Last updated July 21, 2020
1. Electronic Communications.
- When you visit the Site or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- By creating an account on the Site, you acknowledge and agree that Opencare will send service-related e-mails relating to your account, including service updates, appointment reminders and booking confirmations. These communications can be managed through user features made available through the Site from time to time.
- If you are a member of the Opencare mailing list you will also receive email communications from us regarding our products, services and initiatives (including collaborations and partnerships). If you do not wish to receive these communications, you can unsubscribe from such promotional e-mails at any time by clicking on the unsubscribe link in any of our e-mail communications.
- If you sign up through Opencare to receive special offers regarding products and services from our partners, you authorize us, on behalf of your dentist, to share your email address and other Personal Information you authorize with the partner whose offer you wish to receive (for example, a free electronic toothbrush). If you request these special offers, you acknowledge the partner may also send you future offers for health-related benefits, products, and services that may interest you. You can opt out of future communications from Opencare by changing your user settings or emailing privacy@Opencare.com; you can unsubscribe from future partner communications by following their unsubscribe and opt out instructions. You do not have to agree to participate in these offers in order to use Opencare or receive care from my dentist. You understand that the dentist and/or Opencare may receive financial remuneration in exchange for sharing your email address and other Personal Information you authorize with partners if you choose to sign up for an offer. Once you sign up for an offer, you can change your mind at any time, but if the dentist or Opencare has already relied on you authorization to share your email or other Personal Information for a particular offer, any action already taken cannot be undone.
- You acknowledge and agree that you are solely responsible for providing Opencare with accurate contact information, including your mobile device number and email address, where we may send communications containing your PHI. Opencare is not responsible for user errors and omissions.
- As part of the Opencare “Refer a Friend” program, Users may invite others to create an account and try our Services (“Referrals”), subject to the Refer a Friend program terms and conditions available at: https://www.opencare.com/terms/referrals.
- We reserve the right to change the Services at any time, without notice, provided that if you have executed an Order Form, we agree not to materially degrade any Services purchased by you.
- Our Obligations. Opencare has implemented commercially reasonable technical and organizational measures designed to secure your user data, including any personal information or PHI, from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use user data for improper purposes.
- Personal Information Warranty. You represent and warrant to us that any data, information, records and files that you load, transmit to or enter into the Site will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services. If you are using the Services as a Customer in the United States, you agree that you may be required to enter into supplemental agreements for the protection of personal health information, including our Business Associate Agreement available at: https://www.opencare.com/baa.
4. Marketplace Services.
- Marketplace. Opencare makes available marketplace Services to allow individuals to search for dentists and schedule appointments. You agree to use the Opencare marketplace only for any the following purposes and for no other purpose:
- finding a health care provider for yourself or another person;
- reading reviews and ratings of health care providers;
- submitting your own reviews and ratings of health care providers with whom you have a relationship;
- inviting friends and family to join Opencare;
- or any other purpose authorized by Opencare from time to time;
- Further, any review of a health care provider that you submit to be included on the Site or Marketplace:
- will be a true representation of your experience with the particular health care provider;
- will not be false, misleading, or untrue; and
- will not include your name or any other personally identifiable information that may be used to identify you or another patient including, but not limited to, any contact information email addresses, instant messenger usernames, telephone numbers, postal mail addresses, website URLs, or full names through your publicly posted information. Reviews that include personally identifiable information will be edited to remove such information. Opencare further reserves the right to refuse to post any review that contains personally identifiable information.
5. Opencare Marketplace Billing and Payment.
- Fees. Dental practices who use the Opencare marketplace Services are “Providers”. Opencare shall charge Providers a fee for all appointments booked through the Services that meet criteria specified in Opencare’s policies for Providers (“Appointments”).
- Billing. Providers must provide valid credit card information to Opencare to use the marketplace Services. Unless otherwise agreed to, Opencare will bill the Provider monthly for fees in connection with completed appointments booked through Opencare during the previous month.
- Cancelled Appointments. Opencare assumes that all requests submitted by patients through the Opencare platform for Providers will be successfully completed, and will bill for such appointments, unless the Provider indicates otherwise (either by cancelling the request or by marking a scheduled patient as a no show).
- Refunds. Opencare may refund fees paid by a Provider where the Provider requests such refund in a reasonable timeframe and the appointment was cancelled or the patient was a no show.
6. Revenue Cycle Management.
- RCM Services. Opencare also makes available Revenue Cycle Management Services to Providers that have purchased such Services. Revenue Cycle Management Services shall be set out on the Order Form and may include:
- insurance verification;
- claims submission, which means submission to payors of charges, exclusions, denials and secondary claims within statutory periods;
- insurance accounts receivable follow up, which means appropriate correspondence with payors (including research, and resubmission of denials), customer service (e.g., billing inquiries) and claims appeals;
- payment posting, which means receipt from Customer of EOBs or other patient payment information, receipt from private payors of electronic remittance advices and other 835 files, and submission of relevant data to Customer;
- provision of the following standard month-end reports: account receivables summaries, productivity reports for procedures and providers, month-end close report (i.e., charges, payments, adjustments, and standing accounts receivable) and management summary; and
- refund processing;
- Third-Party Payors. All reimbursements from third-party payors shall be received directly by Customer. Customer shall promptly send all insurance correspondence and EOBs (or complete copies of these documents) to Opencare. Customer agrees to follow any control procedures implemented by Opencare that are designed to ensure the proper transmission and receipt of such information. Customer agrees to provide Opencare with audit control figures containing all patient visits and payments collected so that Opencare may balance charges and payments posted by Opencare back to Customer totals. In the event that Customer utilizes a lockbox to receive insurance payments, Customer shall give Opencare proper access to such lockbox to enable Opencare to retrieve documents and images sent to such lockbox.
7. RCM Payment Terms.
- Fees. Pricing for use of any Paid Services will be set out in an Order Form (the “Fees”). Opencare may vary the Fees, subject to Opencare giving you not less than 30 days’ notice of such increase prior to the end of the then-current billing term.
- Credit Cards. A valid credit card is required for paying accounts. Customer shall: (i) keep the billing, credit card and payment information provided to Opencare or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; (ii) promptly advise Opencare if Customer’s credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Customer’s failure to pay any Fees billed to Customer by Opencare caused by Customer’s failure to provide Opencare with up to date billing information.
- Pre-authorized Payment. By providing a credit card to Opencare as part of account set-up for Customer’s monthly or annual pre-authorized payments, Customer authorizes Opencare to charge Customer’s credit card for all outstanding fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes Opencare’s good and sufficient authority for so doing.
- Payment Terms. All payments of Fees for use of the Services are due and payable in accordance with the Order Form. Any payment not received from Customer by the due date will accrue late charges at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher; from the date such payment was due until the date paid.
- Overdue. If Customer’s account is thirty (30) or more days overdue, in addition to any of its other rights or remedies, Opencare reserves the right to suspend use of the Services provided to Customer, until such amounts are paid in full.
- Taxes and Deductions. Customer agrees to pay all applicable sales taxes, fees, value-added surcharges, import and export duties, and other assessments levied by federal, state, provincial, local and other governments related to its payments to the other under this Agreement.
8. Proprietary Rights.
- Customer Data. Customer shall exclusively own all Customer Data. Customer hereby grants Opencare a non-exclusive, non-transferable, sublicensable, royalty-free, worldwide right to handle Customer Data to: (i) provide Customer any service or Work Product set out in this Agreement and applicable SOW; (ii) generate Aggregate Data (as defined below); (iii) sublicense the right referred to in subsection (i) to any Subcontractor solely to the extent necessary to enable such Subcontractor to fulfill its obligations to Opencare, subject to additional terms in the Business Associate Agreement, if applicable.
- Work Product. So long as all Fees owing to Opencare under this Agreement have been paid in full, Customer shall own the Work Product subject to Opencare retaining a non-exclusive, perpetual, irrevocable license to access and use the Work Product to generate Aggregate Data to improve the Serviced and to provide data-driven recommendations; provided that notwithstanding the foregoing or anything else in this Agreement, Opencare shall retain sole right, title and interest in all of Opencare’s intellectual property rights, know-how, copyrights, techniques, tools, applications, technology, information, ideas, methods, and any other property or proprietary rights which were incorporated in or were necessary to the use or creation of the Work Product or any portion thereof.
- Aggregate Data. In using the Services, and subject to the terms of an applicable Business Associate Agreement, Customer hereby grants Opencare full rights to de-identify data and information collected so that it does not identify Customer as a user, identify specific Customer service usage, or contain any other confidential Customer information (“Deidentified Data”). Customer agrees that Opencare: (i) has full ownership over Deidentified Data regardless of any Intellectual Property Rights in Data or work derived from Data; (ii) has full license to create derivative works and extract information from Deidentified Data; (iii) has full license to combine Deidentified Data (hereafter “Aggregate Data”); (iv) has the right to use the Aggregate Data on an Aggregate Basis (as defined below) only in the furtherance of Opencare’s business; and (v) may disclose, sell and publish Aggregate Data on an Aggregate Basis to any party through any means. Opencare does not claim any ownership interest in the Customer Data, but Opencare does retain the right to create, use, store, disclose, sell and publish Deidentified Data. Customer Intellectual Property Rights in any Content, if any, do not confer any rights of access to the Site, the Services or any rights to data stored by or on behalf of Opencare. Opencare will not disclose User information or Customer Data other than on an Aggregate Basis (as defined below), except with Customer’s express consent. “Aggregate Basis” refers to the combination of parts of information collected or processed from the user, not containing the Customer’s name, with other information from any or all other Customers of the Services. Opencare asserts that user information used on an Aggregate Basis will not be used in a manner that discloses any individually identifiable information about the user or any specific transactions in which the user has engaged.
- Opencare welcomes your comments on our Services. By submitting suggestions, comments, materials or other feedback (the “Feedback”) to Opencare, you acknowledge and agree that: (i) the Feedback does not contain confidential or proprietary information and Opencare is under no obligation of confidentiality with respect to the Feedback; and (ii) Opencare will be entitled to use, disclose or otherwise exploit such Feedback for any purpose, in any way, in any manner, and without consent of or accounting or compensation of any kind to you.
10. Use of the Term “Partner”.
The use of term “partner” on this Site and in any other materials is not intended to indicate that the “partners” are in a legal partnership with Opencare. Rather, the term is used in a marketing sense to show participation by the other parties involved in the Opencare products and services.
11. User Account for Opencare Services.
- To access certain features of the Services, you may be required to successfully sign up for a user account on the site and be issued with a username and password login credentials (the “User ID”). If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services.
- Opencare is entitled to act on instructions received through your account. Opencare is not responsible for any actions taken or transaction made to or from your accounts by any other party using your User ID.
12. Your Responsibilities When Using the Services.
- Customer represents, warrants and covenants that:
- the provision of the Customer Data to Opencare and Opencare’s contemplated use of the Customer Data pursuant to this Agreement complies with all laws, and Customer has received all necessary third party approvals and consents with respect to the Services;
- the Customer Data, and Opencare’s use of the Customer Data, do not and will not infringe or violate the intellectual property rights or other rights of any third party; and
- it meets all applicable medical practice, licensure and ethical standards. Without limiting the foregoing, Customer shall ensure that each professional employee and contractor of Customer providing medical or other professional services has an unrestricted license to practice medicine or other profession in the state(s) or provinces in which they practice, and Customer will inform Opencare immediately of any change in the status of any such unrestricted license.
- You agree to:
- comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws;
- upload and disseminate only content or information that you own all required rights to under law and do so only consistent with applicable law;
- use reasonable efforts to prevent unauthorized access to or use of the Services;
- keep User IDs and all other login information confidential;
- monitor and control all activity conducted through you account in connection with the Services; and
- promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.
13. No Unlawful or Prohibited Use.
- send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Site any data, information, pictures, videos, music or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person, including reviews that are not representative of your experience; (iv) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
- share, transfer or otherwise provide access to an account designated for you to another person;
- use any of the Services to distribute, promote or otherwise publish any material containing any solicitation for funds, advertising or solicitation for goods or services, promoting any website or use any paid advertising platform to promote links that direct to the Opencare domain or use the Opencare trademark;
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Site (e.g., a denial of service attack);
- attempt to gain unauthorized access to the Site;
- use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code; or
- use the Services for the purpose of building a similar or competitive product or service;
- authorize, permit, enable, induce or encourage any third party to do the above.
14. Information Made Available by Third Parties.
You acknowledge and agree that:
- the list of health care providers listed on the Site may not be a complete list of every health care provider within the specified specialty category or specified distance of the addressed specified and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
- the information contained about a particular health care provider may not be accurate or complete and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
- any map displayed may not be complete, accurate, or up-to-date;
- any request to show results of health care providers who are accepting new patients may not be complete, accurate, or up-to-date and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
- any records of a particular health care provider that states such health care provider accepts new patients may not be complete, accurate, or up-to-date and may not be updated on a regular basis even if we have been advised of incorrect or incomplete information;
- the inclusion of any health care provider on the Site is not an endorsement of such health care provider by Opencare and does not in any way mean that Opencare has conducted any due diligence or other investigation regarding the health care provider;
- the Site is NOT to be used by you as a source of medical advice or for the diagnosis of any medical condition; and
- in the event of an emergency, you will call 9-1-1 and not rely on the information contained in the Site;
15. Linked Sites.
16. Malicious Code and Security.
The downloading and viewing of content are done at your own risk. We do not guarantee or warrant that the Site is compatible with your computer system or that the Site, or any links from the Site, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.
You are prohibited from attempting to circumvent and from violating the security of the Site including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching Site security or authentication measures; (c) restricting, disrupting or disabling service to Site users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the Site, including but not limited to by introducing any material that is malicious or technologically harmful.
17. Communications Not Confidential.
We do not guarantee the confidentiality of any communications made by you through the Site. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Site.
18. Disclaimer and Disruptions or Interruptions in Service.
IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES OFFERED BY OPENCARE FOR WHATEVER REASON, EVEN IF OPENCARE HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF SERVICES, OPENCARE WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. AS SOON AS OPENCARE HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, OPENCARE WILL USE IT REASONABLE EFFORTS TO RETURN SERVICE AS SOON AS REASONABLY POSSIBLE.
You agree to defend, indemnify and hold us, our affiliates and each of their and our officers, directors, agents, and employees, and any licensees, successors and assigns harmless from any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
- your violation of any law or the rights of a third party (including intellectual property rights); or
- your use or the use by any third party using your User ID of the Services.
20. Limitations of Liability.
21. Term and Termination; Survival.
22. Geographical Restrictions.
Opencare makes no representation that Services are appropriate or available for use in locations outside of Canada or the United States. We provide the Services for use only by persons located certain cities in Canada and the United States. If you choose to access this site from locations outside Canada or the United States, you do so at your own risk and you are responsible for compliance with local laws, if and to the extent, local laws apply.
24. Request Customer Support or Submit Questions/Suggestions.
When you request assistance with viewing your profile, logging on to the Site, or accessing your account, we will respond to you via e-mail or telephone.