Terms and Conditions

SAAS SERVICES AND SUPPORT

Subject to the terms of this Agreement, Unify Dental will use commercially reasonable efforts to provide you the Services in accordance with the Service Level Terms. As part of the registration process, you will identify an administrative user name and password for your Unify Dental account. Unify Dental reserves the right to refuse registration of or cancel passwords it deems inappropriate.

Subject to the terms hereof, Unify Dental will provide you with reasonable technical support services in accordance with Unify Dental’s standard practice.

RESTRICTIONS AND RESPONSIBILITIES

You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Unify Dental or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. 

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Unify Dental includes non-public information regarding features, functionality and performance of the Service. Proprietary Information includes non-public data provided by you to Unify Dental to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. 

Unify Dental shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) all intellectual property rights related to any of the foregoing. 

Notwithstanding anything to the contrary, Unify Dental shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning you Data and data derived therefrom), and Unify Dental will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Unify Dental offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. 

PAYMENT OF FEES

you will pay Unify Dental the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If your use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), you shall be billed for such usage and you agree to pay the additional fees in the manner provided herein. Unify Dental reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Unify Dental has billed you incorrectly, you must contact Unify Dental no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Unify Dental's support department.

Unify Dental may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Unify Dental thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. you shall be responsible for all taxes associated with Services other than U.S. taxes based on Unify Dental’s net income. 

TERM AND TERMINATION

Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. you will pay in full for the Services up to and including the last day on which the Services are provided. 

REFUND POLICY

Refunds will be granted under the following conditions:

• If you cancel your subscription within the first 14 days of service, you are eligible for a full refund.
• If you experience a service outage of more than 48 consecutive hours due to Unify Dental's fault, you may request a prorated refund for the affected period.
• No refunds will be provided for partial months of service or for unused services.

DELIVERY POLICY

Unify Dental provides cloud-based SaaS services, which means there are no physical goods to ship. Upon successful payment and registration, you will receive access to the services immediately or within a maximum of 24 hours. All service-related instructions and credentials will be delivered electronically to the email address provided during registration.

RETURN POLICY

Given the nature of SaaS services, returns are not applicable. However, we are committed to ensuring customer satisfaction. If you are dissatisfied with the service, please contact our support team to discuss your concerns and possible solutions.

CANCELLATION POLICY

You may cancel your subscription at any time. Cancellations must be made in writing via email to our support department. If you cancel your subscription:

• Within the first 14 days, you are eligible for a full refund.
• After the first 14 days, your subscription will remain active until the end of the current billing period, and you will not be billed for subsequent periods.
• No refunds will be provided for partial months of service or for unused services.

WARRANTY AND DISCLAIMER

Unify Dental shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Unify Dental or by third-party providers, or because of other causes beyond Unify Dental’s reasonable control, but Unify Dental shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, UNIFY DENTAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES PROVIDED “AS IS” AND UNIFY DENTAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Unify Dental’s prior written consent. Unify Dental may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Unify Dental in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.