OnSite Dentistry Terms of Use


Welcome to the OnSite Dentistry Internet site (the “Site”), which is operated by Mobile Med Management, Inc.,(“M3”), a Texas corporation, to provide you (“you” or the “Licensee”) with online access to a particular dental software application (hereinafter, “OnSite Dentistry”) using hypertext transfer protocol (a web browser), that provides (at a minimum) the following functions: billing, patient scheduling, patient recall, insurance, referral tracking, Medicaid tracking and production/collection information (collectively, the “Functions”).
These Terms of Use (the “Agreement”) govern your use of and access to the Site and OnSite Dentistry. Your access to the Site in any way is evidence of your acceptance of the Agreement and the enforcement of said Agreement. If you do not agree to this Agreement, then you cannot use the Site or OnSite Dentistry. M3 reserves the right, in its sole discretion, to change, modify or otherwise alter this Agreement at any time effective upon posting (and without giving you prior notice) of the modified Agreement on the Site. Accordingly, please review the Agreement periodically Your continued use of the Site, OnSite Dentistry or any materials or services accessible through them after such posting means you accept the modifications.
M3 also reserves the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Site (or any art thereof). M3 shall not be liable to any user or other third party of any such modification, suspension or discontinuance except as expressly provided herein.
LICENSE & SUBLICENSE:
1.0 License. Subject to the terms and conditions of this Agreement, M3 hereby grants Licensee a limited, nonexclusive, nontransferable and nonassignable license to use OnSite Dentistry and the software programs incorporated by M3 therein (hereinafter the “Licensed Programs”) and any associated program documentation located on the Site or some other Uniform Resource Locator (URL) determined by M3, in its sole discretion, in the future. Licensee shall not have the right or license to sell, sublicense, assign or otherwise transfer its license of the Licensed Programs to a third party. Accordingly, the license granted herein is only for Licensee’s use and access of the Licensed Programs via the Site.
2.0 Responsibilities.
2.1 Responsibilities of M3. M3 shall, in its sole discretion, determine the OnSite Dentistry software, web page designs and common gateway interface (CGI) scripts appropriate to provide the Functions. M3 will provide Licensee with any minimum hardware specifications that (in the opinion of M3) are necessary for the Licensee to utilize the Licensed Programs.
2.2 Responsibilities of Licensee. Licensee shall be responsible for acquiring (at Licensee’s own expense) adequate hardware that meets or exceeds such specifications provided by M3 (and described further in Section 17.0 of this Agreement). Licensee shall also be responsible for obtaining access to the Internet, for purchasing any hardware, software and telecommunications equipment and services necessary to utilize such access, and (unless Licensee has contracted otherwise with M3) converting Licensee’s relevant and necessary practice data into OnSite Dentistry pursuant to instructions provided by M3. M3 may (in its sole discretion) provide periodic software version updates to the Licensed Programs. Any new or updated program(s) incorporated by M3 into OnSite Dentistry is considered to be a Licensed Program(s) for the purposes of this Agreement.
3.0 License Fee & Users. Licensee agrees to pay M3 a monthly license fee (“License Fee”) to use the Licensed Programs for the number of individuals authorized to use the Licensed Programs (hereinafter, collectively, “Users” or “User”). M3 will provide the amount for such License Fee during the initial setup of the Licensee’s OnSite Dentistry account. Licensee shall select the Users during the initial setup of the Licensee’s OnSite Dentistry account.
4.0 Third Party Sublicensed Software.
4.1 Sublicensed Software. Licensee understands and acknowledges that certain software incorporated into the Site, OnSite Dentistry or the Licensed Programs may be owned by a third party (“Sublicensed Software”).
4.2 Grant of Sublicense. M3 hereby grants to Licensee, and Licensee hereby accepts from M3, a nonexclusive, nontransferable and nonassignable sublicense to use the Sublicensed Software on the terms and conditions set forth in the license granted to M3, any hosting provider with respect to such Sublicensed Software, and this Agreement. These terms and conditions will be met if all the terms and conditions set forth under this Agreement are met. If such terms and conditions are not met, then both this sublicense, as well as the other rights and licenses granted under this Agreement, shall be subject to termination at the option of M3.
4.3 Reservation of Third Party Rights. The third party owner of the Sublicensed Software shall retain all proprietary rights in and to the Sublicensed Software. The Sublicensed Software is subject to the same Disclaimer of Warranty as set forth in Section 20 of this Agreement, and any other limitations of the respective Sublicensed Software Agreements.
OPTIONAL SERVICES:
5.0 Optional Services. The following optional services (“Optional Services”) may be available to Licensee through OnSite Dentistry: (a) Electronic Claims Submission; (b) Electronic Preauthorization; (c) Hard Copy Claims Submission; (d) Electronic Statements; (e) Electronic Patient Letters; and (f) Electronic Patient Recalls. Licensee may select such Optional Services during the initial setup of the Licensee’s OnSite Dentistry account or at a later date.
6.0 Optional Services Fees. Licensee agrees to pay M3 a monthly fee for the actual usage of the Optional Services (the “Optional Services Fee”). M3 will provide the amount for such Optional Services Fee upon request by Licensee.
SUPPORT SERVICES & FREE SUPPORT SYSTEM:
7.0 Support Services. M3 will provide certain software support services for the Site, OnSite Dentistry and the Licensed Programs upon request by Licensee, which may include technical and procedural support on the Licensed Programs and technical advice regarding Licensee’s hardware and telecommunications configuration (collectively, “Support Services”). All Support Services will be provided from M3’s offices or from another location as determined by M3 in its sole discretion.
8.0 Support Service Period. Subject to the terms and conditions of this Agreement, and upon request by Licensee, M3 will provide Support Services to Licensee during 9 a.m. to 5 p.m. Central Time on non-holiday weekdays (the “Support Service Period”). Any Support Services provided outside the Support Service Period will be performed at the option of M3 and billed on a time, labor and materials basis at M3’s then prevailing rate.
9.0 Support Services Fee. Any Support Services provided to Licensee via e-mail support shall be included in the License Fee. Any Support Services provided by telephone shall be on a time, labor and materials basis at M3’s then prevailing rate (currently $95.00 per hour, rounded up to the nearest quarter hour) (the “Support Services Fee”). Any
10.0 Free Support System. M3 will provide Licensee with a Free Support System, which will enable Licensee to request M3’s aid with regard to any software problems or questions via the Internet (the “Free Support System”). The Free Support System will provide Licensee with a desired response time from M3 regarding the problem or question. M3 retains the right to enhance or alter, in its sole discretion, its methods with regard to the Free Support System.
CREDIT ACCOUNT, FEES & TAXES:
11.0 Credit Account. Licensee shall maintain and make available to M3 a revolving credit account established under the same business name as Licensee (the “Credit Account”), to which M3 will automatically charge the License Fee, the Support Services Fees and the Optional Services Fees. M3 will periodically provide Licensee with an invoice for any amounts charged to the Credit Account. If, for any reason, M3 is unable to make an appropriate charge to the Credit Account, then M3 will notify Licensee of such inability and Licensee shall promptly arrange an alternative method of payment to M3.
12.0 Late Fees. In the event that any Licensee is unable to pay any fee or charge provided for in this Agreement within five (5) business days after such payment is due, Licensee agrees to pay a late fee of FIFTY DOLLARS ($50.00) for every such instance of non-payment, as well as interest on any outstanding balance due of TWELVE PERCENT (12%) PER ANNUM. As further described in Section 19 of this Agreement, failure by Licensee to timely pay any fee or any increase provided for in this Agreement shall constitute a material breach of this Agreement and, therefore, give M3 sufficient cause to suspend or terminate the rights and licenses granted hereunder.
13.0 Taxes. All fees and charges provided for in this Agreement are exclusive of all import duties, customs charges, federal, state, municipal or other government exercise, sales, use, occupational, or like taxes, rates or assessments now in force or which may be enacted in the future. Should M3 be or become responsible for the payment or collection of any such tax, rate or assessment, then M3 may charge such taxes, rates, or assessments to the Licensee, unless such taxes, rates or assessments are based upon M3’s income.
14.0 Adjustment of Fees. M3 retains the right to adjust, at its own discretion any fees and charges provided for in this Agreement.
GENERAL:
15.0 Confidentiality.
15.1 Confidential Information. As used under this Agreement, the term “Confidential Information” shall mean any non-public or proprietary information relating to M3, the Site, OnSite Dentistry, the Licensed Programs, Optional Services, Support Services, Free Support System, the Sublicensed Software or any materials, services, content, elements and ideas related thereto whether now in existence or hereafter developed, that (i) is designated or identified as being “Confidential”, “Proprietary” or of some similar designation, or (ii) Licensee knows or should know is considered to be highly sensitive and confidential. The term “Confidential Information” includes, without limitation, any non-public or proprietary information relating to a M3’s secrets, trade secrets, copyrights, trademarks, patents, current and proposed business arrangements and dealings with third parties, business operations, financial information, equipment, procedures, purchases, accounting, bookkeeping, marketing, merchandising, selling, leasing, servicing, finances, infrastructure, business systems, business techniques or operational techniques.
15.2 Nondisclosure. Unless specifically authorized in writing by M3, Licensee and the Users shall not directly or indirectly disclose, disseminate, divulge, transmit, publish, transfer or otherwise release (“disclose”) any Confidential Information to another party or a non-signatory to this Agreement, including without limitation the public. The Company must do all things necessary to prevent any of its agents, employees or representatives from disclosing any Confidential Information, including without limitation requiring each agent, employee and representative to sign a nondisclosure agreement prepared by M3 as a condition precedent to having access to any Confidential Information.
15.3 Return of Materials. Any Confidential Information made available hereunder, including any copies or reproductions thereof, shall be promptly returned to M3 upon the earlier of: (a) termination of this Agreement; or (b) written request by M3.
15.4 Proprietary Rights In Confidential Information. Any Confidential Information disclosed hereunder shall at all times remain the sole and exclusive property of M3. Any right Licensee or the Users have or may have to use Confidential Information is not coupled with an interest. Neither this Agreement nor any disclosure of Confidential Information hereunder grants a license as to Confidential Information by implication, estoppel, or otherwise under any patent, copyright, trade secret, trademark or other proprietary right.
15.5 Injunctive Relief. Licensee acknowledges the unauthorized use, copying, reproduction or disclosure of any Confidential Information will cause M3 irreparable harm and significant injury, which may be difficult to measure with certainty or to compensate through monetary damages. Therefore, Licensee agrees that in the event Licensee or a User directly, indirectly or inadvertently cause the unauthorized use, copying, reproduction or disclosure of Confidential Information, M3 shall be entitled to obtain a temporary restraining order, a preliminary injunction, a temporary injunction and/or a permanent injunction, without the necessity of a bond, against such breach from any court of competent jurisdiction. M3’s right to obtain such relief shall not limit its right to obtain other remedies. In addition, M3 may seek commensurate remuneration for any and all activities required to investigate and verify the unauthorized disclosure of Confidential Information.
15.6 Unauthorized Use and Access & Injunctive Relief. Licensee shall not permit anyone other than the Users to use or have access to the Site, OnSite Dentistry, the Licensed Programs, the Sublicensed Programs or any associated materials or services. Moreover, Licensee shall not, nor shall any User or any other individual or entity, attempt to learn, modify, decompile, translate, reverse engineer, or disseminate by any means, the Site, OnSite Dentistry, the Licensed Programs, the Sublicensed Programs or any associated materials or services to the end that they shall always continue to be the sole trade secrets and intellectual property of M3. Accordingly, Licensee acknowledges the unauthorized use, access, modification, decompiling, translation, reverse engineering or dissemination of or to the Site, OnSite Dentistry, the Licensed Programs, the Sublicensed Programs or any associated materials or services will cause M3 irreparable harm and significant injury, which may be difficult to measure with certainty or to compensate through monetary damages. Therefore, Licensee agrees that in the event Licensee or a User directly, indirectly or inadvertently causes the unauthorized use, access, modification, decompiling, translation, reverse engineering or dissemination of or to the Site, OnSite Dentistry, the Licensed Programs, the Sublicensed Programs or any associated materials or services, M3 shall be entitled to obtain a temporary restraining order, a preliminary injunction, a temporary injunction and/or a permanent injunction, without the necessity of a bond, against such breach from any court of competent jurisdiction. M3’s right to obtain such relief shall not limit its right to obtain other remedies. In addition, M3ay seek commensurate remuneration for any and all activities required to investigate and verify the unauthorized use of or access to the Site, OnSite Dentistry, the Licensed Programs, the Sublicensed Programs or any associated materials or services.
16.0 Proprietary Rights.
16.1 Intellectual Property Rights. Licensee shall not acquire any proprietary rights (including, without limitation, copyright, trademark or patent or trade secret) in or to the Site, OnSite Dentistry, the Licensed Programs, Optional Services, Support Services, Free Support System, the Sublicensed Software or any materials, services, content, elements and ideas related thereto, except the limited rights necessary to carry out the purposes set forth in this Agreement. M3 reserves any rights not expressly granted to Licensee under this Agreement (including, without limitation, any and all proprietary rights in and to the Site, OnSite Dentistry, the Licensed Programs, Optional Services, Support Services, Free Support System, the Sublicensed Software or any materials, services, content, elements and ideas related thereto).
16.2 Copyright. The Site, OnSite Dentistry, the Licensed Programs, Optional Services, Support Services, Free Support System, Sublicensed Software or any materials, services, content and elements related thereto are protected by United States and/or foreign copyright laws, and belong to M3 or its affiliates, contributors or third parties. Such copyrighted works are owned by M3 or other copyright owners who have authorized their use by M3 and its licensees. Accordingly, Licensee may only use such copyrighted works in accordance with the terms and conditions of this Agreement and applicable law.
16.3 Trademarks. Except as permitted by applicable law, Licensee is prohibited from using any of the marks or logos appearing throughout the Site, OnSite Dentistry, the Licensed Programs, Optional Services, Support Services, Free Support System, Sublicensed Software or any materials, services, content and elements related thereto without permission from the trademark owner.
16.4 Links to Third-Party Internet Sites or Information. Any links on the Site to third-party Internet sites or information are provided solely as a convenience to the Licensee. If the Licensee uses these links, then it will leave the Site. Such links do not constitute or imply an endorsement, sponsorship or recommendation by M3 of the third party, the third-party Internet site, or the information contained therein. M3s not responsible for the availability of any such Internet sites. M3s not responsible or liable for any such Internet site or the content therein.
17.0 Personal Computer Requirements. Licensee is responsible for acquiring the following at its own expense:
· Computer with a minimum of a 900 MHz processor and 128 MB RAM.
· XGA monitor 800 X 600 resolution (17” 1024 X 768 resolution is recommended).
· Microsoft Internet Explorer version 5.0 or greater
· 56K internal/external modem (DSL, ISDN or a Cable Modem is recommended).
· If using DSL, then an Ethernet network card will be needed for each computer.
· Mouse and keyboard.
· Internet Access and Internet Service Provider (ISP).
18.0 Term. This Agreement granted herein is effective from the date of acceptance by Licensee and shall continue until it is terminated by Licensee or M3 in accordance with the terms and conditions of this Agreement. Licensee may terminate this Agreement by providing M3 with thirty (30) days written notice of termination. M3 may automatically terminate this Agreement without notice to Licensee upon the occurrence of any of the events detailed in Section 19 of this Agreement. Within fifteen (15) days of termination by Licensee or M3. Licensee shall certify in writing to M3 that, through its best efforts and to the best of its knowledge, the original and all copies of any and all materials furnished to Licensee by M3 in connection with OnSite Dentistry have been destroyed or returned to M3. Termination of this Agreement includes termination of the rights and licenses granted to Licensee under this Agreement, including, without limitation, Licensee’s right to access and use OnSite Dentistry and the Licensed Programs.
19.0 Grounds for Suspension or Termination by M3. M3 may, in its sole discretion, automatically suspend or terminate this Agreement (and, thus, the license granted herein) without notice to Licensee upon the occurrence of any of the following events:
19.1 Non-Payment. Failure by Licensee to pay any fee or any increase provided for in this Agreement within five (5) business days after such payment is due shall constitute grounds for termination of this Agreement by M3.
2 Failure to Renew Subscription. Failure by Licensee to renew its subscription to OnSite Dentistry at least thirty (30) days prior to the scheduled expiration of Licensee’s existing subscription shall constitute grounds for termination of this Agreement by M3.
3 Breach Of Confidentiality. Breach of any provision of Section 15 of this Agreement regarding confidentiality or any other provision of use covered herein shall constitute grounds for termination of this Agreement by M3.
4 Unauthorized Use. Any unauthorized use by Licensee or a User LICENSEE of the Site, OnSite Dentistry or the Licensed Programs (including, without limitation, use of the Licensed Programs by more than the number of Users specified by Licensee pursuant to Section 3.0 of this Agreement) shall constitute grounds for termination of this Agreement by M3.
5 Cessation Of Business. Cessation or liquidation of business by Licensee shall constitute grounds for termination of this Agreement by M3
9.6 Default. Failure by Licensee to perform any of its obligations under this Agreement, the liquidation or bankruptcy of Licensee or occurrence of an otherwise similar event or proceeding, or the appointment of a receiver or similar officer to take charge of Licensee’s business or property, shall constitute grounds for termination of this Agreement by M3.
10. Disclaimer of Warranty. Licensee’s use of the Site, OnSite Dentistry, the Licensed Programs and any other goods or services provided or to be provided hereunder (including, without limitation, any applications, software and content contained therein) is entirely at Licensee’s own risk. M3 DOES NOT MAKE, NOR HAS M3 MADE, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, WHETHER EXPRESS OR IMPLIED, TO LICENSEE WITH RESPECT TO THE SITE, ONSITE DENTISTRY, THE LICENSED PROGRAMS, THE SUBLICENSED SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY APPLICATIONS, SOFTWARE AND CONTENT CONTAINED THEREIN). Accordingly, M3 EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM CONDUCT, COURSE
OF DEALING, CUSTOM AND USAGE IN TRADE. M3 HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE SITE, ONSITE DENTISTRY, THE LICENSED PROGRAMS, THE SUBLICENSED SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY APPLICATIONS, SOFTWARE AND CONTENT CONTAINED THEREIN) THAT HAS BECOME ANY BASIS OF THIS BARGAIN. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT; THE SITE, ONSITE DENTISTRY, THE LICENSED PROGRAMS, THE SUBLICENSED SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED OR TO BE PROVIDED HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY APPLICATIONS, SOFTWARE AND CONTENT CONTAINED THEREIN) ARE PROVIDED ON AN “AS IS” BASIS.
21.0 Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, M3 SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY (AND M3 SHALL NOT BE OBLIGATED TO INDEMNIFY LICENSEE OR ANY THIRD PARTY) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR CONTINGENT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY COSTS, ATTORNEYS’ FEES, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES) FOR OR IN CONNECTION WITH ANY CLAIM OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT. Further, M3 SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY (AND M3 SHALL NOT BE OBLIGATED TO INDEMNIFY LICENSEE OR ANY THIRD PARTY) FOR ANY DIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY COSTS, ATTORNEYS’ FEES, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES) FOR OR IN CONNECTION WITH ANY CLAIM OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, PRODUCTS LIABILITY, INFRINGEMENT, VIOLATION OF THE RIGHTS OF PRIVACY OR PUBLICITY, DEFAMATION, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT.
22.0 Licensee’s Representations and Warranties; Indemnification. Licensee hereby represents and warrants to M3 that: (a) Licensee has read and understands the terms and conditions of this Agreement in its entirety; (b) the Users have read and understand the terms and conditions of this Agreement in its entirety; (c) Licensee has the full and exclusive right and authority to enter into and perform this Agreement; and (d) Licensee is not subject to any obligation or disability (contractual or otherwise) that may prevent or interfere with its full performance of this Agreement. Licensee shall indemnify, release and hold harmless M3 and its agents, employees, affiliates, successors and assigns from and against any and all liability, losses, damages or expenses (including reasonable attorneys’ fees) incurred by reason of any breach or claim of breach of the foregoing representations and warranties.
23.0 Authority and Liability of Users. LICENSEE AGREES THAT ALL USERS SHALL BE CONSIDERED THE AUTHORIZED AGENTS OF LICENSEE. ACCORDINGLY, LICENSEE
IS RESPONSIBLE FOR HAVING EACH AND EVERY USER READ AND ADHERE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF THE USER WERE THE LICENSEE ITSELF. IN ANY EVENT, LICENSEE SHALL BE JOINTLY-AND-SEVERALLY LIABLE FOR ANY BREACH OR CLAIM OF BREACH OF THIS AGREEMENT CAUSED BY A USER.
24.0 Damage To the Database or Licensed Programs. Licensee understands that it is responsible for converting its own practice database(s) from its current format to the OnSite Dentistry database format. M3 is not responsible for the accuracy or applicability of such data conversion; such data conversion shall be at Licensee’s own risk. Any efforts undertaken by M3 to correct damages to Licensee’s practice database(s) that M3 determines, in its sole distraction, to be the direct result of Licensee’s failure to follow M3’s instructions with regard use of the Site, OnSite Dentistry or the Licensed Programs, will be billed to Licensee on a time, labor and materials basis at M3’s then prevailing rates. In addition, if M3 determine that damage to Licensee’s practice database(s) is the direct result of such failure on the part of Licensee, then any efforts undertaken by M3 to make such determination will also be billed to Licensee on a time, labor and materials basis at M3’s then prevailing rates.
25.0 Miscellaneous.
25.1 Authority of M3’s Agent. No agent, employee or representative of M3 has any authority to bind M3 to any affirmation, representation or warranty concerning the rights and licenses granted under this Agreement. Unless an affirmation, representation or warranty made by an agent, employee or representative of M3 is expressly provided for in this Agreement, such affirmation, representation or warranty is not a part of the basis of this transaction and shall not in any way be enforceable.
25.2 Notices. All notices pertaining to this Agreement shall be made in writing and delivered via U.S. Certified Mail, Return Receipt Requested to the party concerned.
25.3 Assignment. Licensee cannot assign or delegate its rights and obligations under this Agreement to another party without the prior written consent of M3. M3 may, at its own discretion, assign and delegate its rights and obligations under this Agreement to another party.
25.4 Relationship. M3 and Licensee do not intend to create any type of agency relationship, joint venture or partnership by this Agreement. Further, this Agreement is not for the benefit of any third party and shall not be deemed to give any rights or remedies to any such party whether referred to herein or not.
25.5 Waiver. No waiver, release, modification or amendment of any provision of this Agreement shall be valid unless in writing and signed by M3 and Licensee. The waiver or breach of any provision of this Agreement shall not waive any subsequent breach or default. M3’s or Licensee’s delay or failure to exercise a right or remedy available hereunder shall not constitute a waiver of such right or remedy.
25.6 Severability. If any term, provision, covenant, or condition of this Agreement is held invalid or unenforceable for any reason, then the remaining provisions of this Agreement shall not be affected.
25.7 Survival of Provisions After Termination. Any provisions of this Agreement that require performance after termination of this Agreement to carry out their intent and purpose shall survive the termination of this Agreement.
25.8 Headings. Headings are inserted for reference and convenience only and in no way define, limit or describe the scope of this Agreement or any intent of any provision.
25.9 Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas, regardless of the place of its execution or performance and regardless of any conflicts of law analysis, and any such dispute, controversy or claim shall be brought in the courts of appropriate jurisdiction located within Fort Worth, Tarrant County, Texas. The prevailing party of any such dispute, controversy or claim shall be entitled to reasonable costs and attorney fees.
25.10 Entire Agreement & Amendment. This Agreement constitutes the entire agreement between M3 and Licensee with respect to the subject matter of this Agreement, and it supersedes any prior or contemporaneous agreements or understandings (including, without limitation, customs and course of dealing) between them with respect to the matters referred to herein.
Should you have any questions regarding this Agreement, please contact M3 at:
Mobile Med Management, Inc.
5005 Heritage Ave., Suite 100
Colleyville, Texas 76034
E-mail: [email protected]
Copyright 2013 Mobile Med Management, Inc. All rights reserved.