The following terms and conditions govern the products being sold and services rendered by Direct Dental Source (“DDS”) for the Client. Upon the Client’s signature on the Agreement, the Client and DDS shall be bound by these terms and conditions. The Agreement and these terms and conditions collectively constitute the agreement for the purchase and sale of products and services (the “Agreement”). The products and services
being provided to the Client are outlined in the Agreement and are referred to herein as the “Project.”
DDS values your privacy and will never sell your private information.
DDS delivers email marketing services to healthcare offices in the United States.
Term and Termination:
DDS works on a contract basis. There are no monthly contracts with DDS and services are rendered once payment is made.
Charges, Taxes, and Payment Terms:
Client agrees to pay for creative work and any other additional services provided by DDS unless otherwise agreed to in writing by both parties (“Additional Work”). No refunds of any fees or charges paid by Client will be made, except as may be expressly stated on the Agreement.
All payments are due before services are rendered. DDS does not guarantee or warranty partner services.
Client Representations for All Products and Services Offered by DDS:
Client makes the following representations and warranties for the benefit of DDS:
Client represents to DDS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to DDS are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend DDS and its subcontractors, agents, employees, insurers, and assigns from any claim or suit arising from the use of such elements furnished by Client. Client represents that all licenses and certifications that Client is advertising are in good standing with the appropriate governing agencies and licensing boards.
If the creation and production of video(s) is part of the Project, DDS will produce and create video(s) for airing on media outlets and/or the Client’s website, as detailed in the Agreement. Once video is paid for, the Client owns the video.
Indemnity and Limitation of Liability:
Client agrees to defend, indemnify, and hold DDS, its officers, directors, employees, agents, and successors harmless from and against any and all claims, suits, expenses, costs, losses, and liability that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Project performed on behalf of Client, Client’s website(s) or contents therein, Client’s conduct, acts or omissions, or any alleged or proven breach by Client of any term, condition, agreement, representation, or warranty herein, including reasonable attorneys’ fees and associated costs and expenses, consequently, directly or indirectly arising out of: (1) the content of any website; (2) any act or omission of Client; (3) any written content, animation, video, or audio content, photographs, materials, software, or technology supplied by Client; or (4) any Claim arising from a Claim which is brought, made, or levied against DDS, including, without limitation, a claim that the website or any part thereof or any advertisement or other broadcast message shall constitute or cause a disclosure of protected health information in violation of Health Insurance Portability and Accountability Act of 1996 (HIPAA), as further described in section below.
In addition to, and without in any way limiting any other warranty or representation made by Client herein, Client warrants and represents that the existence, content, and operation of its website are in compliance with the provisions of HIPPA, and in particular, the HIPAA Privacy Rule (45 CFR Part 160 and Subpart A and E of Part 164). Accordingly, Client specifically warrants that it does not and shall not disclose “protected health information” (as that term is defined by HIPAA) of any person, except as may be expressly permitted in accordance with the provisions of HIPAA, whether on its website or otherwise.
Neither party will be liable for, or will be considered to be in breach of, or in default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control, and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
Client understands that DDS may modify its standard terms and conditions and service offerings from time to time and that DDS reserves the right to adjust the pricing of such services, effective upon the next automatic renewal date of the affected services, after no less than thirty (30) days advance written notice to Client.
This Agreement, with any other materials, documents, understandings, or agreements incorporated by reference herein, and any exhibit, schedule, or other supplementary document attached hereto, constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
Read and Understood:
Each party to this Agreement acknowledges that it has read and understands this Agreement and agrees to be bound by its Terms and Conditions.
Acceptance of these Terms and Conditions:
By paying DDS and its partners, Client represents that the Client has read and understands these Terms and Conditions and expressly accepts these Terms and Conditions, which are incorporated into the Agreement.