LA Dental IT Terms & Conditions
LA IT Consultants, Inc. (“LA DENTAL IT”) will provide to the Practice the Services selected by the Practice (the “Services”) on the LA Dental IT Services Agreement (the “Services Agreement”), which is incorporated herein by reference, through LA Dental IT and/or its affiliates and/or designees. LA Dental IT may change the Services offered (whether adding additional Services or cancelling Services) at any time upon delivery of a revised Services Agreement. The Practice, may, but shall not be required to, add additional or any new Services during the Term of the Agreement.
The Term of the Services Agreement shall begin on the date of execution by the Practice and shall be a month to month term. The Practice shall provide all necessary and required information to LA Dental IT as required to provide the Services, and the Services shall commence within seven (7) business days of receipt of the required information. Unless otherwise terminated as provided in these Terms and Conditions or the Services Agreement contracts will automatically renew on a month-to-month basis. The initial Term and all renewal terms are referred to herein as the “Term”. Either Party may terminate the Service Agreement for any or no reason by providing 30 days prior written notice to the other Party. LA Dental IT may also terminate the Services Agreement and immediately cease providing all Services to the Practice, without notice, if the Practice fails to pay any amounts due under the Services Agreement within ten (10) days of the due date.
In consideration for LA Dental IT's Services, the Practice will pay LA Dental IT, or its designees, the amounts corresponding to the Practice’s elections of Services on the Services Agreement.
The Practice may be required to enter into third party vendor agreements with LA Dental IT vendors. Any such contract does not change or amend these Terms and Conditions or the Services Agreement. The Practice should not pay any service fees to any vendor unless specifically noted and agreed to by the Parties in writing.
The Practice shall provide, and LA Dental IT shall maintain on file, a valid credit card and accompanying authorization for recurring use. LA Dental IT will automatically charge the appropriate monthly (or annual) fee to the credit card and shall provide the Practice with a receipt for the charge. The Practice will be charged interest on amounts past due at the rate of fifteen percent (15%) per annum or the maximum interest rate permitted by law, whichever is less.
Notwithstanding any provision contained herein or in the Services Agreement to the contrary, the Practice and LA Dental IT each understand and agree that the Parties hereto are independent contractors and that therefore neither the Practice nor LA Dental IT is an employee, partner, joint venturer, or agent of the other. Neither Party shall have the right to make any promises, warranties or representations, or to assume or create any obligations, on behalf of the other Party.
THE PRACTICE AGREES TO INDEMNIFY, DEFEND AND HOLD LA DENTAL IT, AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES HARMLESS FROM AND AGAINST ANY CLAIMS ASSERTED BY ANY THIRD PARTIES AGAINST LA DENTAL IT ARISING FROM LA DENTAL IT RELATIONSHIP WITH THE PRACTICE PURSUANT TO THE SERVICES AGREEMENT. THE PRACTICE AGREES TO FURTHER INDEMNIFY, DEFEND AND HOLD HARMLESS LA DENTAL IT, AND ITS AFFILIATES, OFFICERS, DIRECTORS, AND EMPLOYEES FROM ANY AND ALL LIABILITY, LOSS, DAMAGE, CLAIM OR EXPENSE OF ANY KIND, INCLUDING COSTS AND ATTORNEYS’ FEES WHICH RESULT FROM THE ACTS OR OMISSIONS BY THE PRACTICE, ITS AGENTS OR EMPLOYEES, REGARDING THE DUTIES AND OBLIGATIONS OF THE PRACTICE UNDER THE SERVICES AGREEMENT OR THESE TERMS AND CONDITIONS. LA DENTAL IT SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AGREEMENT OR THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUES. IN NO EVENT SHALL DAMAGES FOR EITHER PARTY EXCEED THE VALUE OF THE TERM OF THE SERVICES AGREEMENT.
Notwithstanding the expiration or termination of the Services Agreement, Sections 3 (unpaid fees), 7 (Indemnity), 8 (Survival), 10 (Governing Law), 16 (Attorneys’ Fees), 18 (HIPAA), 19 (No Referral Arrangements), and 20 (Access to Records) will survive.
Each Party shall carry out all activities under this Agreement in accordance with all applicable laws and regulations at the federal, state, and local levels.
This Agreement shall be governed by the laws of the State of California. Venue for all disputes will be the appropriate court in California. Each Party consents to the exclusive jurisdiction of such courts.
This Agreement represents the full and complete understanding of the Parties, superseding all prior agreements, and may only be modified in writing signed by both Parties.
LA Dental IT may assign this Agreement without consent. The Practice may not assign it without prior written consent from LA Dental IT. Assignment includes changes in control or ownership of the Practice.
If any provision is deemed invalid or unenforceable, it will not affect other provisions. A valid, enforceable clause similar to the original will be added in its place if possible.
Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.
The Parties agree to take any necessary actions to carry out the intent and purpose of this Agreement.
The prevailing Party in any litigation under this Agreement shall recover its reasonable attorneys’ fees and costs, including enforcement of any judgment, which shall survive the judgment itself.
Headings are for reference only. All terms apply equally to all genders and singular/plural forms as the context requires.
The Parties agree to comply with HIPAA and state privacy regulations. A Business Associate Agreement will be signed and become effective as of the Agreement’s effective date.
No part of this Agreement is contingent upon referrals or patient volume. There is no expectation or requirement to generate business or patients for either Party. Services are provided solely to support high-quality patient care.
If applicable under the Social Security Act, both Parties agree to make records available to federal authorities for audit. Any subcontract over $10,000 shall also allow such access for four (4) years.
Both Parties waive their rights to a jury trial for any disputes arising from this Agreement, including statutory claims, fraud, or contract disputes.
LA Dental IT delivers expert IT solutions tailored specifically for dental practices in Southern California. We provide HIPAA-compliant data protection, 24/7 system monitoring, secure networks, proactive maintenance, and rapid troubleshooting, ensuring your dental office runs smoothly and securely.
