TeamCare Customer Agreement

This TeamCare Customer Agreement (this "Agreement") is a binding agreement between Customer and TeamCare Dental LLC ("TeamCare"), who owns and operates the Products that Customer uses or accesses. "Customer" means the entity on behalf of which this Agreement is accepted, which entity name is set forth on the applicable Order.

If you (the person accepting this Agreement) are accepting this Agreement on behalf of your employer or another entity, you agree that: (i) you have full legal authority to bind your employer or such entity to this Agreement, and (ii) you agree to this Agreement on behalf of your employer or such entity.

If you are accepting this Agreement using an email address from your employer or another entity, then: (i) you will be deemed to represent that party, (ii) your acceptance of this Agreement will bind your employer or that entity to these terms, and (iii) the word "you" or "Customer" in this Agreement will refer to your employer or that entity.

By clicking on the "Agree" (or similar button or checkbox) that is presented to you at the time you begin using or accessing the Products, you confirm you are bound by this Agreement. If you do not wish to be bound by this Agreement, do not click "Agree" (or similar button or checkbox) and do not use or access the Products.

1. Overview

This Agreement governs your access to and use of the Products whether such license was acquired directly from TeamCare or through a third-party reseller ("Channel Partner"). The terms of this Agreement apply to all Products and Orders.

2. Use of Products

Permitted Use

During the Subscription Term and subject to the terms of this Agreement, TeamCare hereby grants Customer a non-exclusive, non-transferable and non-sublicensable right to access and use the Products solely for Customer's internal business purpose in accordance with the Documentation and subject to Customer's Scope of Use and exclusively by the Authorized Users.

Restrictions

Except to the extent otherwise expressly permitted by this Agreement, Customer must not (and must not permit anyone else to):

• sell, rent, lend, assign, distribute, sublicense or otherwise provide access to the Products to a third party except as expressly authorized in this Agreement;
• provide access to the Products to a third party, other than to Authorized Users;
• use the Products to develop a similar or competing product or service;
• reverse engineer, decompile, disassemble, decode or otherwise seek to derive or gain access to any software component of the Products (e.g., the source code or non-public APIs);
• modify or create derivative works of the Products, in whole or in part;
• interfere with or circumvent the Products usage limits or Scope of Use restrictions;
• remove, obscure or modify in any way any proprietary or other notices or attributions in the Products; or
• violate the Authorized User Terms of Use Policy.

3. Authorized Users

Responsibility

Customer may authorize Authorized Users to access and use the Products, in accordance with the Documentation and Customer's Scope of Use. Customer shall be solely and fully responsible and liable for all actions (and omissions) on Authorized User accounts and the use of the Products by an Authorized User (in each case, whether or not such action or use is permitted by or in violation of this Agreement). Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. TeamCare reserves the right to deny service to any Authorized User who violates, or whom TeamCare reasonably suspects of violating, the Authorized User Terms of Use Policy.

Login Credentials

As a condition to using and accessing the Product, each Authorized User must agree to comply with the Authorized User Terms of Use Policy. Customer shall designate in writing to TeamCare which of Customer's agents are to be Authorized Users for purposes of this Agreement. Upon receipt of such written designation, Customer shall furnish any additional information requested with respect to TeamCare's set up of such Authorized User's account. Customer must ensure that each Authorized User keeps its login credentials confidential and must promptly notify TeamCare if it suspects or becomes aware of any unauthorized access to any Authorized User login credentials or other unauthorized access to or use of the Products. Customer agrees that all Authorized Users shall be located in the United States. Promptly upon receipt from Customer, TeamCare will de-activate an Authorized User's account.

4. Products

Support

During the Subscription Period, TeamCare will provide the Support and Maintenance Services. In connection with the provision of such services, Customer shall cooperate with TeamCare in all respects, including by providing TeamCare with all data and information that may be reasonably requested by TeamCare to correct a Defect (as defined therein).

Removals and Suspension

TeamCare has no obligation to monitor Customer Data. Nonetheless, if TeamCare has determined or reasonably suspects that: (i) Customer Data may violate law, the rights of others or any provision of this Agreement; or (ii) Customer's use of the Products threatens the security or operation of the Products, then TeamCare may: [y] limit access to, or remove, the relevant Customer Data, or [z] suspend Customer's or any Authorized User's access to the relevant Products. TeamCare may also take any such measures where required by law, or at the request of a governmental authority. When practicable, TeamCare will give Customer the opportunity to remedy the issue before taking any such measures.

Verification

Upon reasonable prior written notice from TeamCare, Customer will provide TeamCare or its representatives with access to any records and systems reasonably necessary for TeamCare to audit Customer's and the Authorized User's compliance with the terms of this Agreement.

5. Customer Obligations

Disclosures and Rights

Customer must ensure it has made all disclosures and notices, and obtained all rights and consents, necessary for TeamCare to process, store and otherwise use Customer Data to provide the Products, the Support and Maintenance Services and as otherwise permitted under this Agreement.

Products Assessment

Customer is responsible for determining whether the Products meet Customer's requirements and any regulatory obligations related to its intended use. Customer is and shall remain solely liable for any losses resulting from (i) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (ii) the security and use of Customer's and its Authorized Users' access credentials; and (iii) all access to and use of the Products directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials.

Sensitive Health Information and HIPAA

The parties acknowledge and agree that the Customer Data may contain PHI (as defined in the Business Associate Agreement) that will be governed by the Business Associate Agreement, which is incorporated into this Agreement by reference.

Third-Party Products

Customer may choose to use the Products with third-party platforms or products, including offerings made available through the TeamCare ("Third-Party Products"). Use of such Third-Party Products with the Products may require access to Customer Data and other data by the third-party provider, which TeamCare will permit on Customer's behalf if Customer has enabled that Third-Party Product. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and, if Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. Customer is solely responsible for entering into and complying with any contractual agreement or other terms and conditions that are required by the provider of any Third-Party Product. TeamCare does not control and has no liability for Third-Party Products.

Ordering Process and Delivery

No Order is binding until TeamCare provides its acceptance, including by sending a confirmation email, providing access to the Products, or making license or access keys available to Customer. No terms of any purchase order or other business form used by Customer (or a Channel Partner) will supersede, supplement or otherwise apply to this Agreement or TeamCare. TeamCare will deliver license keys, access keys or login or other instructions for access to the Products directly to the Customer contact specified in Order.

6. Billing and Payment

Fees

If Customer purchases the Products directly from TeamCare, fees and any payment terms are specified in Customer's Order with TeamCare. If Customer purchases the Products through a Channel Partner, Customer must pay all applicable amounts directly to such Channel Partner, and Customer's order details (e.g., Products and Scope of Use) will be specified in the Order placed by the Channel Partner with TeamCare on Customer's behalf. If Customer fails to make any payment when due, TeamCare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law.

Renewals

Unless otherwise specified in an Order and subject to the Products continuing to be generally available, a Subscription Term will automatically renew at TeamCare's then current rates for: (i) if Customer's prior Subscription Term was for a period less than 12 months, another Subscription Term of a period equal to Customer's prior Subscription Term, or (ii) if Customer's prior Subscription Term was for 12 months or more, 12 months. Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term.

Increased Scope of Use

If Customer exceeds the Scope of Use purchased, unless otherwise agreed with TeamCare in writing, Customer must upgrade its subscription or pay for the increased Scope of Use. Unless otherwise specified in an applicable Order, TeamCare will charge Customer for any increased Scope of Use at TeamCare's then-current rates, which may be prorated for the remainder of the then-current Subscription Term.

Refunds

All fees and expenses are non-refundable, except as otherwise provided in this Agreement. For any purchases Customer makes through a Channel Partner, any refunds from TeamCare payable to Customer relating to that purchase will be remitted by that Channel Partner, unless TeamCare specifically notifies Customer otherwise at the time of refund.

Credit Cards

If Customer uses a credit card or similar online payment method for its initial Order, then TeamCare may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable. Credit card fees will apply.

Taxes

All fees and other amounts payable by Customer are exclusive of taxes and similar assessments that apply to Customer's Orders. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes of any kind imposed by any taxing authority on any amounts payable by Customer under this Agreement, other than any taxes imposed on TeamCare's income.

Suspension for Non-payment

TeamCare may suspend Customer's rights to use Products or receive Support and Maintenance Services if payment is overdue, and TeamCare has given Customer at least 10 days' written notice.

7. TeamCare Limited Warranties

Limited Performance Warranty

TeamCare warrants to Customer that the Products will operate in material conformity with the applicable Documentation during the applicable Subscription Term when accessed and used in accordance with this Agreement (the "Performance Warranty"). THE FOREGOING WARRANTY DOES NOT APPLY, AND TEAMCARE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY CUSTOMER DATA.

Limited Performance Warranty Remedy

If TeamCare breaches the Performance Warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, TeamCare will use commercially reasonable efforts to correct the non-conformity. If TeamCare determines such remedy to be impracticable or such breach extends for more than 60 consecutive days or for any 120 days in any 360-day period, either party may terminate the affected Subscription Term. TeamCare will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer's exclusive remedy and TeamCare's entire liability for breach of the Performance Warranty.

Exclusions

The Performance Warranty does not apply to: (i) the extent the issue or non-conformity is caused by Customer's unauthorized use or modification of the Products; (ii) unsupported releases of the Products; or (iii) any Third-Party Products.

Disclaimers

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND TEAMCARE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TEAMCARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), TEAMCARE MAKES NO WARRANTY OF ANY KIND THAT THE TEAMCARE IP, OR ANY PRODUCT OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8. Term and Termination

Term

This Agreement commences on the date Customer accepts it and expires when all Subscription Terms have ended.

Termination for Convenience

Customer may terminate this Agreement or a Subscription Term upon 30 days' notice to TeamCare for any reason; provided, Customer will not be entitled to any refunds, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination.

Termination for Cause

Either party may terminate this Agreement or a Subscription Term if the other party: (i) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (ii) ceases operation without a successor, or (iii) seeks protection under a bankruptcy, receivership, creditors' arrangement or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If Customer terminates this Agreement or a Subscription Term in accordance with this Section 8(c), TeamCare will refund to Customer any pre-paid, unused fees for the terminated portion of the Agreement or applicable Subscription Term.

Effect of Termination

Upon expiration or termination of this Agreement or a Subscription Term: (i) Customer's rights to use the applicable Products will automatically cease; (ii) Customer (and its Authorized Users) must immediately cease using or otherwise accessing the Products; and (iii) Customer must delete (or, on request, return) all license keys, access keys and any Product copies. Following expiration or termination, TeamCare will provide post-termination or expiration assistance services to the extent agreed upon by the parties (and for an additional cost to Customer) within 30 days of the date of termination or expiration.

Survival

These Sections survive expiration or termination of this Agreement: 2(b) (Restrictions), 5 (Customer Obligations), 6 (Third Party Products), 6(f) (Taxes), 7 (TeamCare Limited Warranties), 8(d) (Effect of Termination), 8(e) (Survival), 9 (Ownership), 10 (Customer Data; Analytics), 11 (Limitations of Liability), 12 (Indemnification by TeamCare), 13 (Confidentiality), 16 (General Terms) and 17 (Definitions).

9. Ownership

Products

The Products (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. As between Customer and TeamCare, (i) TeamCare exclusively owns all right, title, and interest (including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information), in and to the Products, any underlying software and all copies, improvements, updates, modifications and enhancements of the foregoing (including any changes which incorporate any Feedback) (collectively, the "TeamCare IP"); and (ii) Customer does not acquire any rights of ownership in any of the TeamCare IP.

Feedback

If Customer provides TeamCare with feedback about the Products ("Feedback"), TeamCare may use the Feedback without restriction whatsoever or compensation to any party. All Feedback is provided "AS IS".

Reservation of Rights

TeamCare reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party (including any Authorized User) any intellectual property rights or other license, right, title, or interest in or to the TeamCare IP.

10. Customer Data; Analytics

Use of Customer Data

TeamCare may copy, display, modify and use Customer Data as needed to provide the Products, the Support and Maintenance Services, as permitted or required in the Business Associate Agreement or as otherwise directed or permitted by Customer. Notwithstanding the preceding sentence, TeamCare may (i) use and disclose Customer Data as reasonably necessary to comply with applicable laws or in an attempt to prevent or respond to illegal conduct, fraud, abuse or a threat to the security or integrity of systems or data, including the Products; (ii) use Customer Data to derive or create benchmarking, transactional or performance information, and other forms of statistics or analytics on an aggregated and anonymized basis that may not reasonably be used on its own (or in conjunction with other data available from TeamCare) to distinguish or trace the identity of a Customer or its Authorized Users (collectively, "Analytics"); and (iii) use Customer Data to develop, train, or enhance artificial intelligence or machine learning models that are part of TeamCare's products and services, and Customer authorizes TeamCare to process its Customer Data for such purposes.

Ownership; License

As between TeamCare and Customer, Customer owns all right, title, and interest in and to the Customer Data. Customer hereby grants to TeamCare a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for TeamCare to provide the Products and the Support and Maintenance Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Analytics.

Analytics

As between TeamCare and Customer, all right, title, and interest in the Analytics, and all intellectual property rights therein, belong to and are retained solely by TeamCare. Customer agrees that TeamCare may (i) make the Analytics publicly available in compliance with applicable law, and (ii) use the Analytics to the extent and in the manner permitted under applicable law.

11. Limitations of Liability

Damages Waiver

IN NO EVENT WILL TEAMCARE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE, REGARDLESS OF WHETHER TEAMCARE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

General Liability Cap

IN NO EVENT WILL TEAMCARE'S AGGREGATE LIABILITY TO CUSTOMER (OR ANY OTHER PERSON) ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO TEAMCARE FOR THE PRODUCTS IN THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Nature of Claims and Failure of Essential Purpose

The Parties agree that the waivers and limitations specified in this Section 11 apply regardless of the form of action, and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

12. Indemnification by TeamCare

IP Indemnification

TeamCare shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Product, or any use of the Products in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; provided that Customer promptly notifies TeamCare in writing of such Third-Party Claim, cooperates with TeamCare, and allows TeamCare sole authority to control the defense and settlement of such Third-Party Claim. This Section 12(a) will not apply to the extent that the alleged infringement arises from: (i) use of the Products in combination with data, software, hardware, equipment, or technology not provided by TeamCare; (ii) modifications to the Products not made by TeamCare; (iii) Customer Data; or (iv) Third-Party Products.

Remedy

If a Third Party-Claim is made or appears possible, Customer agrees to permit TeamCare, at TeamCare's sole discretion, to (i) modify or replace the Product, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If TeamCare determines that neither alternative is reasonably available, TeamCare may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

Exclusive Remedy

This Section 12 (Indemnification by TeamCare) sets out Customer's exclusive remedy and TeamCare's entire liability regarding infringement of third-party intellectual property rights.

13. Confidentiality

Definition

From time to time during the term of this Agreement, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). TeamCare's Confidential Information includes the terms and conditions of this Agreement, the Products, any source code and technical or performance information about the Products, any non-public documentation provided by TeamCare and any new product information regarding the Products. Customer's Confidential Information includes Customer Data.

Obligations

Unless expressly permitted by the disclosing party in writing, the receiving party must: (i) hold the disclosing party's Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (ii) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose the disclosing Party's Confidential Information to its representatives having a legitimate need to know; provided it remains responsible for their compliance with this Section 13 and such representatives are bound to confidentiality obligations no less protective than this Section 13.

Exclusions

These confidentiality obligations do not apply to information that the receiving party can document (i) is or becomes public knowledge through no fault of the receiving Party; (ii) it rightfully knew or possessed prior to receipt under this Agreement; or (iii) it rightfully received from a third party without breach of confidentiality obligations. The receiving Party may disclose the disclosing party's Confidential Information if required by law, subpoena or court order; provided, if permitted by law, it notifies the disclosing Party in advance.

Remedies

Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13.

14. Publicity

TeamCare may identify Customer as a customer of TeamCare in its promotional materials. TeamCare will promptly stop doing so upon Customer's written request.

15. Compliance with Laws

Customer shall obtain any consents and any licenses or governmental approvals that may be necessary to permit Customer's activities under this Agreement. Customer shall at all times comply with all laws applicable to its business in connection with its performance under this Agreement, including applicable data protection laws (including the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA")), import and export compliance laws and regulations and anti-corruption laws, and will not give, offer or promise any item of value to any official, person or entity in violation of anti-corruption laws.

16. General Terms

Assignment

Customer may not assign any of its rights or delegate or subcontract any of its obligations under this Agreement without the prior written consent of TeamCare; provided, that Customer may assign this Agreement in its entirety (including all Orders) to its successor resulting from the sale of all or substantially all of Customer's assets so long as Customer provides TeamCare with prompt written notice of the assignment and the assignee agrees in writing to assume all of Customer's obligations under this Agreement. Any purported assignment or delegation in violation of this Section 16(a) is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under this Agreement. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

Governing Law, Jurisdiction and Venue

This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted under this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Wilmington, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Waiver of Jury Trial

Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and each party waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, or the transactions contemplated hereby.

Notices

Except as specified elsewhere in this Agreement, notices under this Agreement must be in writing and are deemed given: (i) when received by the addressee, if sent by a recognized overnight courier with receipt request, or (ii) on the date sent, if sending by email. All notices, consents and other communications under this Agreement must be in writing and if sent to TeamCare, sent to support@teamcaredental.com, and if sent to Customer, to the email address that is on file with TeamCare for the technical contact of Customer, which may be updated by Customer from time to time in Customer's account portal.

Entire Agreement

This Agreement, together with the Business Associate Agreement, Order and other documents referenced herein, constitutes the entire, complete and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply: (i) the Business Associate Agreement, (ii) this Agreement, (iii) the Order and (iv) any other terms.

Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement. On a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to achieve the intended commercial result of the original provision to the greatest extent possible.

Amendments

TeamCare may modify this Agreement (including the other documents incorporated herein, other than the Business Associate Agreement) from time to time, by posting the modified portion(s) of this Agreement on TeamCare's website. TeamCare must use commercially reasonable efforts to post any such modification at least thirty (30) days prior to its effective date.

Waiver

No waiver under this Agreement is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.

Subcontractors and Affiliates

TeamCare may use subcontractors in the performance of its obligations under this Agreement, but TeamCare will remain responsible for its overall performance under this Agreement and for having appropriate written agreements in place with its subcontractors to enable TeamCare to meet its obligations under this Agreement and the Business Associate Agreement.

Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

Export Restrictions

The Products may be subject to U.S. export restrictions and import restrictions of other jurisdictions. Customer must comply with all applicable export and import laws in its access to, use of, and download of the Products or any content or records entered into the Products. Customer must not (and must not allow anyone else to) export, re-export, transfer or disclose the Products or any direct product of the Products: (i) to (or to a national or resident of) any U.S. embargoed jurisdiction; (ii) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (iii) to any party that Customer has reason to know will use the Products in violation of U.S. export Law, or for any restricted end user under U.S. export Law.

17. Definitions

• "Authorized User" means any employee, agent, or third party (including a Channel Partner) that Customer authorizes to access or use the Products under the rights granted to Customer under this Agreement.
• "Authorized User Terms of Use Policy" means the Authorized User Terms of Use Policy available on the Website, as it may be modified by TeamCare from time to time.
• "Business Associate Agreement" means the HIPAA Business Associate Agreement between TeamCare and Customer.
• "Cloud Services" means access to the Software, with such accessibility being in a software-as-a-service format (as hosted by TeamCare on its or a third party's servers).
• "Customer Data" means, other than Feedback and the Analytics any electronic information, data and other content, in any form or medium, that is entered, uploaded or otherwise submitted by or on behalf of Customer or an Authorized User to the Product, including through Third-Party Products.
• "Documentation" means usage manuals, instruction materials and release notes for the Cloud Services and Software that are made available to Customer by TeamCare, if any, including through the Website, as the same may be amended by TeamCare from time to time.
• "Order" means TeamCare's ordering document, online sign-up or other ordering process that TeamCare enables specifying the Products to be provided under this Agreement, to the extent accepted by TeamCare.
• "Products" means the Cloud Services and Software made available by TeamCare in connection with an Order.
• "Scope of Use" means Customer's entitlements to the Products. Such entitlements may be based on: (a) number of licenses, (b) number and type of Authorized Users, or (c) other restrictions set forth in the Order.
• "Software" means the TeamCare Dental incentive and analytics platform software or applications made available by TeamCare for Customer to download (in a browser) as part of the Cloud Services.
• "Subscription Term" means the term for Customer's use of or access to the Products as identified in an Order.
• "Support and Maintenance Policy" means the TeamCare support offerings documentation available on the Website, as it may be modified by TeamCare from time to time.
• "Website" means https://teamcaredental.com/.

Contact Information

For questions about this Agreement, contact us at:

TeamCare Dental
Email: support@teamcaredental.com