ENGAGEMENT LETTER – Dentist on Demand and Harvest Dental Care
Dentist on Demand is pleased to provide the professional services to Harvest Dental Care described herein. This letter is to confirm our understanding of the terms and objectives of our engagement and the nature and limitations of the service we will provide. This engagement between you and our firm will be governed by the terms of this letter.
Scope and Output of the Engagement
You have engaged us to maintain the scope of services for Harvest Dental Care detailed herein. You will review and approve all journal entries, transaction classifications, and account codes determined or changed by our firm. Without limiting the extent of the work we may provide for you, we will perform only the specified services at the specified intervals for this engagement.
Only the services which are listed in the attached schedules are included within the scope of our instructions. If there is additional work that you wish us to carry out which is not listed in the schedule, any additional work will be quoted to you before the commencement of said additional work. Once the scope of the additional work is agreed upon, we will issue an additional or updated letter of engagement via our online proposal system and will ask you to sign the new agreement before we commence the new work.
Period of Engagement
This engagement starts on 23 March, 2023 and is valid until it’s ended by mutual agreement or superseded by a newer engagement. We will not deal with earlier periods unless you specifically ask us to do so and we agree. You or we may agree to vary or terminate this agreement at any time without penalty. Notice of variation or termination must be given in writing.
We will use all reasonable efforts to complete the engagement as described in this letter within the agreed upon time frames. However, we shall not be liable for failures or delays in performance that arise from causes beyond our control, including the untimely performance by Harvest Dental Care of its obligations.
Services may be billed on a fixed rate or hourly billing rate, as indicated herein. Where we cannot provide a fixed rate quote, we will quote an hourly rate in cases of project work where it is difficult to define the scope of the service required. In the case where you have been quoted an estimate based on an hourly rate, Dentist on Demand will inform Harvest Dental Care of the amount of time used before we issue the final bill and collect payment. Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable provincial sales tax, and are due when rendered. Fees for additional services will be established separately.
Invoicing and Payment
We will submit our bill monthly as services are performed, and it will be due and payable upon receipt. If an extension of our services is requested, we will discuss our fee arrangements at that time. Plan implementation as well as plan monitoring and updating, if needed, are separate engagements. If you choose one of these additional services, a separate engagement letter will be provided. These services will be billed separately.
We reserve the right to suspend our services or to withdraw from this engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.
Dentist on Demand or Harvest Dental Care may terminate the relationship at any time upon reasonable notice (After year term has expired), except where prohibited by applicable laws or professional conduct rules. Dentist on Demand shall send Harvest Dental Care a final invoice for services rendered up to the date of termination. For fixed fee engagements that terminate prior to completion of the work identified herein, Dentist on Demand reserves the right to charge for any completed work at a fair and reasonable rate.
Confirmation of Terms
Please review and digitally sign this letter below to indicate that it is in accordance with your understanding of the arrangements. This letter will be effective for future years unless we advise you of any change.
Dentist on Demand
Acknowledgment of Terms of Engagement
By signing below, I confirm I have the authority to contract on behalf of Harvest Dental Care. I hereby agree to the terms of engagement dated 23 March, 2023 of Dentist on Demand as set out above in this letter of engagement.
CareCru Terms and Conditions
This Terms of Service (“Agreement”) is entered into between (“Client”), a dental practice having a principal place of business at St Petersburg, FL and CareCru Incorporated, a Canadian corporation with a principal place of business at 900 West Hastings Street, Suite 310, Vancouver, BC V6C 1E5 (“CareCru”). Client and CareCru are collectively referred to as the “Parties” and each, individually, as a “Party.” CareCru develops dental practice software applications and platforms, which it makes available on a subscription basis for the purpose of assisting dental practices with management and growth. Client desires to use CareCru’s services in its business operations and CareCru has agreed to provide and the Client has agreed to pay for such services, subject to this Agreement.
2. THE SERVICES
2.1 Subscription to the Services.
CareCru hereby grants Client a non-sublicensable, non-transferable, revocable, non-exclusive subscription to access and use the Services solely for Client’s internal business purposes for the Term, as set forth in this Agreement and the Order Form (“Subscription”). 2.2 Access. Certain Service features may require Client to provide CareCru with access to, or provide to CareCru, Client’s login and password information for accounts or services Client has with third party service providers. By providing such access or providing such login and password information to CareCru, Client represents and warrants that it has read all agreements with third-parties governing such access and login and password information and that Client has all necessary legal rights to provide CareCru such access and login and password information and to do so does not violate any such agreement with a third-party. If Client is unable to provide CareCru access to certain accounts or services Client has with third party service providers, CareCru may be unable to provide certain features of the Services to the Client. Client shall not assert any claims against CareCru based on the unavailability of certain features of the Services. 2.3 Listing Services. CareCru may offer a complimentary Listing Service under which Client’s business information and customer reviews (“Business Information”) are submitted to search engines, indexes, websites and other publicly available systems and applications (“Third Party Sites”). Client shall participate in Listing Services, and hereby authorizes CareCru to make Business Information available to, and to register Client on, Third Party Sites. Acceptance of Client’s registration is subject to Third Party Sites’ acceptance and CareCru makes no representation or warranty as to acceptance of Client’s registration. For so long as Client continues to subscribe to the Services, CareCru shall make a good faith attempt to ensure the confidentiality of information it provides to Third Party Sites pursuant to the Listing Services. Additional tools may be available from third parties enabling Client to update its Business Information on Third Party Sites. CareCru does not control Third Party Sites, which are provided by companies or persons other than CareCru and, if Client uses such Third Party Sites or third party tools, CareCru is not liable for any claim, loss or damage arising out of such Third Party Sites or the use or combination of third party tools with the Listing Services. During the Term, Client may request a copy of the Business Information on Third Party Sites that CareCru controls, which CareCru shall provide in PDF format within four (4) weeks following Client’s request, subject to CareCru timely receiving access to Business Information from such Third Party Sites. 2.4 Custom Services. Client may request the provision of Custom Services, performance of which is subject to an Order Form signed by the Parties setting out the Fees, payment terms, description of Custom Services, performance standards and timeline for delivery, among other terms. 2.5 Support. CareCru shall use commercially reasonable efforts during regular business hours to correct any reproducible material failure of the Services to substantially conform to its expected operation, provided that CareCru shall not be obligated to provide a correction for all such nonconformities.
3. CLIENT’S USE OF THE SERVICES 3.1 Access and Security Guidelines.
Client may create up to the number of User accounts specified in the Order Form and by supplying a unique user identification name and password (“UserID”) to CareCru for each User. Each User shall access and use the Services with their specific UserID. Client is responsible for ensuring that UserIDs are not shared and that Users retain the confidentiality of their UserIDs. Client is responsible for any and all activity occurring under the UserIDs associated with Users and shall cause Users to abide by all Applicable Laws in connection with their use of the Services, including those related to data privacy, international communications and the transmission of technical and personal data. Client shall promptly notify CareCru of any actual or suspected unauthorized use of the Services. CareCru may require that a UserID be replaced at any time.
3.2 Application of Agreement to Users.
Client acknowledges and agrees that all Users are subject to and bound by this Agreement. Client shall notify all Users of their obligations under this Agreement and obtain advanced written agreement from each User to such obligations, which agreements Client shall provide to CareCru upon CareCru’s request.
3.3 Client Responsibilities and Restrictions.
Client and Users shall not: a. use the Service in violation of Applicable Laws or in any manner not expressly permitted by this Agreement; b. use the Service to violate, infringe or appropriate any person’s or entity’s privacy rights, publicity rights, Intellectual Property Rights, proprietary rights, contractual rights or any other legal right; c. use the Service in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; d. use the Service in a manner that is libelous or defamatory, harmful to minors, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy; e. use the Service in a manner that is hateful or discriminatory based on race, colour, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable; f. impersonate a CareCru employee, User or any other person, or falsely state or otherwise misrepresent Client or its User’s affiliation with any person or entity; g. except as expressly provided in this Agreement, sublicense or transfer any rights under this Agreement or otherwise use the Services for the benefit of a third party or to operate a service bureau; h. copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Services or System; i. develop or assist with developing or updating a feature, service or product that is similar to any feature, service or product of CareCru; j. use or launch any automated system, including without limitation any “robot” or “spider” that accesses the Services or System; or k. interfere with, or attempt to interfere with, the Services, the System or any other networks or services connected to the Services through use of Harmful Code, as determined by CareCru in its sole discretion.
3.4 Client Data.
Client is solely responsible for obtaining advanced written permission from its Patients and, if a Patient is under the age of 13, such Patient’s legal guardian or parent, to provide, post or transmit the Patient’s information, records and data to CareCru, which permissions Client shall make available to CareCru upon CareCru’s request. Client and Users are solely responsible for Client Data and shall not provide, post or transmit any Client Data or any other information, data or material that: (a) infringes or violates any Intellectual Property Rights, publicity/privacy rights, or Applicable Law; or (b) contains any Harmful Code that intends to or does alter, erase, damage, surreptitiously intercept or expropriate any system, data or personal information such that it becomes inaccessible, inoperable or incapable of being used in the manner for which it was designed. CareCru may take remedial action if Client Data violates this Section 3.4 but is not obligated to review Client Data for accuracy or potential liability.
3.5 Call Recording.
CareCru may record calls between Client and Patients regarding the Services and in connection with and as part of the Services, which includes but is not limited to incoming calls Client receives from Patients (“Call Recording”). Client hereby consents to Call Recording and agrees that it is solely responsible for: a. obtaining advanced written permission for Call Recording from recorded parties, including but not limited to its employees, representatives, consultants, contractors, agents and Patients who may be recorded as part of a Call Recording (“Recorded Persons”); b. ensuring that all notices and permissions from Recorded Persons as may be required by Applicable Laws are included in the written permissions obtained from the Recorded Persons; and c. complying with all Applicable Laws regarding Call Recording and privacy. Client shall provide copies of Call Recording permission to CareCru upon CareCru’s request. Client shall notify Recorded Persons that if information collected during a Call Recording is subject to privilege (including but not limited to attorney-client or doctor-patient privilege), such privilege may be waived by use of a third party service provider to perform Call Recording. If information collected from Recorded Persons is subject to privilege, Client assumes the risk of using a third party service provider, such as CareCru, for Call Recording, including any preclusion of the application of such privilege with respect to information exchanged during the Call Recording.
3.6 Compliance with TCPA.
If applicable to Client or Client’s use of the Services, Client and Users shall comply with TCPA, including without limitation as set forth in Schedule A. Client and Users are solely responsible for obtaining advanced written permissions from Patients before sending any sort of text message or automated telephone message to Patients through the Services.
3.7 Compliance with HIPAA.
If Client or Client’s use of the Services is subject to HIPAA, Client and Users shall comply with HIPAA, including without limitation as set forth in Schedule B. Client and Users are solely responsible for obtaining all required written consents, authorizations and releases for making a Patient’s personal health information available to CareCru, including without limitation as set forth in Schedule B. Client and Users are also responsible for notifying Patients in writing of all potential uses of the Patient’s personal health information by CareCru as set forth in Schedule B.
3.8 Compliance with Anti-Spam Legislation.
Client and Users shall comply with all Applicable Laws, including but not limited to federal, provincial, state, municipal, regulatory or otherwise, whether of Canada, the United States or any other jurisdiction, including without limitation CASL, applicable to Client’s use of the email or electronic messaging functionality provided through the Services.
3.9 No Responsibility for Data Storage and Backup.
Client is solely responsible for backing up all Client Data that Client submits to CareCru and any and all data, files, records and information Client receives from CareCru. CareCru is not responsible for storage of Client Data and cannot guarantee that the System shall provide regular data backups of any Client Data stored on the System.
3.10 Internet Security Disclaimer.
Client acknowledges that: (a) CareCru exercises no control over, and accepts no responsibility for, any content passing through the Internet or other networks or for connectivity outside of CareCru’s full control; and (b) the Internet and any other networks outside of CareCru’s full control are inherently risky, despite reasonable measures being taken, and Client assumes responsibility for its use of the Services over the Internet and any other networks outside of CareCru’s full control.
4. FEES, PAYMENT AND SUSPENSION 4.1 Payment of Fees.
Client shall pay CareCru the fees (“Fees”) set forth in and in accordance with the Order Form. Implementation Fees are due immediately upon execution of an Order Form. All Fees are billed in advance (annual Fees prorated on a monthly basis) and due within 5 business days of Client’s receipt of an invoice from CareCru, unless otherwise agreed in the Order Form. Fees, other than Implementation Fees, are charged immediately following the Go-Live date, as such date is determined by CareCru, acting reasonably. Overdue amounts accrue interest at the rate of 18% per annum, or the highest legal interest rate, if less. Client shall reimburse CareCru for all expenses (including reasonable attorneys’ fees) incurred by CareCru to collect any overdue amount. Fees are exclusive of, and Client shall pay, all sales, use, excise and other taxes that may be levied upon Client in connection with this Agreement, except for employment taxes and taxes based on CareCru’s net income.
4.2 Non-Payment of Fees.
CareCru reserves the right (in addition to any other rights or remedies CareCru may have) to discontinue the Services and suspend all UserIDs and Client’s and Users’ access to the Services if any Fees are more than thirty (30) calendar days overdue, until such amounts are paid in full. Client shall maintain complete, accurate and up-to-date Client billing and contact information at all times. Client shall not withhold payment of Fees due to CareCru’s failure to deliver any future functionality or features, nor is Client’s obligation to pay Fees dependent upon any oral or written public comments made by CareCru with respect to future functionality or features.
4.3 Change Order.
Client may request in writing to amend the Order Form, for example to increase or decrease the number of locations and number and type of features, by submitting a request to their designated CareCru representative (“Change Order”). CareCru may either accept or reject a Change Order and, upon acceptance, such Change Order takes effect upon: (a) if the Change Order increases Fees, immediately upon CareCru’s provision of the additional Services subject to the Change Order; or (b) if the Change Order decreases Fees, upon the subsequent Renewal Term. CareCru’s failure to respond to a Change Order shall be deemed a rejection thereof.
4.4 Renewal Term Fees.
CareCru reserves the right to update the Fees as of each Renewal Term and shall inform Client of such updated Fees least 60 days prior to such Renewal Term. Client is deemed to accept any updated Fees by continuing to use the Service and not terminating prior to such Renewal Term.
5. TERM AND TERMINATION 5.1 Term.
The term of this Agreement begins on the Effective Date and continues until the end of the Initial Term set forth in the Order Form (“Initial Term”), thereafter automatically renewing for the same duration as the Initial Term (“Renewal Term”) (the Initial Term and each Renewal Term, together, the “Term”), until terminated.
This Agreement may be terminated as follows: a. by CareCru, for any reason upon at least thirty calendar days’ prior written notice; b. by either party, upon at least 30 calendar days’ prior written notice, prior to expiration of the Initial Term or commencement of a Renewal Term; or c. by either party upon written notice if the other party materially breaches this Agreement and does not cure such breach within 30 calendar days after written notice of such breach.
5.3 Effect of Termination.
Upon termination: (a) all Fees are immediately due and payable without proration for any partial year of Services, except if terminated by CareCru pursuant to Section 5.2(a) or if terminated by Client pursuant to Section 5.2(c) in which case only Fees owed up to the date of termination are owed by Client; and (b) Client and Users shall return to CareCru all property (including any Confidential Information) of CareCru in their possession or control.
5.4 Client Data upon Termination.
If Client is not in breach of this Agreement, CareCru shall allow the Client and Users to access, without the right to modify, enhance or add to, Client Data (either through on-line access or an off-line mechanism provided by CareCru) (“Access Service”) for up to 180 calendar days after termination. Thereafter, CareCru shall remove all Client Data from the System that is required to be removed pursuant to this Agreement, excluding data used in the Listing Services, which CareCru shall only remove from platforms controlled by CareCru upon Client’s request, and CareCru shall provide written confirmation to Client that all such Client Data has been removed. All Client and User access to or use of the System and the Access Service is immediately suspended 180 calendar days after termination. Excluding the Access Service, all other Services, rights, and grants provided by CareCru to Client immediately cease upon termination.
5.5 Third Party Sites upon Termination.
During the Term and following termination, Business Information may remain in any data feeds provided to third parties under the Listing Services. Following termination, Client may request removal of Business Information from Third Party Sites, such removal services to be performed at CareCru’s sole discretion and CareCru is not obligated to request that third parties remove such Business Information nor does CareCru guarantee that such third parties will remove all such Business information.
5.6 Limitation, Suspension or Termination of Access.
In addition to other rights and remedies of CareCru under this Agreement, CareCru may suspend, terminate or limit (in CareCru’s sole discretion) Client’s or Users’ access to or use of the Services, or any part thereof, without notice in order to: a. prevent damage to, or degradation of the integrity of the System or any of Client’s systems; b. comply with any Applicable Law, court order or other governmental request or order; or c. otherwise protect CareCru from harm to its reputation or business. CareCru shall use commercially reasonable efforts to notify Client of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, CareCru shall restore Client’s or Users’ access to the Services when CareCru determines the event resolved. Nothing in this Agreement limits CareCru’s right to take any action or invoke remedies, or acts as a waiver of CareCru’s rights in any way with respect to any of the foregoing activities. CareCru shall not be responsible for any loss or damage of any kind incurred by Client as a result of any limitation, termination or suspension of the Services under this Section 5.6.
6. CONFIDENTIAL INFORMATION
6.1 Protection of Confidential Information.
The restrictions on Confidential Information set forth in Section 6.1 do not apply to any Confidential Information, or portion thereof, which: (a) is or becomes a part of the public domain through no act or omission of the receiving Party; (b) was in the receiving Party’s lawful possession prior to the disclosure, as shown by the receiving Party’s verifiable written records; (c) is independently developed by the receiving Party without reference to Confidential Information, as shown by the receiving Party’s verifiable written records; (d) is lawfully disclosed to the receiving Party by a third party, such third party without restriction on disclosure or use; or (e) is disclosed in response to a valid order or requirement by a court or other governmental body, provided that the receiving Party provides the other Party prior written notice of such disclosure in order to provide the other Party with the opportunity to seek confidential treatment of such information.
7. OWNERSHIP 7.1 System and Technology.
CareCru and its licensors retain all right, title and interest in and to the Services and the System, all software, materials, formats, interfaces, information, data, content, and CareCru proprietary information and technology used or generated by CareCru (for example, De-Identified Information pursuant to Schedule B) or provided to Client in connection with the Services (collectively, “CareCru Technology”). CareCru Technology is protected by Intellectual Property Rights owned by or licensed to CareCru. All Intellectual Property Rights in and to CareCru Technology are the property of CareCru and its licensors, and Client and Users have no ownership interest in CareCru Technology or any Intellectual Property Rights therein. CareCru shall own any updates or new features of the Services and System resulting from any suggestions, enhancement requests, recommendations or other feedback provided by Client, including but not limited to Users (“Updates”). Client shall obtain all Intellectual Property Rights from all Users in such Update, and Client, on behalf of itself and Users, shall assign and does hereby assign to CareCru all Intellectual Property Rights in such Updates.
7.2 Client Data.
8. DISCLAIMER OF WARRANTIES THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY CARECRU TO CLIENT AND USERS ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. CARECRU HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FREEDOM FROM HARMFUL CODE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. CARECRU DOES NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, CARECRU EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CLIENT AND USERS IN CONNECTION WITH CLIENT’S USE OF THE SERVICES (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CLIENT AND USERS FOR ANY PURPOSE WHATSOEVER. CARECRU EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO: (A) SEPARATE AGREEMENTS CLIENT MAY MAKE WITH PATIENTS, USERS OR OTHER USERS OF THE SERVICES; AND (B) CLIENT’S OBLIGATION TO COMPLY WITH APPLICABLE LAWS IN CONNECTION WITH ITS USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO CLIENT’S OBLIGATION TO OBTAIN CONSENTS, AUTHORIZATIONS OR RELEASES FROM PATIENTS CONCERNING INFORMATION CONNECTED FROM SUCH PATIENTS. CLIENT IS SOLELY RESPONSIBLE FOR THE PROFESSIONAL AND TECHNICAL SERVICES CLIENT PROVIDES. CARECRU HAS NO LIABILITY FOR THE CONSEQUENCES TO CLIENT OR CLIENT’S PATIENTS OR USERS ARISING FROM THEIR USE OF THE SERVICES. CARECRU IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING, BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY CARECRU, TELECOMMUNICATIONS PROVIDERS, OR ANY SERVICES, SOFTWARE OR HARDWARE NOT PROVIDED BY CARECRU. THE SERVICES ARE OFFERED AND CONTROLLED BY CARECRU FROM ITS FACILITIES IN CANADA. CARECRU MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ANY LOCATIONS OTHER THAN CANADA AND THE UNITED STATES. THOSE WHO ACCESS OR USE THE SERVICES FROM OTHER JURISDICTIONS DO SO OF THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LAWS. CLIENT IS RESPONSIBLE FOR ENSURING THAT CLIENT DATA, INCLUDING WITHOUT LIMITATION PATIENT DATA, PROVIDED TO CARECRU IS SOLELY FROM RESIDENTS OF THE U.S. AND CANADA. IF CLIENT DATA INCLUDES PATIENT DATA FROM RESIDENTS OF COUNTRIES OTHER THAN THE U.S. AND CANADA, CLIENT IS FULLY AND SOLELY RESPONSIBLE FOR SUCH CLIENT DATA AND COMPLIANCE WITH APPLICABLE LAWS. CLIENT ACKNOWLEDGES AND AGREES THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. CLIENT IS RESPONSIBLE FOR OBTAINING SUCH ADVICE.
10. LIMITATION OF LIABILITY
11. GENERAL PROVISIONS
If the Party signing this Agreement is entering this Agreement on behalf of a company or other legal entity, the Party represents that it is authorized to bind such company or other entity to this Agreement. In order to enter into this Agreement, the Party signing this Agreement shall be of the legal age of majority in the Party’s jurisdiction of residence and fully able and competent to enter into the terms, conditions, obligations, affirmations, representation and warranties set forth in this Agreement, and to abide by and comply with this Agreement. The signing Party shall ensure that it is legally eligible to enter into this Agreement under any Applicable Laws.
CareCru shall only make public announcements, including, but not limited to, press releases and media announcements or statements regarding the exisent’s name in customer lists and other protence of this Agreement and the relationship between the Parties if CareCru receives prior written consent from Client. CareCru may use Climotional materials describing Client as a customer of CareCru and user of the Services, if CareCru receives prior written consent from Client.
Client may not assign this Agreement to a third party without CareCru’s prior written consent, not to be unreasonably withheld, except to a third party that controls, is controlled by or is under common control with Client. CareCru may assign this Agreement or any rights hereunder to any third party without Client’s consent. Any assignment in violation of this Section 11.4 shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to this Agreement, which shall be binding upon and inure to the benefit of the Parties’ successors and permitted assignees.
11.6 Governing Law.
This Agreement is deemed to have been made and performed in and shall be construed pursuant to the laws of the province of British Columbia, excluding application of its conflict of laws principles. The Parties agree to submit to the exclusive jurisdiction of the appropriate provincial and federal courts in the province of British Columbia. Each Party irrevocably waives, to the maximum extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue for any such proceeding and any claims that a proceeding brought in such court has been brought in an inconvenient forum. The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Any notice or other communication required or permitted under this Agreement shall be given in writing: (a) to CareCru, by email at [email protected]; or (b) to Client, by email or certified mail at the address set forth in the most recent Order Form. Notwithstanding the foregoing, each Party may change its address for notice on one or more occasions upon written notice to the other Party of the new address. Notices are deemed given upon receipt, or when delivery is refused.
11.8 Entire Agreement.
11.9 Severability and Waiver.
If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will remain in full force and effect. No failure to exercise and no delay in exercising any right in this Agreement will operate as a waiver of such right, and no single or partial exercise of any right will preclude further exercise of any rights contained in this Agreement.
11.10 Relationship of the Parties.
The Parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.
CareCru reserves the right to modify this Agreement (each, an “Update”) effective as of each Renewal Term and shall inform Client of each Update at least 30 days prior to such Renewal Term. Client is deemed to accept any Update by continuing to use the Service and not terminating prior to such Renewal Term.
11.12 Survival. Sections 1, 3.4 through 3.10, 5.3 through 5.5, 6, 7, 8, 9, 10 and 11 survive termination or expiration of this Agreement.
For more information about Client and Users’ responsibilities under the TCPA, please visit the U.S. Federal Communications Commission website at www.fcc.gov/document/telephone-consumer-protection-act1991.