisions requested and upload a second draft to your client panel, whereby you will be notified via email.
Once you approve the HTML version of your website, Company will launch the website to the domain name that you have registered.
Developing a website is a collaborative project between the client (you), our support staff and our designers. We will require the following in order to complete your web project in a timely manner:
PROPRIETARY RIGHTS You represent and warrant that you are the owner of or have the exclusive right to use any and all proprietary information you provide to Company. in furtherance of or in connection with your Contract, including without limitation any and all trade names, photos, trademarks, copyrights, graphics, designs, logos, written content/copy for any use, to include copy for web design and brochures/flyers and similar materials or information.
Any delays to your project as a result of Company not receiving content, photos, or creative feedback or direction will not qualify the client for any refund, nor qualify the customer to receive expedited service.
Upon completion of its products and/or services in accordance with the terms and conditions set forth in your Contract, Company shall deliver your product and/or service to a temporary location designated by Company for your review. Company will notify you via e-mail of such completion and delivery, and the manner in which you may access the temporary location for purposes of reviewing your product and/or service. Your first draft will be delivered within approximately 5 business days, or otherwise noted timeframe provided by Company. You shall have 30 business days from the date of delivery to said temporary location to notify Company in writing of your acceptance or rejection of the product and/or service. Your failure to notify Company in writing of your rejection of the product and/or service within said 60 day period shall constitute your acceptance of the product and/or service. In the event you reject the product and/or service, you shall notify Company in writing of your rejection within said 60 day period, including a detailed explanation for such rejection, following which Company shall use commercially reasonable efforts to provide a substitute or replacement product or service as soon as practicable. Upon your written acceptance of the product or service, or any substitute or replacement product or service, Company shall release and deliver the same to you, to such location and in such format as agreed upon in your Contract. This project will be determined to be closed if we do not have written, phone or in person contact from 90 days from the last revision. The project may be re-opened only upon Company's discretion and at an additional cost of $100.
HTML Integration/ Web Design Refund Policy: After you have received your template design from Company, and approve, Company will proceed to complete your web development, and consider the website design final.
If you cancel your contest prior to any web design service or HTML integration, you will not be entitled to refund.
Company will not provide refunds on any portion of a development project that has been initiated.
TERMINATION. Company reserves the right, at its sole discretion and for any reason whatsoever, to reject, cancel or terminate, permanently or temporarily, your order for any product or service offered by Company, your Contract and/or your access to the Site, at any time and without prior notice. You agree that Company shall not be liable to you or any third party for any rejection, cancellation or termination of your order, your Contract or your access to the Site. In the event that Company rejects, cancels or terminates your Contract or your order for a reason other than your breach or non-performance under your Contract, Company will return any amounts prepaid by you relating to the rejected, canceled or terminated Contract or order. At Company and its officers' discretion, access to Company’s services may be revoked at any time for abusive conduct on the system and/or the Internet and its resources as a whole. Sending spam (unsolicited email) from a domain or about a domain is considered abuse of the system and will result in the termination of your account. Company and its officers are deemed as sufficient authority to define abusive conduct to the system, and definitions may periodically change or be amended to previous ones.
Should the Agreement expire or be terminated for any reason, Company will not be liable to you because of such expiration or termination for compensation, reimbursement or damages on account of the loss of profits or sales (anticipated or actual), goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from such termination or expiration. Any termination of this Agreement shall not relieve you of any obligations to pay fees and costs accrued prior to the termination date. Company shall not be obligated to notify any third party of the termination of your account or provide any termination assistance.
Please note, during the web development phase, if Client does not respond or remains inactive for 90 days, an additional fee of $100 will be charged for reactivating the project.
The Company and its licensors retain all rights, titles, and interests, including intellectual property rights, in and to the Service, software, programs, Documentation, and related materials provided under this Agreement. Other than the license rights granted in this Agreement, no other rights or ownership in the Service or intellectual property are conveyed to Client. All rights not expressly granted are reserved by the Company. Client shall not use the Service to upload, post, reproduce, or distribute any material protected by copyright or other intellectual property rights without permission from the rights owner.
During the term of this Agreement, either party (the “Disclosing Party”) may disclose confidential information to the other party (the “Receiving Party”). Confidential Information includes business affairs, price and client lists, marketing strategies, trade secrets, third-party confidential information, technology, technical information, and this Agreement. The Company’s Confidential Information includes the Service, Documentation, Aggregate Data, and any provided passwords and log-ins. The Client’s Confidential Information includes Client Data, personal identifiable information, billing information. Confidential Information does not include information that is publicly available, received from a non-confidential source, known or possessed by the Receiving Party before disclosure, independently developed without reference to the Disclosing Party’s information, or required to be disclosed by law.
The Company warrants that it has the right and power to enter into this Agreement, will comply with applicable laws and regulations, and the Service will perform materially as described. Client’s sole remedy for breach of this warranty is for the Company to fix the performance issue, or if not possible within a reasonable time, to receive reimbursement for one month of Service fees.
Client warrants that it has the right and power to enter into this Agreement and will comply with applicable laws and regulations.
The Company’s express warranties in Section 10(a) are the only warranties regarding the Service and this Agreement. The Company makes no other warranties, express or implied, including warranties of merchantability, non-infringement, or fitness for a particular use. The Service is provided on an “as is” and “as available” basis. The Company does not warrant that the Service will be secure, uninterrupted, error-free, meet Client’s requirements, or that stored data will be accurate or reliable. The Company is not responsible for delays, delivery failures, or other issues resulting from the use of communication facilities, including the internet.
Client agrees to indemnify and defend the Company and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents, and network service providers against any third-party claims, actions, or suits arising from Client’s violation of this Agreement or misuse of the Company’s Services, including all related liabilities, damages, settlements, penalties, fines, costs, and expenses, including reasonable attorney’s fees.
Neither party is liable for indirect, consequential, exemplary, special, incidental, or punitive damages arising out of this Agreement, including business interruption and loss of profits, revenue, data, goodwill, or use of the Service, even if advised of the possibility of such damages.
The Company’s liability for all causes of action arising from this Agreement will not exceed the total fees paid by Client in the 12-month period preceding the cause of action.
The limitations in Sections 12(a) and 12(b) do not apply to damages arising from a party’s failure to comply with confidentiality obligations, misappropriation of intellectual property, indemnification obligations, or Client’s payment obligations.
This Agreement is effective from the Effective Date and continues until terminated by either party with at least thirty (30) days’ written notice, or as otherwise provided herein.
The Company may suspend the Service, after written notice, for reasons including illegal activity, harm to the Company or others, violations of Sections 2, 3, 6(b), 8(a), 10, 16(a), and/or 16(g), or as stated in Section 12(c). Suspension does not excuse Client from payment obligations.
This Agreement may be terminated by either party if the other materially breaches the Agreement and fails to remedy within thirty (30) days of notice, becomes insolvent, makes a general assignment for the benefit of creditors, is dissolved or liquidated, has a receiver appointed, or as otherwise provided. The Company may terminate if Client fails to make payments after seven (7) days’ notice or for convenience with thirty (30) days’ notice. Client may terminate with thirty (30) days’ notice if new fees are not accepted, receiving a pro-rata refund for the terminated portion of the Billing Period.
Upon termination, all licenses granted cease, and Client must stop all authorized activities. If terminated for material breach or failure to pay, Client must pay remaining fees for the current Billing Period. The Company will make Client Data available for thirty (30) days following termination if requested, otherwise, it may be deleted. The Company may store Client Data for an additional sixty (60) days and allow access for a fee.
This revised version maintains the legal details while improving readability and organization.
As the Client is a Covered Entity (as defined by the HIPAA Rules) and may create, receive, maintain, or transmit Electronic Protected Health Information (EPHI) or Personal Health Information (PHI) on your behalf. This provision applies only to information received, maintained, or created by Dental Repute on behalf of a Covered Entity as defined by the HIPAA Rules and is PHI or EPHI. Any information not protected by the HIPAA Business Associate Subcontractor Agreement set forth in Exhibit “A” will be protected by confidentiality provisions otherwise contained in this Agreement. The provisions of the HIPAA Business Associate Agreement, attached as Exhibit “A”, are incorporated herein and made a part hereof as if set forth in full.
This Agreement shall be deemed to have been made and entered into in the state of Delaware, and shall in all respects be interpreted, enforced, and governed under the laws of Delaware without regard to conflict of laws principles. The parties hereby waive any objections to the jurisdiction and venue of the courts in or for Delaware, or the Federal District Court of Delaware, including any objection to personal jurisdiction, venue, and/or forum non-convenience, in any proceeding to enforce its rights hereunder filed in or for Delaware, or the Federal District Court of Delaware. The parties agree not to object to any action filed by a party to remove any action filed by a party from a forum or court not located in Delaware.
Client shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement without Client’s consent, including to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger or acquisition. Any prohibited assignment shall be null and void. This Agreement shall inure to the benefit of and be binding on the parties, their successors, and permitted assigns. Any assignment by Company in violation of this section or any actual or proposed change in control of Client shall entitle the Company to terminate this Agreement for cause immediately upon written notice.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties and contact persons as set forth in this Agreement. Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by an internationally recognized overnight courier (receipt requested); or (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next day, if sent after normal business hours of the recipient.
Client acknowledges and agrees that any breach of Section 2 (License Grant) and/or Section 8 (Confidentiality) may cause irreparable injury to the Company for which there are no adequate remedies at law. Therefore, in addition to any and all remedies available at law, the Company shall be entitled to seek injunctive relief or other equitable remedies in all legal proceedings resulting from any threatened or actual violation of the provisions hereof without any obligation to post a bond.
If any provision in this Agreement conflicts with any applicable rule of law or statutory provision, or is deemed to be, or becomes invalid, illegal, void, or unenforceable under applicable laws, the Company shall amend such provision to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the parties, it will be deleted. However, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way. If such provisions comprise an integral part of the remainder of this Agreement, this Agreement will be terminated.
This Agreement may be amended by the Company in its sole discretion, with such amendment to begin at the start of a calendar month, by providing at least thirty (30) days’ advance notice to Client by email to the registered email address provided for the administrator(s) for Client’s account as provided in Section 16(b). If Client does not accept the amendment, Client must notify the Company within fifteen (30) days of such notice receipt and pay the Company any outstanding recurring fees through the end of the calendar month immediately preceding the first month for which such amendments take place, in which case the end of such calendar month shall also be the termination date of this Agreement. Client’s failure to do both shall constitute agreement to the amended Agreement.
This Agreement, Documentation, and information that is incorporated into the Agreement by written reference (including reference to information contained in a URL or referenced policy) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous agreements by and between the parties as well as all proposals, oral or written, and all negotiations, conversations, or discussions heretofore had between the parties related to the subject matter of this Agreement. The parties acknowledge that they have not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained herein.
No delay or failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.
Except for actions for nonpayment or breach of the Company’s proprietary rights, no actions, regardless of form, arising out of or relating to the Service or this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
This Agreement does not make either party the employee, partner, franchisee, agent, or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations pursuant to this Agreement, each party shall be acting as an independent contractor.
The Company has no control over and is not responsible for (i) any third-party websites, (ii) third-party content provided on or through the Service, or (iii) the availability of such external websites or resources. The Company does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Client bears all risks associated with the access and use of such websites and third-party content, products, and services, including those accessed through the Company’s websites. If Client does not agree to this Section then Client should not accept the Terms of this Agreement.
Client agrees (i) that the Company may identify Client as a recipient of the Service and use Client’s logo in sales presentations, marketing materials, and press releases, and (ii) to develop a brief Client profile for use on Company websites for promotional purposes.
The Client grants to the Company a perpetual, royalty-free, irrevocable, worldwide license to use and incorporate into the Service any suggestions, ideas, modification requests, feedback, or other recommendations related to the service provided by or on behalf of Client and otherwise agrees that it will not itself sue the Company with respect to its use and incorporation of the same.
The termination or expiration of this Agreement shall not release either party from the obligation to make payment of all amounts then or thereafter due and payable. The provisions in Sections 1, 3(a), 6(d), 8, 9, 10(c), 11, 12(d), and 14, in addition to any other provision that by its terms is intended to survive the expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.
END OF THE AGREEMENT EXCEPT FOR THE HIPAA BUSINESS ASSOCIATE AGREEMENT ATTACHED HERETO AS EXHIBIT A AND INCORPORATED HEREIN IN ITS ENTIRETY.
Logo Design Guru is a HIPAA compliant company with services provided by MDfocus and their partners.
By agreeing to the terms and conditions set by Logo Design Guru (through their website DentalRepute.com), the Client accepts the Business Associate Agreement (BAA) terms outlined below.
Herein, the Covered Entity is referred to as “Client,” and the Business Associate is referred to as “Business Associate.”
The Client is a “Covered Entity” as defined in 45 CFR §160.103, and Logo Design Guru is a “Business Associate” as defined in 45 CFR §160.103. Logo Design Guru may receive Protected Health Information (PHI) from the Client. The parties acknowledge that Logo Design Guru and its subcontractors, employees, affiliates, agents, or representatives may access, use, create, maintain, or transmit PHI on behalf of the Client in accordance with the Services Agreement and this Addendum (the “Addendum”).
Capitalized terms used but not otherwise defined in this Addendum shall have the same meanings as those terms in the Services Agreement or applicable regulation.
This Section applies if (a) the Client is a “Covered Entity” as defined in 45 CFR §160.103; (b) Logo Design Guru is a “Business Associate” as defined in 45 CFR §160.103; and (c) Logo Design Guru receives PHI from the Client.
1. Logo Design Guru agrees to not use or disclose PHI other than as permitted by the Services Agreement or as Required by Law. PHI may be used or disclosed to perform functions, activities, or services for the Client, provided that such use or disclosure would not violate the Privacy Rule if done by the Client.
2. Logo Design Guru agrees to use appropriate safeguards to prevent unauthorized use or disclosure of PHI, including implementing administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Electronic PHI as required by the Security Rule.
3. Logo Design Guru agrees to mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI in violation of HIPAA requirements.
4. Logo Design Guru agrees to report to the Client any unauthorized use or disclosure of PHI.
5. Logo Design Guru agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from the Client agrees to the same restrictions and conditions that apply to Logo Design Guru.
6. Logo Design Guru agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary for purposes of determining the Client’s compliance with the Privacy Rule.
7. Logo Design Guru agrees to document disclosures of PHI and provide information to respond to an Individual's request for an accounting of disclosures of PHI in accordance with 45 CFR §164.528.
8. Logo Design Guru agrees not to exchange any PHI of an Individual for remuneration except as permitted in Section 13405(d)(2) of the HITECH Act.
1. The Client shall use the encryption features in the Services to encrypt any PHI provided to Logo Design Guru.
2. The Client shall notify Logo Design Guru of any limitations in its privacy practices that may affect Logo Design Guru’s use or disclosure of PHI.
3. The Client shall notify Logo Design Guru of any changes in, or revocation of, permission by an Individual to use or disclose PHI.
4. The Client shall notify Logo Design Guru of any restrictions to the use or disclosure of PHI agreed to by the Client in accordance with 45 CFR §164.522.
5. The Client shall not request Logo Design Guru to use or disclose PHI in any manner that would not be permissible under HIPAA if done by the Client.
6. The Client represents and warrants that it has the right and authority to provide PHI to Logo Design Guru for the performance of its obligations and that such storage and use are permitted under the Client’s privacy policy and applicable law.
1. Term: This Addendum is effective from the Effective Date until all PHI provided to Logo Design Guru is destroyed or returned to the Client.
2. Termination for Cause: The Client may terminate the Services if Logo Design Guru materially breaches the HIPAA Business Associate Terms and fails to cure such breach within thirty (30) days after receiving written notice.
3. Effect of Termination: Upon termination, Logo Design Guru shall return or destroy all PHI received from the Client. If return or destruction is infeasible, protections of this Addendum shall be extended to such PHI.
1. Regulatory References: References to sections in regulations mean the sections as in effect or as amended.
2. Amendment: The parties agree to amend this Agreement as necessary for the Client to comply with HIPAA requirements.
3. Survival: The respective rights and obligations of Logo Design Guru shall survive the termination of this Agreement.
4. Interpretation: Any ambiguity in this Addendum shall be resolved to permit the Client to comply with HIPAA.
The parties have entered into this Agreement as of the date of the Client’s agreement to the terms and conditions of Logo Design Guru.
Last updated: 5 August 2024
For any query or questions please contact at the below address:
668 Stony Hill Rd,
Suite 11,
Yardley, PA 19067,
US
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