This Software Subscription Agreement (“Agreement”) governs the use of the DOMx Software and Services provided by Specialized Office Systems Inc. (“Service Provider”).
By accessing or using the DOMx Software, you (“Customer”) acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree with these terms, you must not use the software.
This Agreement applies to all current and future users of the DOMx Software and is effective upon the Customer’s first use of the Software.
By and between the “Customer” and “Service Provider” who shall collectively be known herein as “the Parties”.
*Last updated: July 22, 2025*
Recitals
WHEREAS, Customer requires “Software as a Service” (the “Services,” as further described herein) with respect to certain of its information technology needs;
WHEREAS, Service Provider has agreed to provide the Services to Customer, all on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:
The Services.
Purpose; Term. This Agreement sets forth the terms and conditions under which Service Provider agrees to license DOMx “software as a service” and provide support, maintenance upgrades, necessary for Customer’s productive use of such software (the “Services”) for each term that Customer subscribes to Services.
DOMx Software Service. Service Provider will maintain the DOMx “software as a service” for Customer. Customer has evaluated the DOMx software as a service and agreed to use “as is” for each term subscribed to.
Support Service. Service Provider will provide call back service and remote connection help. Customer can call the support line and leave a message indicating the nature of their call. The message will be translated to text (Voice to text is provided by Telus and generally takes 7 to 11 minutes). Once received the call is prioritized based on urgency and availability. The voice to text is useful so that support workers can see incoming calls and reprioritize as necessary even if they are already engaged in another call or service item.
Backup and Recovery of Customer Data. Service Provider is responsible for maintaining a method of backup (Backup Service). Customer is responsible for actively using the backup service. Service Provider will provide an option for an offsite backup. This offsite backup will be secure and comply with all applicable privacy laws. It is not meant to be the sole location for a backup. Data Backup Storage is the sole responsibility of the Customer. Service Provider agrees to maintain the offsite backup facility within reasonable industry standards. Service Provider does not guarantee that said equipment will not fail. Service Provider accepts no responsibility for data loss. Service Provider will restore data from a backup to the DOMx software when required.
Term and Termination.
Term. The term shall commence on the Effective Date and continue on a monthly basis (“Renewal Term”) thereafter with the 1st of each month being the renewal date. Customer agrees to automatic renew for successive one month terms (each, a “Renewal Term”) until such time as Customer provides Service Provider notice via email of termination to [email protected]; any such termination shall be effective as of the date the email is acknowledged as received either by email or phone conversation. Service Provider reserves right for cancelation of service provision for any reason under the same terms.
Return of Materials. Upon expiration or earlier termination of this Agreement each party shall: (a) promptly return to the other party, or certify the destruction of any of the following of the other party held in connection with the performance of this Agreement or the Services: i) In the case of Customer Data, Service Provider shall, immediately upon termination of this Agreement shall provide Customer with a final export of the Customer Data in a standard format supported by Microsoft SQL Server such as (Flat File, Access, Excel) and shall return and certify the destruction of any Customer Data within the possession of Service Provider. ii) in the case of the DOMx software Customer agrees to remove the DOMx software or permit Service Provider to remove the software situated on Customer premises. The parties agree to work in good faith to execute the foregoing in a timely and efficient manner. This Section shall survive the termination of this Agreement.
Non-Disclosure of Confidential Information. The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties.
Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement.
Privacy Laws. In accordance with all privacy laws in Customer jurisdiction Customer agrees and acknowledges that Service Provider is employed as an Information Manager in the capacity whereby necessary for patient record keeping. Service Provider may see patient records when only when requested by Customer or other Information Custodian’s employed by Customer (such as office managers, receptionist, lab technicians) when deemed necessary for effective patient record keeping within the scope of practice. Customer agrees and acknowledges that language will be inserted on each Personal Information Act Consent form required for Customer patients that will inform Customer patients of such agreement.
The provisions of this Section shall survive the termination of this Agreement.
Proprietary Rights.
Data of Customer. Customer’s information, or any derivatives thereof, contained in any Service Provider repository (the “Customer Data,” which shall also be known and treated by Service Provider as Confidential Information) shall be and remain the sole and exclusive property of Customer. Customer shall be entitled to an export of Customer Data, without charge, upon the request of Customer and upon termination of this Agreement.
Pre-existing Materials. Customer acknowledges that, in the course of performing the Services, Service Provider may use software such as DOMx and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials”) and that same shall remain the sole and exclusive property of Service Provider.
No License. No license is granted by either party to the other with respect to the Confidential Information, Pre-existing Materials, or Customer Data. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information, Pre-existing Materials such as Customer Data and the DOMx proprietary software.
Limitation of Liability and Disclaimer of Warranty
The DOMx Software and Services are provided “as is” and “as available,” without warranty of any kind, express or implied. Specialized Office Systems Inc. makes no representations or warranties regarding the accuracy, reliability, or completeness of the Services, or that the Services will be error-free or uninterrupted.
To the maximum extent permitted by law, in no event shall Specialized Office Systems Inc., its officers, employees, or agents be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of or in connection with the use or inability to use the DOMx Software or Services, even if advised of the possibility of such damages.
The Customer acknowledges that it is their sole responsibility to maintain appropriate backup systems and to verify the accuracy of any data produced or stored using the DOMx Software. Specialized Office Systems Inc. disclaims any liability for any actions taken or not taken based on the content of the Services.
Notwithstanding anything to the contrary, the total cumulative liability of Specialized Office Systems Inc. for any claim related to this Agreement shall not exceed the total amount paid by the Customer for Services in the one (1) month preceding the claim.
Fees. Customer will subscribe to automatic monthly bill payments either by Visa, Mastercard, or Pre-authorized Debits. Any sum due Service Provider for Services performed that were uncollectable in one term will be billed in the next consecutive term. Failure to pay will result in cancelation of Service Provision. Customer agrees to a monthly fee as specified below. Fees are subject to increases each year based on inflation rates; operational costs; and new features as of time of this contract the usual fees are as follows:
Fee Adjustments. Service Provider reserves the right to adjust the Fees upon providing at least thirty (30) days’ written notice to the Customer. Such adjustments may reflect changes in inflation, operational costs, enhancements to the software, or added features. Continued use of the Services after the effective date of the revised Fees constitutes the Customer’s acceptance of the new Fee schedule. If the Customer does not agree to the adjusted Fees, they may terminate the Agreement prior to the effective date of the change in accordance with the termination clause herein.
Taxes. The Services are currently considered exempt from Provincial Sales Tax (PST) in British Columbia under the classification of professional services. The Customer acknowledges that this status is based on the current interpretation of applicable tax regulations and is subject to change. In the event that such taxes become applicable, the Service Provider reserves the right to add these charges to the Fees, with appropriate notification in compliance with applicable law.
$99 per month for the first computer at each clinic
$20 optional extra computers – per month for each additional computer
$10 optional per month for remote synchronization between different physical locations
$79 optional per month for monthly sms text messaging package
Acceptable Use
The Customer agrees not to use the DOMx Software for any unlawful, harmful, or abusive purposes, including but not limited to unauthorized data scraping, spamming, or attempts to interfere with system operations. The Service Provider reserves the right to suspend or terminate access for violations of this provision.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts in British Columbia.
Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, internet outages, third-party service failures, or government restrictions.
Dispute Resolution
Any disputes arising from this Agreement shall first be attempted to be resolved through good faith negotiation. If unresolved, parties agree to mediation before seeking judicial remedies.
Changes to this Agreement
The Service Provider may modify this Agreement, including fees and terms of use, at any time. It is the Customer’s sole responsibility to review the current version of the Agreement regularly.
The current version is always available at: https://denturistsoftware.com/agreement, with the ‘Last updated’ date displayed near the top of the document.
This link is presented to the Customer each time they log in. By logging into and using the DOMx Software, the Customer reaffirms their acceptance of the current version of this Agreement.