1. Your relationship with Dental Web Content ("DWC")
1.1 Your use of Dental Web Content's (and its affiliates and subsidiaries) products, services, software, content, media, other services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by DWC under a separate written agreement) is subject to the terms of a legal agreement between you DWC. "DWC" means Dental Web Content, whose principal place of business is at 4966 S. Rainbow Blvd., #110, Las Vegas, Nevada, 89118, United States. This document explains the agreement and sets forth its terms.
1.2 Unless otherwise agreed in writing with DWC, your agreement with DWC will always include, at a minimum, the terms and conditions set forth in this document. These are referred to below as the "Universal Terms".
1.3 Your agreement with DWC will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and DWC in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this agreement is referred to below as the "Terms".
1.5 If there is any contradiction between the Additional Terms and the Universal Terms, then the Additional Terms shall take precedence in relation to that Service
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You accept the Terms by actually using the Services. In this case, you understand and agree that DWC will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with DWC, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or in which you use the Services.
2.4 Before you continue, you should print off or save a copy of the Universal Terms for your records.
3. Language of the Terms
3.1 Where DWC has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with DWC.
3.2 If there is any contradiction between the English language version of the Terms and the translation, then the English language version shall take precedence.
4. Provision of the Services by DWC
4.1 DWC has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of DWC itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 DWC is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services, which DWC provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that DWC may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at DWC's sole discretion, with 15 days notice.
4.4 You acknowledge and agree that if DWC disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content that is contained in your account.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to DWC will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with DWC, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose and that you shall remain the sole and exclusive user.
5.6 You agree that you are solely responsible for (and that DWC has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which DWC may suffer) of any such breach.
5.7 If, after payment by credit/debit card, you later dispute the charge(s), unless prohibited by law, you agree not to cancel, revoke, charge back, or dispute any previously entered charge on your credit card. If you do so, and it is later determined that the charge was properly authorized, you agree to pay all out-of-pocket fees and costs incurred by DWC as a result of the improper cancellation, revocation, charge back, or dispute. You also agree to contact DWC first, prior to contacting your bank or credit/debit card issuer if a charge is to be disputed in order for DWC to resolve the issue.
5.8 You agree and acknowledge that the content used and provided by DWC is the sole and exclusive property of DWC, even if you fail to make a payment or cancel your service. You further acknowledge and agree that you are only being provided a license to use DWC's content, images and other property.
5.9 As the authorized decision-maker for your practice, you understand that the card/account that you provide for payment will be charged for the appropriate fees according to the package you have requested. You hereby represent that you are the authorized user for the account that you have provided for payment.
5.10 You understand and agree the initial (first) twelve subscriber months are mandatory. Subscriber months 13 and beyond are considered month to month subscriptions with no additional mandatory periods of time
5.11 You agree that your subscription applies to ONE dental office. If you have multiple dental practices, you need multiple subscriptions to DWC.
6. Proprietary rights
6.1 You acknowledge and agree that DWC (or DWC's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by DWC and that you shall not disclose such information without DWC's prior written consent.
6.2 Unless you have agreed otherwise in writing with DWC, nothing in the Terms gives you a right to use any of DWC's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features unless you are a current subscriber.
6.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.
6.4 Unless you have been expressly authorized to do so in writing by DWC, you agree that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
7. Ending your relationship with DWC
7.1 The Terms will continue to apply until terminated by either you or DWC as set out below.
7.2 If you wish to terminate your legal agreement with DWC, you may do so by notifying DWC in writing at least 15 days prior to the end of your subscription period. Your notice must be sent, in writing, to DWC's address, which is set out at the beginning of these Terms, or its email address.
7.3 DWC may at any time, terminate its legal agreement with you if: (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) DWC is required to do so by law; or (C) the partner or affiliate with whom DWC offered the Services to you has terminated its relationship with DWC or ceased to offer the Services to you; or (D) DWC is transitioning to no longer providing the Services to users in the country in which you are resident or in which you use the service; or (E) the provision of the Services to you by DWC is, in DWC's exclusive opinion, no longer commercially viable.
7.4 Nothing in this Section shall affect DWC's rights regarding provision of Services under Section 4 of the Terms.
7.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and DWC have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 11.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
8. EXCLUSION OF WARRANTIES
8.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, SHALL EXCLUDE OR LIMIT DWC'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
8.3 IN PARTICULAR, DWC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
8.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
8.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DWC OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
8.6 DWC FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
9.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 8.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT DWC, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY FAILURE TO CREATE A RETURN OF INVESTMENT, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY CONTENT;
(II) ANY CHANGES WHICH DWC MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE DWCWITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD AND/OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
9.2 THE LIMITATIONS ON DWC'S LIABILITY TO YOU IN PARAGRAPH 10.1 ABOVE SHALL APPLY WHETHER OR NOT DWC HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
10. Changes to the Terms
10.1 DWC may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, DWC will make a new copy of the Universal Terms available at its website and any new Additional Terms will be made available to you from within, or through, the affected Services.
10.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, DWC will treat your use as acceptance of the updated Universal Terms or Additional Terms.
11. General legal terms
11.1 The Terms constitute the whole legal agreement between you and DWC and govern your use of the Services (but excluding any services which DWC may provide to you under a separate written agreement), and completely replace any prior agreements between you and DWC in relation to the Services.
11.2 You agree that DWC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
11.3 You agree that if DWC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which DWC has the benefit of under any applicable law), this will not be taken to be a formal waiver of DWC's rights and that those rights or remedies will still be available to DWC.
11.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
11.5 You acknowledge and agree that each member of the group of companies of which DWC is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
11.6 The Terms, and your relationship with DWC under the Terms, shall be governed by the laws of the State of Nevada without regard to its conflict of laws provisions. You and DWC agree to submit to the exclusive jurisdiction of the courts located within the County of Clark, Nevada to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that DWC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.