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Terms of Service

a person signing an agreement

1. Introduction

This Agreement ("Agreement") is made and entered into as of [DATE] by and between Remedius Softworks Private Limited ("Company") and [Name of Dental Clinic] ("Client"). This Agreement governs Client's use of the Company's dental practice management software ("Software") and includes the following sections:

  • Part 1: General Provisions

  • Part 2: Grant of License and Responsibilities

  • Part 3: Fees and Payment

  • Part 4: Data Privacy and Security

  • Part 5: Intellectual Property Rights

  • Part 6: Disclaimer of Warranties and Limitation of Liability

  • Part 7: Indemnification

  • Part 8: Governing Law and Jurisdiction

  • Part 9: Entire Agreement and Severability

  • Part 10: Notices

  • Part 11: Waiver

  • Part 12: Force Majeure

  • Part 13: Amendment and Assignment

  • Part 14: Counterparts

 

2. Part 1: General Provisions

2.1 Activation Date: shall be the date on which the Client is delivered an activation key or similar device which may include just a login name, and password from Ficura to use the Ficura Software which is also referred to herein as “SaaS Software” or “Software”.

2.2 Agreement: means this Agreement including all attachments, annexes, schedules and other ancillary documents that relate to it, as well as any other attachments, annexes, schedules and other ancillary documents referred to in this Agreement.

2.3 Affiliate: means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. ‘Control’ for the purposes of this definition, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that company, through the ownership or control of securities representing a majority of the voting interests of the subject entity.

2.4 Application: shall mean any software used by the Client for its internal purposes.

2.5 Order Form: The Order Form, incorporated by reference herein, details the specific features, subscription plan, pricing, and other relevant information regarding Client's access to the Software.

2.6 Compliance with Laws: Client agrees to comply with all applicable laws and regulations relating to the use of the Software, including data privacy, healthcare information security, and professional obligations.

2.7 Platform User: means each Client employee designated by Client to serve as user of the Ficura SaaS platform on Client’s behalf. Each Platform User must complete training and qualification requirements reasonably requested by Ficura. Platform Users may include, for example, Client employees, consultants, contractors and agents, and other third parties. 

2.8 Providers: shall include: (1) each owner, employee, contractor or agent of Client that has a State Dental License; and (2) each owner, employee, contractor or agent of Client that has a State Hygiene License and can provide dental patient services unsupervised by a Provider with a State Dental License. It does not include a provider such as hygienists or assistants that provide care under the direction and billed under a unique Tax ID of a licensed Dentist. Other medical supporting staff are also not considered Providers such as billers, scheduling clerks, dental assistants, technicians (lab, radiology, etc.), and case managers. A Provider as defined above typically has a physician-level medical license, including, but not limited to, the following professional designations: BDS, DMD, DDS, MD, and Ph.D.

2.9 Client Content: means all data and materials created or provided by Platform User to Ficura for use in connection with the SaaS Services, including, without limitation, flows, text snippets, images, and videos.

2.10 Documentation: means the user guides, online help, release notes, training materials and other documentation provided or made available by Ficura to Client regarding the use or operation of the SaaS Services.

2.11 End User(s): means an individual that uses the Client Application & interacts with Ficura widgets overlays & content on top of the Application and includes Platform users. 

2.12 End User Data: means any data or information of any End User that is provided to or obtained by any Party in the performance of its obligations under this Agreement, including but not limited to, all lists of End Users, former End Users, and all information relating to and identified with such End Users.

2.13 GDPR: means the EU General Data Protection Regulation (EU) 2016/279.

2.14 Intellectual Property Rights: means all (i) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author’s rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of India or any other state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (iii) all derivatives of any of the foregoing.

2.15 Order Form: shall mean the Order Form executed by Ficura and Client, defining the scope of Client’s subscription plan for use and access of the Software.

2.16 Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller

2.17 Professional Services: means consulting, implementation or other services that may be provided by Ficura to Client hereunder and that may involve analysis, development, technical support, integration, and training, as set forth in more detail in the SOW or Order Form.

2.18 SaaS Software or Software: means the cloud-based Practice Management Software as made available under the brand name ‘Ficura’ to Client hereunder in a hosted, software-as-a-service format, and including all upgrades, updates and patches to the SaaS Services that Ficura makes available for general release at no additional charge to its Clients. Particulars of the Services offered shall depend on Subscription Plan opted for by Client.

2.19 Support Services: means the technical support services for the SaaS Software available.

2.20 Subscription: means the limited license to use and access the Software and Services in line with the Subscription Plan purchased by the Client.

2.21 Subscription Term: shall mean that period specified in the applicable Order Form during which Client will have on-line access and use of the Software through Ficura’s SaaS Services. The Subscription Term shall renew for a successive Subscription Term, unless terminated in accordance with Section 7.2 of this Agreement.

2.22 Subscription Fees or Fees: shall mean the amounts as mentioned in the applicable Order Form. 

2.23 Ficura Flows or Walkthroughs: are a series of steps that help users learn an objective or complete a task through a series of step-by-step actions. These steps display as a layer over your web application.

2.24 Website: means our official website viz. (https://ficura.in).

2.25 Update: shall mean minor extensions to the supplied functionality and/or replacement of the manner of functioning of a supplied functionality by a newer functionality which has improved characteristics, but which does essentially retain the original functional scope and/or implements it differently.

2.26 Upgrade: shall mean an extension of the Software feature set.

2.27 Mobile App: shall mean any Ficura provided application that may reside on a mobile device such as an iPad or iPhone that provides a user interface for using the software or other associated programs. Alternatively, a “Mobile App” shall mean a software configured to enable operation on a mobile device.

 

3. Part 2: Grant of License and Responsibilities

3.1 License Grant: Company grants Client a non-exclusive, non-transferable, revocable license to use the Software within the authorized number of locations specified in the Order Form.

3.2 Client Responsibilities: Client is responsible for:

* Maintaining accurate and up-to-date information within the Software.

* Ensuring authorized access to the Software by designated personnel.

* Not sharing login credentials with unauthorized individuals.

* Implementing appropriate security measures to protect Patient Data.

* Complying with all data privacy and security regulations applicable to Patient Data.

* Using the Software solely for its intended business purposes.

 

4. Part 3: Fees and Payment

4.1 Fees: Client agrees to pay the fees set forth in the Order Form. Any applicable taxes will be added to the fees.

4.2 Payment Terms: Payment is due in advance for the subscription period specified in the Order Form. Company reserves the right to suspend or terminate access to the Software if fees are not paid in a timely manner.

4.3 Refunds: Company will not provide refunds for unused portions of the subscription period.

 

5. Part 4: Data Privacy and Security

5.1 Data Ownership: Client retains ownership of all Patient Data entered into the Software.

5.2 Data Security: Company implements commercially reasonable security measures to protect Patient Data from unauthorized access, disclosure, alteration, or destruction.

5.3 Data Breaches: In the event of a data breach, Company will promptly notify Client and take reasonable steps to mitigate the harm caused. Client agrees to cooperate with Company in the investigation and remediation of any data breach.

5.4 HIPAA Compliance: Client is solely responsible for ensuring compliance with the Health Insurance Portability and Accountability Act (HIPAA) and any other applicable data privacy regulations.

 

6. Part 5: Intellectual Property Rights

6.1 Ownership: The Software and all intellectual property rights therein are the exclusive property of Company. Client may not modify, reverse engineer, decompile, disassemble, or create derivative works of the Software.

6.2 Trademarks: Client may not use any of Company's trademarks without Company's prior written permission.

 

7. Part 6: Disclaimer of Warranties and Limitation of Liability

7.1 Disclaimer of Warranties: THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Limitation of Liability: COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO COMPANY IN THE PRECEDING [NUMBER] MONTHS.

 

8. Part 7: Indemnification:

Client agrees to indemnify and hold harmless Company from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Client's breach of this Agreement.

  • Client's misuse of the Software.

  • Client's unauthorized access to or use of any third-party software or data through the Software.

  • Any claim that Client's use of the Software infringes the intellectual property rights of any third party.

 

9. Part 8: Governing Law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the State of [STATE] located in [CITY].

 

10. Part 9: Entire Agreement and Severability:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

 

11. Part 10: Notices:

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by personal hand delivery, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier, addressed as follows:

If to Company:

[Company Address]

If to Client:

[Client Address]

 

12. Part 11: Waiver:

No waiver by either party of any breach of this Agreement shall be deemed a waiver of any prior or subsequent breach.

 

13. Part 12: Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, strikes, or natural disasters.

 

14. Part 13: Amendment and Assignment:

This Agreement may be amended only by a written agreement signed by both parties. Neither party may assign this Agreement without the prior written consent of the other party.

 

15. Part 14: Counterparts:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Additional Provisions:

In addition to the above, consider including specific provisions related to:

  • Support and Maintenance: Company's responsibilities for providing ongoing support and maintenance for the Software.

  • Termination: The specific process for terminating the Agreement, including any termination fees.

  • Confidentiality: Client's obligation to maintain the confidentiality of Company's proprietary information.

  • Export Controls: Restrictions on the export or use of the Software outside of certain jurisdictions.

By incorporating these additional provisions and customizing them to the specific needs of your company and the Software, you can create a comprehensive set of Dental Practice Management Software Terms and Conditions that protect your interests and provide clarity for your clients.

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