Virtual Dental Care, Inc.
Terms and Conditions of Use
Updated: March 31, 2022
Please read these terms and conditions carefully before using Our Services
These terms and conditions ("Terms and Conditions") form a legal agreement between Virtual Dental Care, Inc. and You regarding Your access to and use of the various services offered through Our Websites and Platforms, as defined below (collectively, the "Services") The terms "You" and "Your" mean the individual accessing or using the Services, and also includes any person accessing or using the Services on Your behalf, and any legal entity on whose behalf You are accessing or using the Services.
Virtual Dental Care, Inc., on its own behalf and on behalf of its affiliates and/or wholly owned subsidiaries including, without limitation, Teledentistry Network, Inc. (collectively referred to as "VDC", "We" "Us" or "Our"), makes certain telehealth-related information and services available to you and/or facilitates access to teledentistry and professional dental services. Virtual Dental Care, Inc. owns and operates (i) various publicly available websites, including, without limitation, virtualdentalcare.com; get.teledentix.com; teledentix.com; teledentistrynetwork.com; and dental.com (collectively, the "Websites") and (ii) various web-based and mobile applications that require you to create an account in order to use a VDC Service, including, without limitation, Teledentix® (collectively, the "Platforms").
If you are a patient or acting on behalf of a patient and desire to participate in a teledentistry consultation, Your access to and use of the Services is also conditioned on Your consent to participate in a teledentistry consultation in accordance with the terms and conditions set forth below in the section entitled: "Patient Consent to Participation in a Teledentistry Consultation."
If You are a Dental Provider, a Covered Entity or a Business Associate and have not entered into a separate Business Associate Agreement with VDC, You and VDC agree to abide by the terms and conditions set forth below in the section entitled: “Business Associate Agreement."
By checking the box indicating that you accept these Terms and Conditions of Use and clicking the “Submit” button, or by accessing or using any of the Services, You agree to be bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not access the Services and should immediately cease all use of and access to all Websites and Platforms.
Virtual Dental Care, Inc. and Teledentistry Network, Inc. are not insurance providers nor a prescription fulfillment company. VDC's role is limited to facilitating Your access to teledentistry information and services and professional dental services. VDC is independent from the dentists and other dental providers who will be providing teledentistry services to you through the Websites and Platforms and is not responsible for the acts or omissions of such dental providers or for any content of the communications made by them. VDC does not engage in the practice of dentistry or provide any other health services.
Your Representations and Warranties
By registering on the Platforms, You represent and warrant the following: (i) You are at least eighteen (18) years of age, (ii) You have the legal ability and authority to enter into these Terms and Conditions with Virtual Dental Care, Inc., (iii) the information You have or will provided in your registration is accurate and complete, (iv) You will comply with any and all laws applicable to your use of the Websites and Platforms, (v) You will not interfere with a third party's use and enjoyment of the Websites and Platforms, (vi) You will not interfere with or disrupt VDC's or its vendors' security measures, (vii) if any information You provide to VDC directly or through the Platforms becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify VDC or the VDC-affiliated dental provider you have communicated with, (viii) You acknowledge that access to the healthcare services provided through the Platforms are not "insured services" under any provincial health plans, (ix) You acknowledge that any fees paid by You or by any other persons on Your behalf are not provided in exchange for any undertaking by VDC or its representatives that such healthcare services will be made available to You, and (x) You are accessing the Websites and Platforms for Yourself or a child under the age of eighteen for whom You are the legal guardian.
Subscriptions and Accounts
Some parts of the Services are available only with a paid subscription ("Subscription") and/or a unique account created for You to access our Services or parts of our Services ("Account"). Your Access to and use of the Services offered on a subscription basis by VDC are , in addition to these Terms and Conditions, governed by the terms set forth in Your Subscription Order Form and (unless you have entered into a separate written agreement with VDC to the contrary) the following additional terms:
If you enter into a Subscription with VDC You will be billed in advance on a recurring and periodic basis (such as monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew in accordance with the terms set forth in Your Subscription Order Form and the Terms and Conditions in effect at that time, unless You cancel or VDC cancels your Subscription.
You may cancel Your Subscription renewal at any time in advance of the end of a renewal period, either through Your Account settings page or by contacting VDC.
You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Services until the end of Your current Subscription period.
You agree to provide VDC with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
You agree to pay the Subscription Fee as indicated on Your Subscription Order Form, as modified or updated from time to time in accordance with these Terms and Conditions.
If you enter into a paid Subscription with VDC using a credit card, Your credit card will be charged the amount indicated in your Subscription Order Form each billing period until your Subscription is cancelled. You hereby authorize such regularly scheduled charges to your credit card and agree that this authorization will remain in effect until your Subscription is canceled.
Unless otherwise stated in Your Subscription Order Form, all amounts for which you are invoiced shall be paid in U.S. Dollars within seven (7) days after date of invoice.
Any payment not received by the date due shall bear interest from the date past due at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is more. In the event payment is ten (10) or more days overdue, VDC reserves the right to suspend the Services until the overdue amounts are paid in full.
In the event that payment due to VDC is collected at law or through an attorney-at-law, or through a collection agency, You agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorney’s fees.
The Subscription Fee set forth in the Subscription Order Form are net amounts to be fully paid without any tax deductions (in particular, any local withholding taxes on payments). You accept sole responsibility for the payment of any fees, taxes, charges, or assessments imposed on You or VDC to be paid to any foreign or domestic national, state, or local government bodies, or subdivisions thereof, and any penalties or interest.
VDC, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of Your then-current Subscription period.
VDC will provide You with prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Services after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Except when required by law, paid Subscription fees are non-refundable.
Certain refund requests for Subscriptions may be considered by VDC on a case-by-case basis and granted at the sole discretion of VDC.
VDC may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time. You may be required to enter Your billing information in order to sign up for the Free trial.
If You do enter Your billing information when signing up for a Free Trial, You will not be charged by VDC until the Free trial has expired. On the last day of the Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.
At any time and without notice, VDC reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.
When You create an Account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms and Conditions, which may result in immediate termination of Your Account for Our Services.
You are responsible for safeguarding the password that You use to access the Services and for any activities or actions under Your password, whether Your password is with Our Services or a Third-Party.
You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your Account.
Dentist Subscriber Collaboration Network Enrollment
Each licensed dentist that creates an Account with Us is granted access to the Teledentix Collaboration Module and automatically enrolled in the Teledentix Collaboration Network at no additional cost. Through these benefits, licensed dentists have access to the features of an advanced provider communication and collaboration tool that enables secure communications and referrals among licensed providers.
VDC may change the requirements for participation in the Teledentix Collaboration Network, modify the features of the Teledentix Collaboration Module, or terminate these programs in their entirety at any time in its sole discretion.
Licensed dentists can request to opt out of the Teledentix Collaboration Network at any time by contacting the Company at email@example.com.
Content and Use
Our Services may allow You to transmit, receive and post content ("Content") such as text, images, or other information that can be transmitted, posted, uploaded, linked to or otherwise made available by You, regardless of the form of that Content.
You are responsible for the Content that You transmit and post to the Websites and Platforms, including its legality, reliability, and appropriateness.
You agree to only post or upload information and media (like photos, videos, or audio) on the Websites and Platforms that you have taken yourself or that you have all rights to transmit and which do not violate trademark, copyright, privacy, or any other rights of any other person. By uploading any media, you warrant that you have permission from all persons appearing in your media for you to make this contribution and grant rights described herein.
Content and Use Restrictions
VDC is not responsible for the content of the Services' users. You expressly understand and agree that You are solely responsible for the Content you post and for all activity that occurs under your Account, whether done so by You or any third person using Your Account.
You may not transmit any Content or use the Websites or Platforms in any manner that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content and uses include, but are not limited to, the following:
- Unlawful or promoting unlawful activity.
- Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
- Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
- Containing or installing any viruses, worms, malware, trojan horses, or other content or volume of content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
- Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
- Misrepresenting your identity or affiliation or impersonating any person or entity including VDC and its employees or representatives.
- Allowing any other person to use the Websites or Platforms with your registration or login information
- Violating confidentiality or inappropriately disclosing confidential information of another person.
- Violating the privacy of any third person
- Violating or any laws or regulations
- False information and features.
VDC reserves the right, but not the obligation, in its sole discretion, to determine whether or not any Content is appropriate and complies with these Terms and Conditions, and to refuse or remove this Content. VDC further reserves the right to make formatting changes and edits and change the manner any Content. VDC can also limit or revoke the use of the Services if You post objectionable Content.
As VDC cannot control all content posted by users and/or third parties on the Services, you agree to use the Services at your own risk. You understand that by using the Services You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will VDC be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Although regular backups of Content are performed, VDC do not guarantee there will be no loss or corruption of data. You acknowledge that VDC has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state. You agree to maintain a complete and accurate copy of any Content in a location independent of the Services.
Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Services infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Services, You may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512(c)(3) for further detail) to: firstname.lastname@example.org and include in Your notice the following:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
- A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
- Identification of the URL or other specific location on the Services where the material that You claim is infringing is located.
- Your address, telephone number, and email address.
- A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
Intellectual Property Rights
VDC is the sole and exclusive owner of the Websites and Platforms, including any and all copyright, patent, trademark, trade secret and other ownership and intellectual property rights, in and to the Websites and Platforms and any related materials and documentation. No title or ownership of the Websites and Platforms or any portion thereof is transferred to you hereunder. VDC reserves all rights not expressly granted hereunder. You agree not to change or delete any copyright or proprietary notice related to materials downloaded from the Websites and/or Platforms.
You may provide input, comments or suggestions regarding the Websites and Platforms or Services ("Feedback"). You acknowledge and agree that VDC may use any Feedback without any obligation to you and you hereby grant VDC a worldwide, perpetual, irrevocable, royalty-free, transferable license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as VDC may deem appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in its sole discretion.
Links to Other Websites
Our Services may contain links to third-party web sites or services that are not owned or controlled by VDC. VDC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites; these Terms and Conditions do not apply to other websites. VDC disclaims any and all liability for any information, including without limitation, any dental and health treatment information set forth on linked sites.
You further acknowledge and agree that VDC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.
Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by VDC. Any views expressed by third parties on the Websites and Platforms are solely the views of such third party and VDC assumes no responsibility for the accuracy or veracity of any statement made by such third party.
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if You breach these Terms and Conditions. If You wish to terminate Your Account, You may simply discontinue using the Services. Upon termination, Your right to use the Services will cease immediately.
Indemnification and Limitation of Liability
You agree to defend, indemnify and hold VDC, and its respective officers, directors, employees, shareholders, affiliates, third-party contractors, agents, licensors and suppliers (each a VDC Party), harmless from and against any claims, actions or demands, losses, liabilities, damages, costs, expenses and settlements (including without limitation reasonable attorney and accounting fees), resulting from or alleged to result from, directly or indirectly, your (a) violation of these Terms and Conditions; (b) access to or use of the Platform and Websites; and (c) provision of other disclosure to VDC or a VDC-affiliated dental provider of any other information or data and the use of same by VDC or a VDC-affiliated dental provider other VDC Party as contemplated hereunder.
Notwithstanding any damages that You might incur, the entire liability of VDC and any of its suppliers for your access and use of the Services, or delay, restrictions or inability to do so, or under any provision of these Terms and conditions, and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You during the preceding 12 months for the Services or $100 USD if You haven't purchased anything from VDC or related to the Services.
IN NO EVENT SHALL VDC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SERVICES, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THESE TERMS AND CONDITIONS), EVEN IF VDC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
In the event a jurisdiction does not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not fully apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.
VDC shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond VDC's reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
"AS IS" and "AS AVAILABLE" Disclaimer
The Services are provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, VDC, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, VDC provides no warranty or undertaking, and makes no representation of any kind that the Services will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither VDC nor any of VDC's providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services, or the information, content, and materials or products included thereon; (ii) that the Services will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services; or (iv) that the Services, its servers, the content, or e-mails sent from or on behalf of VDC are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
In the event some or all of the above exclusions and limitations are not allowable in Your jurisdiction, the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Children Under the Age of 13
The Websites and Platforms are not intended for use or access by children under the age of 13. If you are under 13 years of age, you may not use or access the Websites or Platforms at any time or in any manner. By using the Websites or Platforms, you affirm that you are over the age of 13. VDC does not seek through the Websites or Platforms to gather personal information from or about persons under the age of 13 without the consent of a parent or guardian.
Governing Law and Jurisdiction
The laws of the State of California, excluding its conflicts of law rules, shall govern these Terms and Conditions and Your use of the Services. You and VDC irrevocably submit to the exclusive jurisdiction of the courts of the State of California, County of Orange, in respect of all matters and disputes arising hereunder, and waive any defense of lack of personal jurisdiction in that jurisdiction.
If You have any concern or dispute about the Services, You agree to first try to resolve the dispute informally by contacting VDC.
For Users Outside of the United States
At this time the Services are available only to residents of the United States residing within its boundaries. The Services are not available to residents of countries other than the United States, or to individuals who reside outside of the United States’ borders. If You are a resident of a jurisdiction other than the United States of America or reside outside of the borders of the United States, then You may not access the Services.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Term and Conditions are held to be unenforceable or invalid, such 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 continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms and Conditions shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
These Terms and Conditions and, if applicable, the terms set forth in Your Subscription Order Form, constitute the entire agreement between you and VDC as it relates to the access to, and use of, the Platform and Websites and the subject matter of these Terms and Conditions, and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between VDC and you.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms and Conditions at any time. If a revision is material We will update the Effective Date noted above and make reasonable efforts to post the revised terms and conditions prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Services after those revisions become effective, You agree to be bound by the revised Terms and Conditions. If You do not agree to the new Terms and Conditions, in whole or in part, please stop using the Services. By accessing or using the Websites and the Platforms after such changes are posted you agree and consent to all such changes.
If you have any questions about these Terms and Conditions, or need to provide notice to, or communicate with VDC under these Terms and Conditions, You can contact us:
- By email: email@example.com
- By US mail: Virtual Dental Care, Inc., 5319 University Drive #172, Irvine, CA 92612
VDC may provide notices or communications to you on the Websites and/or Platforms and you agree that such notices shall constitute notice to you whether or not you actually access the notice.
Patient Consent to Participation in a Teledentistry Consultation
If You Are A Patient or Acting On Behalf Of A Patient, Please Read Carefully
If you are a patient or acting on behalf of a patient Your access to and use of the Services is conditioned on Your consent to participate in a teledentistry consultation in accordance with the following terms and conditions. These terms and conditions form a part of the overall Terms and Conditions applicable to use of the Services and apply to all patients, their authorized users, representatives, visitors and others who access or use the Services on their behalf.
Teledentistry involves the use of electronic technology to enable patients, dentists and other health care professionals to communicate, share patient information and provide and receive oral health care services without being together physically in a dental office.
Your teledentistry consultation may include an exchange of information similar to the information that would be exchanged in an in-office dental visit. This may include personal, demographic and financial information relating to registration and payment, a general and oral health history, review of test results, review of the output data from medical devices and the review and preparation of patient dental records. It may also include any video, audio and photo recordings shared or taken of Your during the consultation. All such information may be preserved as part of Your patient records and may be discussed with other health care professionals as deemed appropriate by Your oral healthcare professional.
Your teledentistry consultation may also include diagnostic, preventive, treatment, educational and other activities and services deemed appropriate by the dentist or other health care professional. This may include an oral examination, recording of the condition of Your teeth, ordering or review of X-rays, photographs and other diagnostic procedures and tests, development of a treatment plan, treatment and recommendations for additional follow-up treatment, referrals or consultations.
Your teledentistry consult and interactions may be conducted in real time (synchronous), captured and stored for review at a later time (asynchronous), or both.
Existing confidentiality laws applicable to Your dental care apply to Your teledentistry consultation. Reasonable and appropriate efforts have been taken by VDC to protect the confidentiality of information exchanged and stored in the course of Your teledentistry consultation. The dentist and other oral healthcare providers participating in Your teledentistry consultation are also bound by applicable confidentiality requirements.
Benefits, Risks and Alternatives
Benefits. A teledentistry consult provides access to oral health care when an in-office consultation may not be available, required, cost-effective or desired. It also provides efficient management of oral health and access to expertise that might not otherwise be readily available.
Risks. As with any medical procedure, there are potential risks associated with the use of teledentistry. Information transmitted may not be sufficient, or of sufficient quality to allow for appropriate decision making by the dentist or other oral healthcare professionals. An in-person consultation with a dentist may still be necessary after the teledentistry consult. A teledentistry consult may not reveal all of the conditions that would be discovered during an office visit. Limitations inherent to the remote nature of the teledentistry consultation include the potential for limited resolution of images, transmission interruptions, limited visual and physical examination, limitations on access to instrumentation, equipment, tests, ancillary personnel, drugs, emergency equipment, medical records, benefits and insurance verification. These limitations and others may render the consultation inadequate or misleading, resulting in incorrect or incomplete evaluation, consultation and treatment. A lack of access to medical records may result in adverse drug interactions or allergic reactions or judgement errors. In addition, security protocols could fail, causing a breach of privacy of personal healthcare information.
Alternatives. The alternative to a teledentistry consultation is an in-person consultation with a dentist in a dental office.
Rights and Acknowledgements
You may choose not to participate in a teledentistry consultation at any time before or during the consultation. If You decide not to participate, it will not affect Your right to future care or treatment. You have the option to seek an in-person dental consultation at any time before or after a teledentistry consult. Charges for teledentistry consultations, including those scheduled and not started or not completed are determined by Your oral health care provider.
This consent applies to the use of teledentistry services and participation in a teledentistry consultation. Any further information regarding specific recommendations, services or treatments and the risks, benefits and alternatives relating thereto may be provided to Your by the dentist or other oral health care provider.
Your Agreement and Consent
I have been informed of and understand the potential benefits, risks and alternatives of participating in the teledentistry consult. I understand I will have had the opportunity during and following the teledentistry consultation to ask questions about the information exchanged and the oral health care services provided in connection with my teledentistry consultation.
I specifically consent to the taking and use of video, photographic and radiographic images and oral recordings, and the transmission and retention of these images and recordings through the teledentistry Services for purposes of the teledentistry consultation and furthering my oral healthcare.
I acknowledge and agree that no guarantee or assurance has been made by anyone regarding any specific results or outcome from my participation in the teledentistry consultation or the services provided in connection therewith.
By clicking the “I Agree” button, or by downloading, accessing or using the Services, I voluntarily consent to participate in and receive oral health care services through a teledentistry consultation and acknowledge and agree to be bound by the forgoing terms and conditions.
I acknowledge receipt of this Patient Consent to Participate in a Teledentistry Consultation and confirm and agree that my electronic acceptance is the legally binding equivalent to my handwritten signature.
Business Associate Agreement
If You are a Dental "Provider," “Covered Entity” or “Business Associate" (as defined by the Health Insurance Portability and Accountability Act of 1996, as amended), You and VDC (each, a “Party”) each agree to be bound by and abide by the Terms and Conditions set forth below; provided, however, that if You and VDC have entered into a separate Business Associate Agreement, the terms of that agreement shall prevail and the terms and conditions set forth below shall not apply.
WHEREAS, each of the Parties is a Covered entity or performs services on behalf of covered entities (the “Covered Entities”) subject to the federal Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d – 1320d-8 (“HIPAA”), as amended from time to time, and is required to safeguard individually identifiable health information of such covered entities that each such Party uses, discloses, maintains, or otherwise accesses (hereinafter “protected health information” or “PHI”) on behalf of such covered entities in accordance with the requirements HIPAA establishes and also the requirements set forth in the Health Information Technology Act for Economic and Clinical Health Act and any regulations promulgated thereunder (the “HITECH Act”); and
WHEREAS, the Parties each desire to delegate to the other certain tasks, as identified herein, which may involve the use or disclosure of PHI created, received or transmitted by the Covered Entity, the other Party and/or other business associates of the covered entities.
- Regulations. Terms used, but not otherwise defined, in the Agreement shall have the same meaning as those terms in the federal Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Parts 160 and 164 (the “Privacy Rule”) and the federal Security Standards, 45 C.F.R. Parts 160, 162 and 164 (the “Security Rule”), and Breach Notification Standards, 45 C.F.R. Parts 160 and 164 (the “Breach Notification Rule”) as they may be amended from time to time.
- The following terms used in this BA Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
- Specific Definitions
- Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103.
- “Protected Health Information” or “PHI” as used in this BA Agreement means (subject to the definition at 45 C.F.R. § 160.103) Individually Identifiable Health Information that a Party receives from the other Party or that a Party creates or receives on behalf of the Covered Entity or other Party. This BA Agreement is intended to comply with the requirements for business associate agreements under the Privacy Rule and is to be construed to achieve compliance with those requirements. References to the specific provision of the Privacy Rule and/or Security Rule are provided, as appropriate.
- Obligations of the Parties
- Each Party agrees not to use or disclose PHI other than as permitted or required by the Agreement or as Required by Law. Each Party will comply with the provisions of this BA Agreement related to the privacy, security and breach notification of PHI and all present and future provisions of the HIPAA Rules that are applicable to such Party. To the extent that a Party is to carry out any of a Covered Entity’s or the other Party’s obligations under the Privacy Rule, such Party shall comply with the requirements of the Privacy Rule that apply to such Covered Entity or other party in the performance of such obligations.
- Each Party agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this BA Agreement and to comply with the Security Rule with respect to electronic PHI.
- Each Party agrees to mitigate, to the extent practicable, any harmful effect that is known to such Party of a use or disclosure of PHI by such Party in violation of the requirements of this BA Agreement.
- Each Party agrees to report promptly to the other Party any use or disclosure of the PHI not provided for by this BA Agreement of which it becomes aware. This provision applies to Breaches of Unsecured PHI, as those terms are defined at 45 C.F.R. 164.402. Each Party’s notice shall include the applicable elements as set forth at 45 C.F.R. 164.410(c).
- In accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Each Party agrees to enter into written agreements with any agent, including a subcontractor, that creates, receives, maintains, or transmits PHI on behalf of the other Party, and the terms of such agreements shall incorporate the same restrictions and conditions that apply through this BA Agreement to such Party with respect to such information.
- Each Party agrees to provide access, at the request of the other Party, and in a timely manner, to PHI in a Designated Record Set, to the other Party or, as directed by the other Party, to the Covered Entity or an Individual in order to meet the requirements under 45 CFR 164.524.
- Each Party agrees to make any amendment(s) to PHI in a Designated Record Set that the other Party directs or agrees in order to meet the requirements pursuant to 45 CFR 164.526 at the request of the other Party or an Individual, and in a timely manner.
- Each Party agrees to make internal practices, books, and records, including policies and procedures and PHI, relating to the use and disclosure of PHI received from, or created or received by such Party on behalf of the Covered Entity or other Party available to the Secretary, in a timely manner, for purposes of the Secretary determining compliance with the Privacy Rule.
- Each Party agrees to document such disclosures of PHI and information related to such disclosures as would be required for the Covered Entity or other Party to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.
- Each Party agrees to provide the other Party, in a timely manner, information collected in accordance with Section 2(i) of this BA Agreement, to permit the other Party to respond to a request by a Covered Entity or an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.
- Permitted Use and Disclosures by Each Party
- Except as otherwise prohibited by law or limited in this BA Agreement, each Party may use or disclose PHI to perform functions, activities, or services for, or on behalf of, the other Party as specified in this BA Agreement or the underlying software license or services agreement of even date herewith between the Parties, provided that such use or disclosure would not violate the HIPAA Rules if done by the other Party or the minimum necessary policies and procedures of the other Party.
- In addition to the purposes set forth in subparagraph (a), each Party may use or disclose PHI provided or made available from the other Party for the proper management and administration of such Party or to carry out legal responsibilities of that Party. Notwithstanding the foregoing, such a use and disclosure is permitted provided that: (1) the disclosures are Required by Law, or (2) Each Party obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Each Party of any instances of which it is aware in which the confidentiality of the information has been breached.
- Each Party may use PHI to provide Data Aggregation services to the other Party as permitted by 45 C.F.R. § 164.504(e) (2) (i) (B).
- Further Obligations
- A Party shall notify the other Party of any limitation(s) in its Notice of Privacy Practices in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect the Party’s use or disclosure of PHI.
- A Party shall notify the other Party of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect each Party’s use or disclosure of PHI.
- A Party shall notify the other Party of any restriction to the use or disclosure of PHI pursuant to 45 CFR 164.522, to the extent that such restriction may affect the Party’s use or disclosure of PHI.
- A Party shall not request the other Party to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by such Party.
- Term and Termination of Agreement
- Term. The Term of this BA Agreement shall commence as of the Effective Date and shall terminate when all of the PHI created, received, maintained or transmitted by each Party on behalf of the other Party is destroyed or returned to the other Party, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this Section. This provision will survive the expiration or termination of this BA Agreement for any reason.
- Termination for Cause. Notwithstanding any other provisions of this BA Agreement, upon a Party’s knowledge of a material breach by the other Party of the terms of this BA Agreement, the non-breaching Party shall either: (1) provide an opportunity for the breaching Party to cure the breach. The nonbreaching Party may terminate this BA Agreement if the breaching Party does not cure the breach or end the violation within a reasonable time period as specified by the non-breaching Party; or (2) immediately terminate this BA Agreement if cure is not possible.
- Effect of Termination. (1) Except as provided in paragraph (2) of this Section, upon termination of this BA Agreement, for any reason, each Party shall return or destroy all PHI created, received, maintained, or transmitted on behalf of the other Party. Each Party shall not retain copies of any PHI of the other Party. This provision shall also apply to PHI that is in the possession of subcontractors or agents of a Party. This provision will survive the expiration or termination of this BA Agreement. (2) In the event that a Party determines that returning or destroying the PHI is not feasible, such Party shall notify the other Party of this determination and its reasons. If the other Party agrees that return or destruction of PHI is not feasible, the Party holding the PHI shall extend the protections of this Addendum to such PHI and limit further uses or disclosures, for so long as such Party maintains such PHI. This provision shall also apply to PHI that is in the possession of subcontractors or agents of such Party. This provision will survive the expiration or termination of this BA Agreement.
- Regulatory References. A reference in this BA Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
- Amendment. The Parties agree to take such action as is necessary to amend this BA Agreement from time to time as is necessary for the Parties to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L No. 104-191.
- Third Party Beneficiaries. This BA Agreement has been made and is made solely for the benefit of the parties named as parties to the agreement and their respective successors and permitted assigns. Nothing in this BA Agreement is intended to confer any rights or remedies under or by reason of this BA Agreement on any persons other than the parties to it and their respective successors and permitted assigns.
- Notice. Any notice, approval, request, authorization, direction or other communication under this BA Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (i) on personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
- Waiver by Accepting Varied Performance. No waiver of any provision or consent to any action shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically set forth in writing. Any waiver given by a party shall be null and void if the party requesting such waiver has not provided a full and complete disclosure of all material facts relevant to the waiver requested.
- Independent Contractors. The Parties to this BA Agreement are independent contractors. Neither Party is an agent, representative or employee of the other Party. Neither Party will have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This BA Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
- Amendments and Modifications. No amendment, modification, or supplement to this BA Agreement shall be binding on any of the parties unless it is in writing and signed by the parties in interest at the time of the modification.
- Integration. This BA Agreement as well as agreements and other documents referred to in this BA Agreement constitute the entire agreement between the parties with regard to the subject matter hereof and thereof. This BA Agreement supersedes all previous agreements between or among the parties. There are no agreements, representations, or warranties between or among the parties other than those set forth in this BA Agreement or the documents and agreements referred to in this BA Agreement.
- Severability. If any term or provision of this BA Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part thereof shall be stricken from this BA Agreement, and such provision shall not affect the legality, enforceability, or validity of the remainder of this BA Agreement. If any provision or part thereof of this BA Agreement is stricken in accordance with the provisions of this Section, then this stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.
- Choice of Law and Forum Selection. To the extent not preempted by HIPAA or the Privacy Rule, the laws of the State of California shall govern this BA Agreement. The parties hereto agree that all actions or proceedings arising in connection with this BA Agreement shall be tried and litigated exclusively in the State and Federal courts located in Orange County, California.
- Supercedure. In the event that any term or provision of any agreement between the parties conflicts with a term or provision of this BA Agreement, this BA Agreement shall control.