1. Privacy, Confidentiality, & HIPAA. While Five Lakes is not a HIPAA Covered Entity, we recognize the impact HIPAA privacy regulations have on Five Lakes clients. Five Lakes is a “business associate” within the meaning of HIPAA.  As such, Five Lakes will execute a Business Associate Agreement (attached).  We are committed to maintaining the privacy of individually identifiable patient information that we receive, consistent with applicable law and regulations. All information received is considered confidential and is to be released only to authorized personnel.  Five Lakes shall not publish or otherwise make generally available any information or data that identifies a patient without his or her express written consent. This does not restrict the internal use of such information or data that is required in the performance of the scope of work that Five Lakes has been engaged to perform. Five Lakes maintains physical, electronic, and procedural safeguards to protect individually identifiable health information.  Health information will not be used for purposes unrelated to health care without authorization from the patient.  Five Lakes will not access personal health information obtained for any purpose other than to perform the services for which we were engaged.  All individually identifiable health information shall be maintained by Five Lakes in a confidential manner that prevents unauthorized use and disclosure.
2. Computer/Software. Five Lakes is not a technology consultant and is not responsible for any fees that client may incur as a result of Five Lakes work. 
3. DISCLAIMER OF WARRANTIES.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY CONTENT, SOFTWARE QUALITY OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
   
   THE INFORMATION, PRODUCTS, SERVER, SOFTWARE OR SERVICE DESCRIPTIONS MAY INCLUDE INACCURACIES OR ERRORS.  INSURANCE COMPANIES, DENTAL NETWORKS,  AND/OR OTHER ASSOCIATED PAYERS CHANGE POLICIES, BUSINESS PROCESSES AND CONTRACTS OFTEN AND WITHOUT NOTICE.  FIVE LAKES DISCLAIMS LIABILITY FOR SUCH ERRORS AND DOES NOT WARRANT OR REPRESENT THAT THE INFORMATION IS ACCURATE, UPDATED OR COMPLETE. 

4. LIMITATION OF LIABILITY.  IN NO EVENT WILL FIVE LAKES, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, EMPLOYEES, SUCCESSORS AND ASSIGNS BE LIABLE TO THE CLIENT FOR ANY PUNITIVE, INDIRECT, DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY, EVEN IF THE CLIENT HAS NOTIFIED FIVE LAKES ABOUT THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIMS BY ANY THIRD PARTIES ARISING OUT OF OR IN ANY WAY RELATED TO THE PRODUCTS AND SERVICES COVERED UNDER THIS AGREEMENT WHETHER SUCH CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY.

5. Additional Offices and/or Providers. Five Lakes is not responsible for the outcome or business impact that this work has as a result of providers or treating facilities not included in this contract.  To minimize any negative impact, it is recommended that the practice contract with Five Lakes for all providers connected to the facility(ies) listed within this agreement.  Further, that the Client informs Five Lakes of all related practices so that any known unintended consequences can be discussed. To minimize any negative impact on related practices, it is recommended that the practice contract with Five Lakes for all practices connected to the contracting provider or practice listed within this agreement.

6. Assignment.  Client shall not assign this Agreement, in whole or part, without Five Lakes’ prior written consent. Five Lakes may assign all or any portion of this Agreement with written notice to Client. Any purported assignment in violation of this provision shall be void and of no effect.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

7. Choice of Law; Jurisdiction and Venue.  This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of Ohio, without regard to principles of conflicts of law.  The parties agree that any litigation, arbitration or adjudication in any way relating to this Agreement shall be brought and venued exclusively in Cuyahoga County, Ohio and Client hereby consents to the personal jurisdiction of these courts and waives any objection that such venue is inconvenient or improper.

8. Attorney’s Fees.  If either Party brings legal action to enforce its rights under this Agreement, the prevailing Party will be entitled to recover its expenses (including reasonable attorneys’ fees) incurred in connection with the action and any appeal.

9. Force Majeure.  Neither Party shall have any liability for any failure or delay in performing any of its obligations pursuant to this Agreement due to, or arising out of, any act not within its control, including, without limitation, acts of God, war, riots, fire, flood, explosion, interruption or delay in power supply, or computer virus.

10. Notices.  Any notice required or permitted under this Agreement or required by law must be in writing and must be delivered via electronic mail to the Client’s Five Lakes Account Manager. Notices are considered to have been given upon confirmation of receipt when transmitted by electronic mail, provided in each case that delivery in fact is affected. Either Party may change its contact person for notices.

11. Entire Agreement.  This Agreement and its exhibit(s) represents the entire understanding and Agreement between Five Lakes and Client and supersedes all other negotiations, understanding and representations (if any) made by and between Five Lakes and Client prior to this Agreement. If there is a conflict between any provision of these Standard Terms and Conditions and any Statement of Work, these Standard Terms and Conditions shall control.

12. PAYMENT TERMS. ​Five Lakes requires payment by ACH. Five Lakes will accept payment via credit card (Visa, MasterCard, American Express and Discover are accepted), but such payments are subject to a 2% convenience fee where allowed by law. Client hereby certifies that payment information supplied is their own account or that they are fully authorized to provide this account as payment for the service. Client understands that Five Lakes may retain this information as payment for future charges based on the service terms set forth in this agreement. If at any time the information becomes expired or cancelled, client shall provide new payment information upon request. Client will be notified if their payment information fails to authorize for any reason, and that Five Lakes has the right to terminate their services should they fail to provide new payment information within a reasonable time and no later than 30 days from the last payment collection date.

13. AMENDMENT. We reserve the right to amend the terms of this Agreement at any time by reasonable notice.  Amended terms and conditions shall be binding.

14. Travel.  Client also agrees to reimburse Five Lakes Dental Practice Solutions for any reasonable expenses (e.g. travel, car rental, hotel etc.) associated with requested onsite contract delivery or services.  Expenses will be discussed with client and approved ahead of time.  All invoices due upon receipt.