Terms of Service – FollowApp Care

Please read carefully before signing up. The following terms of service (“Terms of Service”) govern your use of the FollowApp Care platform (the “Platform”) and the FollowApp Care web-based Safety Protocol (“Service”), to protect both clinic staff and patients with automated predefined pre and post-visit check-ins accessed through the Site and operated by FollowApp Care (“FollowApp” or “we”).

Account and Use of Service

By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you are entering into these Terms of Service on behalf of an entity (“Customer”), you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” mean such entity. You represent and warrant that you have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside.

If you do not agree to these Terms of Service, you may not use the Site or the Service. FollowApp expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you through your User Account or in the Service itself. The modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service.

User Account and Password

In order to access and use all of the features of the Service, you are required to open an account (“User Account”) by registering with FollowApp. When you register for your User Account you must provide true, accurate, current and complete information (“Account Information”), and you agree to update the Account Information in order to ensure that it is current. Upon proper registration and opening of a User Account, and subject to all of the terms and conditions of these Terms of Service, FollowApp hereby grants to you the personal, non-transferable right and license to use the Service, solely for your own internal business purposes, until such time as either you or FollowApp elect to terminate such right in accordance with these Terms of Service. Upon registration on the Site, you will provide FollowApp with a password to access your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify FollowApp of any suspected or actual unauthorized use of your User Account. You agree that FollowApp will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

Fees and Payment

The Service shall commence on the date of the digital approval of this agreement and shall run for a limited Free Trial Period and the initial term, as agreed in the “Subscription Offer”. At the end of the Initial Term this Agreement shall automatically be renewed. Pricing reviews anticipated to be conducted annually, with you receiving no less than 90 days’ notice of any changes to fees. Payments will be collected along the last week prior to the renewed term if registered by Direct Debit or on the monthly defined date if registered by card details. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage (e.g. number of clinics, users, patients and/or SMS) in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use selected features of the Service for the “Free Trial Period” defined in the “Subscription Offer”. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service unless you pay for the Service. Promotional pricing and free trials cannot be combined with other offers.

Refunds, Upgrading and Downgrading

Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. FollowApp does not accept any liability for such loss.

Cancellation and Termination

You can cancel your User Account at any time by submitting this form. An email or phone request to cancel your User Account before the last week of your current prepaid subscription period, your cancellation will take effect at the end of it, and you will not be charged again; if the cancelation comes within the last week, you will be charged also the next subscription period. Please note that we do not provide refunds for unused time in the last billing cycle. FollowApp may terminate or suspend your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We will always try first to resolve any issues within a reasonable timeframe, except for where we feel that you are not complying with these terms or we need to protect the safety and security of our customers and the FollowApp services. If we do this, we will provide you with the reason for termination as soon as is practically possible. If we terminate your User Account without cause, we will refund a prorated portion of your prepaid term. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service. Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. If you do not log in to your User Account for 12 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it.

Ownership

Any intellectual property in the FollowApp services and platform (including any modifications) will be owned by FollowApp. You retain all intellectual property rights in: (i) your trademarks and logos; (ii) any data that you provide to us (for example in relation to patients) (this data shall be the “User Data”). You give us a non-exclusive, non-assignable and royalty free license to use this intellectual property in order to provide the services to you as part of the project. We may also use User Data for analytic purposes in order to understand and improve our services on a perpetual basis, however this would always be anonymised data only. We retain all intellectual property rights in: (i) the FollowApp platform and services including any modifications; (ii) our trademarks and logos; (iii) any new data that is collected from patients; (iv) any content generated or entered as part of the FollowApp services (this data shall be the “New Data”). We give you a non-exclusive, non-assignable licence to use this intellectual property in order to receive the services in exchange for the fees. Please note that we will continue to provide you with a non-exclusive, non-assignable and royalty free license for you to use the New Data, following termination of the FollowApp services, to update your patient medical records and personal details only.

Suggestions

You hereby grant to FollowApp a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other FollowApp offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to FollowApp that is related to the Site and/or the Service.

Data

Data protection laws apply to any personal data processed as part of the service and each party agrees that it will comply with all applicable laws relevant to it. By signing this agreement, you enter into FollowApp’s standard Data Processing Agreement (DPA), (a copy of which is available at www.followapp.care/data-processing/) to the extent required under the General Data Protection Regulations (EU Regulation 2016/679). The Data Processing Agreement (DPA) may be updated from time to time in accordance with GDPR. In relation to any such data;

User Data

You will retain ownership of any data, information or material originated by you that you transmit through the Service (“User data”). You shall be solely responsible for the accuracy, quality, content and legality of User Data, the means by which User Data is acquired and the transmission of User Data outside of the Service. You will be the data controller and we shall be a data processor in relation to the User Data. It is your responsibility to ensure that you have all relevant consents and permissions for you and us to collect and process any User Data as part of this project, in order to comply with relevant data protection legislation and guidance. In relation to the User Data, FollowApp agrees to: (i) process the User Data only for the purposes of providing you with the FollowApp services and in accordance with your reasonable instructions from time to time; (ii) not to modify, amend or alter the contents of the User Data or disclose or permit the disclosure of any of the User Data to any third party except to provide you with the FollowApp service or if specifically authorized by you in writing; (iii) take reasonable steps to ensure the reliability of all its employees who have access to the User Data; (iv) take appropriate technical and organizational measures to protect the User Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure; (v) notify you if FollowApp receives a data subject access request, complaint or request relating to your data protection obligations or any other communication relating to the processing of the User Data, and to provide you with full co-operation and assistance in relation to the same; (vi) not publish, disclose or divulge any of the User Data to any third party unless directed to do so in writing by you; (vii) ensure that only those personnel who need to have access to the User Data are granted access to such data and only for the purposes of providing you with the FollowApp services and that those personnel are informed of the confidential nature of the User Data; and (viii) not to transfer the User Data outside of the European Economic Area without your prior written consent.

New Data

We will both be data controllers (in common) of any New Data that is processed as part of the Service. Each of us will be responsible for ensuring our own compliance with relevant data protection laws in relation to any processing of the New Data.

Aggregated and/or Anonymized Data

Notwithstanding anything to the contrary set forth herein or otherwise, FollowApp will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Data and data derived therefrom), and to aggregate and/or anonymize all such data and information. FollowApp will be free at any time to: (i) use such information and data to improve and enhance FollowApp’s offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.

Prohibited Conduct

You agree not to use the Site or the Service for: (i) impersonating another person; (ii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iii) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or FollowApp’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (6) transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Site’s, the Service’s or FollowApp’s system or network security may result in civil or criminal liability. In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to FollowApp; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license or assign the Service or use the Service for the operation of a service bureau or timesharing service.

Liabilities

FollowApp’s liability to you will be limited to the amount of fees which you have paid to FollowApp for the FollowApp services or as specified in the call-off agreement and agreed between the parties, and that we are not liable to you for any loss which is indirect or a side effect of your main loss or damage and which we and you could not anticipate nor expect to happen when you started using the FollowApp services, for instance if you lose revenue or salary, profit, opportunity or reputation. You hereby irrevocably agree to indemnify, defend and hold FollowApp, its employees, agents or subcontractors harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations or warranties contained in these Terms of Use and/or (ii) your use of the Site and/or the Service.

Your Use of The Service and/or Site to Send Communications

You acknowledge that (a) you exclusively are responsible for and control the timing, content, and distribution of all telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service and/or Site and (b) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service and/or Site comply with all applicable state and federal laws, including without limitation the Telephone Consumer Protection Act, before you make or initiate any telephonic or electronic communication through the Service and/or Site.

Publicity and Confidentiality

You agree to FollowApp uding your trademarks, logos, results, data and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and website listings (including links to your website) in any way to advertise your use of the FollowApp services. You also agree to provide access to third parties and act as a demonstration site for the FollowApp system. You can use the FollowApp trademark to promote or advertise the FollowApp services, however you are not allowed to copy, sublicense or transfer this right. Neither you or FollowApp will at any time use, divulge or communicate to any person, except to your professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information concerning the business or affairs of the other which may have or may in future come to your knowledge and that both you and FollowApp shall use reasonable endeavors to prevent the publication or disclosure of any confidential information concerning such matters.

Export Control (for customers in the United States)

You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the U.S. Export Administration Act of 1979 and the regulations of the U.S. Department of Commerce and (iii) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods.

Pathways and Algorithms

Content and timing of Pathways may be updated according to the latest guidelines; find updated templates in your Subscription Details. The accompanying algorithms are guidance and not directives. They do not override laws, regulations, or official orders that exist or that may come into existence in particular states or localities. Dentists should stay up-to-date about local developments in this regard and, if necessary, consult local legal counsel. It is encouraged that dentists making treatment decisions to consider these algorithms in exercising their clinical judgment based on their own education and experience and in the light of any unique patient-specific factors. The purpose of the algorithms is to assist dentists and dental offices in making informed decisions concerning patient triage, evaluation, and treatment. The algorithms are based on the best scientific information currently available from national, country-specific dental associations and are not influenced by legal, economic, or political considerations. They provide conservative general guidelines that may eventually be shown to have more applicability to some regions and practice settings than to others. As more information becomes available, they may be modified or supplemented. The algorithms do not constitute legal advice or legal guidance, but because their goal is to minimize transmission of the coronavirus to patients and the dental team to the reasonable extent possible in the context of providing for patient healthcare needs, the algorithms may serve to help lower legal exposure by lowering the risk that anyone will contract the virus in a dental office that follows them.

Other

These terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. You and FollowApp irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter or its subject matter or formation.