DSN Terms of Service – On Premise

  1. Software Products. Software Product(s) shall mean any product identified below. Such Software Product(s) are owned or licensed by DSN. Licensee hereby acknowledges DSN’s ownership of or licensing rights for the Software Product(s) and agrees that Licensee will not (i) make any copies or duplicates of any such Software Product(s) without the prior written consent of DSN, nor (ii) reverse assemble, decompile, reverse engineer, or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from the Software Product(s), (iii) modify or create any derivative work of any Software Product(s), (iv) delete, alter, add to or fail to reproduce in and on any Software Product(s) any copyright or other notices appearing in or on any copy, media or package materials provided by DSN, or (v) sell or distribute copies of Software Product(s).  

  

  1. Price and Terms. See Accompanying Document  

  

This License Agreement constitutes the entire agreement between DSN and Licensee as the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral.  

  

  1. License. DSN grants Licensee a nonexclusive license to use the above referenced Software Products solely for use in Licensee’s practice. Subject to all terms and conditions of this Agreement, DSN consents to Licensee’s transfer of this license to a purchaser of Licensee’s practice.  

  

  1. Disclaimer of Warranties. Except as explicitly set forth in this agreement, the software products are provided by DSN “as is, where is, with all faults” and to the maximum extent permitted by applicable law, DSN disclaims all other representations and warranties express or implied regarding software products, related materials, and any services, including their fitness for a particular purpose, their errors, or other program defects or limitations.  

  

  1. Software Support Access. Licensee agrees to make Licensee’s hardware and software available to DSN via a connected and properly operating internet connection. Licensee agrees to install and maintain for the duration of this Agreement a voice grade telephone line and an internet connection for use in data communication with DSN. Licensee shall be responsible for associated internet and telephone equipment line use and installation. Licensee acknowledges that DSN is not responsible for Licensee’s Internet connection and/or connectivity. Licensee is responsible for all problems arising from its own Internet connectivity.  

  

  1. Program Customizations and Third-Party Software. Licensee acknowledges that DSN is not responsible for support and/or maintenance of (1) any customizations and/or modifications by Licensee or third-party of programs from their intended purposes, or (2) third-party software unless otherwise specifically identified herein.  

  

  1. Limitation of Liability. Notwithstanding anything else in this agreement or otherwise, DSN will not be liable to any person or entity including but not limited to the licensee with respect to any subject matter of this agreement under contract, tort (including but not limited to negligence) strict liability, breach of warranty, product liability or other legal or equitable theory (A) for any amounts in excess of payments made to DSN by Licensee during the twelve (12) month period prior to the date the cause of action arose for such software products or services or, (B) for any incidental, indirect, special, or consequential damages, including but not limited to damages for loss of business, loss of profits or investment, or the like, or lost data, or (C) for the cost of procurement of substitute goods, technology or services.  

  

  1. Licensee’s Insolvency. Licensee’s dissolution, insolvency, appointment or a receiver, assignment for the benefit of creditors or the commencement of bankruptcy proceedings shall constitute a default by Licensee of this Agreement.  

  

  1. DSN’s Remedies Upon Licensee’s Default.  Upon any default by Licensee, including but not limited to Licensee’s failure to make timely payment of the license price, DSN will be entitled, in addition to all other remedies available at law and in equity, to declare the entire license price due and payable, to take possession of the Software Products, to terminate all licenses granted to Licensee under this Agreement, to specific enforcement of this Agreement or to terminate this Agreement with or without repossession of the Software Products.  If Licensee defaults in performance of its obligations to DSN under this or any other agreement, DSN shall have the right to suspend performance under this Agreement.  
  1. Enhancements. From time to time, DSN may distribute enhancements to Software Product(s). Licensee agrees to purchase and install such enhancements immediately. Failure to purchase and install enhancements/maintenance releases shall immediately relieve DSN of its obligations to Licensee under this Agreement.  

  

  1. Assignment. Except as provided above, this Agreement may not be assigned or otherwise transferred in whole or in part by Licensee without the prior express written consent of DSN, which consent shall not be unreasonably withheld. Detrimental economic effect shall conclusively be presumed good cause for DSN to disapprove.  

  

  1. Confidentiality. All documents and information relating to the Software Product(s), including but not limited to software, program(s), guides and message standards (if applicable) constitute trade secrets of DSN, and may be disclosed only to Licensee’s officers, employees and agents with a specific need to know. In no event shall any of DSN’s trade secrets be disclosed by Licensee to any third party. The provisions of this section shall survive termination of this Agreement and DSN shall be entitled to equitable protection, as well as damages at law for its violation. DSN may disclose total systems statistics which are generic to the system.  

  

  1. Tax Liability. Licensee agrees to be solely responsible for and pay for all taxes and any associated interest and penalties that may be payable by or assessed against Licensee by reason of its license payments for products or services from DSN. DSN is solely responsible and liable for its Business and Occupation and Federal Income taxes.  

  

  1. Termination. Upon termination, Licensee will have no further right to Software Products and Licensee will immediately surrender to DSN all confidential materials, including but not limited to all copies of the Software Products, discs, and documentation. Regardless of the manner or timing of termination, Licensee shall remain liable for all fees and charges associated with transactions that were incurred as of the effective date of such termination and as to which Licensee was a party.  

  

  1. Attorney’s Fees. In the event of suit based upon this Agreement, the prevailing party shall be entitled to recover costs, including   reasonable attorney’s fees.  

  

  1. Modification. This contract constitutes the complete Agreement between the Licensee and DSN and cannot be changed in any manner except in writing and subscribed by the Licensee and DSN through their authorized officers.  

  

  1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma and the federal laws of the United States of America. The parties expressly stipulate that all litigation under this Agreement shall be brought in the State courts of the County of Tulsa, Oklahoma, or the United States District Court for the Northern District of Oklahoma, and for the purpose of any such suit irrevocably submit and consent to the personal and subject matter jurisdiction and venue of any such court. Client will not seek to change venue on the basis of forum non-conveniens or any other legal or equitable basis. Depending on the residency of Client, the provisions of this agreement may eliminate rights and protections otherwise available to the licensee under the laws of the Client’s residence, including but not limited to Uniform Commercial Code provisions affording Client greater warranty rights and limiting the waiver of warranties. By signing this agreement, Client acknowledges that it has waived the right to have this agreement governed by any law other than that of the State of Oklahoma. Service Provider and Client acknowledge and agree that the compensation paid to Service Provider by Client has been negotiated in part in consideration of the terms and conditions of this paragraph, assuring service provider that all claims arising out of this agreement shall be governed by the law of the State of Oklahoma and that the venue for such claims shall be in a court of competent jurisdiction in Tulsa County, Oklahoma.  
  1. Backup Software. Buyer acknowledges that this system does not include backup software.  DSN recommends that the user employ a backup system to back up their data files.  

   

DSN Software Service & Support Agreement  

 

  1. Introduction. This agreement sets forth the services DSN will supply to Client to service and support DSN Software, licensed for use by Client.  

  

  1. Service and Support. Service and support to be provided pursuant to the terms set forth in the executed Proposal and incorporated herein by reference. Software Service & Support is based on the number of locations and doctors in the practice and renews annually at the fee in effect at the time. Adding locations and/or doctors will increase the fee. Software Service and Support may be prepaid annually, or it may be bundled with DSN’s E-services and paid monthly rather than annually.  

  

  1. Service and Support: Includes unlimited toll-free telephone support and any program upgrades and enhancements to DSN Software. Support and upgrades are available to client when support is current and paid in full.   

  

  1. Term. This agreement shall be for a period of one year from the date of acceptance by DSN Software, Inc., unless earlier terminated. This Agreement is terminable by either party upon thirty (30) days advance written notice to the other.  This Agreement shall automatically renew, unless terminated as provided above.  Fee changes shall become effective (30) days after they are adopted by DSN; provided, however, that prepaid fees shall not be subject to increase.  In the event of termination by Client, where fees have been prepaid, the amount owed DSN shall be computed without discount to the date of termination and any remaining balance shall be promptly refunded to Client.  Program upgrades and enhancements are provided at no additional cost to Clients with a current support agreement.  Client agrees to pay any account balance within thirty (30) days of termination.  

  

  1. Service Hours. Service Hours. Service hours are Monday through Friday, 5:00 a.m. (Pacific) to 5:00 p.m. (Pacific). Service is not available on the following days:  

                              New Year’s Day Thanksgiving Day  

Memorial Day Christmas Day  

Independence Day Friday following any Federal Holiday falling on a Thursday  

Labor Day  

        Service requested by the Client other than during the hours of service as set forth above is subject to availability of personnel       

        and shall be billed at DSN Software’s overtime service rate (time plus one-half).  

  

  1. Access. Client agrees to make Client’s hardware and software available to DSN via a connected and properly operating Internet connection, as well as physical access when requested by DSN. Client agrees to install and maintain for the duration of this Agreement, a voice grade dial up telephone line connected to the DSN Software Inc., system for use in data communication with DSN.  Client shall pay associated Internet and telephone equipment line use and installation.  

  

  1. Exclusions. Unless otherwise specified, the following services are excluded from this agreement:  
  1. Training  
  1. Program customization  
  1. Hardware, memory chips, equipment and/or supplies   
  1. Support for DSN software which has been modified without DSN approval  
  1. Support or upgrades for any third-party software, such as, but not limited to: operating systems, word processing software, software or service that accesses the DSN Software program without DSN’s permission, etc.  
  1. Hardware troubleshooting  

Support maintenance does not include major releases of new versions of software, additional functionality, or custom software programming, which DSN, at its discretion, may provide at an additional cost as otherwise agreed between the parties.  

  

  1. Waiver of Warranty. Except for any warranty expressly stated herein, SELLER DISCLAIMS AND BUYER WAIVES ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR A PARTICULAR USE. This software service and support agreement does not constitute a guarantee or warranty to resolve software or hardware problems encountered by Client.  DSN shall not be liable for Client’s loss of profits or other damages commonly referred to as consequential damages.  
  1. Assignability. This agreement is personal to Client and not assignable by Client.   

  

  1. Governing Law. This agreement is governed by the laws of the State of Oklahoma.   

  

  1. Performance Requirements. DSN shall use its best efforts to respond promptly to all support and service requests made pursuant to this agreement. Availability of personnel may from time to time affect response time by DSN and any such delay, as well as delays resulting from causes beyond the control of DSN shall not constitute a violation of this agreement. DSN does not warrant that the software supplied by it is free from error or that the software will run in an uninterrupted fashion. DSN does not warrant that all errors are correctable or will be corrected    

  

  1. Client Cooperation. Client acknowledges that the full cooperation of both parties will be necessary for satisfactory software maintenance and support and therefore agrees to provide timely and accurate information and timely and appropriate access to Client’s personnel and facilities to enable DSN to fulfill its responsibilities. If, at any time, in DSN’s reasonable judgment, Client is not fulfilling Client’s responsibilities, DSN reserves the right to stop work and renegotiate the terms of this Agreement. Client specifically always agrees to have at least one employee who is fully trained in the use of DSN’s software.  In the event no such trained person is available, DSN shall be excused from its obligations under this Agreement.   

  

  1. Backups. It is the responsibility of the Client to make and securely store backups. The frequency of the backups shall be determined by the Client and DSN shall not be responsible under any theory of recovery for loss of data, whether or not such loss is alleged to have occurred due to the negligence of DSN.  

  

  1. Taxes and Duties. There shall be added to the charges under this Agreement an amount equal to any tariff, duties and/or sales or use tax or any tax in lieu thereof (including any interest or penalties) imposed by any government or governmental agency with respect to the services rendered by DSN under this Agreement and which DSN now or in the future may be required to collect or remit.   

  

  1. Proprietary Rights. Any changes, additions, and enhancements in the form of new or partial programs or documentation as may be provided under this Agreement shall remain the proprietary property of DSN.  

  

This agreement does not constitute any transfer in any manner of any title to or ownership of software now or hereafter licensed by DSN to Client. The Client’s right to use such software is subject to the terms and conditions of the Client’s license agreement.  

  

  1. Effective Date. This agreement is effective upon receipt by DSN of this document duly executed, together with payment in advance in accordance with the fees in effect.  

  

  1. General.   
  1. This Agreement shall be binding when accepted by DSN at 821 “B” Street, Centralia, Washington and will be governed by the laws of the State of Oklahoma.  
  1. Client agrees to promptly install new DSN Software releases and understands that failure to install new software releases shall release DSN from its support obligation until the new release is installed.  
  1. The terms and conditions stated herein supersede all prior Agreements between parties relating to the subject matter of this Agreement. This Agreement may be changed or modified only in writing.  

  

  1. Backup Software. Buyer acknowledges that this system does not include backup software. DSN recommends that the user employ a backup system to back up their data files.  

 
 

Electronic Claims Transmission Claim-Exec® License Agreement  
 

  1. Products, Services and Costs. The Schedule of products, services and costs is attached hereto as Exhibit “A”, executed by DSN and Participant, and made a part hereof by reference.  The total set forth in Exhibit “A” shall be paid to DSN by Participant at signing.  

  

  1. Fees. Participant agrees to pay fees in accordance with Exhibit “A”.  Bills are delinquent if not paid within ten days of receipt.  In the event of delinquency, there shall be a one-time late charge equal to five percent (5%) of the delinquent balance, together with interest at the rate of eighteen percent (18%) per annum from date of delinquency until payment in full. Immediately upon delinquency, DSN may elect to terminate this Agreement without prior notice, reserving all claims it may otherwise have against Participant. Fees may be changed by DSN with 30 days written notice to participant. Participant will pay all fees, charges and other liabilities incurred or created by reason of DSN’s participation on Participant’s behalf with any service bureau unless otherwise provided by separate written agreement between DSN and Participant.  

  

  1. Term. This Agreement shall have an initial term of twelve (12) months from the date of acceptance by DSN and shall automatically renew for successive 12-month periods if Participant has not given written notice ninety (90) days prior to expiration of the original term or any renewal term of Participant’s non-renewal. Notwithstanding any other provision of this Agreement, DSN shall have the right at any time upon thirty (30) days notice to terminate the Agreement without cause and immediately for cause.  

  

  1. Software License. Participant’s license to use Claim-Exec® is nonexclusive and is limited to the terms and conditions of this Agreement.  DSN remains the owner of all rights to Claim-Exec®. It is further agreed that Claim-Exec® is provided by DSN to Participant to transmit certain dental insurance claims by electronic means. Claim-Exec® may be used by Participant on more than one of Participant’s computers, provided that DSN has expressly approved such use and that fees are paid in accordance with the DSN fee schedule. Claim-Exec® is fully protected under the copyright laws of the United States. Any use not expressly permitted under this Agreement is prohibited. Such prohibition includes, but is not limited to, duplication or reproduction in whole or in part of the program or documentation without the express, prior written authorization of DSN. Participant shall not provide any software or associated materials provided to it by DSN to any other party. Use by Participant shall be exclusively for electronic transmission of certain dental insurance claims. DSN remains the owner of all rights to all software and documentation provided by it to Participant and retains ownership of all copies of such program and documentation, including copies provided with this Agreement or authorized to be made under this Agreement. The software provided by DSN may not be modified, adapted, translated, decompiled, disassembled, reverse engineered or used in any form to create new or revised programs based on or derived from such DSN program, without the express prior written consent of DSN.   

  

  1. Enhancement. From time to time, DSN may distribute enhancements to its software. Participant agrees to install such enhancements immediately. Failure to install enhancements/maintenance releases immediately shall relieve DSN of its obligations to Participant under this Agreement.  

  

  1. Subcontracting & Assignments. This Agreement may not be assigned or otherwise transferred in whole or in part by Participant without the prior express written consent of DSN, which consent shall not be unreasonably withheld. Detrimental economic effect shall conclusively be presumed good cause for DSN to disapprove.  

  

  1. Confidentiality.  All documents and information relating to the Claim-Exec®, including but not limited to software, programs(s), guides and message standards (if applicable) constitute trade secrets of DSN, and may be disclosed only to Participant’s officers, employees and agents with a specific need to know. Participant agrees to be responsible for any disclosure in violation of this rule by any officer, employee, or agent, whether or not such disclosure was authorized by Participant. In no event shall any of DSN’s trade secrets be disclosed by Participant to any third party. The provisions of this section shall survive termination of this Agreement and DSN shall be entitled to equitable protections, as well as damages at law for its violation. DSN may disclose total systems statistics which are generic to the system.  

  

  1. Liability. Participant (including but not limited to its officers, agents and assigns) is liable to, and shall immediately indemnify, defend, and hold harmless DSN for any claims or injuries arising out of negligence, fraud, criminal conduct or breach of the terms of this agreement by Participant or Participant’s employees and other agents, whether or not authorized by Participant.  

  

  1. Tax Liability. Participant agrees to be solely responsible for and pay for all taxes and any associated interest and penalties that may be payable by or assessed against Participant by reason of its purchase of products or services from DSN and its use of Claim-Exec®. DSN is solely responsible and liable for its Business and Occupation and Federal Income taxes.  

  

  1. Termination. Upon termination, Participant will have no further right to Claim-Exec® and Participant will immediately surrender to DSN all confidential materials, including but not limited to all copies of the DSN software, diskettes, and documentation. Regardless of the manner or timing of termination, Participant shall remain liable for all fees and charges associated with transactions that were incurred as of the effective date of such termination and as to which Participant was a party.  

  

  1. Notice. Any notice or billing mailed by DSN shall be conclusively deemed received by Participant when delivered personally to Participant or three (3) days after mailing, postage prepaid, to Participant at Participant’s address last known to DSN. Notices to DSN shall be mailed return receipt requested to DSN at its address of 821 “B” Street, Centralia, Washington 98531.  

  

  1. Governing Law and Venue. This agreement shall be governed by the laws of the State of Oklahoma. Exclusive venue for claims arising under this agreement shall be in either District or Superior court, as may be appropriate, in Tulsa County, Oklahoma.  

  

  1. Costs and Attorney’s Fees. In the event that any action is brought to enforce, or on the account of, any provision of this Agreement, the substantially prevailing party shall be awarded its costs, including reasonable attorney’s fees, incurred in connection with such action. “Attorney’s fees” shall include services rendered at both the trial and appellate level and shall include any arbitration, as well as services rendered subsequent to judgment in obtaining execution thereon.  

  

  1. Entire Agreement. This Agreement (i) constitutes the entire agreement between Participant and DSN, (ii) supersedes any prior oral or written communication and any contemporaneous oral communication between DSN and Participant, and (iii) may not be amended unless in writing singed by both Participant and DSN.  

  

  1. Savings Clause. If any provision of this Agreement, as it may be amended from time to time, is held unenforceable or invalid, that provision shall be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted by law. All other provisions shall not be affected and shall remain valid and enforceable.  

  

  1. Limitation on DSN’s Obligation and Liabilities. The software provided to Participant is intended to be used for the electronic transmission of certain dental insurance claims. The software and technology for Claim-Exec® and associated products and services is new and may be imperfect. Except in the case of intentional harm or fraudulent misconduct, DSN is not responsible for Claimant’s losses arising from use or attempted use of Claim-Exec®, including but not limited to loss or failure to transmit claims, delay in transmission, incomplete, duplicate or inaccurate transmission of claims, as well as loss or alteration of data.  

 

Participant assumes the risk of loss arising out of Participant’s use of Claim-Exec® and Participant has the responsibility to maintain such records as are necessary to document all claims in the event retransmission or non-electronic delivery of such claims is due to partial or total failure of Claim-Exec® to effectuate accurate electronic transmission of Participant’s insurance claims.  

In addition to all other limitations set forth in this agreement, DSN shall not be liable to Participant for damages in an amount greater than the sum of the fees actually paid by Participant to DSN pursuant to this agreement.  

DSN SHALL HAVE NO OBLIGATION TO PARTICIPANT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN NO EVENT SHALL DSN BE DEEMED TO MAKE ANY EXPRESS WARRANTY UNLESS EXPLICITLY SET FORTH IN THIS AGREEMENT. DSN SHALL NOT BE DEEMED TO HAVE MADE ANY IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WHERE THIS AGREEMENT SPECIFIES A REMEDY FOR DSN’S FAILURE TO PERFORM, THAT WILL BE PARTICIPANT’S EXCLUSIVE REMEDY. ANY LIMITATIONS ON DSN’S LIABILITY STATED IN THIS AGREEMENT SHALL APPLY. IN NO CASE WILL DSN BE LIABLE TO PARTICIPANT FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. DSN SHALL HAVE NO LIABILITY IN TORT FOR STRICT LIABILITY OR NEGLIGENCE.  

 

 

 

 

Exhibit “A”  

  

 

  

Claim-Exec® License Included in purchase.  

  

Monthly fee for Electronic Claims and Real Time Eligibility are based on volume and may be changed by DSN with 30 days written notice to participant.  The following fees are in effect at this time:  

Monthly Claims will be automatically invoiced at $90 per month for claim volume less than 150 claims.  

Monthly Claims will be automatically invoiced at $135 per month for claim volume of 151 to 300 claims.  

Monthly Claims will be automatically invoiced at $175 per month for claim volume of 301 to 500 claims.  

Monthly Claims will be automatically invoiced at $215 per month for claim volume of 501 to 750 claims.  

Monthly Claims will be automatically invoiced at $260 per month for claim volume of 751 to 1000 claims.  

Monthly Claims will be automatically invoiced at $0.35/claim per month for claim volume 1,001 to 5,000.  

Monthly Claims will be automatically invoiced at $0.32/claim per month for claim volume 5,001+.