The Service is provided by Patterson Dental Supply, Inc. and its affiliated companies (“Patterson”) to authorized users of Patterson’s Eaglesoft™ software (“Eaglesoft™”). The Service permits remote access to certain functions of Eaglesoft™.
User represents and warrants to Patterson, that the Service has been set up in accordance with the following requirements contained in the Eaglesoft™ Mobile Users Guide:
- An Internet connection in the office;
- Commercial antivirus software installed and configured;
- Commercial firewall installed and configured;
and that each time User uses the Service that (i) User is using the Service only for lawful purposes, (ii) User is an authorized user of Eaglesoft™ pursuant to a license agreement (the “Eaglesoft™ license”) between Patterson Dental Supply, Inc. and a licensee of Eaglesoft™ (the “Licensee”), (iii) User and Licensee are in compliance with the Eaglesoft™ license, (iv) if Licensee is party to the Eaglesoft™ Service Club or other Eaglesoft™ support agreement with Patterson (each a “Support Contract”), Licensee is in compliance with the payment and other terms, (v) Licensee is in compliance with the payment and other terms of the subscription agreement, if any, for the Service (the “Subscription Contract”), and (vi) all information provided by User when registering for the Service was accurate.
User agrees (i) to permit access to patient records only as authorized by applicable law and otherwise to use the Service only for lawful purposes and in compliance with all applicable laws, including privacy and data collection laws, (ii) to notify Patterson of all changes necessary to ensure that the information provided by User when registering for the Service remains accurate and complete, (iii) to take no action that might compromise the security of the Service, render the Service inaccessible to others, or otherwise cause damage to the Service or interfere with the rights of Patterson or third parties, (iv) to maintain the confidentiality of User’s username and password for the Service, (v) to use the Service only for permitted uses described in Section 2 and otherwise in accordance with the Terms and the applicable Eaglesoft™ license, (vi) not to frame, link to, or create derivative works based on the Service, except as expressly authorized in the Terms, (vii) not to post, upload or otherwise transmit any content (“User Content”) that is misleading, threatening, abusive, hateful, or racially or ethnically objectionable, or that User does not have a right to post, upload or transmit, or that otherwise infringes the rights of any third parties, (viii) to pay the fees, if any, payable for the Service, and (ix) that User’s use of the Service is solely for professional purposes and not for User’s personal, household or family purposes.
The Service is the property of Patterson or its licensors, and is protected by state, federal and international copyright, trademark and other intellectual property laws. No reproduction, distribution, or transmission of copyrighted materials is permitted without the written permission of Patterson, except as expressly authorized by the Terms.
PATTERSON MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SERVICE. PATTERSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SERVICE AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SERVICE. PATTERSON DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
IN NO EVENT WILL PATTERSON BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, HOWEVER CAUSED, ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SERVICE, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SERVICE, (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SERVICE, EVEN IF PATTERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF USER IS DISSATISFIED WITH THE SERVICE, OR WITH THE TERMS, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PATTERSON’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED FEES PAID BY SUBSCRIBER FOR THE SERVICE DURING THE TWELVE MONTHS PRECEDING THE DATE SUBSCRIBER PROVIDES NOTICE TO PATTERSON OF ANY CLAIM, DEMAND, ACTION OR SUBSCRIBER DAMAGE OF ANY KIND.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN SUCH STATES, PATTERSON’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL, IN NO EVENT, EXCEED $100.
User shall indemnify, defend and hold Patterson and its affiliates, officers, directors, employees and agents harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including reasonable attorney’s fees) resulting from (i) User’s use of the Service, (ii) User’s failure to comply with any provision of the Terms, or (iii) any representation of User that is false in any material respect. Patterson reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User agrees to cooperate with Patterson in asserting any available defenses. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Patterson and/or its affiliates, officers, directors, employees and agents.
By Patterson. Patterson may terminate User’s access to the Service, in whole or in part, (i) immediately and without prior notice if the Eaglesoft™ license, Support Contract or Subscription Contract terminates for any reason, User fails to comply with any provision of Section 4, any representation of User to Patterson is false in any material respect, or User or Licensee fails to pay when due any amount owing to Patterson;or (ii) immediately and without further notice if User, any other authorized user of the Eaglesoft™ software or Licensee otherwise fails to comply with any provision of the Terms or the Eaglesoft™ license, which failure continues for fifteen (15) days following notice from Patterson. Patterson may discontinue the Service or terminate User’s access to the Service with or without cause at any time upon thirty (30) days’ notice to User.
By User. A User authorized to use Eaglesoft™ pursuant to a Subscription Agreement may discontinue use of the Service at any time by calling Patterson at 800-294-8504. A User authorized to use Eaglesoft™ pursuant to a Support Contract need not provide notice to Patterson upon discontinued use of the Service.
Consequences of Termination. Upon any cancellation or termination, whether by User or Patterson, (i) Patterson has no obligation to refund any pre-paid fees or return any User Content, and (ii) User and/or Licensee remains obligated to pay all fees incurred prior to the cancellation or termination. The disclaimers and limitation of liability set forth in the Terms shall survive termination.
User agrees that notice posted on the Eaglesoft™ Mobile website, by Eaglesoft™ communication feeds, or by email to the email address furnished by User when registering for the Service, as subsequently updated by User, constitutes effective notice for all purposes. User shall be solely responsible for updating User’s registered email address. If prior notice is required, unless the Terms expressly provide for a longer period, User agrees that ten days’ advance notice shall be reasonable for all purposes. Actual notice by telephone or other means shall be effective upon receipt by User.
Patterson shall not be liable for any delay or failure due to any cause beyond its control, including, without limitation, restrictions of law, regulations, orders or other government directives, labor disputes, acts of God, acts of third party vendors or suppliers, or mechanical or electrical breakdowns
The Terms shall be governed by and construed in accordance with the laws of the State of Minnesota and the federal laws of the U.S.A. applicable therein, without giving effect to any principles or conflicts of law. User submits to the non-exclusive jurisdiction of the state and federal courts presiding in Ramsey County, Minnesota, over any action relating to the Service.
Any User located outside the United States consents to having User’s data and other User Content transferred to and processed in the United States.
The Terms constitute the entire agreement between User and Patterson with respect to the subject matter contained in the Terms and supersede all previous and contemporaneous agreements and communications, whether written or oral. If any provision of the Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions. Failure to insist on strict performance of any provisions of the Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver of any provision of the Terms will be valid unless in writing and acknowledged in writing or electronically by both parties. Any rights not expressly granted herein are reserved by Patterson.