Global Ortho Design Inc. (“GLOBAL”) is pleased to provide you with invisible aligner design services under this Master Services Agreement (the “Master Agreement”). Any and all Orders, Invoices, are incorporated into this “Master Agreement” by and between you and Global (collectively, the “Parties” or each individually a “Party”) for the invisible aligner design and the pertaining files provided through such Orders, Invoices and Service Calls. As used herein, the words “we,” “our” and “us” refer to GLOBAL and the words “Client”, “you”, and “your” refer to the entity that has signed any order, or paid any Invoice. The Attachments to this Master Agreement further describe the duties and obligations of the Parties and are hereby incorporated by reference to this Master Agreement.
Engagement Scope and Deliverables
The engagement objective is to provide invisible aligner design services. Client may request invisible aligner design services creating the cases using GLOBAL official platform including all mandatory records. This case creation order will indicate the acceptance of all charges related to invisible aligner design services provided by GLOBAL. Upon GLOBAL’s acceptance of a case(s), such case(s) shall be deemed a “Case” hereunder. This Master Agreement shall be deemed incorporated by reference to the Case(s) by having such cases(s) expressly provide the foregoing statement and link to this Master Agreement. Once GLOBAL has performed invisible aligner design service, GLOBAL will Invoice client as provided herein. Client accepts this Master Agreement by execution of any Submitted Case, Order, payment of any Invoice, or request for a Service.
The following is a list of responsibilities that you understand and agree to as part of this Master Agreement.
- You will designate and identify (full name, position, phone number, address, and email address) to us in writing as well as an individual to be the primary point of contact and an individual to be the secondary point of contact.
- You are solely responsible for establishing, maintaining, and safeguarding security measures (including, without limitation, codes, passwords or other features) that GLOBAL provide to you to access your account, necessary to restrict access to your computers, servers or other equipment used to create cases. You agree to notify GLOBAL of any unauthorized use or any other breach of security within twenty-four (24) hours of such unauthorized use being known to you.
- You agree that it is your sole responsibility to pay in accordance with the amount and Payment Terms of all cases, orders that are incorporated herein by reference, and any and all Invoices sent to you for the services provided by GLOBAL.
GLOBAL will at all times use commercially reasonable efforts to provide you with the best invisible aligner design services, pursuant to and in conformance with the above stated Orders and Service requests.
In the event Client cancels an Order or invisible aligner design request prior to GLOBAL completing the requested services, those cancelations must be placed using GLOBAL official platform before the order or invisible aligner design is delivered for your revision, either way Client shall pay GLOBAL for such costs actually incurred and the service provided. In the event of cancellation, GLOBAL shall Invoice the Client for any amounts due and payable for services rendered to Client prior to the effective date of cancellation.
Our fees for services provided will be billed from GLOBAL to the address that we have on file (“Invoice”). Regular clients of GLOBAL are extended fifteen (15) days, otherwise known as “net 15” terms, after fifteen days case or order can be chargeable by GLOBAL which will be maintained as long as the account is kept current. If you have any disputes with your Invoice, we ask that you contact us at 800-851-9029, email@example.com or by GLOBAL official platform to express concerns or ask questions regarding the charges within ten (10) business days of the Invoice date. If you fail to dispute any charges in writing within ten (10) business days of the Invoice date, such charges shall be deemed accepted by you as valid. Clients that habitually pay late may, at the discretion of GLOBAL, forfeit their open account privileges and may be required to pay at the time the services are rendered. Balances in excess of thirty (30) days past due will be subject to a finance charge of 1.5% per month or higher as allowable by law. If your account becomes past due and GLOBAL has notified you verbally or in writing of the past due balance, GLOBAL may, without advance notice, immediately cease providing any and all further Services and terminate any sales hereunder of this Master Agreement. If Client’s account, after default, is referred to an attorney or collection agency for collection, Client is responsible to pay all of GLOBAL’s expenses incurred in such collection efforts including, without limitation, court costs and reasonable attorney’s fees.
Limitations on Liability and Indemnity
GLOBAL invisible aligner design services are limited to the treatment planning of each case or order issue by client using the GLOBAL authorized platform. GLOBAL is not responsible for the final product outcome (like but no limited to fitting issues, quality of materials and final results) from third-party manufactures. GLOBAL offers a remake for design witting four weeks after case is approved. GLOBAL only design under client instructions. Client is responsible of cases or orders once cases or orders has been approved by client using GLOBAL authorized platform.
Recruitment of Personnel
During the Term of the Parties’ engagement, and thereafter for a period of twelve (12) months, you acknowledge and agree that you shall not solicit, entice, hire, seek to employ, request, advise or encourage any employee of GLOBAL to terminate his or her employment with GLOBAL. The parties acknowledge and agree that any violation of this paragraph will be considered a material breach of this Agreement and, in addition to the other remedies that GLOBAL may be entitled to, that Client will be required to pay GLOBAL immediately upon any such violation of this paragraph in an amount equal to 100% of that employee’s current compensation. Client further acknowledges and agrees that GLOBAL’s remedy at law will not be sufficient to protect it from irreparable harm suffered in the event of breach by the Client of this paragraph and, accordingly, Client acknowledges and agrees that in addition to the other remedies set forth in this paragraph that GLOBAL may have for such breach, that GLOBAL shall be entitled to injunctive relief and/or specific performance. Finally, Client acknowledges and agrees that no claim or cause of action on the part of Client against GLOBAL arising out of this engagement or otherwise shall constitute a defense to the enforcement of the provisions of this paragraph.
GLOBAL acknowledges that it may learn or come into possession of confidential and/or proprietary information of the Client and/or Client’s customers/patients, and thus will use reasonable efforts to maintain such confidential information at all times, reasonably reduce its access to such material, and not disclose such confidential information to any non-company employee and/or persons not involved with this engagement. Likewise, Client will use reasonable efforts to prevent third parties from learning about GLOBAL’s confidential and proprietary information, which includes without limitation GLOBAL’s methodology, processes, programs and know-how.
It is understood and agreed that if Client is a “covered entity”, as that term is defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the federal “Standards for Privacy of Individually Identifiable Health Information,” promulgated thereunder at 45 CFR Parts 160 and 164, and GLOBAL is defined as a “Business Associate” of Client, the use or disclosure of any person’s protected health information is governed by the Business Associate Agreement.
Limitations of Service
GLOBAL does not directly provide manufacturing service. GLOBAL expressly states that it is not a provider of the foregoing services and disclaims any liability relating to Client’s relationship with any and all third-party manufactures. In the event GLOBAL discusses, recommends, or introduces a Client to a third-party manufacturer, Client understands and agrees that GLOBAL is not acting as an agent of the third-party provider or a fiduciary of Client.
Advice of GLOBAL
GLOBAL expressly disclaims any responsibility for issues that arise which are created because of your unwillingness to heed GLOBAL’s advice. Issues regarding the security of your data, speed of your network, and access to data may occur due to your failure to institute appropriate safeguards and systems. Client understands and agrees that GLOBAL is not responsible for issues that result in Client’s unwillingness to heed GLOBAL’s advice.
GLOBAL shall not be liable for failure to perform any of its obligations under this Master Agreement and accompanying Attachments during any period in which such performance is delayed by accidents beyond GLOBAL’s reasonable control, such as, but not limited to fire, flood, or other natural disasters, or, embargo, court order, riot, or other intervention of any government authority, provided that GLOBAL notifies Client of such delay. If GLOBAL’s performance is delayed for these reasons for a cumulative period of sixty (60) days or more from the date of such notice, Client may terminate this Master Agreement by giving GLOBAL written notice.
Any notice under this Master Agreement shall be given in writing and shall be deemed to have been given when delivered. Notices shall be delivered to Client at the respective mailing address or electronic email address on file. All notices to GLOBAL must be in writing and sent to: GLOBAL ORTHO DESING INC. Attn: Michael Lomax, 36 Palmetto Drive, Miami Springs, FL33166, or firstname.lastname@example.org.
This Master Agreement shall be governed and construed in accordance with the laws of the State of Florida exclusively and without reference to principles of conflict of laws. Any action or claim to enforce this Master Agreement shall be held and resolved in the forum of the State of Florida, Miami Dale. In the event that any portion of this Master Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties set forth herein and the remainder of this Master Agreement shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Excluding any third party claims, claims under this Master Agreement must be initiated not later than two (2) years after the claim arose. There are no third-party beneficiaries to this Master Agreement. The Parties to this Master Agreement are independent contractors. GLOBAL may amend, change or alter this Master Agreement. Such amendment change or alteration shall become effective upon delivery. Upon entering into each new Order, or paying any Invoice, the then current Master Agreement shall become the existing and valid Master Agreement without requiring a new signature. Client acknowledges and agrees to the then current Master Agreement upon entering into each new Order or through payment of the most recent Invoice.