This Services Agreement (“Agreement”) by and between CallForce, LLC (“CallForce”), a Utah limited liability company
with its place of business at 2000 Ashton Boulevard. Suite 200, Lehi, UT 84043, and the undersigned client (“Client”) is
effective as of the first date on which CallForce begins or began performing services for Client (“Effective Date”).
1. Services. CallForce hereby offers the following services to Client:
a) Recall: CallForce agrees to make outbound phone calls to overdue hygiene patients of the Client
for the purpose of scheduling the patients with Client. Client authorizes CallForce to access the
Client’s practice management software and to add patients directly to the Client’s schedule.
b) Call Answering: CallForce agrees to answer overflow and after hour phone calls for the client.
After three to five (3-5) rings, Client authorizes CallForce to answer the call, to answer patient
questions, and to work with patients to schedule them with the Client.
c) Website Chat: Client authorizes CallForce to install a chat feature onto the Client’s website.
CallForce agrees to field and respond to all chat inquiries and, when applicable, schedule
patients on the Client’s behalf.
d) Unscheduled Treatment: CallForce agrees to make outbound phone calls to patients of the
Client with unscheduled treatment in order that such patients return to the Client’s practice.
Client authorizes CallForce to access patient charts and treatment plans, to review what
treatments the Client offered its patients with the patients, and to schedule the patient.
e) Insurance Verification: Client authorizes CallForce to access any patient’s insurance
information. CallForce agrees to work with insurance provider companies to verify what dental
services the patient is eligible for. CallForce agrees to input the information into the Client’s
f) Special Projects: In the event the Client has elected to receive custom solutions during the
enrollment process, CallForce agrees to build custom agent teams for the Client to contract
workers. CallForce agrees to train, manage, and support these employees so that the Client can
use them for whatever project they see fit. The Client can opt that CallForce create custom
solutions for the Client’s office.
2. Fees and Payment. The client agrees to pay the total amount for all services provided with a credit card held on file. CallForce will send an sales receipt to Client for all Services performed pursuant to the Pricing Sheet at the end of any given month. Any unpaid portion thereof thereafter shall bear interest accrued at a rate of two (2) percent per month. All pricing may be subject to change and notice will be provided to Client with thirty (30) days of anticipation prior to the issuance of changed fees.
3. License. CallForce represents and warrants that (i) it owns or otherwise possesses all rights as are
necessary to perform its obligations hereunder, exercise its rights hereunder, and grant any licenses
granted by it under this Agreement and (ii) the Services as used by Client in accordance with this
Agreement, do not, and shall not, to the knowledge of CallForce, infringe, violate, or misappropriate
any third party’s rights. Client represents and warrants that (i) it owns or otherwise possesses and has
obtained all rights, approvals, licenses, consents, and permissions as are necessary to provide CallForce
with certain patient information and records (the “ Content”), perform its obligations hereunder, and
exercise its rights hereunder and (ii) the use of the Content in performing the Services, as enabled by
Customer, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third
4. Warranty. CallForce warrants that it will perform the Services in a workmanlike manner in accordance
with this Agreement. All other warranties, express or implied, without limitation, are expressly
disclaimed. CallForce agrees to provide complete, continuous and live access to all sales data of sales
representatives placed with CallForce by Client. Client shall have the right to review, audit and
reconcile all records related to this agreement for a period of one (1) year from the time the services
5. Confidentiality. Client grants CallForce the right to utilize Client’s Confidential Information (including
intellectual property, financial information, business information, services, and content) in order to
improve Client’s systems and software for future scheduling optimization.
6. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures
and inventions (whether patentable or not), trademarks, service marks, trade secrets, know- how and
other confidential information, trade dress, trade names, logos, corporate names and domain names,
together with all of the goodwill associated therewith, derivative works and all other rights (collectively,
“Intellectual Property Rights”) in and to all software, documents, work product and other materials used
by CallForce under this Agreement, except for any Confidential Information of Client, shall be solely
owned by CallForce. All rights not expressly granted to Client are reserved by CallForce and its
licensors. For the avoidance of doubt, Client shall not (i) sublicense, resell, transfer, assign, distribute or
otherwise commercially exploit or make available to any third party the Services or any part thereof in
any way; or (ii) modify or make derivative works based upon the Services or reverse
engineer, decompile or disassemble the Services.
7. Term. The Client has the right to terminate this Agreement for any reason upon thirty (30) days advance
written notice to CallForce. CallForce reserves the right to terminate this Agreement for any reason at
8. Limitation of Remedies. CALLFORCE’S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO
ACTUAL DIRECT DAMAGES AND MAY NOT EXCEED THE AMOUNT INVOICED BY CLIENT
WITHIN THE PRIOR SIX (6) MONTHS. IN NO EVENT SHALL CALLFORCE BE LIABLE FOR
ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR THIRD-PARTY
DAMAGES OR CLAIMS INCLUDING LOST PROFITS, LOST SAVINGS, LOST PRODUCTIVITY,
LOSS OF DATA, AND LOSS FROM INTERRUPTION OF BUSINESS.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Utah.
10. Attorney Fees. In any action or proceeding arising out of or related to this Agreement, the prevailing
party shall be entitled to its reasonable attorney fees and related costs, including fees and costs incurred
prior to formal initiation of an action or proceeding, and including fees and costs incurred for collecting
or attempting to collect any judgment or award.
11. Entire Agreement. This Agreement represents the entire agreement between the parties and replaces all
prior agreements between the parties, whether oral or written. Each party acknowledges that the other
party has not made any representation or warranty on which a party may rely that is not included herein.
This Agreement shall not be varied, altered, modified, or changed in any way except by written consent
of the Parties.