BoomCloud, LLC General Terms and Conditions for Services

These General Terms and Conditions for Services (“Terms and Conditions”) are entered into as of the date on which Customer signs or clicks to indicate Customer’s acceptance (the “Effective Date”) by and between BoomCloud, LLC, a Utah limited liability company (“BoomCloud”) and (“Customer”).

  1. Services.  BoomCloud shall provide marketing kits and software management tools, including online bill pay services, automatic payments, website services, integration and document management services to Customer (the “Services”) to facilitate, manage, or maintain, dental membership, or membership-like programs.  The Services also include access to content provided via BoomCloud’s website.  By accessing or using any part of the website or the content provided therein, you agree to be bound by and act in accordance with these Terms and Conditions.  If you object to any portion of these Terms and Conditions you should notify BoomCloud immediately and discontinue use of the Services according to the applicable termination provisions of these Terms and Conditions.  Customer is only entitled to the Services available at the time of the Effective Date of these Terms and Conditions.  BoomCloud may, in its sole and absolute discretion, upgrade, enhance, supplement or create new, features, or tools which may or may not be included in the Services for the current fees or additional fees.  Prices for the Services are subject to change without notice. 
  2. Term.  Customer has contracted for a yearly or monthly term (in each case the “Term”) and is entitled Services only during the Term for which Customer has paid subject to any cancellation or termination provided for herein.  For example, monthly payments entitle Customer to monthly access to the Services; yearly payments entitle Customer to an entire year of access to the Services. 
  3. Payments.  BoomCloud charges a one-time set up fee and a subscription fee both due upon signup and regular fees as agreed upon for use of the Services (“Subscription Payments”).  Subscription Payments shall be made automatically on their due date which shall be the 1st or the 15th of the month.  If the 1st or 15th of the month falls on a Saturday, Sunday, or legal banking holiday in the State of Utah, the payment shall be due on the next day which is not a Saturday, Sunday, or legal banking holiday.  Missed payments will result in a $35.00 late fee and may result in suspension or termination of the Services.
  4. Fees. Customer is responsible for payment of any fees charged by BoomCloud’s  payment processing partner company, as such charges may change from time to time (currently 2.9% + $0.30 per transaction) to use the Services.  Customer may use ACH (bank withdrawal) features  for the current rate of 0.8% fee + $0.30 per transaction with a $3.00 one-time connection fee. BoomCloud collects a $2.50/member/month ($30/member/yr) fee that provides customers with credit card decline minimizer features, payout reports and automated emailing features for reports and receipts.
  5. Representations and Warranties.  Customer represents and warrants that:
    1. Customer is legally able to enter into these Terms and Conditions and may bind Customer to the obligations under these Terms and Conditions;
    2. Customer will not use the Services for any illegal or unauthorized purposes, or in any manner which would violate any laws in the state or jurisdiction in which Customer is using the Services;
    3. Customer will prevent any worms, viruses, or destructive material from damaging BoomCloud in any way. 
  6. Limitation on Use of Services.  Customer agrees not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services or any contact on BoomCloud’s website, without express written permission by BoomCloud, such permission to be withheld, conditioned, or delayed in BoomCloud’s sole discretion.
  7. Third-Party Services.  BoomCloud may provide Customer with links, or access to, third-party tools and services over which BoomCloud has no control or input or ability to monitor.  Customer acknowledges and agrees that BoomCloud provides access to such tools and services “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement.  By using such third-party services, Customer releases BoomCloud from liability for any damages, costs, expenses of any kind. 
  8. Third-Party Information.  BoomCloud is not responsible if information from third-parties which is made available through the Services or on the website is not accurate, complete, or current.  Third party material provided on BoomCloud’s website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. 
  9. Cancellation.  The Services are provided in no less than calendar month-to-month increments.  Cancellation may be accomplished by 30 days’ written notice from authorized representative of the Customer and completion of an off-boarding phone call scheduled in advance with BoomCloud’s customer success team.  The off-boarding process shall include a phone call with the dentist, or owner of the business which comprises the Customer.  Upon cancellation, (a) Customer will lose access to all Services and all data associated with Customer’s BoomCloud account; (b) no further payments will be processed or handled in any way by BoomCloud after the date of cancellation; (c) no refunds will be issued for any unused portion of the Services during the period prior to cancellation. 
  10. Termination.  BoomCloud reserves the right to refuse service to anyone at any time.  BoomCloud reserves the right to terminate a Customer’s access to the Services for any reason at any time, including but not limited to (a) violation of these Terms and Conditions; (b) failure to make required payments when due; and (c) breach of the representations and warranties made hereunder. 
  11. Refunds.  The nature of the Services as digital content and services prevent BoomCloud from offering refunds or credits for un-accessed services upon cancellation or termination.  Customers will not be given refunds for any reason. 
  12. HIPAA Compliance.  By choosing to use the Services you agree that BoomCloud is a business associate to your practice.  BoomCloud agrees to keep any practice or patient information safe in compliance with HIPAA.  Read more about HIPAA compliance and business associate terms at: https://boomcloudapps.com/hipaa-compliance
  13. Disclaimers.
    1. BoomCloud is a provider of the Services only.  BoomCloud is not an insurance company, dentist, medical provider, or lawyer.  Customer is responsible for its own compliance, at Customer’s sole expense, with any laws or regulations in connection with Customer’s use of the Services. 
    2. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT BOOMCLOUD DOES NOT GIVE LEGAL ADVICE.  BOOMCLOUD DOES NOT REPRESENT OR WARRANT THAT CUSTOMER IS ELIGIBLE TO OPERATE A MEMBERSHIP PROGRAM IN CUSTOMER’S STATE.  EACH STATE AND JURISDICTION IS SUBJECT TO ITS OWN REGULATORY REQUIREMENTS GOVERNING MEMBERSHIP PROGRAMS OR DENTAL OR MEDICAL CARE.  CUSTOMER IS ADVISED TO CHECK WITH CUSTOMERS OWN ATTORNEYS OR CONSULTANTS IN CONNECTION WITH THE LOCAL REQUIREMENTS FOR OPERATING A MEMBERSHIP PROGRAM OR OTHER TYPE OF PROGRAM WITHOUT INSURANCE.
    3. BoomCloud does not guaranty, represent or warrant that Customer’s use of the Services will be uninterrupted, timely, secure, or error-free.
    4. BoomCloud does not warrant or guaranty the results of Customer’s use of the Services. 
    5. BoomCloud may from time to time remove the service for periods of time for maintenance or other similar causes.
  14. Indemnification.  Customer hereby agrees to release, indemnify, defend, and hold harmless BoomCloud, its employees, officers, executives, agents, contractors, licensees, members, and managers from any demands, claims, losses, liabilities, judgments, or damages, including reasonable attorneys’ fees (“Damages”) which in anyway arise out of or result from Customer’s use of the Services, violation of any applicable law, or breach of these Terms and Conditions.   
  15. Changes to Terms and Conditions.  These Terms and Conditions can only be changed in a writing approved by BoomCloud.  Customer acknowledges and agrees that no employee, or agent of BoomCloud can alter these Terms and Conditions verbally.  BoomCloud reserves the right to modify these Terms and Conditions in writing at any time and for any reason by providing Customer a copy of the modified Terms and Conditions or by notifying Customer that changes have occurred and providing Customer access to the modified Terms and Conditions. 
  16. Contact.  Questions about the Terms and Conditions may be sent to BoomCloud at [email protected] 
  17. Confidentiality.  Customer agrees to keep all information provided by BoomCloud confidential and shall not disclose such information to any other person or entity, except to Customer’s lawyers, accountants or representatives whom Customer agrees to inform that they must also hold such information strictly confidential.  
  18. Non-disparagement.  The Customer agrees not to disparage BoomCloud or take any action that could reasonably be expected to adversely or negatively affect the personal or professional reputation of BoomCloud, its employees, officers, directors, members, or contractors (“BoomCloud Parties”).  Negative or disparaging remarks shall include, but are not limited to, making any statement (whether verbally or in writing, including any online statement) that is intended to, or would reasonably be expected, to harm the BoomCloud Parties.   
  19. Choice of Law.  These Terms and Conditions and all agreements between Customer and BoomCloud shall be governed by, and construed in accordance with the laws of the State of Utah.  All disputes shall be brought in a court of competent jurisdiction in Salt Lake County, Utah. 
  20. Authorization to Use Customer Information.  Customer hereby authorizes BoomCloud to use Customer’s information as examples, or as illustrations of how the Services are used by customers; provided that BoomCloud will not use information which specifically or directly identifies Customer.