Updated and Effective as of October 1, 2025
In Store Dental Pros’ Terms of Use Agreement
Important. Please read this Terms of Use Agreement carefully before accessing or using In Store Dental Pros LLC’s, its wholly owned affiliates’ and/or its majority owned affiliates’ (collectively, “Company”) websites as well as the Company’s supported website(s) if any (collectively, “Company’s Websites”) and access and/or use any of Company’s mobile applications (if any) or participate in any online features, services and/or programs offered by In Store Dental Pros (collectively, the “In Store Dental Pros Applications”). Each time you access or use the Company’s Websites or In Store Dental Pros Applications (if any), you agree to be bound by these Terms of Use (“Terms”). If you do not agree to be bound by all of these Terms, you may not access or use the Company’s Websites or the In Store Dental Pros Applications (if any). In addition, certain areas of the In Store Dental Pros Applications (if any) may be subject to additional terms of use that will be made available for your review. By using such areas or any part thereof, you are expressly indicating that you have read and agree to be bound by the applicable additional terms of use. In the unlikely event that any of the additional terms of use governing such an area of the In Store Dental Pros Application(s) are in conflict with these Terms, the additional terms shall control as to the subject In Store Dental Pros Application(s).
User Obligations. You agree to abide by all applicable local, state, national and international laws and regulations pertaining to accessing and using the Company’s Websites and any In Store Dental Pros Application(s). You also acknowledge and agree that your use of the Internet to access the Company’s Websites and any In Store Dental Pros Application(s) is solely at your own risk.
Intellectual Property Ownership and Use. You agree and acknowledge that all of the copyrights, logos, trademarks, service marks, taglines, brand messaging, source identifying coloring, other proprietary interests, and all other intellectual property rights for all materials and all content, including, but not limited to, all images, page layouts or designs, trade dress and/or other content (collectively, “Content”) contained within the Company’s Websites and/or within any In Store Dental Pros Application(s), are the sole and exclusive property of the Company unless otherwise specified. Access to the Company’s Websites and/or to any In Store Dental Pros Application(s) provides you with a limited right to use the material(s) contained thereon. By accessing any such material(s) in the Company’s Websites and/or in any In Store Dental Pros Application(s), you agree to refrain from all of the following:
1. Reproducing, duplicating, copying, selling and/or otherwise exploiting the Company’s Website content and materials and/or the subject In Store Dental Pros Application’s content and materials to include (for example) any image, page layout or design, trade dress, trademark, service marks, taglines, brand messaging, logo, source identifying coloring, other proprietary interests, other intellectual property rights, or any other Content (as defined above) for any commercial purpose or for any personal purpose whatsoever without Company’s express prior written consent. Be aware that the Contact Us feature is only intended for and only authorized for use by retailers in the retail channel;
2. Using any data mining or an extraction tool or process to monitor, extract or copy any of the Content;
3. Engaging in any activity whatsoever that interferes with or that may negatively impact or that may adversely impact the Company’s Websites and/or in any In Store Dental Pros Application(s) or another user’s ability to access and/or to use the Company’s Websites and/or the In Store Dental Pros Application(s);
4. Modifying, creating derivative works from, reverse engineering, corrupting, disrupting, and/or disassembling any technology used to provide for and/or to maintain the Company’s Websites and/or any of the In Store Dental Pros Application(s) and any of the features of such Websites or such Application(s); and
5. Assisting or encouraging a third party to engage in any prohibited activity(ies) detailed above or elsewhere in these Terms or in the additional terms with respect to the Company’s Websites and/or with respect to any such In Store Dental Pros Application(s).
You further agree and acknowledge that you shall not use, copy, distribute, publish, post, transmit and/or otherwise exploit any of the Content contained in the Company’s Websites or on any In Store Dental Pros Application(s) in any manner whatsoever without the prior express written authorization from the Company. No portion or aspect of the Company’s Websites and no portion or aspect of any In Store Dental Pros Application(s), any Content, and/or any of the materials contained therein may be reprinted or republished without the prior express written permission from the Company.
Prohibited Activities. The Company’s Websites, In Store Dental Pros Application(s) (if any), all materials and all Content are not intended for children under the age of thirteen (13). Children under the age of 13 should not use the Company’s Websites nor use any of In Store Dental Pros Application(s), any of the materials nor any Content. You and all users acknowledge and agree that, unless otherwise specified in a confirming writing from the Company, none of the materials and none of the Content in any of the Company’s Websites and/or in any In Store Dental Pros Application(s) is for your personal, non-commercial use. As indicated above, the Contact Us feature is only intended for and only authorized for use by retailers in the retail channel.
User Community Posting Guidelines. The Company’s Websites and/or In Store Dental Pros Application(s) (if any) contains or may contain in the future various interactive portions, such as blogs, message boards, chats, user forums, or other interactive features that allow users and others to post content on Company’s Website(s) (collectively, “Forums”). If Company elects to use, now or in the future, any Forums then you and all other users are advised that any such Forum(s) are intended to serve as discussion centers for the users and subscribers of the Company’s Websites or of any of In Store Dental Pros Application(s). You understand and acknowledge through your continued use of the Company’s Websites and/or use of any In Store Dental Pros Application(s) that any such Forums and the information contained thereon may be seen by anyone on the Internet. When posting any information on any such Forums maintained by the Company, all content in all such postings must be in good taste, non-derogatory and non-discriminatory at all times and particularly so when discussing potentially sensitive subjects, including those related to health and dental care. Users are required only to post content in such Forums that are deemed to be fair and informative. At all times and in all circumstances, the Company reserves all rights to remove any post in any of its Forums that Company (in its sole discretion) deems to be unfair, misinformation, disinformation, deceptive, misleading or disrespectful in any way. .
Furthermore, you understand and acknowledge that when posting information and/or responding to any post on a Forum maintained by the Company, you must not:
- Post statements, any content or other materials that are in any way could be deemed to be libelous or defamatory, or could be deemed to be in any way harassing, abusive, threatening, intimidating, or in any other way infringing on the rights of the Company, its dental campaign, participating retailers, participating DSOs, such DSOs’ participating dental practices, and/or others;
- Post any personal information and/or upload any personal information, pictures, videos, personal material, personal content, personal images or anything else of a personal nature about yourself as a user or about another person – regarding of whether the same is with your own permission or with the express permission of the subject person, or anything else that violates or that could potentially violate the privacy or publicity rights of anyone, of another person or of any entity;
- Post anything that actually or potentially interferes with or disrupts the operation of the Company’s Websites or any of In Store Dental Pros Application(s), including, but not limited to, posting or uploading files or anything else that contains or may contain malware, viruses, corrupted files, or any other type of file or data that may damage the functionality of another’s computer, Company’s Websites, Company’s systems or platforms, or any subject In Store Dental Pros Application(s);
- Repeatedly post the same message or similar messages within an unreasonable timeframe;
- Delete or revise any posting, material, response or content from any of Company’s Websites or from any subject In Store Dental Pros Application(s) posted by another user or by the Company, without the express prior written permission of the Company;
- Post statements, images, content or any materials that encourage criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction;
- Post statements, images, content or any other materials that are or that could be perceived as being bigoted, hateful, racist, vulgar, obscene, pornographic, profane, inappropriate or otherwise objectionable;
- Post statements, images, content or any other materials that in any way could harm or that could be perceived as being harmful or injurious to minor children, elderly, or any other members of the public;
- Post statements, images, content or any other materials that impersonate another person or entity or be perceived as potentially impersonating another person or entity, whether actual or fictitious;
- Post statements, image, content or any other materials that in any way misrepresent your affiliation with any entity, any organization, or any retail establishment including but not limited to the Company, its DSO clients and/or any of Company’s DSO clients’ participating dental practices;
- Post statements, images, content, links or any other materials that constitute spam or unauthorized advertising or promotional materials, including, but not limited to, links to any non-Company website, any forum, social media site, any organization, and/or any products or services; and/or
- Post any image, content, statements or any other material that infringes or may infringe on any copyright, patent, trademark, service mark, logo, tagline, brand messaging, any source identifier, trade secret, or any other intellectual, proprietary or other property right(s) of any person or any party that you are not authorized by such person, by such party, and/or have not be expressly authorized to by the Company to make available on the Company’s Websites, any of its Forums, and/or in association with any In Store Dental Pros Application(s).
Please be aware that the Company, at all times, reserves all rights to remove and can remove any statement, image, content, and/or any other material posted by any user that Company finds, in its sole discretion, to be non-compliant with any of the Terms, any of the additional terms, and/or otherwise objectionable without any notice whatsoever to said user. Any user failing to comply with these Terms and/or any additional terms (all of which may be amended or updated from time to time as Company elects) may be denied access to and use of the Company’s Websites, any In Store Dental Pros Application(s), and/or expelled from and denied continued access to Forums maintained by the Company. The Company expressly disclaims any and all responsibility, any and all liability of every kind and variety, and makes no representation(s) as to the true, the validity or any identity of the posting party of any opinion, advice, information and/or statements posted, made or displayed in any of the Company’s Forums by any third party(ies), nor is the Company responsible or liable for any errors or omissions in any such postings or for any hyperlinks embedded in any message; further, in all such instances of errors, omissions, misinformation, disinformation and/or any posted content or materials no user shall have any recourse against the Company, its owners, managers, officers, directors, its employees or those of its affiliates or parent companies, its DSO clients, DSO clients’ participating dental practices, and/or any retailer participating in the Company’s in-store activities..
UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY OR IN ASSOCIATION WITH YOUR RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE COMPANY’S WEBSITES, ANY OF IN STORE DENTAL PROS APPLICATION(S) OR ANY OF THE ABOVE REFERENCED FORUMS. The opinions expressed in any of these Forums do not reflect the opinions of the Company and should not be interpreted as such. You understand and acknowledge that the Company reserves the right to alter, edit, comment upon, refuse to post or remove part or all of any posting(s) or similar content for any reason or as an exercise of its sole discretion and/or to disclose such content or materials to any third party as it may so desire in its sole discretion or to satisfy any applicable law, regulation, legal process or governmental request.
You understand and acknowledge that by communicating, sending or transmitting any content, images, photographs, scans, videos, audio files, creative suggestions, ideas, notes, concepts, information, , or any other materials (collectively, “Submitted Materials”) or by posting any such Submitted Materials on the Company’s Websites, in any of In Store Dental Pros Application(s) or any Forums, you hereby grant the Company a non-exclusive, assignable, royalty-free, fully sub-licensable right and perpetual and irrevocable right to use, reproduce, translate, publish, post, transfer, transmit, distribute, modify, create derivative works of, publicly perform, publicly display, digitally perform, sell, and/or offer for sale any such Submitted Materials in any media form, at any time now known or hereafter, in its sole discretion including for any reason or any purpose whatsoever without any compensation or remuneration of any kind to you. Furthermore, you represent and warrant that any person or entity named, pictured, identified, identifiable, or otherwise represented in any of the Submitted Materials has provided you with any and all necessary consents, licenses, rights, approvals, and/or authorizations to allow the Company’s unbridled use of any such Submitted Materials in accordance with the Terms stated herein and/or in the additional terms stated in any of In Store Dental Pros Application(s); in the event your representation and warranty in these respects is breached or is untrue in any respect, you shall be solely responsible to any such injured person or entity for all relief and all remedies that may be available to such injured person or entity and, accordingly, you agree in all such instances that you shall indemnify, defend and hold the Company harmless from all such injured person’s or such injured entity’s claims, actions and demand of every kind and variety.
Disclaimer – Linked Third Party Websites. There may be one or more links in the Company’s Websites and/or in any of In Store Dental Pros Application(s) which may or which will direct you to leave the subject In Store Dental Pros Application site so that you may access a linked third-party website (“Linked Site”). The Company may provide you and other users these links merely as a convenience. You understand and acknowledge that the Company does not control any such a Linked Site nor any of the content therein contained. The Company is not responsible for and shall not be responsible for the legality, accuracy, appropriateness or any other aspect of any Linked Site’s content, disclosures, policies, uses, advertising, products, services, or other materials on or available from any such Linked Site. You acknowledge and agree that the Company shall not be responsible or in any way liable, either directly or indirectly, for any and all damage, losses, harm, injuries, or violation of any law caused or allegedly caused by or in connection with the use of any of the Linked Sites, any aspect of any such Linked Sites to include (but not limited to) any content, materials, offerings, goods or services.
Accounts with The Company, Passwords and Security. If an In Store Dental Pros Application (if any) requires you to open an account with the Company, you must complete the registration process by providing the Company with current, complete and accurate information as prompted by the applicable registration form. You understand and acknowledge that by intentionally or inadvertently providing any untrue, inaccurate, incomplete or out-of-date information to the Company, the Company reserves the right to terminate your access and your use of the Company’s Websites, as well as any of In Store Dental Pros Application(s) as defined, and any associated Content and any of the Company’s Forums.
You understand and acknowledge that you are responsible for maintaining the confidentiality of your account with the Company (if any) and such account-related password and for restricting access to your computer or any other electronic device which you may use to access any of In Store Dental Pros Application(s), your associated account with the Company (if an) and associated Content and any of the Company’s Forums. You agree to accept any and all responsibility for all activities that occur under your account with the Company (if any) or such account’s password, regardless of whether such use was authorized by you or not. Furthermore, you hereby agree to notify the Company immediately of any and all unauthorized use of your account with the Company (if any) or any other breach of such Company-related account’s security.
If you choose to communicate or to meet with other users of the Company’s Websites, or an In Store Dental Pros Application(s) (if any), any associated Content or the Company’s Forums, you do so entirely at your own risk and without recourse against the Company. You hereby understand and acknowledge that there are risks involved with meeting people in person in association with any online community, including, but not limited to, risks of physical harm, abuse and exploitation. You assume any and all such risks associated with any such in-person contact with other users of any of the Company’s Websites, or of any of In Store Dental Pros Application(s) (if any), and associated with any Content and/or with any of the Company’s Forums.
Accounts with Any Linked Third Party’s Website, Linked Site Passwords and Security. If you elect to an account with any Linked Third Party’s Website, you are encouraged to complete any required registration process by providing such third party (especially any third party that is a consumer financial lender) with current, complete and accurate information as prompted by such third party’s or such Linked Site’s applicable registration form, consent form, any application form or any information-gathering form of a material nature. You understand and acknowledge that by intentionally or inadvertently providing any untrue, inaccurate, incomplete or out-of-date information to such third party or in association with such Linked Site, such third party may have reserved (in its own governing terms of use or its own disclosures or disclaims to you) the right to terminate your access and your use of the third party’s websites, its Linked Sites and possibly its offerings, promotions, products and/or its services.
Please be sure to carefully read any linked third party’s website’s (if any) and all of the Linked Site’s terms of use, terms of services, disclosures and disclaimers in any of the Linked Site’s applications or in any of such Linked Site’s consent forms or other notices, and be sure to carefully ready any of the Linked Site’s privacy policies (collectively, “Linked Site’s Disclosures”).
You understand and acknowledge that you are responsible for maintaining the confidentiality of your account with any linked third party and your account(s) with all such Linked Site’s Disclosures (defined above), such Linked Site’s account-related password and for restricting access to your computer or any other electronic device which you may use to access any such third party’s website and/or any such Linked Site’s Disclosures, forms, applications, offerings, special offers, your associated account, any associated Content and any of its/their respective forums. You agree to accept any and all responsibility for all activities that occur under your account with any such third party and any such Linked Sites and all such account-related password(s). Furthermore, you hereby agree to such third party or such Linked Site immediately of any and all unauthorized use of your account with such third party or with such Linked Site, as the case may be, and/or any other breach of your account’s security with the same.
If you choose to communicate or to meet with other users of such third party’s and/or such users of any of the Linked Sites to include any of its/their forums, you do so entirely at your own risk and without recourse against this Company. You hereby understand and acknowledge that there are risks involved with meeting people in person in association with any online community, including, but not limited to, risks of physical harm, abuse and exploitation. You assume any and all such risks associated with any such in-person contact with other users of any of the third party website(s) and/or any of the Linked Sites, as well as associated with any of its/their respective content and/or with any of its/their forums.
Commercial Transactions with Company’s DSO/GPO/Non-Clinical Administrator/ Facilitator Clients’ Participating Dental Practices. The Company is a non-clinical provider of marketing services for non-clinical dental support organizations (“DSOs”) and also non-clinical group purchasing organizations (“GPOs”). The Company’s DSO and GPO clients solicit dental practices in the networks (collectively, “Dental Practices”) to participate in In Store Dental Pros LLC’s and its subsidiary’s, In Store Dental Pros Clear Aligner Program LLC, (both entities are, collectively, “ISDPCAP”) dental campaigns whereby its sets up onsite booths in various retail stores. Certain products and services related to professional dental care services and/or clear aligner treatments may be offered or promoted on the Company’s Website, or via promotions at one or more onsite booths in one or more retail store locations, and/or possibly via an In Store Dental Pros Application (if any) where such dental products do not require any prescription and such products are merely deemed over the counter.
Disclaimer of Warranties. THE COMPANY’S WEBSITES, IN STORE DENTAL PROS APPLICATION(S) (IF ANY), ALL CONTENT, ALL MATERIALS, TOOLS, OFFERINGS ON SUCH WEBSITES, AND/OR SPECIAL OFFERS ON SUCH WEBSITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT AND DOES NOT RESPRESENT THAT ANY OFFERING OR ANY SPECIAL OFFER APPEARING ON ANY OF COMPANY’S WEBSITES IS ACCURATE IN ALL RESPECTS OR IS ERROR-FREE IN ALL RESPECTS. FURTHERMORE, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY CANNOT AND DOES NOT WARRANT THAT THE COMPANY WEBSITES, IN STORE DENTAL PROS APPLICATION(S) (IF ANY), THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED THEREON OR OTHERWISE MADE AVAILABLE TO YOU OR ANY USER OF THE FOREGOING AS WELL AS THROUGH THE COMPANY’S SERVERS, OR THROUGH ANY E-MAILS SENT FROM THE COMPANY ARE FREE OF VIRUSES AND FREE OF ALL OTHER HARMFUL OR INJURIOUS COMPONENTS. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, HARM OR INJURY OF ANY KIND OR VARIETY (UNDER ANY THEORY OF LIABILITY) WHICH IS ANY WAY ARISES FROM OR RELATES IN ANY WAY TO THE USE OF THE COMPANY’S WEBSITES, IN STORE DENTAL PROS APPLICATION(S) (IF ANY) AND/OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES MADE AVAILABLE TO YOU OR TO ANY OTHER USER(S)INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES.
LIMITATION OF LIABILITIES. TO THE FULLEST EXTEND PERMITTED BY GOVERNING LAWS, THE COMPANY, ITS PARENT COMPANIES, ALL OF ITS AFFILIATES AND SISTER-COMPANIES AND EACH OF ITS/THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES AS WELL AS ALL OF ITS/THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “THE COMPANY PROTECTED PARTIES”), SHALL NOT BE LIABLE TO YOU OR TO ANYONE ELSE FOR ANY LOSS, HARM, OR INJURY OF ANY KIND UNDER ANY THEORY OF LIABILITY. NOR SHALL ANY OF THE COMPANY PROTECTED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER VARIETY OF DAMAGES (EXCEPT AS INDICATED BELOW IN TERMS OF DIRECT DAMAGES) UNDER ANY CONTRACT, AT COMMON LAW, NEGLIGENCE, STRICT LIABILITY, ANY THEORY OF LIABILI8TY OR BY ANY OTHER REASON ARISING OUT OF OR IN ANY WAY RELATED TO (1) THE USE OF OR INABILITY TO USE THE COMPANY’S WEBSITES AND/OR IN STORE DENTAL PROS APPLICATION(S) (IF ANY); (2) ANY CONTENT CONTAINED IN OR ON THE COMPANY’S WEBSITES AND/OR IN STORE DENTAL PROS APPLICATION(S) (IF ANY); (3) ANY INFORMATION, OPINION, STATEMENTS, CONTENT AND/OR ANY CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE COMPANY’S WEBSITES, IN IN STORE DENTAL PROS APPLICATION(S) (IF ANY), WITHIN ANY CONTENT, AND/OR WITHIN ANY FORUMS; (4) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED (OR ALLEGED TO HAVE BEEN PURCHASED OR OBTAINED) BY OR THROUGH THE COMPANY’S WEBSITES, IN STORE DENTAL PROS APPLICATION(S) (IF ANY), BY WAY OF ANY CONTENT, AND/OR BY WAY OF ANY OFFERING OR SPECIAL OFFER; (5) ANY ACTION TAKEN OR ANY FAILURE TO ACT IN RESPONSE TO OR RESULTING FROM ANY COMMUNICATION OR ANY INFORMATION AVAILABLE ON THE COMPANY’S WEBSITES, IN AN IN STORE DENTAL PROS APPLICATION(S) (IF ANY), WITHIN ANY OF ITS CONTENT OR ITS MATERIALS, AND/OR ANY DAMAGE CAUSED BY ANY LOSS OF ACCESS, ANY LOSS OF INFORMATION, ANY DESTRUCTION OF INFORMATION AND/OR ANY FAILURE TO PRESERVE ANY INFORMATION; AND (6) ANY OTHER MATTER, CLAIM, LOSS OR DEMAND IN ANY WAY ARISING FROM OR RELATING TO THE COMPANY’S WEBSITES, AN IN STORE DENTAL PROS APPLICATION(S) (IF ANY), ANY USE OF AN IN STORE DENTAL PROS APPLICATION(S) (IF ANY) , ANY CONTENT, ANY MATERIALS, AND/OR ANY POSTING ON ANY OF THE COMPANY’S FORUMS.
ACTUAL DIRECT DAMAGES – AT ALL TIMES, IN ALL INSTANCES AND EXCEPT AS TO THE CARVED-OUT BELOW GOVERNING YOUR INDEMNIFICATION OBLIGATIONS BELOW, THE COMPANY AND YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF ANY OF OR ALL OF THE COMPANY PROTECTED PARTIES (DEFINED ABOVE) TO YOU FOR ANY AND ALL ACTUAL, PERCEIVED, ASSERTED AND/OR ALLEGED DAMAGES, LOSSES, HARM, INJURIES, CLAIMS, DEMANDS, ACTIONS, LAWSUITS, PROCEEDINGS, AND/OR CAUSES OF ACTION (COLLECTIVELY, “RECOVERIES”) EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY OR TO ANY OF THE COMPANY PROTECTED PARTIES FOR USING THE COMPANY’S WEBSITES, FOR USING AN IN STORE DENTAL PROS APPLICATION(S) (IF ANY), FOR USING OF ANY ITS CONTENT, ANY OF THE MATERIALS, ANY OF THE FORUMS, AND/OR FOR ANY BOOKING FEE OR DEPOSIT FOR ANY BOOKED APPOINTMENT. ALTERNATIVELY AND EXCEPT FOR THE CARVED-OUT INDEMNIFICATION OBLIGATIONS BELOW UNDERTAKE BY YOU, SUCH RECOVERIES FROM YOU OR SUCH RECOVERIES FROM ANY AND ALL OF THE COMPANY PROTECTED PARTIES SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES; IN ALL INSTANCES AND AT ALL TIMES EXCEPT FOR THE CARVED-OUT INDEMNIFICATION OBLIGATIONS BELOW, SUCH RECOVERABLE ACTUAL DIRECT DAMAGES SHALL NOT EXCEED THE MAXIMUM AGGREGATED TOTAL SUM OF TWO HUNDRED DOLLARS ($200). YOU, THE COMPANY AND ALL OF THE COMPANY PROTECTED PARTIES AGREE THAT THE PROVISIONS IN THIS LIMITATION OF LIABILITY SECTION ARE FAIR AND REASONABLE. ALL ACTIONS OR PROCEEDINGS TO RECOVER SUCH ACTUAL DIRECT DAMAGES SHALL BE INITIATED EXCLUSIVELY WITH THE APPROPRIATE FEDERAL OR STATE COURT (INCLUDING THE SMALL CLAIMS COURT) IN THE COUNTY OF ORANGE, IN THE STATE OF CALIFORNIA. THE COMPANY AND MANY OF THE COMPANY PROTECTED PARTIES RESIDE IN, WORK IN AND/OR IDENTIFY AS ONE OF ITS/THEIR/HIS/HER PLACES OF BUSINESS SUCH COUNTY OF ORANGE, IN THE STATE OF CALIFORNIA.
Indemnification and its Carve-Out from the Limitation of Liability. You hereby agree to indemnify, defend and hold harmless the Company and all of The Company Protected Parties (defined above in the Limitation of Liability section) from and against any and all third party claims, demands, proceedings, actions, causes of actions, proceedings and lawsuits for any actual, threatened, asserted or alleged damages, losses, harm, injuries, costs and/or expenses of every kind and variety, including reasonable attorneys’ fees (collectively, “Claims and Losses”), wherein any such Claims and Losses arise from or related in any way to, either directly or indirectly from: (1) your breach of any of the provisions in this Agreement, any of the Terms (as defined) or any additional terms (as referenced in the first paragraph of this Agreement; (2) any allegation that any your Submitted Materials or any postings on any of the Company’s Forums infringes on or otherwise violates any copyright, trade secret, service mark, trademark, logo, taglines, brand messaging, proprietary interest and/or any other intellectual property rights of any third party; and (3) your access to or use of the Company’s Websites, an In Store Dental Pros Application(s) (if any), its Content, its materials and/or the Company’s Forums.
Force Majeure. The Company shall not be liable to anyone at all for any delay or any failure to perform resulting from any cause(s) outside the control of the Company, including, but in no way limited to, any inability to access any of the Company’s Websites, any inability to access an In Store Dental Pros Application(s) (if any), any failure to perform the obligations set forth in this Agreement hereunder, failure to perform any of the Terms (as defined) or those found in any additional terms, due to unforeseen circumstances, any incident, any occurrence, and/or cause(s) beyond the control of the Company, such as (for example only) acts of God; fire; flood; earthquake; accidents; strikes; war; terrorism; governmental acts; failure of common carriers (including, but not limited, to Internet service providers and website hosting providers); disruption of any utilities, or any shortages of transportation facilities, fuel, energy, labor or materials.
Governing Law and Jurisdiction. This Agreement is entered into and is governed by the State of Delaware , in the United States, and shall be interpreted and construed in accordance with, the laws of the State of Delaware, exclusive of its choice of law rules.
Binding Arbitration.
(a) Except as provided below or as expressly provided elsewhere in this Agreement, all disputes, demands and protests by and between you and the Company arising under or related to this Agreement, the Company Websites, any and all In Store Dental Pros Application(s) (if any), Content (as defined), the materials, any Submitted Materials, and/or the Company’s Forums shall be resolved exclusively by binding and confidential arbitration in the County of Orange, in the State of California, by one arbitrator agreed upon by the parties. Issues of arbitrability shall be decided by arbitration, not by the courts. To the fullest extent permitted by governing law, the parties will share all arbitrator fees, deposits, and related charges on a 50-50 basis. Arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) and shall apply JAMS’ Commercial Rules and Procedures which can be accessed via www.JAMSadr.com/adr-rules-procedures. To the fullest extent permitted by governing law, each party shall bear its own costs and expenses including legal fees, attorneys’ fees, travel, and lodging in preparing for and in conducting such arbitration. If permitted by JAMs or as otherwise consented to by the arbitrator, all parties and witnesses may appear via video conferencing, Skype, Zoom or via some other virtual medium approved by the arbitrator. The arbitrator has no authority to: (i) consider any class action, collective action, or any representative action, (ii) award punitive, special, incidental, consequential, statutory, treble, liquidated, exemplary, and/or any other type of non-actual damage(s) or any fine, penalty, or assessment, (iii) award attorneys’ fees or any costs of arbitration including any travel or lodging costs unless the arbitrator finds that a party has substantially prevailed (overwhelmingly prevailed) on its claims or on its defenses, as the case may be, and/or (iv) grant any remedy other than actual direct damages as permitted pursuant to the express provision in this Agreement and subject to the cap on total aggregated damages detailed in the Limitation of Liability section above. the award of the arbitrator may be enforced in any court of competent jurisdiction or in any other jurisdiction where debtor’s assets may be located so as to satisfy the award. EACH PARTY AGREES THAT THIS AGREEMENT TO ARBITRATE WILL OPERATE TO WAIVE ITS RIGHT TO HAVE ITS DISPUTES LITIGATED IN COURT OR DECIDED BY A JURY TRIAL;
(b) The parties agree that any action by either of them seeking injunctive relief, specific performance, equitable remedies or equitable relief (“Equitable Actions”) is expressly excluded from arbitration. The parties further agree that it would not be commercially reasonable or cost-effective to arbitrate monetary disputes or collection matters where the amount of the dispute or claim between the parties falls within the jurisdiction of the small claims court; such disputes or claims falling within the small claims court’s jurisdiction are also expressly excluded from arbitration. Further, the prevailing party in any Equitable Action (excluded from arbitration) will be entitled to an award of its reasonable out-of-pocket costs, expenses, and fees incurred in connection with such Equitable Action including its reasonable attorneys’ fees. Recoverable costs and expenses as such prevailing party also include those incurred in association with outside accountants, consultants, expert witnesses, investigators, and other professionals. The award of costs, expenses and fees to such prevailing party will be in addition to any equitable remedy and relief awarded in such Equitable Action(s). All remedies and relief in such Equitable Actions will be cumulative; and
(c) at all times, the provisions within this binding arbitration section shall survive any amendment, modification, expiration or termination of this Agreement.
Class Action Waiver. Any claim or other proceedings by or between you and the Company shall be conducted on an individual basis and not in any class action, mass action, or on a consolidated or representative basis. You further agree to waive any right to a jury trial. In the event any court of competent jurisdiction deems any aspect of this Class Action Waiver to be unenforceable, unconscionable, or void, the offending aspect shall be stricken herefrom and the remainder shall be given full force and effect.