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Terms of Service

Terms of Service

Modento Inc.
Terms of Service

Last Updated: November 2020

1. Acceptance and Modifications

  • A. By using the Modento Services, you agree to be bound by the terms and conditions of this Agreement, and any future amendments and additions to this Agreement as published from time to time at www.modento.io. If you do not agree to the terms below, please do not use the Site, Application, or Services. If you have any questions or concerns about this Agreement, please feel free to contact Modento at support@modento.io. If you are using the Modento Services on behalf of an individual or authorized legal entity other than yourself, you represent that you are authorized by such individual or entity to act on such individual or entity’s behalf, and that such individual or entity acknowledges these Terms. You must be at least 18 years old to use the Site, Application, or Modento Services. By using the Site, Application, or Modento Services, you represent and warrant that you are at least 18 years of age and have the authority and capacity to enter into this Agreement and to abide by all the terms and conditions of this Agreement. Any use by anyone under 18 is expressly prohibited.
  • B. Amendments or Modifications
    We may modify the terms of this Agreement (including our Privacy Policy) at any time in our sole discretion, by posting amended terms to this Agreement to the Site, Application, or by sending you an e-mail to the email address you provided to us upon signing up. Your continued use of the Modento Services thereafter shall constitute immediate acceptance of all revised, modified and amended terms to this Agreement. However, you should review the most up-to-date version of the Agreement from time-to-time on the Site or Application. We will notify you of any material changes, amendments or modifications to this Agreement through the Site or Application, or through other direct communication. In the event you choose not to agree and accept the new, modified or amended Agreement, you shall cease use of any and all of the Modento Services and notify us in writing.

2. Services

Modento provides an online platform where Patients (defined below) and authorized third party Service Providers (defined below) and the services they offer are (“Provider Services”) can interact and transact directly with each other regarding the Provider Services, including scheduling a visit, filling out patient forms, setting appointment reminders, accessing information about Providers, receiving personal medical record information, making payments for Provider Services, and tracking loyalty program points. YOU UNDERSTAND AND AGREE THAT MODENTO IS NOT A MEDICAL SERVICE PROVIDER AND IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PATIENTS AND PROVIDERS. THE CONTENT CONTAINED IN THE MODENTO SERVICES IS FOR INFORMATIONAL PURPOSES ONLY. MODENTO HAS NO CONTROL OVER THE CONDUCT OF PROVIDERS, THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS.

3. PROTECTED HEALTH INFORMATION, HIPAA, & BUSINESS ASSOCIATE

  • a. We require that all health care providers, Dental Clinics, physicians, hospitals, medical staff and their personnel, employees, agents, vendors, and affiliates who use the Modento Services comply with this Agreement, and all federal, state, or local government law, statute, rule, code, regulation, permit, ordinance, authorization, order, judgment or similar governmental requirement, including without limitation the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and The Privacy Rule.
  • b. Modento is not a “covered entity” pursuant to HIPAA. However, pursuant to 45 CFR 160.103, we are a “business associate” to our Dental Clinics (defined below), who are considered “covered entities” and who may possess Individually Identifiable Health Information that is protected under HIPAA, the Privacy Rule, the Security Rule and the HITECH Standards.
  • c. Protected health information (PHI) does not include information that has been de-identified in accordance with HIPAA (“De-Identified Health Information”).
  • d. Patient Information means any protected health information (PHI) (as such term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and all implementing regulations (“HIPAA”)), including treatment plans, diagnoses, symptoms, and images.
  • e. As a Business Associate to our Dental Clinics, we will appropriately safeguard the protected health information we receive or create on behalf of the covered entity and Dental Clinics and for Patients. We will use the Data and information collected by the Dental Clinics only for the purposes of providing the Modento Services to the Dental Clinics and its Patients (defined below). We will safeguard the Data information from misuse and will help the Dental Clinics comply with some of their duties as a covered entity under the Privacy Rule.
  • f. Dental Clinics that qualify as a covered entity, may disclose protected health information to us in our role as a Business Associate to them, only to help the Dental Clinic carry out its health care functions, not for our independent use or purposes, except as needed for the proper operations, management, research, development and administration of Modento Services.
  • g. Under HIPAA, a “covered entity” is required to provide its patients a Notice of Privacy Practices that describes how the covered entity uses and discloses PHI. As a result, the Dental Clinics shall provide Patients who use Modento Services a HIPAANotice of Privacy Practices that describes how the Dental Clinics may use or disclosePatients PHI (the “Dental Clinic’s Notice of Privacy Practices”).
  • h. HIPAA also requires a covered entity to obtain a patient authorization that satisfies certain requirements in order for the covered entity or its business associates to use or disclose PHI in certain ways. In order to ensure that the Dental Clinics and Modento are able to effectively provide their respective services to both the Dental Clinics and Patients, and that you are able to utilize the full functionality of the Modento Service, the Dental Clinics and Modento may need to use or disclose Patient PHI in ways that would require the Dental Clinic to obtain an authorization under HIPAA. As a result, the Dental Clinic has obtained or will obtain from Patient a patient authorization (a “Patient Authorization”) that authorizes the Dental Clinics and Modento to use and disclose Patient PHI with one another in order to provide the Modento Services.
  • i. If you are a Patient, you agree that you have provided your Dental Clinic, that uses the Modento Services, adequate and up-to-date health authorizations to release information to us, and for us to use in the operation of the Modento Services. If Patient is a Minor, a legal guardian guarantees that they have executed and delivered the appropriate and required health authorizations on behalf of the Minor to the Dental Clinic using Modento Services. In the event that you are no longer a Patient of the associated Dental Clinic or you withdraw your consent or HIPAA authorizations provided to us and/or your Dental Clinic, you are responsible for notifying us in writing so that we can ensure we do not process your unauthorized PHI or Data moving forward. If you fail to provide us with this notice, you shall be solely responsible and liable for any further Data processing thereafter.
  • j. To the extent that Modento is in fact a “business associate” of the Dental Clinics, our use and disclosure of Patient PHI will comply with HIPAA and any Patient Authorization. Any information that does not constitute PHI may be used or disclosed in any manner permitted under this Agreement, Privacy Policy or by law.
  • k. You hereby agree, that since we are a Business Associate of our Dental Clinics, we shall have the right to access, collect, acquire, analyze, retain, and use the Data that we are provided through the Dental Clinic’s use of the Modento Services, solely for business purposes, including, without limitation, patient timelines, patient notifications, appointment scheduling, communications, and research and development for further features, services, and products. We will never sell your Data to third parties, vendors, or partners without your prior written authorization.

4. Users

  • a. In order to use the Modento Services, Users represent that they are (1) doing business in the United States; (2) have the legal capacity and authority to enter into this Agreement; and (3) have read, understood, and agree to be bound by the Terms, regardless of the device or platform by which you access any of Modento Services. If you do not agree to the Terms, you shall not use Modento Services. Users may be Dental Clinics or Patients, as defined below.
  • b. If you are using the Modento Services on behalf of a business as a Dental Clinic, that business hereby accepts these Terms and is liable for any breach or violation Terms herein. All Users shall hold harmless and indemnify Modento and its affiliates, partners, officers, agents, and employees from any claim, suit or action arising from or related to its use of the Modento Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and reasonable attorney’s fees.

5. Types of Users

  • a. Dental Clinics or Service Providers.
    • i. Dental Clinics or Service Providers shall be defined as a practicing and licensed dentist or dental clinics that is considered a “covered entity” pursuant to HIPAA, including, without limitation, dental facilities, clinics, physicians, hospitals, and medical clinics that have executed a Business Associate Agreement (“BAA”) with Modento. (“Dental Clinics” or “Service Providers”).
    • ii. Service Providers shall use the web-based and mobile applications of the Modento Services including but not limited to the, Dashboard, Modento Go and Modento Kiosk which are used to manage the communication with the Dental Clinics’ patients (“Dashboard”), provide patients with pre-defined consents, treatment plans, and patient forms (“Kiosk”).
  • b. Patients.
    • i. Patients shall be defined as any individual or person over the age of 18 or a minor (under the age of 18 (“Minor”)) accompanied by a legal guardian, seeking professional and licensed dental services from a Dental Clinic that uses the Modento Services. Patients shall only have access to use the Application, Patient Portal, Forms,Online Scheduling and Kiosk in order to provide us with their basic personal information, agree to this Terms of Service and the Policy, and access their medical records, ePHI, PHI, and Data collected and maintained by us.
    • ii. Patients shall use the Application to use the Modento Services, along with the Modento Kiosk where you can sign consents and treatment plans, and the Patient Portal where you can fill and update patient forms.

6. Accounts and Registration.

  • a. Dental Clinics.
    • i. Method: Dental Clinic Users may sign up via the Site or by calling or emailing Modento.
    • ii. Account Manager: Once you have successfully signed up via the Site, call or email, you will be assigned a Modento On-boarding coordinator to help facilitate the registration process and onboard additional administrative members of your team (“Account Manager”).
    • iii. Registration Information: In order to register and create an account with us to use the Modento Services (“Dental Clinic Account”), you will need to provide us with the following, without limitation: your Dental Clinics’ practice name, profile picture, dental director name and dental/medical licensure information (if applicable), email address, phone number, address, list of physician names, fax number, NPI number, efax number, and dental insurance information (“Clinic Registration Information”). By registering an account, you agree to provide accurate, current, and complete information about your Dental Clinic and its employees, directors, officers, agents and staff as prompted. When registering for a Dental Clinic Account, you will be required to select a username and password that will be used to access your Dental Clinic Account (“Login Credentials”). You are responsible for protecting your password and for all activities that occur under your Dental Clinic Account, whether known or unknown to you. You agree that you will not disclose your Login Credentials to any third party, unless required to do so by law.
  • b. Patients
    • i. Method: Patient Users may sign up via the Application and shall link their Patient Account with their qualified Dental Clinics that provide Patient with professional dental services.
    • ii. Registration Information: In order to register and allow the Dental Clinic to use the Modento Services with you, you shall create an account with us via the Applications (“Patient Account”), and you shall provide us with the following, without limitation: your legal name, gender, address, date of birth, insurance carrier, insurance information, phone number, signature, medical history, dental history, treatment plans, payment history, payment information, consent to contact you regarding the Modento Services and your Patient Account, and consent to use your Patient Information, Data, health information, PHI, and ePHI to provide you with Modento Services (“Patient Registration Information”).

7. Payments and Fees

  • a. In order for Dental Clinic Users to use the Modento Services, you must pay a Fee as designated on our Site (“Fees”). Modento reserves the right to modify the Fees in our sole discretion and for any reason from time-to-time.
  • b. All payments, including Fees, and any refunds, shall be made through our secure third-party payment gateway, such as Stripe (“Third Party Payment Gateway”). Please be sure to review their terms and conditions, and privacy policy. See, our Privacy Policy for further information on payment processing and Payment Information collected. We are not liable for any issues arising from or related to your breach of any Third-Party Payment Gateway’s policies. We may, from time-to-time, change our Third-Party Payment Gateway, and shall provide you with written notice of such change. All information collected through our Third-Party Payment Gateway, such as credit card information, names, and addresses, may be accessible to us but will not be used by us. We are not liable for any data or security breach, or compromised personal information that is caused, directly or indirectly, by the Third-Party Payment Gateway.

8. User Content, Guarantee & License

  • a. Content: For purposes of these Terms: (i) “Content” means any text, software, scripts, graphics, photos, images, Patient Information, sounds, music, videos, logos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Site, Application or Modento Services; and (ii) “User Content” means any Content, Patient Information, Patient Registration Information, Clinic Registration Information, or Data that Users (including you) provide to be made available through the Modento Services.
  • b. Guarantee: By transmitting or submitting any User Content while using the Modento Services, you affirm, represent, guarantee and warrant that such transmission or submission is (a) accurate and up-to-date; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code; and (d) you acknowledge and agree that any of your personal information or PHI within such content will at all times be processed by us in accordance with our Privacy Policy. Patient Users guarantee that they have executed the required health authorizations in order to use the Modento Services. Dental Clinics guarantee that they have the legal authority and patient consents and authorizations required to use the Modento Services.
  • c. License: When transmitting or submitting information, Patient Information, and User Content to the Modento Services, you retain all intellectual property rights and ownership to your User Content. No transfer of ownership is created between you and us, for your User Content or vice versa. However, so that we can operate the Modento Services effectively, you grant us, by submitting your User Content to the Site or Modento Services, a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license, including the right to sublicense and assign to third parties, and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your User Content as well as all modified and derivative works thereof in connection with the Modento Services (“ User Content License”). To the extent permitted by applicable laws, you hereby covenant not to assert against us any moral rights you may have in any of your User Content. You agree that we may use yourUser Content for marketing and promotions of Modento Services, provided we do not use your trademarks, identifiable patient information, identifiable personal and sensitive information, personally identifiable information, without your prior written approval. The rights you grant in the User Content License are for the purpose of operating, promoting, and improving the Modento Services, research and development, and to develop new, features, services and products. You must have the necessary rights to grant us this User Content License for any User Content that you provide to us, both directly and indirectly. You can find more information about how we collect, use and store content in our Privacy Policy.

9. Restrictions on User Content

We reserve the right to cancel your Accounts with Us at anytime for any reason in our sole discretion. User Accounts may be cancelled for several reasons, including but not limited to:

  • a. Submitting any unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene, or otherwise objectionable User Content;
  • b. Any sexually explicit User Content;
  • c. Language or User conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law or regulation;
  • d. Posting any unsolicited or unauthorized advertising, “spam,” or junk mail, including“chain letters” and “pyramid schemes”;
  • e. Submitting any User Content that is alleged to infringe any patent, trademark, trade secret, copyright, or other proprietary right;
  • f. Uploading a virus or User Content designed to disrupt, limit, or damage any functionality of any computer software, hardware or server;
  • g. Misuse of the Modento Services;
  • h. Uploading fraudulent or materially misrepresented Clinic Registration Information orPatient Registration Information;
  • i. Breach or attempt to breach our security measure or penetrate or attempt to penetrate our computer software, hardware, electronic communication system, or telecommunications systems to access stored data; or
  • j. If we, in our judgment and sole discretion, deem it appropriate.

10. Prohibited Activities

Modento reserves the right to investigate and terminate your Account if you have misused the Modento Services, or behaved in a way, which could be regarded as inappropriate or is unlawful or illegal. You agree not to:

  • a. Attempt to decompile, disassemble, or reverse engineer any of the software used to provide the Modento Services;
  • b. Violate any privacy laws, including our Privacy Policy;
  • c. Transmit any other person’s private or confidential information, including, without limitation, any other person’s credit card information, medical information, social security, or alternate national identity numbers, non-public phone numbers, or non-public email addresses; or
  • d. Transmit material that you know is untrue, false, or misleading.

You are solely responsible for your conduct and any Data and other materials that are transmitted and uploaded through the Modento Service. You agree to comply with all laws, rules, and regulations applicable at the local, provincial, state, and federal levels.

11. Removal of User Content and Requests

We take the rights of others very seriously. If you have any concerns that User Content is improper or infringing, please contact us at support@modento.io and if you would like the User Content removed, please provide us with:

  • a. A detailed description of the objectionable content, including where it is located;
  • b. A statement that you have a good faith belief that the poster does not have permission to use the said objectionable content;
  • c. A statement that you are the owner, or exclusive agent of the owner, of the objectionable content;
  • d. Your contact information, including telephone number and physical address; and
  • e. A signed and sworn statement, under penalty of perjury, that your statements above are true to your knowledge.

12. Patient Representations and Responsibilities

You hereby acknowledge and agree that:

  • a. Your access to the Modento Services is subject to this Agreement and our Privacy Policy;
  • b. For all medical emergencies, you need to immediately dial 911;
  • c. We do not provide independent medical advice, diagnoses, treatments, or plans;
  • d. You may use the Modento Services for personal use only;
  • e. The information you submit to or receive from your Service Provider through the Modento Services may include medical information considered very personal, Personal Health Information, and sensitive information including information about disease, drug and alcohol abuse, and mental health. You agree that Modento and its employees, officers, and agents, are not liable for any inadvertent disclosure of the above information;
  • f. Failure to comply with this Agreement may result in the termination of your access to the Modento Services;
  • g. You are responsible for protecting your Login Credentials and Personal Health Information, and for any activity that takes place under your Account;
  • h. If you lose your Login Credentials or your device, your Personal Health Information, including medical information, may be endangered. You agree that if you lose your device, you will immediately notify Modento and your Service Provider to secure your Account;
  • i. If you use third-party password storing features, using such features may weaken your Account security; and
  • j. You may program your settings in your Account to receive SMS messages and push notifications, which may include personal information, and you may opt-out as well.

13. Dental ClinicRepresentations and Responsibilities

  • a. You understand that by providing the Modento Services to you, we may transmit or store your patient’s medical information, PHI, and that unauthorized access to your computers and other devices where Modento software is installed could lead to unauthorized access to patient medical information and PHI. You agree that you are responsible for safeguarding physical access to your computers and other devices where Modento software is installed.
  • b. You understand and agree that you have the required HIPAA authorizations and consents required from your patients who are using the Modento Services.
  • c. You agree that you are responsible for providing accurate information about your loyalty program rewards, if applicable, ensuring patients can redeem their rewards within a reasonable time, equally, and using commercially reasonable efforts to resolve any issues that patients may have with your loyalty program rewards.
  • d. You understand that as a Service Provider these Terms are in addition to any separate agreement between you and us that govern your use of the Modento Services.

14. Term and Termination

  • a. You may stop using the Modento Services at any time and for whatever reason, provided you give us 30 days written notice. We may also stop providing the Modento Services to you or add or create new limits to the Modento Services at any time, with written notification to you (“Termination”).
  • b. In the event of Termination, your User Content may still be stored in our servers, Sites, Applications, networks, systems, and may still be used for business and internal purposes. See, our Privacy Policy for additional information on data collection, storage and usage after Termination. You may reinstate your Account at any time but may be subject to fees and reinstatement fees.

15. Ownership of Intellectual Property and Limited License to You

  • a. Using the Modento Services does not give you ownership of any intellectual property rights in the Modento Services or the Content you access. You shall not use Content from our Services, Application, or Site unless you obtain explicit written permission from us or the rightful owner or are otherwise permitted by law. These terms do not grant you the right to use any branding, trademarks, trade dress or logos used in the Modento Services without our written permission, unless provided otherwise. You shall not remove, obscure, or alter any legal notices displayed in or along with the Modento Services. All Content, software and hardware provided through the Modento Services is the intellectual property of Modento or its licensors, unless we have acknowledged otherwise in writing, and we hold all rights, titles, and interests in the Modento Services and any works associated with the Modento Services, including without limitation, all logos, source code, images, videos, data, algorithms, medical devices, patents, photos, trademarks, trade dress, informational material provided through the Modento Services or by Modento, and any resources, marketing material, articles, domain names, user database, business methods, research methods, referral lists, databases, updates, copyright (“Intellectual Property”) that we provide you for the benefit of using the Modento Services. Nothing in this Agreement or through your use of the Modento Services shall be construed to be a transfer or grant of title, ownership or rights to our Intellectual Property.
  • b. We may make certain software available to you from the Site or Application. If you download software from the Site or Application or if we install software for you, the software, including all files and images contained in the software, and accompanying data (the “Software”) will be licensed to you by us for your personal, noncommercial use only, unless we have a separate agreement with you that expressly states otherwise. We hereby grant you a limited, royalty-free, non-transferrable, non-assignable, non-sublicenseable, license to use the Software and Modento Services for personal purposes only (“Limited License”). The Limited License shall terminate immediately upon your Termination or cancellation of your Account. We do not transfer title to or the rights in the Software and all components of the Software. We retain all rights to the Software and any intellectual property associated with the Software. You may not sell, copy, license, sub-license, share, redistribute, reproduce the Software, or reverse-engineer, disassemble, or otherwise convert the Software in any way or in any form without our prior written consent.All trademarks and logos associated with the Software are owned by us or its licensors and you are not granted any rights to use them for any purpose.

16. Third Party Affiliates and Content

  • a. We may suspend or stop providing the Modento Services to you if you do not comply with our or applicable third-party affiliates or partners’ terms or policies. In order to enhance your experience, we may display and use some content and services that are not owned or operated by Us (“Affiliate Content and Services”). This Affiliate Content and Services are solely responsible for the content and service it provides to you, and we in no way guarantee the accuracy of the Affiliate Content and Services or their compliance with their own terms of use and privacy policies. You should review any Affiliate Content and Services’ agreements to make sure you agree with their services, policies and terms. We are under no obligation to ensure that those Affiliate Content and Services work error-free, are accurate and are up to date. We may (but are not obligated to) review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display the Affiliate Content and Services that we reasonably believe violates our Terms or the law.
  • b. The Modento Services may contain links to other third-party websites that are not owned or controlled by us. Please be aware that we are not responsible for the privacy or other practices of such third-party websites or vendors. Accordingly, we cannot and shall not be responsible for any issues, including offensive or malicious content, usability, or other problems with or related to those websites. You are solely responsible for reading and understanding the policies and terms of use or service of any other website that you visit, both directly and indirectly relating to the Modento Services.

17. Disclosures of User Content and Data

Your User Content, Data, and the contents of all of your online communications (including without limitation, text, internet protocol addresses, personal information, personal identifiable information, User Content,) may be accessed and monitored as necessary to provide the Modento Services, and also may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where we believe that the Service is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health or safety of you, another person or the public generally; and (v) in order to protect our rights or property, including to enforce our Terms. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring, access and necessary disclosure. We will only disclose information that is necessary and required for the purpose at hand.

18. Indemnification

  • a. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS MODENTO, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES AND COSTS) ARISING FROM: (I) YOUR USE OR MISUSE OF AND ACCESS TO THE MODENTO SERVICES; (II) YOUR BREACH, NON-COMPLIANCE, OR VIOLATION OF ANY TERMS OF THESE TERMS OF SERVICE OR OUR PRIVACY POLICY, OR APPLICABLE AGREEMENTS, BY YOU OR ANYONE UNDER YOUR DIRECTION AND CONTROL; (III) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (IV) ANY ACTUAL OR POTENTIAL CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY; (V) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR DIRECTION OR CONTROL; (VI) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY; OR (VII) ANY LOSS OF DATA OR PROFITS OF ANY KIND, FOR ANY REASON. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE MODENTO SERVICES. IN ANY EVENT, WE CANNOT COMPENSATE YOU FOR HARMS WE COULD NOT REASONABLY EXPECT FROM PROVIDING THE MODENTO SERVICES TO YOU. IF YOU CAUSE HARM TO US OR VIOLATE THESE TERMS, SUCH AS BY PROVIDING INACCURATE INFORMATION OR POSTING INFRINGING CONTENT, WE MAY DEFEND OURSELVES AND REQUIRE YOU TO PAY THE COSTS OF THE DEFENSE OR ANY JUDGMENT AGAINST IT, OR WE MAY REQUIRE YOU TO DEFEND US AGAINST A THIRD-PARTY. YOU EXPRESSLY ASSUME THE SOLE RISK OF ANY UNAUTHORIZED DISCLOSURE OR INTENTIONAL INTRUSION, OR OF ANY DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH THE USE OF OUR SERVICES.
  • b. USERS MAY NOT INVOLVE US OR ANY OTHER INDEMNIFIED PARTY IN ANY DISPUTE, INCLUDING LITIGATION, ARISING OUT OF OR RELATED TO ANY TRANSACTION, AGREEMENT, OR ARRANGEMENT YOU MAY HAVE WITH ANY OTHER USER, CLINIC, OR OTHER THIRD PARTY ARISING OUTOF OR IN ANY WAY RELATED TO THE MODENTO SERVICES (“DISPUTE”). IF YOU ATTEMPT TO DO SO YOU SHALL: (I) PAY ALL COSTS AND REASONABLE ATTORNEYS’ FEES AND COSTS INCURRED IN CONNECTION THEREWITH BY US, ANY OF OUR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AND YOU SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL LOSSES INCURRED BY ANY OF THEM AS A RESULT, AND (II) THE JURISDICTION FOR ANY SUCH DISPUTE SHALL BE LIMITED TO THE JURISDICTION SET FORTH BELOW.

19. No Other Representations

Modento provides theSite and Application “as is” and as available, and Modento disclaims all warranties, either express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non infringement of intellectual property rights, to the fullest extent permitted by applicable law. We disclaim any warranty or representation regarding the completeness, accuracy or appropriateness of any information provided through the Services.Without limiting the general nature of the previous sentence,(a) Modento has no obligation to indemnify or defend you against claims related to infringement of intellectual property rights;(b)although we make our best efforts to keep the site up and running, we do not warrant that the Site and Application will perform without error or immaterial interruption; (c) although we make our best efforts to keep the Site and Application free of any viruses or other harmful components, we cannot make any guarantees, thus we do not warrant that the Site and Application will be free of viruses or other harmful components.

20. Limitation of Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, MODENTO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE, APPLICATION, OR SERVICES, WHETHER BASED ON A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING, INJURY, DEATH, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT MODENTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MODENTO IS NOT LIABLE OR OTHERWISE RESPONSIBLE FOR ANY DAMAGES RESULTING FROM YOUR RELATIONSHIP OR TRANSACTIONS WITH PROVIDERS, OR RELIANCE ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY INFORMATION PROVIDED BY PROVIDERS OR THID PARTY AFFILIATES.FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR PLATFORM. IF NOTWITHSTANDING THE TERMS, MODENTO IS FOUND LIABLE FOR ANY DAMAGES OR LOSS, WHICH AROSE OUT OF OR IS ANY WAY CONNECTED WITH USE OF THE SITE, APPLICATION, OR THE SERVICES, YOU AGREE THAT MODENTO’S LIABILITY WILL NOT EXCEED $200.00.

21. Disclaimer of Warranties

USE OF THE MODENTO SERVICES IS AT YOUR SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM SUCH USE. THE MODENTO SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WE AND OUR LICENSORS, SUPPLIERS AND DISTRIBUTORS, IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE PERFORMANCE OF ANY THIRD PARTY, INCLUDING ANY VENDOR, AND PERFORMANCE OF THE MODENTO SERVICES IN ACCURATE AND TIMELY MEDICAL DIAGNOSES, AND ACCURATE AND SUCCESSFUL TREATMENT PLANS OR REFERRALS. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NEITHER WE, NOR ANY OF OUR LICENSORS, MAKES ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, AS TO THE ACCURACY, TIMELINESS, OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE, OR THAT DEFECTS IN THE SERVICE IN WHOLE OR IN PART, INCLUDING SOFTWARE, WILL BE CORRECTED. MODENTO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF MODENTO SERVICES’ CONTENT OR THE CONTENT OF ANY SITES LINKED TO MODENTO SERVICES’ AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, MEDICAL OR DENTAL MALPRACTICE OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND ANY AND ALL PERSONAL HEALTH INFORMATION, DATA, PERSONAL INFORMATION OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, OR MADE THROUGH ANY HARDWARE. MODENTO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MODENTO SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. IMPORTANTLY YOU ARE SOLELY RESPONSIBLE FOR THE SAFEKEEPING OF ANY DIGITAL CURRENCY OR WALLET CREATED ON OR USED IN CONJUNCTION WITH THE MODENTO SERVICES. WE DO NOT STORE OR PROTECT YOUR PAYMENT INFORMATION OR ONLINE WALLETS AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOST OR THEFT OF YOUR PAYMENT INFORMATION FOR ANY REASON.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

22. Equitable Relief

By using the Modento Services, you acknowledge that damages may be an inadequate remedy if you or anyone under your direction or control breaches or threatens to breach any Terms, and that any such breach may cause us significant and irreparable injury and damage. Accordingly, you acknowledge that we shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to seek injunctive relief in such event without the necessity of posting a bond.

23. Notices

We may send notices pursuant to this Agreement to you via your e-mail address listed on your Account, and such notices will be deemed received by you three days after they are sent. You may send notices pursuant to this Agreement to us at support@modento.io and such notices will be deemed received by us three days after they are sent.

24. No Waiver

Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

25. Assignment & Successors

You may not assign this Agreement or its right or obligations under this Agreement, without our prior written consent. Any attempt by you to assign this Agreement, without our prior written consent, will be null and void. Modento may assign this Agreement at its sole discretion. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.

26. Choice of Law & Jurisdiction

This Agreement will be governed solely by the internal laws of the State of Washington, without reference to any principles of conflicts of law. The parties’ consent to the personal and exclusive jurisdiction of the federal and state courts in King County, Washington.

27. Severability

This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) the provision will be interpreted, construed, or reformed to the extent reasonably required to render the provision valid, enforceable, and consistent with the original intent underlying such provision; (b) the provision will remain in effect to the extent that it is not invalid or unenforceable; and (c) the invalidity or unenforceability of the provision will not affect any other portion of this Agreement.

28. Entire Agreement

This Agreement, along with the Privacy Policy, is the entire agreement of the parties and supersedes all prior agreements as to the use of the Services. If you have any questions or concerns regarding any of the terms above, please feel free to contact us at support@modento.io.

Modento, Inc.
7001 Cook Ct
Snoqualmie, WA 98065