Last Updated: July 15, 2026
These Practice Assessment Terms and Conditions (these “Terms”) govern the online purchase of the Practice Assessment offered by ELEVATE ENDO, LLC, a North Carolina limited liability company (“Elevate Endo”), for the endodontic practice entity that purchases the Practice Assessment (“Client”). By purchasing the Practice Assessment on Elevate Endo’s website, Client agrees to be bound by these Terms effective as of the date of purchase (the “Effective Date”). The individual completing the purchase on behalf of Client represents that he or she has authority to bind Client to these Terms. Client should not purchase the Practice Assessment unless Client reviews and agrees to these Terms. In consideration of the Practice Assessment and the mutual terms contained in these Terms, Elevate Endo and Client agree as follows:
4. Ownership of Elevate Materials. As between the parties, Elevate Endo shall retain all right, title, and interest in and to Elevate Endo’s pre-existing and developed methods, models, templates, tools, slides, files, digital toolkit, analyses, recommendations, know-how, and other materials used, created, or provided in connection with the Practice Assessment (“Elevate Materials”). No Elevate Materials are works made for hire, and no ownership rights are assigned to Client. Client shall not reproduce, publish, distribute, share, post, sell, sublicense, or otherwise provide Elevate Endo’s confidential information or Elevate Materials to any third party. Subject to Client’s payment in full of all amounts due for the Practice Assessment, Elevate Endo grants Client a limited, non-exclusive, non-transferable, non-sublicensable license to use Elevate Materials solely for Client’s internal business purposes for the practice that purchased the Practice Assessment. For purposes of clarity, such license applies solely to the purchasing Client and excludes Client’s affiliates, consultants, and vendors. Client shall not reproduce, publish, distribute, share, post, sell, sublicense, reverse engineer, or create derivative works from Elevate Materials, or use them for any third party, except with Elevate Endo’s prior written consent.
5. Client Responsibilities. In connection with the Practice Assessment, Client shall be responsible for providing Elevate Endo with complete, accurate, and timely information reasonably necessary for Elevate Endo to provide the Practice Assessment, as requested by Elevate Endo on the intake form. Client acknowledges that the Practice Assessment is dependent on the accuracy and completeness of information provided by or on behalf of Client. Client shall be solely responsible for determining whether and how to implement any recommendations, strategies, models, templates, or other information provided by Elevate Endo, and for complying with all laws, rules, regulations, professional standards, payer requirements, employment obligations, third-party terms, and other requirements applicable to Client’s practice, business, operations, and use or implementation of the Practice Assessment. Client shall be responsible for ensuring all owners, doctors, employees, contractors, and other personnel of Client who receive or use the Practice Assessment or Elevate Materials comply with the confidentiality and use restrictions set forth in these Terms. Client further acknowledges that (i) Elevate Endo does not provide clinical, dental, legal, tax, accounting, employment, billing, coding, insurance, regulatory, or compliance advice, and (ii) Client is solely responsible for obtaining advice from qualified professionals regarding such matters, including specifically matters related to referrals, marketing, patient inducement, payer participation, insurance participation, billing, coding, or similar practice-management decisions and the implementation of any recommendations or strategies.
6. Client Data; No PHI; Client Data Storage and Retention. Client shall provide Elevate Endo only practice-level, aggregated, or de-identified information reasonably necessary for Elevate Endo to perform the Practice Assessment, and shall not provide Elevate Endo with patient names, contact information, medical record numbers, dates of birth, Social Security numbers, clinical records, treatment notes, or other protected health information as defined under HIPAA (“PHI”). The Practice Assessment does not require Elevate Endo to create, receive, maintain, or transmit PHI on behalf of Client, and the parties do not intend for Elevate Endo to act as Client’s business associate under HIPAA. If Client requires Elevate Endo to create, receive, maintain, or transmit PHI in connection with any separate workshop or other service, the parties shall address such requirement in a separate written agreement, which may include a business associate agreement. Elevate Endo may use third-party platforms to receive, store, and process Client information in connection with the Practice Assessment. Elevate Endo will use commercially reasonable efforts to maintain the confidentiality of Client’s proprietary information provided to Elevate Endo in connection with the Practice Assessment. Elevate Endo may retain Client information for its business records and future services, but upon Client’s written request, Elevate Endo will return or securely delete Client information in Elevate Endo’s possession or control, subject to Elevate Endo’s right to retain archival, backup, legal, compliance, or business-record copies in accordance with its ordinary course practices.
7. Independent Contractor. Client and Elevate Endo are acting hereunder as independent contractors. Elevate Endo shall not be considered or deemed to be an employee, agent, joint venturer, or partner of Client. Elevate Endo shall not have any power to bind or act on behalf of Client.
8. Warranty Disclaimer. Elevate Endo does not provide, and the Practice Assessment, Elevate Materials, recommendations, models, projections, analyses, or other information provided by Elevate Endo shall not be construed as, clinical, dental, legal, tax, accounting, employment, billing, coding, insurance, regulatory, compliance, or other professional advice. Client shall be solely responsible for obtaining advice from qualified professionals with respect to such matters and for determining whether and how to implement any recommendations, strategies, models, projections, analyses, or other information provided by Elevate Endo. ELEVATE ENDO MAKES NO REPRESENTATION OR WARRANTY, OR GUARANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF THE PRACTICE ASSESSMENT, ANY ELEVATE MATERIALS, ANY OUTCOME, REVENUE, PROFITABILITY INCREASE, COLLECTION, CALCULATION OR BUSINESS RESULT, AND ALL SUCH REPRESENTATIONS, WARRANTIES, AND GUARANTYS ARE EXPRESSLY DISCLAIMED.
9. Limitation of Liability. ELEVATE ENDO SHALL NOT BE LIABLE TO THE CLIENT FOR ANY PUNITIVE, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR SPECIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF THE CLIENT (INCLUDING WITHOUT LIMITATION CLAIMS FOR GOODWILL, DIMINUTION IN VALUE, LOST PROFITS OR USE OF MONEY) ARISING OUT OF BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF THESE TERMS. CLIENT FURTHER AGREES THAT ELEVATE ENDO’S AGGREGATE LIABILITY FOR ANY CLAIM REGARDLESS OF THE NATURE OF SUCH CLAIM ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO ELEVATE ENDO FOR THE PRACTICE ASSESSMENT. NOTHING IN THIS SECTION SHALL LIMIT ELEVATE ENDO’S RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF.
10. Indemnification. Client shall indemnify, defend and hold Elevate Endo and its members, managers, officers, employees, contractors and agents, harmless from and against any and all third party claims, actions, demands, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to (i) Client’s breach of these Terms, (ii) Client’s purchase, use, or implementation of the Practice Assessment or Elevate Materials, or (iii) Client’s operation of its endodontic practice, including Client’s compliance with applicable laws, rules, regulations, professional standards, payer requirements and third party obligations.
11. Equitable Relief. Client acknowledges that any breach or threatened breach of Client’s obligations with respect to Elevate Endo’s confidential information or Elevate Materials may cause Elevate Endo irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other rights or remedies available at law or in equity, Elevate Endo shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable relief to prevent or restrain any such breach or threatened breach, without the necessity of proving actual damages or posting bond.
12. Force Majeure. Elevate Endo shall not be liable for any delay or failure to perform, to the extent caused by acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, governmental orders or restrictions, power or internet outages, illness or medical emergency, or other events beyond Elevate Endo’s reasonable control. Any cancellation, rescheduling, refund, credit, or expense responsibility arising from a force majeure event affecting the Practice Assessment shall be governed solely by these Terms.
13. Miscellaneous. These Terms constitute the entire agreement of Elevate Endo and Client with respect to the Practice Assessment and supersede and cancel all prior or contemporaneous written or oral agreements or understandings between such parties regarding the Practice Assessment. For purposes of clarity, Elevate Endo and Client may enter into a separate written agreement for a workshop or other services and such separate written agreement will govern those separate services. Each provision of these Terms is severable from every other provision of these Terms and any provision of these Terms that is determined by any court of competent jurisdiction to be invalid or unenforceable will not affect the validity or enforceability of any other provision hereof or the invalid or unenforceable provision in any other situation or in any other jurisdiction, provided that any provision of these Terms held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. These Terms shall be construed and interpreted under the internal laws of the State of North Carolina without regard to its conflict of laws provisions. Each party irrevocably submits to the exclusive jurisdiction and venue of the state courts located in Mecklenburg County, North Carolina and, if federal jurisdiction exists, the federal courts located in the Western District of North Carolina for any claim or action arising out of or relating to these Terms or the Practice Assessment, and each party waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens. To the fullest extent permitted by law, each party may bring claims against the other only on an individual basis and not as a plaintiff or class member in any class, collective, consolidated, or representative action. In any suit, action, or proceeding arising out of or relating to these Terms or the Practice Assessment, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and expenses from the non-prevailing party, in addition to any other relief to which such prevailing party may be entitled. Client shall not assign, subcontract, delegate or otherwise transfer these Terms or any obligations hereunder without Elevate Endo’s prior written consent. No waiver by any party of any provision hereof or part thereof at any time shall constitute or evidence a waiver by such party of any other provision or other part of such provision or of the same provision or part at any other time, irrespective of the length of time for which such waiver continues. These Terms may be accepted electronically and will be effective upon Client’s online acceptance; no signature or counterpart is required. No delay or omission on the part of either party in exercising any right hereunder shall operate as a waiver of such right or any other right under these Terms. Elevate Endo may provide notices to Client through the website, email address, account, intake form, or other contact information provided by or on behalf of Client. Client may provide notices to Elevate Endo by email or other contact method designated by Elevate Endo for the Practice Assessment.