My Practice My Business Agreement
This Agreement governs your purchase of a subscription to and use of My Dental Stats and/or My Dental Docs. The parties agree as follows:
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING OUR SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND YOUR AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
DEFINITIONS
"Agreement" means this My Dental Stats / My Dental Docs Agreement.
"Service" or "Services" means access to or use of My Dental Stats and/or My Dental Docs.
"Subscriber Data" means any data uploaded into the Service, or otherwise provided for processing by the Service, by or on behalf of you in accordance with this Agreement.
"We" or "Us" or "Our" means My Practice My Business, LLC.
"You" or "Your" or "Subscriber" means the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.
USE OF THE SERVICE
Subject to the terms and conditions of this Agreement, we grant to you a limited, non-exclusive, non-transferable right during the term of this Agreement to use the Service solely in connection with your dental practice. You will not share, provide, disclose, or make the service available to any third party.
You will not copy, reproduce or create derivative works of any document, graph, image or other component of the Service.
As part of the Service, we may provide you software, which you may install on your computer system to upload Subscriber Data into the Service. You are solely responsible for the accuracy and content of Subscriber Data. You acknowledge that we have no obligation to monitor or backup or provide back to you any Subscriber Data uploaded to our Service.
We do not endorse the products displayed in the Service as being suitable for treatment of any specific dental conditions. Product use is at the sole discretion and liability of the subscriber.
We are not responsible for the availability, accuracy, or appropriateness of any information you may access using the Service.
PRICES AND PAYMENT TERMS
Prices payable for the Service are those agreed to in this agreement, unless otherwise expressly agreed to in writing. Prices, unless stated otherwise, are in U.S. dollars.
Payment for Service is due on the day the service is enabled, or the first day after the expiration of any free trial period; and thereafter on the first day after the end of each billing cycle. Except as provided in this agreement, payments are non-refundable.
We will automatically charge your designated credit card every billing cycle unless you cancel the Service using the procedures outlined in this agreement. Non-use of or non-payment for the Service does not constitute cancellation of the Service, nor does it remove your ongoing obligation to pay applicable fees.
We are not responsible for any charges or expenses (such as for overdrawn accounts or exceeding credit or debit card limits) resulting from charges billed by us. You agree to maintain valid and current credit card account information on file with us during the term of this agreement.
We reserve the right to change our fees or billing methods at any time. We will post any such changes on the Site at least 30 days before they take effect.
Delinquent accounts may be suspended or canceled at our sole discretion; however, charges will continue to accrue until the Service is properly canceled. We may impose an additional charge to reinstate suspended or canceled Service. We will assess an additional 1.5% per month late charge (or the highest amount allowed by law, whichever is lower, with a minimum charge of $1.00) if your payment is 30 days past due. That amount is due immediately upon assessment. You are liable for any costs, including attorney and collection fees, we may incur in collecting any balance from you. You waive your right to dispute any billing problem or discrepancy unless you notify us of the problem in writing at the address shown on our website within 30 days after (a) an indication of the problem first appears on your bank or credit card statement, or (b) you receive the disputed invoice or statement from us, whichever occurs first.
TERMINATION AND CANCELLATION
Either you or us may terminate or cancel your Service at any time. You understand and agree that the cancellation of your Service is your sole right and remedy with respect to any dispute with us. This includes any dispute related to, or arising out of: (a) any term of this Agreement or the enforcement or application of this Agreement; (b) any policy or practice of ours, including the privacy policy and our security practices, or the enforcement or application of these policies or practices; (c) your ability to access or use the Service; and (d) the amount or type of, or changes to, fees, surcharges, applicable taxes, or billing methods. All provisions of this Agreement that by their nature are intended to survive termination will remain in force and continue to be binding on you if your account is terminated or cancelled for any reason.
You may cancel your account through written or telephone request. Cancellation will be effective within five (5) days after the cancellation request is received. We will process your cancellation request and send you e-mail confirmation of the cancellation.
If you provide any information, or we reasonably suspect you have provided any information, that is untrue, inaccurate, or incomplete, we may terminate your account and refuse all access to or use of the Service and the Site. You agree that your right to use the Service is personal to you, and you may not resell, assign, or make any commercial or unauthorized personal use of the Service or its content or information.
YOUR REPRESENTATIONS
You represent that you have the right, power, legal capacity, and authority to enter into, and perform all obligations under this Agreement. You also represent that information provided by you when placing your order for services is accurate and sufficient for us to fulfill your order for subscription. By using the Service, you agree to comply with the terms of this Agreement.
ACKNOWLEDGEMENT AND ACCEPTANCE
Our acceptance of your order for subscription takes effect by us commencing services and accepting your credit card or other payment. We may reject your order without liability if we are unable to process or fulfill it. If this is the case, we will refund any applicable prior payment that you have made.
PASSWORD SECURITY
You are solely responsible for your use of the Service. You must keep your user name and password confidential so that no one else may access the Sites through your account. You must notify us immediately upon discovering any unauthorized use of your account or if you believe your user name or password has been compromised.
PRIVACY
We will not sell, exchange, or release your personal information to any third party without your permission, except as required by law or by court or governmental order, as permitted in the Privacy Policy, or as you have otherwise agreed. We may share or publicly disclose compiled, aggregated information about Users that does not contain personally identifiable information. Our full Privacy Policy is always available on the Site with the date of the last change noted.
LIMITATION OF WARRANTIES AND LIABILITY; DISCLAIMER OF WARRANTIES
Except as expressly provided in this agreement, we make no express warranties, disclaims and implied warranties, including warranties of title, non-infringement, merchantability and fitness for a particular purpose, regarding any information or service provided. No statements made, or advice or information given, by us, our representatives, or any mentor or user will create a warranty.
Your use of the service is at your sole risk. The Service is provided on an "as-is" and "as-available" basis. We do not warrant that the Service will be uninterrupted, error-free, or free of viruses or other harmful components.
We, our employees and agents, are not liable for any costs or damages arising directly or indirectly from your use of the Service or the internet, including any indirect, incidental, exemplary, multiple, special, punitive, or consequential damages. Our cumulative liability to you for all claims relating to use of the Service will not exceed the total amount you have paid for the Service.
We will have no liability whatsoever for any claims, losses, actions, damages, suits or proceedings resulting from: other users accessing your computer; security breaches; eavesdropping; denial of service attacks; interception of traffic sent or received using the service; your reliance on or use of the service, or the mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, transmissions, or any failure of performance of the service; the use of the service by you or a third party that infringes the copyright, patent, trademark, trade secret, confidentiality, privacy or other industrial or intellectual property rights, proprietary rights or contractual rights of us or any third party; the
accuracy, completeness and usefulness of all services, products, and other information; or the quality and merchantability of all merchandise provided through the service or the internet.
To the fullest extent allowed by applicable law, the foregoing limitations apply to the acts and omissions (including negligence and gross negligence) of us and our officers, employees, agents, contractors or representatives that, but for this provision, would give rise to a cause of action against us in contract, in tort, or under any other legal doctrine. Your exclusive remedies under this agreement are as expressly set out in this agreement. We would not be able to provide the service to you without such limitations.
INDEMNIFICATION
You agree to defend, indemnify, and hold us and our subsidiaries, employees, contractors, officers, directors harmless from all liabilities, claims, and expenses, including attorney fees, arising out of any breach by you of this Agreement or your use of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to your indemnification. In that event, you will have no further obligation to provide a defense for us in that matter. In no event will you compromise, settle, or resolve any claim against us without our prior written consent.
JURISDICTION; LIMITATION OF ACTIONS
This agreement will be governed by the laws of the state of Utah without regard to its conflicts of laws provisions, except as Utah law may be preempted by the laws of the United States. You consent to the jurisdiction of the courts of the state of Utah, or the courts of the united states of America located in the state of Utah, with venue in Salt Lake county, as the sole forum to resolve any dispute arising out of this agreement or your use of the service. You agree that regardless of any statute of limitations or other law to the contrary, any claim or cause of action arising out of or related to this service agreement or the use of the service must be filed within one (1) year after such claim or cause of action arises, or be forever barred. To the fullest extent permitted by law, you waive your right to a jury trial in any litigation arising out of this agreement or your use of the service.
FORCE MAJEURE
We shall have no liability for delays, failures or damages caused by factors beyond our reasonable control, including (without limitation) changes in government regulations, acts of God, labor shortages, strikes, slowdowns, or other acts of workmen, fires, floods, earthquakes, severe weather, serious accidents, explosions, lightning, pest damage, power surges or failures, epidemics, quarantines, wars, insurrections or riots, acts of civil or military authorities, transportation embargoes, shortages or interruptions in delivery of components and materials, acts or omissions of communications carriers, Internet inaccessibility or failure and delays by our suppliers.
TRADEMARK AND COPYRIGHT LEGAL NOTICES
Trademarks or registered trademarks are the property of their rightful owners. By placing them on this website, we do not grant any license or other authorization to use any trademarks, registered trademarks, copyrightable material, or other intellectual property.
SEVERABILITY
The provisions of this Agreement are severable. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of the remaining provisions and each provision will be enforced to the fullest extent allowed by applicable law.
NO THIRD-PARTY BENEFICIARIES
This Agreement is made for the exclusive benefit of, and is binding upon, us and the Member, and their respective heirs, successors, and assigns. No other person or entity will have any interest under this Agreement or be classified as a third-party beneficiary.
ENTIRE AGREEMENT
This Agreement constitutes your entire agreement with us and governs your use of the Service. It supersedes all previous or contemporaneous representations or agreements, written or oral, regarding your use of the Site or the Service. You may be required to accept other agreements, which supplement this Agreement, in order to purchase or use certain features or products offered on this Site. As long as you access, use, or subscribe to the service on this site you will automatically be bound by the provisions of this agreement, which supersede any previous end user service agreement or similar agreement with us.
HIPAA BUSINESS ASSOCIATE AGREEMENT
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING OUR SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. 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 AND YOUR AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
DEFINITIONS
"Agreement" means this HIPAA Business Associate Agreement.
"Service" or "Services" means access to or use of My Dental Stats and/or My Dental Docs.
“Business Associate” means My Practice My Business, LLC.
"Covered Entity" means the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.
“The Parties” or “Parties” means the Business Associate and the Covered Entity collectively.
WHEREAS, Covered Entity is a “covered entity” as defined in the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (“HIPAA”), and as described in the Health Information Technology for Economic and Clinical Health Act (“HITECH”) provisions of the American Recovery and Reinvestment Act of 2009 (“ARRA”); and
WHEREAS, Business Associate provides certain services (the “Services”) for Covered Entity under the terms of that certain Management Agreement dated the date hereof, the performance of which involves exposure to certain Protected Health Information, as defined in 45 CFR 160.103 and limited to the information created or received by Business Associate from or on behalf of Covered Entity (“PHI”); and
WHEREAS, HIPAA requires that Covered Entity enter into written agreements with its business associates in order to regulate the use and disclosure of certain protected health information of Covered Entity; and
WHEREAS, Covered Entity and Business Associate agree to enter into this Agreement under the terms and conditions set forth herein to meet the applicable requirements for such business relationships under HIPAA.
NOW THEREFORE, for and in consideration of these premises, the Parties’ other mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are forever acknowledged and confessed, the Parties hereto acknowledge, covenant, and agree as follows:
1. Obligations of Business Associate
1.1. Permitted Uses and Disclosures of PHI. Business Associate shall use and disclose any PHI it may receive from Covered Entity only to perform the Services and carry out the obligations of Business Associate under the Agreement, and in accordance with applicable federal and state laws, including but not limited to HIPAA. Business Associate may also use or disclose PHI for the proper management and administration of the Business Associate, for data aggregation services, or to carry out its legal responsibilities if such disclosure is required by law or if (i) the Business Associate obtains reasonable assurances from the person or entity to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed, and (ii) the person or entity agrees to notify the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. Business Associate shall not use or further disclose PHI other than permitted or required by this Agreement or as otherwise required by law.
1.2 Safeguards. Business Associate shall implement and use appropriate administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the PHI and prevent the use or disclosure of PHI other that as set forth in this Agreement or as permitted or required by law. Business Associate agrees to notify Covered Entity in the event of any breach of unsecured PHI held by or under the control of Business Associate, including the identity of the affected individual(s) and all other relevant information, within three (3) business days of becoming aware of such breach. Unless the context of the relationship specifically requires otherwise, the parties disclaim any agency relationship between Covered Entity and Business Associate.
1.3 Reporting Disclosures of PHI. In the event Business Associate, its agents, employees or contractors use or disclose PHI in violation of this Agreement, Business Associate shall report such use or disclosure to Covered Entity as soon as Business Associate becomes aware of such violation, including the circumstances surrounding the use or disclosure and a description of the PHI inappropriately used or disclosed. Business Associate shall report to Covered Entity any security incident of which it becomes aware.
1.4 Mitigation of Harmful Effects. Business Associate shall establish procedures for mitigating harmful effects of any improper use or disclosure of PHI that Business Associate reports to Covered Entity.
1.5 Third Party Agreements. Business Associate shall require all of its subcontractors and agents that receive, use or have access to PHI under this Agreement to agree in writing to adhere to the same restrictions and conditions applicable to the use or disclosure of such PHI as required herein.
1.6 Access to Information. Within ten (10) business days of a request by Covered Entity for access to PHI about an individual contained in a Designated Record Set (as defined in 45 C.F.R. 164.501) in Business Associate’s possession, Business Associate shall make available to Covered Entity such PHI for so long as such information is maintained in the Designated Record Set by Business Associate. In the event any individual requests access to his or her own PHI directly from Business Associate, Business Associate shall forward such request for access to PHI Covered Entity upon receipt of same. Business Associate shall reasonably cooperate with Covered Entity to provide an individual, at Covered Entity’s written direction, with access to the individual’s PHI in Business Associate’s possession within ten (10) business days of Business Associate’s receipt of written instructions for same from Covered Entity. Any denials of access to PHI requested shall be the responsibility of Covered Entity.
1.7 Amendment of PHI. Business Associate agrees to make PHI in a Designated Record Set available for amendment and to incorporate any appropriate amendments at the direction of and in the time and manner designated by Covered Entity. Business Associate further agrees to forward any request for amendment of PHI made by an individual to Covered Entity upon receipt of such request, and take no action on such request until directed by Covered Entity.
1.8 Accounting of Disclosures. Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528 and to provide Covered Entity with an accounting of such disclosures in the time and manner designated by Covered Entity. Business Associate further agrees to forward any request for an accounting of disclosures of PHI made by an individual to Covered Entity upon receipt of such request. To the extent Business Associate maintains PHI in an electronic health record, Business Associate agrees to account for all disclosures of such PHI upon the request of an individual for a period of at least three (3) years prior to such request (but no earlier than the effective date of this Agreement), as required by HITECH; such accounting shall be directly to the individual if requested by Covered Entity.
1.9 Access to Books and Records. Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Secretary of the Department of Health and Human Services for purposes of determining compliance with the requirements of HIPAA.
1.10 Obligations under ARRA. Business Associate acknowledges that it is subject to the security and data breach provisions of HIPAA and agrees to abide thereby. Business Associate also agrees to abide by all of the privacy provisions set forth in Title XIII, Subtitle D of ARRA, including without limitation restrictions on marketing and requirements relating to limited data sets and minimum necessary disclosures.
2. Obligations of Covered Entity

2.1 Notice of Privacy Practices. Covered Entity agrees to provide Business Associate with a copy of Covered Entity’s “Notice of Privacy Practices,” required to be provided to individuals in accordance with 45 CFR 164.520, as well as any subsequent changes to such notice.
2.2 Changes to or Restrictions on Use or Disclosure of PHI. Covered Entity will provide Business Associate with any changes to, or revocation of, permission to use or disclose PHI if such changes affect Business Associate’s permitted or required uses or disclosures. Covered Entity will further notify Business Associate of any restriction to the use or disclosure of PHI agreed to by Covered Entity in accordance with the provisions of 45 CFR 164.522, and any restriction requested by an individual which Covered Entity is required to comply with in accordance with the provisions of HITECH.
2.3 Requested Uses or Disclosures of PHI. Covered Entity shall not request Business Associate to use or disclose PHI in any manner inconsistent with state or federal law.
3. Term and Termination
3.1 Term. This Agreement shall be deemed effective on the Effective Date and shall continue in effect until all obligations of the Parties have been met, unless otherwise terminated under the terms and conditions set forth herein.
3.2 Termination for Cause. Upon Covered Entity’s knowledge of a material breach of this Agreement by Business Associate, its agents or subcontractors, this Agreement and any underlying services agreement may be immediately terminated by Covered Entity, as provided under 45 CFR 164.504(e)(2)(iii). At its option, Covered Entity may choose to (i) provide Business Associate with written notice of the existence of a material breach of this Agreement; and (ii) permit Business Associate to cure the material breach upon mutually agreeable terms. In the event Business Associate is afforded an opportunity and fails to cure the breach in accordance with such mutually agreeable terms, this Agreement and any underlying services agreement may be immediately terminated at the option of Covered Entity. In the event Covered Entity violates its obligations under HIPAA in a manner related to this Agreement, Business Associate shall provide Covered Entity with notice of such breach; if Covered Entity does not cure such breach within a reasonable period of time, Business Associate may terminate this Agreement.
3.3 Effect of Termination. Upon termination of this Agreement, Business Associate shall return or destroy all PHI created or received by Business Associate, its agents and subcontractors to the extent feasible, without retaining any copies of such PHI. If Business Associate and Covered Entity mutually agree that return or destruction of the PHI is not reasonably feasible, Business Associate agrees to extend the protections of PHI under this Agreement and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible.
4. Miscellaneous Provisions
4.1 Definitions and Interpretation. All words used herein but not defined herein shall have the meanings set out in HIPAA, and this Agreement shall be interpreted in such a fashion as to cause the parties to be in compliance with HIPAA
4.2 Assignment. Neither party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other party, and any such attempted assignment shall be void.
4.3 Amendment. This Agreement shall not be modified or amended except by a written document executed by each of the parties to this Agreement, and such written modification or amendment shall be attached hereto.
4.4 Waiver of Provisions. Any waiver of any terms and conditions of this Agreement must be in writing, and signed by both Business Associate and Covered Entity. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions of the Agreement.
4.5 Parties In Interest; No Third-Party Beneficiaries. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, legal representatives, successors and permitted assigns of the parties to this Agreement. Neither this Agreement nor any other agreement contemplated in this Agreement shall be deemed to confer upon any person not a party to this Agreement any rights or remedies contained in this Agreement.
4.6 Governing Law. This Agreement, the rights and obligations of the parties hereto, and the entire relationship between the parties relating hereto shall be governed by and construed and enforced in accordance with the substantive laws (but not the rules governing conflicts of laws) of the state of Utah.
4.7 Notice. Whenever this Agreement requires or permits any notice, request, or demand from one party to another, the notice, request, or demand must be in writing to be effective and shall be deemed to be delivered and received (i) if personally delivered or if delivered by email, facsimile or courier service, when actually received by the party to whom notice is sent or (ii) if delivered by mail (whether actually received or not), at the close of business on the third business day next following the day when placed in the mail, postage prepaid, certified or registered, addressed to the appropriate party.
4.8 Authorization. The Parties executing this Agreement hereby warrant that they have the authority to execute this Agreement and that their execution of this Agreement does not violate any bylaws, rules, or regulations applicable to them.
4.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
