Terms of Service

Welcome to Polaski Dental, provided by Polaski Dental and its subsidiaries, affiliates, and other related entities (“Polaski Dental,” “we,” “our,” or “us”). These Polaski Dental Terms of Service (“Terms” or “Agreement”) govern your use of our software applications, architecture, and platform (the “Software”) and systems and data facilities (the “Network”), as well as any other websites, subdomains, or services owned or controlled by Polaski Dental that provide you with access to the Software, Network, and Mobile App (as defined below), if downloaded by you (collectively, the “Service”). To access the Service, you must at all times agree to and abide by these Terms.

These Terms constitute a legal contract between you, the representative who is authorized to legally bind a single company, organization, or entity (“you” or “Subscriber”), and Polaski Dental regarding your use of the Service. For purposes of these Terms, “you” or “Subscriber” also refer to the Subscriber’s end users of the Service. Polaski Dental may have different roles with respect to different types of end users of the Service, and “you” as used in these Terms will apply to the appropriate type of end user of the Service under the circumstances.

Please carefully read these Terms. By executing an Order (as defined below) for the Service, you signify that you have read, understood, and agree to be bound by the Terms, which hereby incorporate the following:

• the provisions of these Terms of Service;

• the Business Associate Agreement (the “BAA”), Data Processing Addendum (“DPA”), or other such agreement that you and Polaski Dental have agreed to in writing;

• the quotation, pricing sheet, or service agreement that has been issued by Polaski Dental to you (hereinafter referred to as the “Order”);

• the Polaski Dental Privacy Policy (the “Privacy Policy”); and

• any additional guidelines and any future modification to any of the foregoing that may be issued by Polaski Dental from time to time.

If you are using or opening an account with Polaski Dental on behalf of a company, organization, or other legal entity (collectively, the “Subscribing Organization”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind it to these Terms; (ii) have read and understand these Terms; and (iii) agree to these Terms on behalf of such Subscribing Organization.

For any further assistance, please contact us at 845-246-3070.

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PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

License Grant. Subject to the terms and conditions of these Terms, Polaski Dental hereby grants to you a limited, personal, non-transferable, and revocable license to access and use the Service in the manner contemplated by these Terms solely for your internal business purposes. You have no right to sub-license or resell the Service or any component thereof. By using the services, you agree and acknowledge that your business purposes operate within the purposes and uses approved by Polaski Dental, which can be found on the Polaski Dental website polaskidental.com under Software.

The Polaski Dental Service and Features. Subject to these Terms, we agree to provide the Service. Polaski Dental has no obligation to provide any services or perform any tasks not specifically set forth in these Terms, including any applicable Order. Pursuant to your Order, the Service consists of integrated hardware and/or software features (each a “Feature” and collectively, “Features”) that enable you to engage in various communication, management, and other business activities, which may include phone systems; text messaging; scheduling; payment processing and merchant services; team communication and chat features; digital forms; call, payment and practice analytics; and marketing tools, as more fully described at https://polaskidental.com (the “Website”) and may be changed by Polaski Dental from time to time. Certain Features have additional terms and conditions specific to your access and use of such Feature (each the “Feature Terms and Conditions”) that you agree to by entering an Order for such Feature(s). Each Feature Terms and Conditions, as amended from time to time, supplements these Terms and each such Feature Terms and Conditions (available at https://polaskidental.com/legal) is hereby incorporated by reference.

Third-Party Provider Agreements. In addition to these Terms, your relationship(s) with any of our third-party providers will be subject to separate terms and conditions applicable to each specific third-party provider (each, a “Provider Agreement”). A Provider Agreement, available upon request, supplements these Terms and is hereby incorporated by reference. Polaski Dental MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER IN RELATION TO THIRD-PARTY PRODUCTS AND SERVICES. SUBSCRIBER’S USE OF THIRD-PARTY PRODUCTS AND SERVICES IS AT ITS OWN RISK. Polaski Dental ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR DAMAGES INCURRED RESULTING FROM THE USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD-PARTY PRODUCT OR SERVICE, REGARDLESS OF WHETHER Polaski Dental IS A RESELLER OF, OR REFERRAL AGENT FOR, SUCH PRODUCT OR SERVICE.

Modification of the Terms. Polaski Dental reserves the right, at its sole discretion, to change, supplement, or remove all or part of these Terms, including any Feature Terms and Conditions, at any time. You agree to review these Terms periodically for changes. When we change the Terms in a material manner, we will update the “last modified” date at the top of this page and notify you that material changes have been made to these Terms.

Support. Polaski Dental makes available web-based support at https://polaskidental.com/help and provides support services via email, chat, and telephone, as further described on the Polaski Dental Support webpage at https://polaskidental.com/support. Additional support services may be available to you upon payment of applicable fees (if any), as specified in any applicable Order. Any support services are subject to these Terms and Polaski Dental’s applicable support policies.

Data Processing. The Service allows you to submit, store, and access certain business data and other information related to you, your customers (“Customers”), or your business, including personal data (collectively, “Subscriber Data”). Providing our Service requires collecting and using your Subscriber Data. The BAA, DPA, and our Privacy Policy explain how we collect, use, and share information. They also explain the ways you can control your information. You and Polaski Dental agree that, as between Subscriber and Polaski Dental, you are the owner and controller of all Subscriber Data, and Polaski Dental is the processor of the Subscriber Data.

Subscriber Data License Grant. By submitting Subscriber Data to Polaski Dental or by otherwise providing Polaski Dental with access to your Subscriber Data, you represent and warrant that you have all rights necessary to grant and hereby grant all rights and licenses to the Subscriber Data required for Polaski Dental and its subcontractors and service providers to provide the Service.

Your Responsibilities for Subscriber Data. In connection with Subscriber Data, you hereby represent, warrant, and agree that:

a) You have obtained the Subscriber Data lawfully, and the Subscriber Data does not and will not violate any Applicable Laws or any person or entity’s proprietary or intellectual property rights;

b) The Subscriber Data is free of all viruses and elements that could interrupt or harm the Network or Software used by Polaski Dental or its subcontractors to provide the Service;

c) All Subscriber Data has been collected by you in accordance with a privacy policy that permits Polaski Dental to share, collect, use, and disclose such Subscriber Data as contemplated under these Terms;

d) You are solely responsible for ensuring compliance with all privacy laws;

e) Polaski Dental may exercise the rights in Subscriber Data granted hereunder without liability or cost to any third party;

f) The Subscriber Data complies with the terms of this Agreement. Polaski Dental takes no responsibility and assumes no liability for any Subscriber Data, and you will be solely responsible for your Subscriber Data and the consequences of sharing it hereunder.

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Subscriber Obligations. You acknowledge and agree to the following:

How You Use the Service.

Subscriber Accounts. To use certain features of the Service, you must register for the Service and create an account (“Account”). When creating your Account, you agree to provide true, accurate, current, and complete information and to maintain and update your Account information as needed. You are responsible for implementing generally accepted security measures to protect your Account, including maintaining the confidentiality of your Account username and password and for restricting access to your computer or device, and you agree to accept responsibility for all activities that occur under your Account. You understand this means that you accept full liability and responsibility for your actions or the actions of anyone who uses the Service through your Account with or without your permission. If you have reason to believe that your Account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your username, password, or any credit, debit or charge card number), you agree to immediately notify Polaski Dental. You may be liable for the losses incurred by Polaski Dental or others due to any unauthorized use of your Account.

Administrator Accounts. The person who first completes the Service registration on behalf of any Subscribing Organization is the initial “Administrator” for purposes of such Subscribing Organization’s use of the Service and exercises certain options to determine the level of access, privacy, and security for the Service related to the Subscribing Organization (“Administrator Account”). For example, the Administrator will determine who can be an authorized end user of the Service for the associated Subscribing Organization and the level of end user privileges. Each Administrator may designate other end users as additional and/or successor Administrators, each of whom hereby accepts Administrator responsibilities and may access and manage your account information. Administrators are responsible for managing Accounts and assigning the appropriate level of privileges for each Account within your Subscribing Organization. Any person designated as the billing contact in the Service billing record for a Subscribing Organization will be deemed to assume the rights and obligations of an Administrator. Administrator Accounts must comply in all respects with all terms and conditions applicable to Accounts. You agree that you are solely responsible for managing your Accounts and terminating credentials and access for any end users no longer authorized by you to use the Service.

System Access. You may choose to allow Polaski Dental to automatically retrieve data from your system(s) or from systems or services provided by third parties on your behalf (collectively, the “Systems”). You hereby represent and warrant to Polaski Dental that you have all necessary consents, rights, permissions, and authority to allow Polaski Dental to automatically access such System(s) and you hereby grant Polaski Dental permission to access such System(s) and retrieve Subscriber Data therefrom by indicating the same within your Account. Polaski Dental disclaims any and all liability associated with accessing and retrieving Subscriber Data from such System(s) on your or your Subscribing Organization’s behalf. In order to connect the Service with any third-party System to enable certain functionality of the Service, you hereby designate Polaski Dental as your agent and attorney-in-fact in connection with such System access and further authorize Polaski Dental to:

a) store your Subscriber Data relating to such System;

b) access such System using Subscriber Data you provide us;

c) use any materials you provide us in order to provide you the Service;

d) gather, transfer, handle, and export from such System any Subscriber Data reasonably necessary for us to provide the Service to you; and/or

e) otherwise take any action in connection with such System as is reasonably necessary for us to provide the Service to you.

You agree that those third-party System providers are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. IF AT ANY TIME YOU DO NOT HAVE ALL NECESSARY CONSENTS, RIGHTS, PERMISSIONS, AND/OR AUTHORITY TO ALLOW POLASKI DENTAL AUTOMATIC ACCESS TO SUCH SYSTEM(S), THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR ACCOUNT OR ADMINISTRATOR ACCOUNT.

Compliance with Laws. You are solely responsible for, and agree to use the Polaski Dental Service, including all Features and functionalities, in accordance with all applicable federal, state, provincial, municipal, or local government laws, statutes, rules, by-laws, and regulations, and all applicable official rules, policies, notices, directives, orders, judgments, and decrees of any Governmental Authority, as amended from time to time (together, “Applicable Laws”) including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA), the Telephone Consumer Protection Act, the Telemarketing Sales Rule, the CAN-SPAM Act, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, Canada’s Personal Information Protection and Electronic Documents Act and equivalent provincial private-sector privacy legislation, Canada’s provincial health information privacy laws, Canada’s Telecommunications Act and the Canadian Radio-television and Telecommunications Commission’s Unsolicited Telecommunications Rules, Canada’s anti-spam legislation, Quebec’s Charter of the French Language, and all other Applicable Laws and regulations concerning privacy, telecommunications, telemarketing, call recording, language translation, and the sending of email, text, and fax messages. You covenant and warrant that you shall ensure that all communications that you make using the Service will comply with all such Applicable Laws.

Consent to Send Texts, Emails, Fax, and Telephone Calls. Without limiting the generality of Section 7.1.4, you represent and warrant that you have obtained from the Customers that you contact or cause to be contacted through the Service, including by telephone, email, text, or fax message, all consents required under Applicable Law. If you are using Polaski Dental’s messaging service, you agree to comply with applicable opt-in requirements as outlined in the CTIA Principles and Best Practices. Messages should only be sent to recipients who have opted-in to your service and/or are expecting communication from you. Polaski Dental reserves the right to suspend your account if abuse is reported. You further agree to accept and comply with requests from Polaski Dental to provide documentation of customer consents, express or implied. You acknowledge and agree that you are solely in control of, and responsible for, the calls and email, text, or fax messages you cause to be sent through the Service. If you have signed up for a Polaski Dental Feature that includes call recording, you acknowledge that all calls may be recorded automatically by activating the Feature and you understand that it is your responsibility to comply with all laws and regulations related to call recording.

Minimum Specifications and Internet Connectivity. You are solely responsible for and agree to obtain and maintain computing devices, software, and internet access required to operate the Service in accordance with the terms of this Agreement and Applicable Law. The proper operation of the Service requires underlying software and an internet connection meeting minimum specifications, available at https://polaskidental.com/network-specs and https://polaskidental.com/os. Polaski Dental has no obligation to provide full functionality of the Service if these minimum standards are not met.

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Confidentiality.

Protection of Confidential Information. For purposes of these Terms, “Confidential Information” means any non-public information provided by one party to the other party that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, including, without limitation, with respect to Polaski Dental, the Polaski Dental Materials. Each party agrees that it shall take reasonable measures to protect against disclosure and unauthorized use of the Confidential Information of the other party; provided, however, that Polaski Dental may disclose your Confidential Information to employees, contractors, advisors, and service providers who are required to know such Confidential Information in order to perform (or help facilitate the performance of) the Service. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. Upon termination of these Terms, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that each party may retain copies of the other’s Confidential Information for routine backup and archival purposes. The obligations set forth in this Section shall not apply to any information to the extent that it is requested or required to be disclosed by applicable legal authority provided that, if practicable and legally permissible, adequate notice and assistance is given by the receiving party to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure at the disclosing party’s sole expense.

Breaches of Confidentiality. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under this Section 11 or, in the case of Subscriber, Section 7.2 or any actual or threatened infringement, misappropriation, or violation of our data security, intellectual property, or other proprietary rights, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Warranty; Disclaimer.

Polaski Dental Warranty. Polaski Dental represents and warrants that it possesses sufficient rights, approvals, licenses, consents, and permissions necessary to perform its obligations hereunder, subject to the grant of rights by you pursuant to the terms hereof, exercise its rights hereunder and to grant the licenses granted by it under these Terms.

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ANY THIRD-PARTY DATA, SOFTWARE, INCLUDING MOBILE SOFTWARE, SUPPLIED HARDWARE, POLASKI DENTAL MATERIALS, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED “AS IS”, “WHERE IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, POLASKI DENTAL, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. POLASKI DENTAL, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. POLASKI DENTAL, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD PARTY OR SUBSCRIBER DATA, POLASKI DENTAL MATERIAL, OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY OR END USER-PROVIDED INFORMATION, MATERIAL, OR DATA. POLASKI DENTAL WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR SUBSCRIBER DATA.

Limitation of Liability.

POLASKI DENTAL AND ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, AGGRAVATED OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, THIRD-PARTY CLAIMS, FAILURE TO REALIZE EXPECTED SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR POLASKI DENTAL MATERIALS OR THE SERVICE, OR ANY OTHER INTERACTIONS WITH POLASKI DENTAL, EVEN IF POLASKI DENTAL OR A POLASKI DENTAL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, POLASKI DENTAL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THE TOTAL AGGREGATE LIABILITY OF POLASKI DENTAL AND ALL OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, THIRD-PARTY PROVIDERS, LICENSORS, AND SUPPLIERS TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, CAUSES OF ACTION, COSTS, AND EXPENSES OF EVERY NATURE AND KIND, INCLUDING LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE FIRST ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR $10,000, WHICHEVER IS GREATER.

YOU ACKNOWLEDGE AND AGREE THAT POLASKI DENTAL HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND POLASKI DENTAL.

Indemnification. You agree to defend, indemnify and hold harmless Polaski Dental and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorneys’ fees) arising from or related to:

a) any alleged or actual breach of any representation, warranty, or covenant made by you under these Terms;

b) violations of any Applicable Law, rule, or regulation by you;

c) any claim for damages that arise as a result of any of your Subscriber Data or any other data that are submitted via your account.

You shall not, without the prior written consent of Polaski Dental, compromise or consent to the entry of any judgment with respect to any pending or threatened claim unless the settlement, compromise, or consent provides for and includes an express, unconditional release of such claim against Polaski Dental.