Project Specific –
1. Service Provided:
Customer shall engage Dentek for the specific project described in the approved quote (“Project”) and incorporated herein.
2. Time of Commencement:
Dentek and Customer must work together to complete the Project in a timely manner. Dentek is not responsible for delays in completing the project caused by added work, product shipping delays, weather delays, and other obstacles beyond its control.
3. Independent Contractor:
The relationship of Dentek and Customer established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other; (ii) deem the parties to be acting as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking; or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Dentek has the right to assign, subcontract, or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise, provided that Dentek shall remain responsible for the performance of Services under this Agreement. Otherwise, neither party may assign this Agreement without the permission of the other.
4. Dentek’s Employees:
To the extent required by law, the Services shall be performed by individuals duly licensed and authorized by law to perform the Services.
Support Services Specific –
1. Availability of Support Services:
Dentek’s PC support services, network technical support services and products (collectively, the “Support Services”) are available only to the registered company (“Customer”) for the one (1) or more computer systems/network devices registered (each, a “Customer System”) with Dentek under Total Care, Managed Care, Remote Care, Data Backup, or Fee for Service Plan (each, “Support Plan”).
2. Term of Agreement:
The term of Support Services is one (1) year from the date of signing. At the end of the Agreement term, the Agreement will automatically renew for an equal term at the then current published rates, unless otherwise agreed to by both parties in writing at least thirty (30) days prior to the end of the Agreement term.
3. On-Boarding/Discovery Period:
Upon signing up for Dentek’s Service Support Contract, Dentek reserves the right to charge hourly rate(s) or flat fee disclosed in the quote or shown in Appendix B. During the “On-Boarding/Discovery Period”, Dentek will gain an understanding of how the Customer’s network and workstations are provisioned. After the “On-Boarding/Discovery Period”, normal support plans will apply to service requests.
4. Supported Technologies:
Support Services include remote and onsite technical support for the following platforms, devices, operating systems, and other items listed in the Appendix: A section of this document. As new computer technology becomes generally available, Dentek will use its best efforts to support such technology, as well.
5. Dentek’s Responsibilities:
Dentek will use its best efforts, as measured by the standards of what is commercially reasonable, to resolve the Customer’s basic computer technical problems for a Customer System. Dentek will attempt to resolve such technical problems in a professional, reasonable and timely manner, taking into consideration the circumstances and nature of the technical problems. Resolution times may be delayed due to research and inquiries, as may be necessary. Technical problems that may arise may be a result of software or hardware errors or problems that may not be correctable. Dentek has limited proprietary information from vendors, manufacturers, and developers, and may not have the ability to obtain any proprietary information necessary to resolve the Customer’s technical issue.
6. Customer’s Responsibilities:
Customer is responsible for providing Dentek with complete information concerning each Customer System. Prior to seeking technical support, Customer is solely responsible for adequate protection and backup of Customer’s data, software and/or hardware. Customer understands and acknowledges that Dentek shall not be responsible for any lost data, re-run time, inaccurate output, or work delays resulting from any technical support services, other services, or products provided by Dentek.
7. No Warranties:
DENTEK’S SUPPORT SERVICES, AND ALL OTHER INFORMATION, DOCUMENTS, PRODUCTS, SOFTWARE, DOWNLOADS, REPAIR SERVICES, ADVICE, AND INFORMATION PROVIDED BY DENTEK ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DENTEK ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR OTHER INADEQUACIES IN THE SUPPORT SERVICES, OR ANY OTHER INFORMATION, DOCUMENTS, PRODUCTS, SOFTWARE, DOWNLOADS, REPAIR SERVICES, ADVICE, AND INFORMATION PROVIDED BY DENTEK.
8. Repair Service & Parts Replacement:
Onsite Repair Services provided under the appropriate support plan shall be available to Customer. Additional fees for necessary replacement parts or services will apply subject to Customer approval. Support Services must be called in between the hours of 8 a.m. – 5 p.m. to receive respective response service. Any emergency services provided for remote or on-site support received after 5 p.m., or any services not covered by the scope of your corresponding support plan will be billable at the hourly rates outlined in the Appendix B section of this document. Dentek makes no representation nor does it guarantee exact replacement parts.
9. Fair Usage Policy; Suspension or Termination of Support Plans:
Though Dentek has set no fixed upper limit on the number of support requests a Customer may make annually, each Customer’s use of the Support Plan is subject to Dentek’s “fair use” policy. Under this policy, if at any time, in Dentek’s sole discretion, Customer’s use exceeds the level of use reasonably expected from someone using a Support Plan, then Dentek reserves the right to suspend or terminate Customer’s Support Plan. In addition, Dentek reserves the right to suspend or terminate any Support Plan(s) for any Customer that Dentek, in its sole discretion, determines is being used (a) fraudulently, (b) by any person other than Customer, or (c) for any computer system other than a Customer System.
10. Data Backup – Dentek Responsibilities:
Dentek will first perform a complete initial full backup of Customer’s data. Incremental backups are then set to run on a daily scheduled basis and consolidations according to Dentek’s data backup service. Dentek will work to provide the successful and timely back up and restoration of all Customer data that it provides backup services for. Upon notice to Dentek of a failed backup from a source other than notice provided by Customer, Dentek will notify customer of any failed operations if resolution cannot be found. Dentek will make commercially reasonable efforts to meet the minimum service levels and targets set out in the Agreement. However, because of the technical limitations regarding backups on live servers and the possibility of data corruption, if data has changed since the time Dentek performed a backup, or that the data was not in a usable state at the time Dentek performed a given backup, Dentek, in no way, guarantees the usability of any data from any given backup set.
11. Data Backup – Customer Responsibilities
a. Compliance with Applicable Laws. Use of the data backup service (including the transmission of any data you choose to back up through the data backup service) is subject to all applicable local, state, national and international laws and regulations. You agree to comply with such applicable laws and regulations and not to (i) use the service for illegal purposes, (ii) transmit or store material that may infringe the intellectual property rights or other rights of third parties or that is illegal, tortious, defamatory, libelous, or invasive of another’s privacy; (iii) transmit or store data belonging to another party without first obtaining all consents required by law from the data owner for transmission of the data to Dentek for storage within the United States; or (iv) transmit any material that contains software viruses or other harmful computer code, files or programs such as trojan horses, worms or malware.
b. Customer is solely responsible for the cost of acquiring and acts necessary to maintain its own hardware, software, networking and related systems necessary for uninterrupted successful data transfer. A 1 M.B. upload speed is the minimum requirement for the standard data backup service. Dentek is not responsible for ensuring the continued operations of customer’s hardware during the scheduled backups, functioning of data lines, failure of the customer to obtain or maintain adequate bandwidth speed, nor the reliability of the data files being received over them when a backup is running.
c. Data which Customer requires backed up must be selected and available for backup. The backup service will only backup data selected for backup. At the time of the initial full backup, Dentek will work with Customer to select files containing data Customer requests be backed-up. Customer acknowledges that in circumstances where Customer, its employees, or any party with access to Customer’s computer network i) marks a file to no longer be backed-up, ii) deletes a file from folders designated for backup, iii) moves a file to a location on Customer’s computer network that is not marked for back-up, iv) deletes a computer from Customer’s network, v) network is unable to access the internet, or vi) Customer terminates, non-renews, or otherwise lapses service with Dentek for any reason, that the files marked, deleted, moved or stored on a deleted, inaccessible, or unlicensed computer may not be available to Customer should Customer wish to restore them.
d. Customer is expected to monitor the success or failure of its backups on a daily basis. Occurrences that may cause data loss include, but are not limited to demagnetization of data media due to aging or unsuitable environmental conditions, interference of data media by extraneous magnetic fields, destruction of data media by force majeure, e.g. fire or water, inadvertent deletion or overwriting of files, technical failure of storage device, faulty data media, uncontrolled changes in stored data, deliberate or accidental deletion or corruption of files, and computer-viruses. In order to minimize any potential loss or corruption of this data, Customer should ensure that data is adequately backed up. On daily basis, logged information generated from each backup job should be reviewed, to check for and correct errors. Dentek should be notified immediately if Customer discovers a backup has failed, even if the backup is later successful for Customer after a failed attempt.
e. Customer is responsible for integrity of data targeted for back up by Dentek. Dentek backs up data “as is, where is” and will restore data in the same format in which it is back up. (Example: corrupted data will get backed up and restored in the same state. Incremental daily backups are done to allow customers to restore data to a “good” state, but assume that Customer’s data was in a “good” state when backed up.)
12. Data Backup – Data Retention
Upon any non-renewal or termination, Customer acknowledges and agrees that Dentek’s policy is to automatically delete all of Customer’s backed up data from Dentek’s servers and/or third-party servers used by Dentek upon non-renewal or termination within fourteen (14) days of the notice of termination, and that it is solely Customer’s responsibility to seek another source for backup needs.
13. Data Backup – Exclusive Remedy
Because of the nature of data backup services rendered, it is impractical and extremely difficult to fix the actual damages, if any, which may result from failure on the part of Dentek to perform its responsibilities under this Agreement. Customer does not desire this agreement to provide full liability for loss, damage or injury due directly or indirectly to occurrences, consequences there from, which the service or system is designed to deter or avert. In the event Dentek should be found liable for loss, damage or injury due to a failure of the equipment or services provided under this agreement or the equipment in any respect, its liability shall be limited up to $250.00 as the agreed upon liquidated damages and not as a penalty. Such liquidated damages is the exclusive remedy for any failure of services or equipment, and the provisions of this paragraph shall apply if loss, damage or injury, irrespective of cause or origin, results directly or indirectly to a person or property from the performance or nonperformance of any obligation of Dentek from negligence, active or otherwise, Dentek, its agents or employees. It is intended and expressly agreed that the purpose of the preceding provisions are to set an upper limit to the amount recoverable by Customer and to fix liability of Dentek at a specific sum of no more than $250.00. If Customer desires additional liability coverage, it shall be his/her responsibility to secure it from an insurance carrier or other agency of his choice, at his/her own expense.
14. The Effect of Termination:
(a) If either party terminates this Agreement as permitted in General – Events of Default, the following stipulations are agreed upon: (1) the party who is in material breach of the Agreement shall pay to the non-defaulting party all sums due under the Agreement. Said sums due under the Agreement are accelerated at the time of Termination of the Agreement.
(b) If the Customer terminates the Agreement prior to the end of the Agreement Term stated herein (“Early Termination”),
(c) Customer shall be charged a penalty and agrees to pay Three Hundred Dollars ($300) (“Early Termination Penalty”).
(d) Early Termination Penalty will decrease by $25.00 per month until Agreement is completed.
(e) In the event that the Customer is the “Defaulting Party”, then in that event, the following shall occur: (1) The Customer shall pay to Dentek all monies due under the Agreement;
(f) All other remedies shall be set out in accordance with Texas law are applicable to both parties;
(g) Subject to the above provisions, termination of this Agreement is without prejudice to any other rights or remedies of the parties and is without liability for any loss or damage occasioned by the termination. Termination of this Agreement does not release either party from any liability which, at the time of termination, has already accrued to the other party, or which may accrue as a result of any act or omission prior to termination or from any obligation which is expressly stated to survive the termination.
15. The Process of Termination:
In accordance with the terms and conditions set out below, this Agreement shall be subject to Termination by either party which shall be effective immediately. Either party may terminate this Agreement pursuant to the following terms and conditions:
For purposes of this Agreement the “Defaulting Party” shall be defined as follows: the Party who fails to abide by the terms and conditions of this Agreement.
(a) If any party is in violation of one (1) or more of the listed “Events of Default” as further set out in General – Events of Default. The party who is not the “Defaulting Party” may terminate the Agreement by giving notice to the Defaulting Party of their intent to terminate this Agreement. A party having the right to terminate this Agreement may exercise such right by giving the other party a thirty (30) days’ written notice stating the Agreement is terminated as of the later of the date of the notice or the permitted termination date;
(b) Termination by Customer for cause: Customer may terminate the Agreement if Dentek: (1) Persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or (2) Otherwise is guilty of substantial breach of a material provision of the Agreement.
(c) Termination by Dentek for cause: Dentek may terminate the Agreement if Customer: (1) Fails to make payments to Dentek for materials or labor in accordance with the terms of the Agreement; (2) Otherwise is guilty of substantial breach of a material provision of the Agreement Documents.
(d) During the initial terms or any subsequent term thereafter, Dentek may terminate this Agreement without cause, for any reason or no reason at all, in its sole discretion, by giving Customer thirty (30) days’ written notice of the intent of Dentek to terminate the same.
1. Authorization and Approval:
Electronic (“Online”) signature or printing and signing a service plan, service, or project quote will be considered authorized and approved by Customer. The approver shall be an authorized agent for the Customer and signs as an agent of the Customer, as well as, signs personally for the financial responsibility of the Support Services and/or Project Agreement.
2. Compensation, Payment Terms and Expenses:
All prices are in United States dollars. Amounts due hereunder are payable upon receipt of invoice. Standard payment of 100% of the Agreement is required up front before any Services will be rendered by Dentek. Alternative payment plans may be available with Customer upon approval from Dentek.
Customer agrees to pay a late charge of two percent (2%) per month, $25.00, or the maximum lawful rate, whichever is greater, for all amounts not paid within thirty (30) days of receipt of invoice. All taxes, duties, fees, permits costs and other governmental charges of any kind which are imposed by or under the authority of any government or any political subdivision thereof on the fees for any of the Services provided by Dentek under this Agreement shall be borne by Customer and shall not be considered a part of, a deduction from or an offset against such fees. Customer agrees to reimburse Dentek for all reasonable expenses authorized in advance by Customer and incurred in connection with this Agreement.
3. Pricing Subject to Change:
Hardware and/or software prices quoted by Dentek to Customer at the time of this Agreement are based upon the then-current prices and availability. Dentek reserves the right to revise prices quoted for hardware, software, and/or any services if those prices are determined inaccurate. Customer will be advised of any pricing changes for hardware, products, and/or services. If Customer and Dentek are not able to reach agreement on the revised pricing, Customer or Dentek may terminate the Agreement.
Dentek warrants that Dentek is adequately insured for injury to Dentek or its employees and others incurring loss or injury as a result of the acts of Dentek or its employees.
Dentek acknowledges that its employees may have access to Customer’s confidential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Customer may designate as confidential (“Confidential Information”). Dentek agrees to not disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Customer grants express, written consent of such a disclosure. In addition, neither party shall disclose to third parties, other than its agents and representatives on a need-to-know basis, the terms of this Agreement or any Schedule hereto without the prior written consent of the other party, except either party shall be entitled to disclose (i) such terms to the extent required by law; and (ii) the existence of this Agreement. Confidential information will not include information that is in the public domain, unless such information falls into public domain through Dentek’s unauthorized actions.
6. Software – Impact of Upgrades:
Please be advised that it is Customer’s responsibility to understand the impact of upgrades to the operating system, applications and utility software. Such upgrades can lead to incompatibilities and the possible loss of data. Computer hardware and software work together and incompatibility may not become apparent until a later date. Customer is responsible for contacting the manufacturer of any software regarding compatibility issues before Customer requests any upgrades to be completed by Dentek.
7. Backup Systems:
It is Customer’s responsibility to backup all existing data, software, and programs before and after receiving services or support (including remote support). Dentek will have no liability for loss or recovery of data, programs or loss of use of system(s) arising out of the services or support or any act or omission, including negligence, by Dentek.
8. Dentek not liable for data loss:
Due to the process of repair or upgrading hardware and/or software, data may get damaged or deleted. Dentek is not responsible for the loss of any data which may occur while performing work on your system. Customer is responsible for backing up data prior to work being performed by Dentek. Customer may request that Dentek back up data for Customer (an additional charge may apply); however, Dentek does not guarantee any back up. Dentek’s liability for damage to Customer computer(s) is limited only to any damage which is determined to be caused by the Dentek negligent acts or negligent omissions, if any. Dentek liability for repairs is limited to the total price of the repairs. Be aware that certain repairs, including but not limited to virus and spyware removal, may damage software and/or data installed on your computer. This is to be expected and may require the re-installation of your operating system, programs, and data.
9. Limitation Of Warranty Liability:
Dentek warrants that services will be performed in a good and workmanlike manner however Dentek makes no express or implied warranties with respect to any of the services or products provided, including but not limited to any warranty of merchantability, fitness for specific purpose, performance, suitability or non-infringement; any warranty relating to third-party products or third-party services; any warranty with respect to the performance of any hardware or software used in conducting services; any warranty concerning the results obtained from the services provided by Dentek, or results of any recommendation that Dentek makes. Dentek has not made and makes no guarantee or warranty, including implied warranty or merchantability or fitness, that the services supplied will avert, avoid, or prevent the loss of data or information or the consequences there from, which the service is designed to provide. Customer agrees to hold Dentek harmless for any loss or harm to the condition of data and releases Dentek of all liability for any claim for loss or damages to the data caused by efforts of Dentek to retrieve data, or otherwise. Customer represents that it is in lawful possession of all data made available to Dentek, and that possession of such property is not forbidden by any local, state, or federal law. It is mutually understood and agreed that in executing this agreement, Customer is not relying on any advice or advertisement of Dentek. Customer agrees that any representation, promise, condition, inducement or warranty, express or implied, including those of merchantability and fitness, not including in writing this agreement shall not be binding upon any “party”. The Customer assumes all risk for loss or damage to Customer’s equipment and data files except as specified herein.
10. Limitation of Liability:
Dentek does not warrant that electronics, computers, servers, website or software installed, repaired, or modified by Dentek will operate error-free or free of computer viruses. In no event shall Dentek or its affiliates, shareholders, directors, officers, employees, or agents be liable to Customer or any other third party for any loss of data, loss of business profits, business interruption or other direct, indirect, incidental, special, or consequential damages however caused and regardless of the theory of liability, including, but not limited to those that result from mistakes, omission, interruptions, deletion of files or e-mail, errors, defects, viruses, delays in operation or transmission, movement from equipment from one geographical location to another location, third-party software or hardware, or any failure of performance whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to Customer’s records, programs, or services. If Customer use of electronics, computers, servers, website or software installed, repaired, or modified by Dentek results in the need for servicing or replacement of equipment or loss of profits or data, Dentek is not responsible for those costs. These limitations shall apply even if such party had been advised or is aware of the possibility of such damages. Dentek’s liability for all claims arising out of this agreement, whether in contract, tort, or otherwise, shall be limited to the amount of fees paid by Customer to Dentek under this agreement for work performed on the project.
Customer authorizes Dentek to copy, install and modify, when necessary, all third party products, including software, to be used in services for Customer or to be copied or stored for subsequent re-installation of a backup system or data. Customer warrants to Dentek that it has obtained any licenses, consents, regulatory certifications or approvals required to give Dentek and its subcontractors or employees such rights or licenses to access, copy, distribute, use and/or modify or install any third party products to be used in the project, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. Dentek is not permitted by law to copy pirated or copyrighted materials or to copy or handle illegal data. Prior to Dentek providing service or support, you represent that your system(s) does not contain illegal files or data. Customer also represents that Customer owns the copyright or has a license to make copies to all files on Customer system and do not have any data that would cause Dentek to be liable for copyright infringement if those files were copied by Dentek.
12. Third Party Products and Warranties:
Dentek is not obligated to provide third-party branded service or support, or service or support for any products, software, part, or services that were manufactured by a third-party and not Dentek. Some manufacturers’ warranties or service agreement terms and conditions for third party products may become void if Dentek or anyone else, other than the manufacturer or its authorized representative, provides services for or works on the hardware or software (such as providing maintenance and repair services). Dentek does not take responsibility for third party warranties or for any effect that Dentek services may have on those warranties. Except as agreed to in writing between Customer and Dentek, third party products shall be exclusively subject to terms and conditions between the third party and Customer. Dentek shall have no liability for third party products and Customer shall look exclusively to the third party provider for any damages or liability with respect to the provision of such third party products.
13. Force Majeure:
Neither party shall be liable to the other party for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control including, but not limited to, fire, flood, war, embargo, strike, riot or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure events lasts longer than thirty (30) days, the other party may immediately terminate the applicable Agreement by giving written notice to the delayed party.
14. Additional Services:
Additional onsite services for software, hardware, installations, and other support services outside the scope of the standard support services or project agreement are available. Additional charges will apply and will be quoted on a case-by-case basis. New equipment, fees, and other services added after the Agreement is in place will be billed directly by Dentek.
The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
16. Events of Default:
The following shall be denominated as Events of Default:
(a) The failure of Customer to pay Dentek as set out under this Agreement when Dentek has fully performed under the terms of this Agreement;
(b) The failure of Dentek to complete, without termination this Agreement;
(c) The failure of Dentek to complete this Agreement by performing all the conditions herein;
(d) Either party instituting proceedings under any bankruptcy act, insolvency law or any law for the relief of debtors;
(e) Either party instituting proceedings for the appointment or application of a receiver for the other party;
(f) Either party making an assignment for the benefit of Creditors;
(g) A party other than Dentek and Customer initiating involuntary proceedings under any bankruptcy act, insolvency law or any law against Either party, which Either Party fails to have terminated or discharged within thirty (30) days; or
(h) A party other than Dentek or Customer initiating proceedings for the appointment or application of a receiver for either party, which either party fails to have terminated or discharged within thirty (30) days;
(i) Either party materially breaching this Agreement pursuant to the terms and conditions thereof.
17. Right to Cure:
Customer shall be responsible to notify Dentek in the event of a default of performance in this Agreement. Customer shall be required to provide to Dentek a written notice of the specific breach for which the requesting party is setting out as the condition of default. Once said written notice has been received by Dentek, Dentek shall have a commercially reasonable time, not to exceed thirty (30) days from the date of receipt the notice of default, in which to affect a cure. If Customer does not allow Dentek the right to cure, Customer waives any rights to legal action, financial recourse, or liability to Dentek.
18. Dispute Resolution and Venue:
Customer and Dentek will attempt to resolve any dispute through face-to-face negotiation with persons fully authorized to resolve the dispute or through mediation utilizing a mediator agreed to by the Parties, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain from state court in Dallas County a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying dispute will be resolved in accordance with this paragraph. In the event the parties are unable to resolve the dispute within thirty (30) days of notice of the dispute to the other party, the parties shall be free to pursue all remedies available by law or in equity. The parties agree that any dispute shall be brought exclusively in the state court located in Dallas County, Texas. Customer and Dentek agree to submit to the personal jurisdiction of the state courts located within Dallas County, Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
19. Return of Property:
Upon termination or completion of this Agreement, Dentek will promptly return to Customer all property belonging to Customer including but not limited to, equipment, software, drawings, documents and other tangible manifestations of Confidential Information (and all copies and reproductions thereof). Customer will return to Dentek any property belonging to Dentek.
20. Continuing Obligations:
Notwithstanding the termination of this Agreement for any reason, the provisions of General – Compensation, Payment Terms and Expenses of this Agreement will continue in full force and effect following such termination.
21. Entire Agreement:
This Agreement constitutes the entire agreement between the Parties and supersedes any prior oral and written communications, understandings, promises, conditions, agreements or representations of any kind preceding the date of this Agreement. No amendment to or modification of this Agreement, in whole or in part, will be binding unless it is in writing and signed by both Customer and Dentek. Any additional work not specified in this Agreement or other amendment or modification to this Agreement must be authorized by a written request and explicitly agreed to in a separate schedule or addendum agreed to and executed by both parties.
This Agreement shall be construed and interpreted fairly, in accordance with the plain English language meaning of its terms, and there shall be no presumption or inference against the party drafting this Agreement in construing or interpreting the provisions hereof.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
24. Binding Effect:
The covenants and conditions contained in this Agreement shall apply to and bind the Parties and the heirs, legal representatives, successors and permitted assigns of the Parties. This Agreement is solely for the benefit of the heirs, legal representatives, successors and permitted assigns of the Parties, and does not confer any rights or remedies on any other person or entity.
25. Cumulative Rights:
The Parties’ rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.
26. Mutual Indemnification:
Each party shall indemnify and hold the other, its assignees, agents, officers and employees harmless from and against any damages to real or tangible personal property and/or bodily injury to persons, including death, resulting from its or its employees or agents negligence or willful misconduct.
27. Modifications to Terms and Conditions:
Dentek reserves the right to amend the Terms and Conditions that govern use of the Support Services, Data Backup, or Project at any time by (a) posting a revised version of the Terms and Conditions on the Dentek website (www.MyDentek.com/Terms.html), or by (b) sending information regarding any amendment to the Terms and Conditions to the email address Customer provides to Dentek. Customer is responsible for regularly reviewing the Dentek website to be notified of any amendments to the Terms and Conditions. Customer’s continued use of the Support Services after such amended Terms and Conditions have been posted or information regarding such amended Terms and Conditions has been sent to Customer shall be deemed acceptance by Customer of the amended Terms and Conditions.
Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: Dentek Systems, Inc. 999 E. Arapaho Rd. Suite 100 Richardson, TX 75081.