THIS MEMBERSHIP AGREEMENT (“AGREEMENT”) GOVERNS USER’S USE OF DDSMENTORING’S MENTORING, TREATMENT PLANNING, GUIDE PRODUCTION, INTERACTIVE FORUM, CASE PRESENTATION, FAQ SECTION, LET'S TALK, PRACTICE EVALUATION, SURGICAL INSTRUCTION, STAFF TRAINING, AND HANDS ON SURGICAL INSTRUCTION, AND OTHER LIKE SERVICES (COLLECTIVELY “SERVICES”).
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING THE “I ACCEPT” BOX INDICATING USER’S ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, USER AGREES TO THE TERMS OF THIS AGREEMENT. IF USER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, USER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "USER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF USER DOES NOT HAVE SUCH AUTHORITY, OR IF USER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, USER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
User may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. If DDSmentoring determines that User is accessing the Services for any prohibited purpose(s), DDSmentoring shall terminate access to Services immediately, without entitling User to any refund or credit. DDSmentoring also reserves the right to pursue any and all legal remedies against User.
This Agreement was last updated on February 9, 2015. It is effective as of the date of User accepts this Agreement.
- DDSmentoring grants User the nonexclusive revocable right, subject to all the terms and conditions of this Agreement, to obtain access to and use Services and the network.
- Permitted Uses.
- User's access to and use of the Services shall be limited to personal use and information ("Permitted Uses"). Any other use of the Services and any other method of accessing the Services and network is strictly prohibited.
- In accessing and using the Services for the Permitted Uses, User may not use Services and network resources to modify, view, copy or obtain programs or data if not authorized to do so; insert any program or data if not authorized to do so; or do anything else that might cause damage to the network.
- Unless otherwise specified, the Services are for User’s personal and non-commercial use. You may not modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Services or network.
- Fees. Access to and use of the Services shall be at User's expense. DDSmentoring will charge User an annual membership fee for access to or use of the Services and network as specified on the fee schedule attached to this Agreement. All charges are exclusive of sales, use, excise or other tax. All payments shall be due and payable in advance of access to any Services. Payment obligations are non-cancelable and fees paid become non-refundable after fourteen (14) days of payment. User has fourteen (14) days from payment to make a written request for refund. DDSmentoring will retain information regarding User’s name, phone number, and address for future options. For payment of Services, User shall provide valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to DDSmentoring. If User provides credit card information, User authorizes DDSmentoring to charge such credit card for all Services listed in the Order Form for the subscription term(s) as set forth. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form.
- Access Procedures. DDSmentoring may provide User with certain password(s) to access the Services or network. User shall not share the password(s) with any third party and User shall take all reasonable steps to secure physical access to and use of the passwords. User agrees to assume sole responsibility for the password(s) and to pay DDSmentoring replacement costs for any damage or loss for any unauthorized uses. User shall notify DDSmentoring promptly of any loss, damage, or theft of the password(s).
- Term and Termination. This terms of this Agreement shall be one year which shall automatically renew unless User gives written termination notice 30 days prior to the end of the term. Upon termination, User shall immediately cease using the Services and network.
- Free Trial. If you register on our website for a free trial, DDSmentoring will make one or more Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered or (b) the start date of any Services purchased by you. During the free trial period, if you elect to utilize the services of a DDSmentoring member, you understand that there may be additional fees related to the specialized services requested by you and that you are responsible for paying any applicable additional fees. You further acknowledge that the information obtained on DDSmentoring is for information and discussion only and in no way creates doctor-patient relationship.
DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
- Nondisclosure and Ownership.
- Through use of the Services and network, User may have access to certain information that is confidential and proprietary to DDSmentoring ("Confidential Information"). User agrees to protect all Confidential Information by using a reasonable degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information. This Agreement imposes no obligation to User with respect to Confidential Information which is (i) generally known to the public; (ii) becomes generally known to the public other than as a result of an act or omission of User; (iii) was rightfully known to User prior to User receiving the same information from DDSmentoring; (iv) is disclosed by DDSmentoring to a third party without a duty of confidentiality on the third party; (v) is independently developed by User; (vi) is disclosed under operation of law; or (vii) is disclosed by User with DDSmentoring's prior written consent.
- User acknowledges and agrees that DDSmentoring is the owner of the Services and network and all data contained therein. Nothing in this Agreement shall be construed to transfer any of DDSmentoring's proprietary or intellectual property rights to user. User agrees that DDSmentoring may offer use of and access to the Services and network to other parties.
- User agrees that a breach of the confidentiality provisions of this Agreement will breach the security of DDSmentoring's Services and network and thus would cause irreparable harm to DDSmentoring for which no adequate remedy at law exists. User therefore agrees that in addition to any other remedies available, DDSmentoring shall be entitled to injunctive relief to enforce the terms of this Agreement.
- User shall not, during the term of this Agreement or at any time thereafter, dispute or contest or assist others to dispute or contest, directly or indirectly (i) DDSmentoring’s ownership in and to the Services and the contents contained on the network; (ii) DDSmentoring’s exclusive right to use and exploit the Services and the contents contained on the network; or (iii) the validity of, or DDSmentoring’s ownership of, any of the successor-in-interest rights, copyrights, trademarks, or other intellectual property rights in and to the Services and the contents contained on the network.
- DDSmentoring shall have the right to withdraw any or all elements of the Services from the terms of this Agreement if DDSmentoring determines that the exploitation therefore would or might violate or infringe the copyright, trademark or other proprietary rights of third parties. Such a withdrawal shall not be deemed a breach of this Agreement.
- User’s Warranties.
- User represents, warrants, and agrees that User will comply with all applicable laws, regulations, ordinances and other requirements involving the use of the Services and the conduct of User’s practice in connection therewith and that User’s use of the Services will not disparage or defame, or violate or infringe upon, the trademark, trade name, patent, copyright, personal, civil, property right of privacy or publicity or any other rights of any person or entity; and it will not harm, misuse or bring disrepute to the Services or DDSmentoring. User further represents and warrants that User is in good standing with the dental board in the state where User practices and that User maintains professional liability insurance.
- No Derogatory Use. User warrants that the use of the Services and the contents therein shall be presented in a positive manner, containing no derogatory or negative information or sentiments. User expressly agrees that the use of the Services shall in no way damage the good name and reputation of DDSmentoring (including its directors, officers, and owners). Without limiting DDSmentoring’s other rights and/or remedies hereunder, to the extent that DDSmentoring determines in its sole and unfettered discretion that any use of the Services constitutes a derogatory use, then DDSmentoring shall have the right to demand that user immediately cease such use and destroy all materials relating thereto (providing DDSmentoring with evidence satisfactory to DDSmentoring of such destruction) and/or to terminate this Agreement.
- WARRANTY DISCLAIMER/LIMITATION OF LIABILITY. USER ACCEPTS ACCESS TO THE SERVICES AND NETWORK ON AN "AS IS" BASIS. DDSMENTORING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO PERFORMANCE, DATA QUALITY, ACCESSIBILITY OR INTEGRITY OF THE NETWORK, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. DDSMENTORING ASSUMES NO RESPONSIBILITY IN CONNECTION WITH USER'S ACCESS TO OR USE OF THE NETWORK. DDSMENTORING SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF USER’S ACCESS TO OR USE OF THE SERVICES AND NETWORK. ALL STATEMENTS MADE BY DDSMENTORING ARE FOR INFORMATIONAL PURPOSES ONLY AND USER IS SOLELY RESPONSIBLE FOR ANY LIABILITY OR CLAIMS THAT MAY ARISE FROM USER’S USE AND ACCESS OF THE SERVICES AND NETWORK. USER UNDERSTANDS AND ACKNOWLEDGES THAT THE INFORMATION PROVIDED ON THE SITE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IT IN NO WAY CREATES ANY DOCTOR PATIENT RELATIONSHIP.
- INDEMNIFICATION. USER HEREBY INDEMNIFIES AND AGREES TO DEFEND AND HOLD HARMLESS FOREVER DDSMENTORING AND ITS RESPECTIVE OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, ATTORNEYS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), INVESTIGATIONS, DAMAGES, JUDGMENTS, PENALTIES AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, RELATING TO OR CONNECTED WITH: (I) ANY UNAUTHORIZED USE BY USER OF THE SERVICES AND NETWORK; (II) ANY BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT OF USER HEREUNDER; (III) ANY DEFECT IN OR USE BY ANY PERSON OR ENTITY OF THE SERVICES, OTHER THAN FOR ITS INTENDED USE; (IV) ANY DEFAMATION BY USER OR INVASION OF THE RIGHT OF PRIVACY, PUBLICITY OR OTHER PERSONAL OR PROPERTY RIGHT; (V) ANY BREACH OF ANY CONFIDENTIALITY OR TRADE SECRET PROVISION OR AGREEMENT; (VI) ANY INFRINGEMENT OF ANY COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT NOT LICENSED HEREUNDER BY DDSMENTORING; (VII) USER’S USE OR MISUSE OF THE INFORMATION PROVIDED ON THE SITE; OR (VIII) ANY MALPRACTICE CLAIMS AGAINST DDSMENTORING ARISING OUT OF USER’S USE OR MISUSE OF INFORMATION PROVIDED ON THE SITE. USER SHALL PROMPTLY UPON RECEIPT OF NOTICE OF ANY SUCH CLAIM DEFEND SUCH CLAIM AT USER’S SOLE COST AND EXPENSE; OR DDSMENTORING, AT ITS OPTION, MAY ENGAGE COUNSEL AND DEFEND SUCH CLAIM AT USER’S SOLE COST AND EXPENSE FOR WHICH USER SHALL PAY TEN (10) BUSINESS DAYS UPON BEING INVOICED THEREFORE. NO SETTLEMENT OF ANY CLAIM FOR WHICH INDEMNITY SHALL BE MADE HEREUNDER SHALL BE MADE BY USER WITHOUT THE PRIOR WRITTEN CONSENT OF DDSMENTORING.
- Assignment. The rights granted in this Agreement may not be assigned or transferred by User without the prior written approval of DDSmentoring. User shall not be permitted to delegate its responsibilities or obligations hereunder without the prior written approval of DDSmentoring.
- Governing Law, Jurisdiction. This Agreement, its validity, construction and effect, shall be governed and construed exclusively in accordance with the laws of the State of California, without reference to its conflicts of laws principles. In the event that any of the paragraphs or particular terms or conditions set forth herein are held to be unenforceable by a court of record with competent jurisdiction, such paragraph or particular term of condition therein shall be deemed to be modified to the extent required within the jurisdiction of such Court and the Agreement shall otherwise remain in full force and effect in such jurisdiction. Any action or proceeding related to or arising out of this Agreement shall be brought and maintained exclusively in a Court of competent jurisdiction in Los Angeles County, California.
- Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
- Remedies. The parties acknowledge that DDSmentoring will have no adequate remedy at law in the event that User uses the Services in any way not permitted hereunder, and that DDSmentoring shall be entitled to seek equitable relief by way of temporary or permanent injunction, and such other and further relief at law or in equity. All specific remedies provided for in this Agreement shall be cumulative and shall not be exclusive of one another or of any other remedies available in law or equity. Failure of DDSmentoring to insist upon strict performance of any of the terms hereof to be performed by User shall not be construed to be a waiver of any such covenants or terms.
- Attorney’s Fees. If any party brings any legal action or other proceeding to interpret or enforce the terms of this Agreement, or if any party retains a collection agency to collect any amounts due under this Agreement, then the prevailing party shall be entitled to recover any reasonable attorney’s fees and any other costs incurred, in addition to any other relief to which it is entitled.
USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT IN ITS ENTIRETY, UNDERSTANDS IT IN FULL, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.