Terms & Conditions

LOYAL PATIENTS, INC.™ / CLIENT
TERMS AND CONDITIONS OF USE FOR LOYAL TEAM™ REWARDS

 

1. Purpose of Agreement: This Agreement specifies the terms and conditions under which Loyal Patients, Inc.™ (LPI) will provide its Loyal Team™ Rewards (LTR) program for patients of oral health care provider (Client). LPI and Client are each a Party, and together the Parties, to this Agreement.


2. Ownership and Use of Trademarks: The name "Loyal Patients, Inc.™" its logos, concepts, intellectual property, patents, copyrights, trademarks and service marks, including without limitation the service marks LPI has obtained for Loyal Team™ Rewards, as well as all associated Website components, including all programming, database, source code, object code, creative components and functionality, are the sole and exclusive property of LPI.. Client may not modify or extract any information on the LTR Website (hereinafter "Website") without written permission from LPI.

a. Limited Use: Except as otherwise expressly permitted in writing, which authorization may be given or denied in the sole discretion of such Party, neither Party shall, during the term of this Agreement or thereafter, use the other Party's service marks, trademarks, or trade names, either alone or in combination with another word or other words, on any product or advertising. Except as otherwise necessary to fulfill their respective obligations under this Agreement, upon the termination or expiration of this Agreement, any permission granted herein allowing a Party to use the trademarks or service marks owned by the other Party shall cease. Both Parties recognize the great value of the publicity and goodwill associated with trademarks and service marks and acknowledge that such goodwill belongs exclusively to the Party owning the trademarks or service marks. Each Party agrees that title to any additional materials, new versions, translations and rearrangements of the other Party's trademarks or services marks shall vest in and to the Party owning said trademarks or service marks.
 

3. Program: LPI's Loyal Team™ Rewards Program ("Program") is a website-based application that enables Client to reward its patients with access to travel and entertainment benefits in return for team member engagement in certain behaviors approved by LPI which may include, but may not be limited to, perfect attendance, up-selling appropriate dental services, performance beyond job description, winning praise or commendation from patients, and organizing promotional charitable events for the practice. A list of such approved behaviors under this Agreement ["Approved Behavior(s)"] is accessible to Client on the Website at www.LoyalTeamRewards.com; LPI may modify such list from time to time, and the effective date of each Approved Behavior shall be the date on which it is posted on the site.


4. Responsibilities of Client:

a. Client will select and enroll initial team members to be enrolled in the Program on the Register Your Team page of the Website.

b. Client will assign one primary contact person responsible for the Program for Client's office(s).

c. Client will assign earned rewards to participating team members each month or more frequently if desired by clicking on the team member's name stored on the Website and clicking on the rewardable behavior(s) engaged in by team member. At Client's discretion, Client may print on their office printer a Congratulations Certificate and present Certificate to team member to reinforce reward value.

d. Client will pay to LPI all fees in the amounts and on the schedule specified in Exhibit A of this Agreement and the LPI Loyal Team.™ Rewards/ Client Agreement.

e. Client will refer Program inquiries from participating team members, which Client is unable to answer or resolve, to an email address or phone number accessible on the Website.

f. Client will submit additions and deletions of team members to LPI via the Website for enrollment in the Program according to the specifications provided by LPI

g. Client shall not use the Program where it is prohibited by state law, regulation, or code of conduct of any professional association responsible for licensing or regulating the conduct of oral health care providers in Client's business category and in the venue(s) where Client conducts its business

h. Prohibited Practices: Client shall use the Program only to reward team members, and shall not use the Program to reward patients. Client shall not share or split professional fees with LPI; Client shall not use the Program in any way to encourage or induce unnecessary or inappropriate oral care procedures for patients; Client shall not pay any Program fees to LPI other than the fees specified in Exhibit A of this Agreement, and specifically Client shall not pay LPI any fees based on the number of patients recommended; Client shall not utilize the Program in any manner which violates the laws or regulations of the state in which Client conducts its business; Client shall not promote or communicate the program to patients or any other third parties in any manner which violates the advertising rules governing Client's business in the state(s) in which Client conducts its business; in addition, Client shall not utilize any marketing materials or communications promoting the Program unless these materials or communications are previously approved in writing by LPI or supplied by LPI to Client. Client's engagement in Prohibited Practices shall constitute a material breach of this Agreement. LPI may modify such list from time to time, and the effective date of each Approved or Prohibited Behavior shall be the date on which it is posted on the Website.

i. Client acknowledges and agrees that in the event LPI becomes aware of Client's violation of these Prohibited Practices, and so notifies Client in writing, Client will immediately cease and desist from such prohibited behavior, and if Client fails to do so, Client agrees that LPI may terminate this Agreement, prohibit Client from utilizing the Program, and take all other measures available to LPI under law, regulation, and the terms of this Agreement.

j. Client shall be responsible for all costs incurred or associated with its roles and responsibilities under the Agreement.
 

5. Responsibilities of LPI:

a. Subject to the terms and conditions contained in this Agreement, LPI hereby grants to Client during the Term of this Agreement a non-exclusive, non-transferable right to access the features and functions of the Program via access to the Website, solely for use by Client, and Client's team members, accordance with the terms and conditions herein.

b. LPI shall provide Client necessary passwords, network links, and other tools required to provide access to the program for Client and team members Client enrolls in the Program

c. LPI shall inform Client and patients of the Terms and Conditions and Privacy Policies governing access to and use of the program; such Terms and Conditions and Privacy Policies may be amended by LPI from time to time, and such modifications will become part of this Agreement; this information shall be displayed by LPI on the Website at www.LoyalTeamRewards.com and will become effective on the date posted on this Website.

d. LPI shall not co-mingle any of Client's team member records or data ("Team Data") with the Team Data of any other Client, and LPI shall not reveal Client's Team Data to any other Client or third party except for the purpose of serving Client's team members under the Program or as required by law.

e. LPI shall email a Program Announcement to all enrolled team members for whom Client has provided email addresses through the Website.

f. LPI shall provide an online functionality on the Website enabling Client to click on the participating team member's name and the rewardable behavior(s) engaged in by team member. LPI shall also provide Client the ability, in Client's discretion, to print on Client's office printer a Congratulations Certificate and to deliver such Certificate to team members to reinforce reward value.

g. LPI will deposit automatic rewards into each enrolled team member's account at the establishment of such accounts and each month thereafter. LPI will also deposit rewards into team member's accounts upon notification from Client of an Approved Behavior engaged in by team members.

h. Each month, LPI will arrange to e-mail a Loyal Team™ Rewards (LPR) Balance Statement to each of Client's participating team members; the LPR Balance Statement shall specify the patient's Loyal Patient™ Rewards balance on or about the date such LPR Balance Statement is emailed

i. In the event that Client chooses to enroll additional team members in the Program or to replace previously enrolled team members with alternative team members, LPI shall email these new team members a Program Announcement.

j. LPI shall promptly review for approval any Program marketing materials or messaging proposed by Client to market or communicate the Program to Client's patients

k. LPI shall have the right in its sole discretion to revoke any prior approval of Client marketing materials or messages relating to the Program, and in such event will promptly advise Client of such revocation and assist Client to develop alternative approved materials and messaging

l. LPI shall provide an Account Manager reasonably accessible to Client during normal LPI business hours to address any questions or provide any additional information required by Client for participation in the Program

m. LPI shall arrange to provide customer service for Client's team members during normal LPI business hours via telephone or via e-mail, to answer any questions or provide additional information required by Client's team members attempting to utilize the Program

n. LPI shall bill Client and collect Program Fees due and payable to LPI during the Term of this Agreement via credit card or bank draft on the day of Client's initial enrollment in the Program, and approximately every 30 days thereafter for Program services provided by LPI for the following month.

o. LPI shall be responsible for all costs incurred or associated with its roles and responsibilities under this Agreement
 

6. Term and Termination: The Term of this Agreement shall begin on the date of Client's enrollment in the Program (its Effective Date), and shall automatically continue in full force and effect for successive one (1) month terms and may thereafter be terminated by Client at any time, with or without cause, upon written notice at least 15 days in advance of the effective date of such termination. Notwithstanding the foregoing, either Party may, at its option, terminate this Agreement in the event of a material breach by either Party, or in the event either Party's bankruptcy or insolvency, filing of a petition in bankruptcy, reorganization or similar proceeding, cessation of either Party's business operations, or if a receiver is appointed for the benefit of Client's creditors.

a. Periodic Review: LPI shall have the right, at its own expense, to periodically review Client's performance of its responsibilities for the Program under this Agreement, to ensure compliance with Client's obligations set forth herein. In the event that LPI, in its sole discretion determines that Client has breached the Agreement, LPI may terminate this Agreement, prohibit Client from utilizing the Program, and take all other measures available to LPI under law, regulation, and the terms of this Agreement. LPI also may terminate this Agreement in the event of Client statements or actions that adversely affect the Program.

b. Payment Obligations: Client's obligation concerning payment of the Program Fees payable to LPI and specified in Exhibit A, accrued while this Agreement was in effect, shall survive expiration and/or termination of this Agreement. The provisions of the sections of this Agreement relating to Confidentiality of Proprietary Information and Mutual Indemnification shall survive and continue to be effective after termination or expiration of this Agreement. In the event that either of the Parties terminate this Agreement, within seven (7) business days of such termination, Client will promptly pay to LPI all amounts due and payable hereunder, and Client will notify its team members that the Program has been terminated; if Client fails to so notify its team members, LPI shall have the right to notify these patients of such termination.

c. Team Members™ Rewards Accounts: team members shall have access to their personal rewards accounts for 30 days after the last day of the month in which the Agreement is terminated. However, team members shall have no right to earn additional Loyal Team Rewards during this period.
 

7. Confidential Information: Under this agreement, Confidential Information will mean all written or oral information disclosed by the Parties to each other, that has been identified as confidential or that by the nature and circumstances surrounding disclosure ought reasonably to be treated as confidential. Without limiting the foregoing, for purposes of this Agreement, the text and/or graphical documentation, in electronic or printed format, that describe the features, functions and operation of the program, which materials are designed to facilitate use of the program by Client and patients, will be deemed Confidential Information of LPI. Client (1) agrees to use Confidential Information disclosed by LPI only for the purposes described herein; (2) will not reproduce Confidential Information disclosed by LPI and will hold confidential and protect such Confidential Information from dissemination to, and use by, any third-party; (3) agrees it will not create a derivative work from Confidential Information disclosed to Client by LPI; and (4) agrees to restrict access to Confidential Information disclosed by LPI to such of Client's personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed to treat such information in accordance with terms of this Agreement. LPI will hold confidential any information about Client's patients, including patient's name, address, e-mail address, and use of the Program, and such information shall be used by LPI solely to perform its obligations under this Agreement or as required by law. Notwithstanding the foregoing, the Parties agree that the obligation of confidentiality excludes (1) LPI's right to compile and release aggregated information about use of the Program (2) information publicly available or in the public domain at the time disclosed; (3) information that becomes publicly available or enters the public domain through no fault of the recipient; (4) information that is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (5) information that can be documented to be already in the recipient's possession free of any confidentiality obligations at the time of disclosure; (6) information that is independently developed by the recipient; and (7) information that is approved for release or disclosure by the disclosing party without restriction.


8. Usage Restrictions and Retained Ownership: Client will not, and shall not assist others to copy or duplicate the program, attempt to obtain or replicate the source code from which any software component of the Program is compiled, modify the Program or create any derivative product from any of the foregoing except with the prior consent of LPI, or assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey or pledge as a security or otherwise encumber, Client's rights under this Agreement. Client will ensure that its use of the Program complies with all applicable laws, statutes, regulations or rules. LPI retains all right, title and interest in and to the Program and its documentation, and Client acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Any ideas communicated to LPI by Client concerning the Website or any aspect of the Program shall be owned by LPI and shall be deemed LPI's Confidential Information. Client acknowledges that LPI retains the right to use any of the foregoing for any purpose in LPI's sole discretion.


9. Mutual Indemnification: The parties shall indemnify, defend, and hold the other harmless from any loss, expense, outlay, judgment or other payment, including reasonable attorney's fees, arising from or related to any negligent act or willful misconduct committed or omitted by any of the indemnifying party's directors, officers, employees or agents during the term of the Agreement, or a breach by the indemnifying party of its obligations or representations and warranties under this Agreement. Client also agrees that it will not settle any third party claim against LPI unless such settlement completely and permanently releases LPI from all liability with respect to such claim, or unless LPI consents to such settlement, and further provided that LPI will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.


10. Disclaimers, Exclusions and Limitations of Liability:
EXCLUDING CLAIMS ARISING OUT OF OR UNDER THE PARTIES' RESPECTIVE OBLIGATIONS SET FORTH IN SECTIONS 2, 4.g, 4.h, 4.i, 7, 8, AND 9 HEREUNDER ("EXCLUDED CLAIMS"), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM OR DAMAGE OF ANY NATURE, WHETHER IN CONTRACT OR TORT, OR UNDER ANY OTHER CAUSE OF ACTION OR LEGAL THEORY, EXCEED THE SUM OF ALL FEES PAID OR OWED BY CLIENT IN THE 12 MONTHS IMMEDIATELY PRECEDING A CLAIM. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND LOST REVENUE, ARISING FROM ANY CLAIM OR ACTION ARISING FROM THIS AGREEMENT, BASED ON CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION OR LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROGRAM, ITS DOCUMENTATION, AND ALL SERVICES PERFORMED BY LPI ARE PROVIDED "AS IS" AND LPI DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND/OR DATA ACCURACY. LPI DOES NOT WARRANT THAT THE PROGRAM, MARKS OR ANY OTHER SERVICES PROVIDED BY LPI WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CLIENT ACKNOWLEDGES AND AGREES THAT LPI IS NOT THE MANUFACTURER OR SUPPLIER OF INTERNET ACCESS OR THE DESTINATION REWARDS® ARTIFICIAL CURRENCY SYSTEM AND LPI ASSUMES NO RESPONSIBILITY FOR THE PERFORMANCE OR USE OF SUCH PRODUCTS AND SERVICES. LPI, NOT BEING THE MANUFACTURER OR SUPPLIER OF THESE PRODUCTS AND SERVICES, HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED WITH RESPECT TO DESIGN, CONDITION, DURABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR USE OR MERCHANTABILITY OF THESE OTHER PRODUCTS IN ANY RESPECT. AS BETWEEN LPI AND CLIENT THE OTHER PRODUCTS SHALL BE ACCEPTED AND PURCHASED OR LICENSED BY CLIENT "AS-IS" AND WITHOUT WARRANTY BY LPI. CLIENT AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH THE APPROPRIATE THIRD PARTY SUPPLIER AND WILL NOT ASSERT ANY SUCH CLAIMS AGAINST LPI.


11. Arbitration / Governing Law: In the event the Parties are unable to resolve a dispute, both Parties agree that the sole and exclusive means of resolving disputes from any aspect of this Agreement shall be binding arbitration, with each Party designating one arbitrator and the two designated arbitrators choosing a neutral third arbitrator whose name appears on the list of neutral arbitrators maintained by the American Health Lawyers Association. Each Party shall designate its arbitrator within twenty (20) days of written notice being given by either Party and the third arbitrator shall be designated within ten (10) days of the designation of the arbitrators. If feasible, the arbitration shall be completed within thirty (30) days of designation of the arbitrators. Arbitration fees shall be paid jointly by the Parties. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. The Parties agree that the venue of arbitration in relation to this Agreement shall be in Fairfax County, Virginia.


12. Relationship of the Parties: It is understood that both Parties to this Agreement are and act as independent contractors, and nothing in this Agreement will create or be construed or implied to create any agency, partnership, joint venture, franchise, sales representative, or employment relationship between the Parties. Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of, the other Party. The Parties agree that the Client shall not and does not act on LPI's behalf.


13. Assignment and Transfer: This Agreement may be assigned or transferred by LPI, so long as the successor entity shall in writing assume the obligations hereof and be able to perform same.


14. Waiver of Breach: The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach.


15. Survival of Provisions: In addition to the sections of this Agreement pertaining to Compensation, Confidentiality of Proprietary Information, Disclaimers and Mutual Indemnification, all sections of this Agreement which pertain to choice of law, jurisdiction, venue, or cooperation upon termination shall survive any termination or expiration of this Agreement.


16. Severability: In the event any provision of this Agreement is held to be unenforceable, it shall be stricken from the Agreement and the rest of the provisions of this Agreement shall remain in full force and effect.


17. Entire Agreement: These Terms and Conditions of Use, together with the Loyal Patients, Inc.™ / Client Agreement, constitute the sole and entire Agreement and understanding between the Parties with respect to the subject matter discussed herein and supersede and supplant any and all other oral or written representations and agreements pertaining hereto. Notwithstanding the foregoing, Client acknowledges that LPI may modify these Terms and Conditions of Use from time to time by posting such modifications to the LPI website at www.LoyalTeamRewards.com. Client's continued use of the Program following the date of such posting shall constitute acceptance of these modifications.

 
18. Force Majeure: Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party's reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, which will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay.

 
19. Notices: Any notice, consent, offer, demand, request or other instrument required under this Agreement shall be in writing, sent by overnight delivery by a nationally recognized carrier or by certified mail return receipt requested, or delivered by hand, to the Client at the Practice Name and Primary Address provided by Client upon enrollment, and to LPI at the address listed on the LPI Website at www.LoyalTeamRewards.com, or to such other address or facsimile number as either Party may later agree to by written notice to the other Party.


20. Headings: The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.


21. Authorization: Each Party hereby represents and warrants (1) that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; (2) that the execution and performance of this Agreement will not conflict with or violate any provision of any law applicable to such Party; and (3) that this Agreement, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms.
 

EXHIBIT A
FEES AND PAYMENT TERMS

FEES AND PAYMENT TERMS:
1. Defined Terms: For purposes of this Agreement, the following terms shall have the meanings ascribed to them:

a. LPI-LTR Monthly Program Fee shall mean the monthly fee paid by the Client for the total number of team members enrolled into the Program

2. Schedule of Payments: The LPI-LTR Monthly Program Fee shall initially be due and payable on the date of Client's enrollment in Program, and thereafter at intervals of approximately every 30 days for Program services to be provided by LPI for the following month. In the event any payments under this Agreement are not made within (30) days of the date due, such payments shall accrue interest at the rate of one and one-half percent (1.5%) per month.