1. ABOUT THE SITE
2. WE DO NOT PROVIDE MEDICAL/DENTAL ADVICE
You acknowledge that although some of the content, text, data, graphics, images, video, information, suggestions, guidance, and other material (collectively, “Information”) that is provided to you through the Services (including Information provided in direct response to your questions or postings) may be provided by individuals in the medical and/or dental profession, the provision of such Information does not create a medical/dental professional/patient relationship, and does not constitute an opinion, medical/dental advice, or diagnosis or treatment, but is provided to assist you with locating appropriate medical/dental care from a doctor, dentist or other healthcare specialist, professional or provider (collectively, “Healthcare Provider”). The Information that you obtain or receive from Denteractive, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services is for informational, scheduling and payment purposes only. All medically/dental related information comes from independent healthcare professionals and organizations. If you submit a medically/dental related question to Denteractive, answers are (a) provided by independent healthcare professionals and organizations, (b) for informational purposes only, and (c) do not establish any patient/doctor relationship. If you submit a question and/or comment through Denteractive’s Platform to an individual Healthcare Provider, Denteractive cannot guarantee that you will receive a response from that Healthcare Provider. Denteractive further cannot guarantee that a Healthcare Provider will be online and/or otherwise available to communicate with, including through the dental emergency button. THE INFORMATION PROVIDED ON THE SITE AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH DENTERACTIVE IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL/DENTAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL/DENTAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911. YOUR USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTH CARE ADVICE, OR THE PROVISION OF MEDICAL CARE. We do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other information that may appear through the Services. If you rely on any Information provided through the Services, you do so solely at your own risk.
3. NO DOCTOR PATIENT RELATIONSHIP
No licensed medical or dental professional/patient relationship is created by using information provided by or through the use of the services or through any other communications from Denteractive, links to other sites or any assistance we may provide to help you find an appropriate healthcare provider in any field. We make no guarantees, representations or warranties, whether expressed or implied, with respect to professional qualifications, expertise, quality of work, price or cost information or other information through the services. Furthermore, we do not in any way endorse or recommend any individual listed or accessible through the services. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on any such information. We have no control over, and cannot guarantee the availability of any Healthcare Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from or related to the use of the Site or Services whatsoever. You are strongly advised to perform your own investigation prior to selecting a Healthcare Provider by making confirming telephone calls to the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular Healthcare Provider by confirming with the Healthcare Provider’s office, your current Healthcare Provider, the medical association relative to the Healthcare Provider’s specialty and your state medical board.
4. AUTHORIZATION AND ACKNOWLEDGEMENT; HEALTHCARE PROVIDER RELATIONSHIPS AND LISTS
In connection with using the Site and the Services to locate and schedule appointments with Healthcare Providers, you understand that: YOU ARE ULTIMATELY RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER.
Healthcare Providers listed through the Services with whom you may book appointments enter into agreements with us and such Healthcare Providers must pay us a fee in order to be marketed through the Services. Denteractive will provide you with lists and/or profile previews of Healthcare Providers who may be suitable to deliver the healthcare that you are seeking based on information that you provide to Denteractive (such as insurance information, proximity to your geographical location, and specialty of the Healthcare Provider). In an effort to aid in the discovery of Healthcare Providers and enable the maximum choice and diversity of Healthcare Providers who participate in the Services, these lists and/or profile previews may also be based on other criteria (including, for example, Healthcare Provider availability, past selections by and/or ratings of Healthcare Providers by you or by other Denteractive users, and past experience of Denteractive users with Healthcare Providers); but Denteractive (a) does not recommend or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare services they may provide, and (c) does not receive any additional fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services. You will then have the opportunity to use this selection criteria, coupled with the communicative tools through Denteractive’s platform, to communicate with and make decisions regarding potential Healthcare Providers. Note, however, to the extent that you use the Services as provided by your employer, Denteractive may provide lists and/or profile previews based also on criteria determined by your employer and your employer’s agents or advisors.
Denteractive uses reasonable efforts to ensure that Healthcare Providers only participate in the Services if they hold active medical/dental licenses and all certifications necessary to practice any specialty of the services offered by them to patients. Denteractive may exclude Healthcare Providers who, in Denteractive’s discretion, have engaged in inappropriate or unprofessional conduct.
5. EDITORIAL CONTROL
We make the Services available as a service to consumers and Healthcare Providers for the purposes of providing an informative and educational resource. We may, but have no obligation to, have Information posted through the Services reviewed by our editorial personnel. It is important to note, however, that the timeliness, accuracy, and completeness of any or all of the Information is not guaranteed. Neither the authors, the editorial personnel, nor any other party who have been involved in the preparation or publication of this work can assure you that the Information contained herein is in every respect accurate or complete, and they are not responsible for any errors or omissions or for the results obtained from the use of such Information.
You are encouraged to independently confirm the Information contained herein with other sources and to seek the advice of a qualified Healthcare Provider.
HEALTHCARE PROVIDER INFORMATION: Healthcare Provider and practice information found through the Services is intended for general reference purposes only. Healthcare Provider information found through the Services is both provided by the Healthcare Provider and/or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Such information often changes frequently and may become out of date, incomplete or inaccurate. Neither the Site nor Denteractive provides any advice or qualification certification about any particular Healthcare Provider. You are encouraged to independently verify any such information.
PROCEDURES/PRODUCTS/SERVICES: The procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. We make no claims as to the safety, appropriateness, or effectiveness of any such procedures, products, services or devices. Any products and/or services represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
As part of the registration process, you will provide an e-mail address and create a password. These are your credentials for accessing the Services that are only available to members (“Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You are responsible for notifying us if your password has been stolen or compromised. You must immediately notify us by sending an email to email@example.com.
7. YOUR PERSONAL INFORMATION
8. YOUR RESPONSIBILITIES
Even though the Services are provided free of charge, usual, customary and any other charges for any medical/dental or related services rendered by Healthcare Providers will apply and will be entirely your responsibility. You must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.
You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Site and the Services for lawful, non-commercial purposes. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means.
Without limiting any of the foregoing, you agree that you shall not (and you agree not to allow any third party to):
(a) Copy, modify, adapt, translate, or reverse engineer any portion of the Site, its content or materials and/or the Services;
(b) Remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services or in or on any content or other material obtained via the Site and/or the Services;
(c) Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services;
(d)Access or retrieve any portion of the Site and/or the Services for purposes of constructing or populating a searchable database of reviews or other Information related to the healthcare industry or Healthcare Providers;
(e) Reformat or frame any portion of the web pages that are part of the Site and/or the Services;
(f) Fraudulently misuse the Services, including scheduling an appointment with a Healthcare Provider which you do not intend to keep;
(g) Create user accounts by automated means or under false or fraudulent pretenses;
(h) Collect or store personal data about other users in connection with the prohibited activities described in this paragraph;
(i) Accumulate or index, directly or indirectly, any portion of the Site and/or Services (including, without limitation, Healthcare Provider or practice information, appointment availability, and price information) for any purpose whatsoever; or
(j) Use any means, including software means, to conduct web scraping of any portion of the Site, its content or materials and/or the Services.
8.2 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries
Regardless of whether you are a member or whether you schedule or intend to schedule appointments (including appointments for Designated Provider Services as defined in Section 9.2) through the Services, if you are a Healthcare Provider or other person or entity in the healthcare or medical industries, you acknowledge and agree that:
(A) You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other information for any purpose other than your own personal use as a patient or prospective patient.
(B) You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
(C) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
9. ADDITIONAL TERMS
9.2 Payment and Transaction Processing
Prior to scheduling an appointment for Designated Provider Services, please carefully review (i) the price information, and (ii) all of the products and services that are included and excluded in each Designated Provider Service. Each Healthcare Provider is required to provide the applicable Designated Provider Service at or below the price indicated at the time of scheduling (“Designated Price”). Services in addition to or different from Designated Provider Services may be available, offered or rendered by Healthcare Providers. You and your Healthcare Providers are responsible for agreeing to any additional or different services. WE ARE NOT RESPONSIBLE FOR YOUR OR ANY HEALTHCARE PROVIDER’S FAILURE TO AGREE TO ANY ADDITIONAL OR DIFFERENT SERVICES.
Denteractive and/or its payment processing partner may collect from the applicable Healthcare Provider a transaction processing fee for our billing, collection and payment services performed in connection with the Designated Provider Services and any other products or services provided by the applicable Healthcare Provider (the “Transaction Processing Services”). Such transaction processing fee shall reflect the fair market value for the Transaction Processing Services provided by Denteractive and its payment processing partner. Healthcare Providers may separately charge you for additional or different products or services.
You acknowledge and agree that:
(a) you are responsible for and you will pay the Designated Price for the Designated Provider Services charged through Denteractive by the applicable Healthcare Provider, as well as other amounts the applicable Healthcare Provider may charge through Denteractive for any additional or different services rendered during or related to the applicable appointment;
(b) Denteractive may process your payment, and may process your payment in collaboration with our payment processing partner;
(c) Denteractive is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any Designated Provider Service,
(d) Denteractive is not responsible for any charges submitted for processing by Healthcare Providers;
(e) in the event you dispute any fees chargeable or charged through Denteractive by a Healthcare Provider, you will resolve such dispute directly with the applicable Healthcare Provider;
(g) neither Denteractive nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:
(i) If you have not provided us with accurate, current and complete payment information;
(ii) If you do not have sufficient available funds or available credit to complete the transaction;
(iii) If you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;
(iv) If your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;
(v) If we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or
(vi) If we terminate or suspend the services we provide to the applicable Healthcare Provider.
10. CHANGES TO THE SERVICES
11. LINKS TO OTHER SITES
The Site may include links to other websites, including links provided as automated search results. Some of these websites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites.
12. NO SPAM
You may not use contact information provided by our users or Healthcare Providers, or harvest such information for the purpose of sending, or to facilitate the sending of, unsolicited bulk communications, such as SPAM. You may not allow others to use your account to violate the terms of this section. We may terminate your membership or access to the Site immediately and take other legal action if you or anyone using your Credentials violates these provisions.
13. CONTENT YOU POST OR SUBMIT
You may have the opportunity to submit feedback regarding your experiences with Healthcare Providers who are featured through the Services, to submit inquiries concerning possible medical needs and to participate in the other interactive and community features of the Site (collectively “Posted Information”). It is important that you act responsibly when providing Posted Information. In providing feedback, please give clear, honest information about the Healthcare Provider and your experiences, but do not use inappropriate language, make gratuitous personal criticisms or comments or provide information that others could use to determine your identity. When participating in other interactive or community aspects of the Service, please do not post any information that another user or Healthcare Provider may use to identify you as an individual, but please do include all relevant information in a concise manner to help us provide you with a helpful response.
We reserve the right to publish your Posted Information as part of the Service and to also remove your Posted Information for any reason. We are not, however, responsible for any failure or delay in posting or removing Posted Information. Keep in mind that the Posted Information of others is simply opinion and should not be relied on. In addition:
(a) You are solely responsible for any Posted Information that you submit, publish or display through the Services or transmit to other members and/or other users of the Site.
(b) You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.
(c) You may not provide any Posted Information that falsely expresses or implies that such content or material is sponsored or endorsed by Denteractive.
(d) You may not provide any Posted Information that is unlawful or that promotes or encourages illegal activity.
(f) You agree that you will only provide Posted Information that you believe to be true and you will not purposely provide false, deceptive or misleading information.
By posting Posted Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, to Denteractive, its contractors, and the users of the Site an irrevocable, perpetual, royalty-free, fully sub licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Information. This license is non-exclusive, except you agree that Denteractive shall have the exclusive right to practice this license to the extent of combining your Posted Information with the Posted Information of other Denteractive users for purposes of constructing or populating a searchable database of reviews and information related to the healthcare industry.
The following is a partial list of the kind of content and communications that are illegal or prohibited on/through the Site. Denteractive reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing any offending communication from the Services and terminating the membership of such violators or blocking your use of the Services. You may not post content that:
(a) is false or intentionally misleading;
(b) harasses or advocates harassment of another person;
(c) involves the transmission of unsolicited mass mailing or “spamming”;
(d) violates the intellectual property or other rights of any person;
(e) violates antitrust, competition, or consumer protection laws;
(f) is threatening, obscene, defamatory or libelous; or
(g) is pornographic or sexually explicit in nature.
14. YOUR USE OF CONTENT
All of the Information available on or through the Services and/or the Site, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain Denteractive’s proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever. You shall not permit any third party to perform any of the foregoing actions and shall be responsible for all damages and liabilities incurred as a result of such actions. Except as is expressly and unambiguously provided herein, Denteractive and its suppliers do not grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by Denteractive to you are retained by Denteractive.
15. DISCLAIMER OF WARRANTIES
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding: which users gain access to the Site and/or the Services; what content you access via the Site and/or the Services; what effects the content on the Site and/or the Services may have on you; how you may interpret or use the content on the Site and/or the Services; or what actions you may take as a result of having been exposed to the content on the Site and/or the Services. You release us from all liability for you having acquired or not acquired content through the Site and/or the Services. The Site and/or the Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content contained in or accessed through the Site and/or the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site and/or the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. WE PROVIDE THE SITE AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SITE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DENTERACTIVE MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SITE OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. DETERACTIVE DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
16. GENERAL LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO REGISTER FOR THE SITE OR THE SERVICES OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES TO RECEIVE DESIGNATED PROVIDER SERVICES (AS DEFINED IN SECTION 9.2 OF THIS AGREEMENT), IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF TRANSACTION PROCESSING FEES (AS DESCRIBED IN SECTION 9.2), IF ANY, REMITTED TO AND RETAINED BY DENTERACTIVE FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR APPOINTMENTS MADE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, suppliers, successors, and assigns from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of this Agreement), or of any intellectual property or other right of any person or entity, by you or any third party using your Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.
19.1. Electronic Contracting and Notices
19.2. Copyright Dispute Policy
Denteractive adopts the general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA). The address of Denteractive’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is provided at the bottom of this section.
19.2.1. Denteractive Policy
Our policy is to (a) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or other users; and (b) remove and discontinue Service to repeat offenders.
19.2.2. Procedure for Reporting Copyright Infringements
If you believe that material or content residing on or accessible through the Site or the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below (“Proper Bona Fide Infringement Notification”):
(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
(b) Identification of works or materials being infringed;
(c) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Denteractive is capable of finding and verifying its existence;
(d) Contact information about the notifier including address, telephone number and, if available, email address;
(e) A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
(f) A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Upon Receipt of a Bona Fide Infringement Notification: Once a Proper Bona Fide Infringement Notification is received by the Designated Agent, it is Denteractive’s policy:
(a) To remove or disable access to the infringing material;
(b) To notify the content provider, member or user that it has removed or disabled access to the material; and
(c) For repeat offenders, to terminate such content providers, member’s or user’s access to the Service.
19.2.3. Procedure to Supply a Counter-Notice to the Designated Agent
If the content provider, member or user believes that the material that was removed or to which access was disabled is either not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or pursuant to the law, the content provider, member or user must send a counter-notice containing the following information to the Designated Agent listed below:
(a) A physical or electronic signature of the content provider, member or user;
(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
(c) A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
(d) The content provider’s, member’s or user’s name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Denteractive is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, Denteractive may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Denteractive’s discretion.
Please contact Denteractive’s Designated Agent to Receive Notification of Claimed Infringement at the following address:
Copyright Agent, Denteractive Solutions Inc. | 23 Corporate Plaza Drive, Suite 150, Newport Beach, CA 92660 firstname.lastname@example.org
19.4 Entire Agreement
19.5. Choice of Law and Dispute Resolution
This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California, without giving effect to the state’s conflicts of law statute. Any controversy, dispute or claim arising out of or related to this Agreement or your use of the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the County of Orange, California, pursuant to the rules of the American Arbitration Association. In addition, you waive any rights to bring, and agree not to participate in, any class action, consolidated, multi-district or collective action, or private attorney general action. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company or our company’s assets to another entity. We will use reasonable efforts to notify you regarding any change of ownership. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.
19.8. Non-Affiliate Dentists Directory
As part of the Services, Denteractive provides a directory of non-affiliate dental professionals and organizations (the “Directory”). The dental professionals and organizations listed in the Directory are not members or business associates of Denteractive. The names, addresses, phone numbers, areas of specialty and/or expertise and any other information contained in the Directory is derived from public record and such records are not maintained by Denteractive. Although Denteractive takes reasonable efforts to provide current information on dental professionals or organizations listed in the Directory, Denteractive does not independently verify and cannot guarantee the accuracy, completeness or timeliness of the information in the Directory. Denteractive assumes no responsibility for any errors or omissions which may be contained in the Directory. Denteractive does specifically recommend or approve of any particular dental professional or organization listed in the Directory, and their inclusion in the Directory should not be interpreted or construed as an endorsement by Denteractive. Further, Denteractive does not guarantee or warrant (1) the qualifications, licensure or abilities of any individuals or organizations listed in the Directory or (2) the quality or efficacy of any products or services offered or provided by any individuals or organizations listed in the Directory. It is your sole responsibility to review the licensure status and qualifications or any dental provider you may choose, and for determining the appropriateness of any service or product your dental provider may recommend. Denteractive is not be liable to you or any other entity for the direct or indirect consequences of any decision or action you or any other person might make in reliance on the information contained within the Directory, including the selection of a dental provider or dental service.
You will have the opportunity to invite dental professionals to become members of Denteractive through the Directory. Your invitation will be sent directly to Denteractive, which will then advise the dental professional of your choosing that you have submitted an invitation. Denteractive will use reasonable efforts to contact the dental professional to advise of your invitation, but cannot guarantee that he/she will become a member of Denteractive or otherwise interact with you in response to said invitation.
20. DENTAL PROFESSIONALS AND DENTERACTIVE MEMBER DENTISTS
The following terms and conditions constitute an agreement between Denteractive and “Provider,” a duly licensed dentist or entity authorized to provide dental services by its state of licensure. Denteractive has created a network of individual dental consumers (“Denteractive Patients”) who seek to use its online services to easily manage their dental activities (“Patient Network”). Provider wishes to access the administrative and management services that Denteractive offers enabling Providers to render the Patient Network with education, communication, and additional support (“Administrative Services”).
20.1. Rights and Responsibilities of Provider
Provider verifies that his/her dental licensure is valid and in good standing with the Dental Board in his or her state of licensure. Provider agrees to immediately notify Denteractive in writing of any changes in licensure status or other material facts related to Provider’s identifying information on Denteractive Platform.
(b) Denteractive Fees
(1) 90-day Trial Period
Denteractive will provide a 90-day trial period to a new Provider who is not already a Denteractive member. Provider may only use this trial period once. Denteractive and Provider agree that there is no membership fee associated with the use of the Services for a duration of 90 days following Provider’s initial activation, and upon Denteractive’s acceptance of Provider’s membership. Provider shall receive full visibility, and ability to interact with the Denteractive Network for the purpose of patient education and marketing of his/her dental services.
Denteractive reserves the right, in its sole discretion, to withdraw or to modify this 90-day trial period at any time without prior notice and with no liability. Denteractive further reserves the right, in its sole discretion, to extend the trial period on a case-by-case basis as it deems appropriate.
(c) Patient Fees
Provider agrees and acknowledges that Denteractive is not liable for any payments due to Provider for services rendered to Denteractive Patients.
(d) Provider Information
Provider agrees to furnish Denteractive with requested information required to enable the performance of Denteractive’s services to either Denteractive Patients or Provider. It is Provider’s duty to keep his/her name, address, phone number, area(s) of specialty and/or expertise and other identifying information up to date, and to notify Denteractive of any change to the same.
(e) Scope and Purpose
Provider acknowledges that all communications and interactions with Denteractive Patients online or on the mobile app are for introductory and educational purposes only and do not establish a direct patient-doctor relationship.
(f) Professional Liability
Provider agrees to be responsible for his/her own acts or omissions in the professional practice of dentistry. Nothing in this Agreement shall be interpreted or construed to place any such responsibility for professional acts or omissions on Denteractive.
(g) Monitor Denteractive Platform
Provider agrees to periodically monitor and respond to communications received from individuals through Denteractive’s Platform as frequently as possible, but in no event less than once every forty-eight (48) hours excluding weekends and federal holidays.
20.2. Rights and Responsibilities of Denteractive
(a) Patient Network
Denteractive shall provide administrative and management duties in the development and maintenance of the Patient Network, and shall perform its Administrative Services at the direction, and on the behalf of, Provider.
(b) Provider Authorizations
Denteractive is authorized to list information about Provider on the Denteractive Provider directory on the Denteractive website, mobile app, or other publications.
Denteractive agrees to be responsible for its own acts or omissions, as well as those of its employees, and nothing in this Agreement shall be interpreted or construed to place any such responsibility on Provider.
(a) Scope of Services
Denteractive is not a provider of dental services, a referrer of a specific dental provider, or marketing agent of Provider. All decisions on dental services to be received by Denteractive Patients are made by and between the Denteractive Patient and Provider.
Denteractive and Provider agree that each party is independent from the other and that the provisions of this Agreement and the Services do not create an employer/employee, principal/agent, partnership, or joint venture relationship between the parties.
All notices, including but not limited to change of address and change of license status, shall be submitted in writing and delivered either personally or by U.S. Mail postage prepaid to the address below or by electronic mail sent to the email address listed below:
Denteractive Solutions Inc. | 23 Corporate Plaza Drive, Suite 150, Newport Beach, CA 92660 email@example.com
21. BUSINESS ASSOCIATE AGREEMENT
A “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103. Providers are covered entities and shall be Business Associates of Denteractive, a covered entity.
“Designated Record Set” shall mean a group of records maintained by Business Associate pertaining to Individuals that are the medical records and billing records about Individuals or the enrollment, payment, claims adjudication, and case or medical management record systems pertaining to Individuals. For purposes of this definition, “record” refers to any item, collection, or grouping of information that includes PHI.
“Individual” shall mean the person who is the subject of the PHI.
“Protected Health Information” (“PHI”) shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created, received, maintained or transmitted by Business Associate pursuant to the use of the Services.
“Unsecured PHI” shall mean PHI that is not rendered unusable, unreadable or indecipherable to unauthorized individuals.
Business Associate agrees to:
- Comply with all applicable federal and state confidentiality and security laws, and specifically the provisions of the HIPAA Rules applicable to Business Associates;
- Not use or disclose PHI other than as permitted or required by this Agreement and except as necessary in the use of the Services or as required by law;
- Maintain appropriate physical and technical safeguards that reasonably and appropriately protect the confidentiality and integrity of any PHI Business Associate creates, receives, maintains or transmits, and comply with Subpart C of 45 CFR 164 with respect to electronic PHI, to prevent use or disclosure of PHI other than as provided for by this Agreement;
- Ensure that all PHI be secured when accessed by Business Associate’s employees, agents or subcontractors, and that all such access be limited to legitimate business needs;
- Ensure that any of Business Associate’s employees, agents, or subcontractors that create, receive, maintain or transmit PHI on behalf of Business Associate agree to the same restrictions, conditions and requirements that apply to Business Associate with respect to such information;
- Ensure that all uses and disclosures of PHI are subject to the principle of “minimum necessary use and disclosure,” i.e., that only PHI that is the minimum necessary to accomplish the intended purpose of the use, disclosure or request is used or disclosed;
- Report to Denteractive any use or disclosure of PHI not provided for by this Agreement of which it discovers, including breaches of unsecured PHI in accordance with 45 CFR 164.400-164.414 and section 21.1 of this Agreement;
- If it maintains PHI in a Designated Record Set, make PHI available to an Individual to inspect or copy PHI about that Individual in that set as directed by Denteractive, or to make PHI available to Denteractive as necessary to satisfy Denteractive’s obligations under 45 CFR 164.524;
- If it maintains PHI in a Designated Record Set, make any amendment(s) to PHI as directed or agreed to by Denteractive pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy Denteractive’s obligations under 45 CFR 164.526;
- Maintain and make available the information required to provide an accounting of disclosures to Denteractive as necessary to satisfy Denteractive’s obligations under 45 CFR 164.528;
- Upon termination of this Agreement, for any reason, Business Associate shall destroy or return to Denteractive all PHI received, created, maintained, or received by Business Associate on behalf of Denteractive, that the Business Associate still maintains in any form. Business Associate shall not retain any copies of PHI after termination.
21.1. Business Associate Breach Protocol
In accordance with 45 CFR 164.400 – 164.414, Business Associate agrees to the following in the event of a breach of unsecured PHI:
Business Associate shall notify Denteractive upon discovery of such breach. Notification shall occur without unreasonable delay and in no case later than 60 calendar days after discovery of a breach. A breach shall be deemed “discovered” on the first day on which such breach is known to Business Associate or, by an exercise of reasonable diligence, would have been known to Business Associate. Business Associate shall be deemed to have knowledge of a breach if the breach is known, or by exercising reasonable diligence would have been known, to any person, other than the person committing the breach, who is an employee, officer or other agent of Business Associate. To the extent possible, Business Associate shall provide Denteractive with the identification of each Individual affected, or reasonably believed by Business Associate to have been affected, by the breach as well as any other available information such as, but not limited to, information breached, date of breach and form of breach, required to be provided by Denteractive in its notification to affected individuals pursuant to 45 CFR 164.404. Any and all notification to those individuals whose PHI has been breached shall be made under the direction, review and control of Denteractive. Business Associate shall have the burden of demonstrating that all notifications were made as required or that the use or disclosure did not constitute a breach.
Business Associate shall be liable for the costs associated with a breach if caused by the Business Associate’s negligent or willful acts or omissions, or the negligent or willful acts or omissions of Business Associate’s agents, officers, employees or subcontractors.
All notification pursuant to this section shall be submitted in writing and delivered either personally or by U.S. Mail postage prepaid to the address below or by electronic mail sent to the email address listed below:
Denteractive Solutions Inc. | 23 Corporate Plaza Drive, Suite 150, Newport Beach, CA 92660 firstname.lastname@example.org
2. INFORMATION WE COLLECT
2.1 Personal Information
(a) Generally. Some of the Services require us to know who you are so that we can best meet your needs. When you access these Services, we may ask you to voluntarily provide us with certain information that personally identifies (or could be used to personally identify) you (“Personal Information”). Personal Information includes (but is not limited to) the following categories of information: (1) contact data (such as your e-mail address, and phone number and other unique identifiers such as passwords); (2) demographic data (such as your gender, your date of birth and your zip code); (3) insurance data (such as your insurance carrier and insurance plan); (4) medical data (such as the doctors, dentists or other health care providers (“Healthcare Providers”) you have visited, your reason for visiting Healthcare Providers, your date of visiting Healthcare Providers, your medical/dental history, and other medical and health information you choose to share with us), and (5) other information that you voluntarily choose to provide to us, such as Personal Information in emails or letters that you send to us. You may still access and use some of the Services if you choose not to provide us with any Personal Information, but the features of the Services that require your Personal Information will not be accessible to you.
2.2 Traffic Data
We also may automatically collect certain data when you use the Services, such as (1) IP address; (2) domain server; (3) type of device(s) used to access the Services; (4) web browser(s) used to access the Services; (5) referring webpage or other source through which you accessed the Services; (6) geolocation information; and (7) other statistics and information associated with the interaction between your browser or device and the Services (collectively “Traffic Data”). Depending on applicable law, some Traffic Data may be Personal Information. We may also collect additional information, which may be Personal Information, as otherwise described to you at the point of collection or pursuant to your consent.
2.3 HIPAA and PHI
3. HOW WE COLLECT INFORMATION
We collect information, including Personal Information and Traffic Data, when you use and interact with the Services, such as:
- When you use the Services’ interactive tools and services, such as searching for Healthcare Providers, searching for available appointments with Healthcare Providers and completing dental history questionnaires prior to Healthcare Provider appointments;
- When you voluntarily provide information in free-form text boxes through the Services and through responses to surveys, questionnaires and the like;
- If you download and install certain applications and software we make available, we may receive and collect information transmitted from your computing device for the purpose of providing you the relevant Services, such as information that letsDenteractiveknow when you are logged on and available to receiveupdateor alert notices;
- If you download our mobile application, we may receive information about your location andmobiledevice;
- Through cookies, web beacons, website analytics services and other tracking technology (collectively, “Tracking Tools”), as described below; and
- When you use the “Contact Us” function on the Site, send us an email or otherwise contact us.
We also may collect information about you from third party sources.
4. TRACKING TOOLS AND “NOT TO TRACK”
4.1. Tracking Tools. The Tracking Tools that we may use and how we may use them include:
- Web Beacons: “Web Beacons” (a.k.a. clear GIFs or pixel tags) are tiny graphic image files imbedded in a web page or email that may be used to collect anonymous information about your use of our Services, the websites of selected advertisers and the emails, special promotions or newsletters that we send you. The information collected by Web Beacons allows us to monitor how many people are using the Services, using the selected advertisers’ websites or opening our emails, and for what purpose, and also allows us to enhance our interest-based advertising.
- Website Analytics: We may use third-party website analytics services in connection with the Services, including, for example, to record mouse clicks, mouse movements, scrolling activityandtext that you type into the Site. These website analytics services generally do not collect Personal Information unless you voluntarily provide it and generally do not track your browsing habits across websites which do not use their services. We use the information collected from these services to help make the Services easier to use.
- Mobile Device Identifiers: Mobile device identifiers are data stored on your mobile device that can be used to track your mobile device and data and activities occurring on and through it, as well as the applications installed on it. Mobile device identifiers enablecollectionof Personal Information (such as media access control, address andlocation) and Traffic Data. As with other Tracking Tools, mobile device identifiers help Denteractivelearn more about our users’ demographics and internet behaviors.
4.2. How Denteractive Responds to Browser “Do Not Track” Signals
Some web browsers (including Safari, Internet Explorer, Firefox and Chrome) incorporate a “Do Not Track” (DNT) or similar feature that signals to websites that a visitor does not want to have his/her online activity and behavior tracked. If a website operator that elects to respond to a particular DNT signal receives the DNT signal, the website operator may refrain from collecting certain Personal Information about the browser’s user. Not all browsers offer a DNT option and there is currently no industry consensus as to what constitutes a DNT signal. For these reasons, many website operators, including Denteractive, do not take action to respond to DNT signals.
4.3. Options for Opting out of Cookies and Mobile Device Identifiers
Some web browsers (including some mobile web browsers) allow you to reject Cookies or to alert you when a Cookie is placed on your computer, tablet or mobile device. You may be able to reject mobile device identifiers by activating the appropriate setting on your mobile device. Although you are not required to accept Denteractive’s Cookies or mobile device identifiers, if you block or reject them, you may not have access to all features available through the Services.
You may opt out of receiving certain Cookies and certain trackers by visiting the Network Advertising Initiative (NAI) opt out page or the Digital Advertising Alliance (DAA) consumer opt-out page. When you use these opt-out features, an “opt-out” Cookie will be placed on your computer or tablet indicating that you do not want to receive interest-based advertising from NAI or DAA member companies. If you delete Cookies on your computer or tablet, you may need to opt out again. Please note that opting out of interest-based advertising does not mean you will no longer see Denteractive’s advertisements; rather, opting out means that the advertisements that you do see are not interest-based advertisements. Also, opting out does not mean that Denteractive is no longer using Tracking Tools — Denteractive still may collect information about your use of the Services even after you have opted out of interest-based advertisements.
5. INFORMATION PROVIDED BY OR ON BEHALF OF CHILDREN
The Services are not intended for use by children and children under the age of 13 are prohibited from using the Services. Denteractive does not knowingly collect any information from children, nor are the Services directed to children.
By accessing, using and/or submitting information to or through the Services, you represent that you are not younger than age 13. If we learn that we have received any information directly from a child under age 13 without his/her parent’s written consent, we will use that information only to respond directly to that child (or his/her parent or legal guardian) to inform the child that he/she cannot use the Services and subsequently we will delete that information.
6. USE OF INFORMATION
We use your information, including Personal Information, to provide the Services to you and to help improve them, including to:
- provide you with the products, servicesandinformation you request and respond to correspondence that we receive from you;
- provide, maintain, administer or expand the Services, perform business analyses, or for other internal purposes to support, improve or enhance our business, the Services, and other products and services we offer;
- notify you about certain resources or Healthcare Providers we think you may be interested in learning more;
- send you information aboutDenteractiveor our products or Services;
- contact you when necessary or requested, including to remind you of an upcoming appointment;
- customize and tailor your experience of the Services;
- send emails and other communications that display content that we think will interest you and according to your preferences;
- use statistical information that we collect in any way permitted by law, including from third parties in connection with their commercial and marketing efforts; and
- prevent, detect and investigate security breaches and potentially illegal or prohibited activities.
We may use information that is neither Personal Information nor PHI (including non-PHI Personal Information that has been de-identified and/or aggregated) for any reason at our sole discretion.
7. DISCLOSURE OF INFORMATION
We may disclose certain information that we collect from you:
- We may share your Personal Information with Healthcare Providers with which you choose to schedule through the Services. For example, if you elect to complete a Medical History Form using the Services in advance of an appointment, we may share your Medical History Form with your Healthcare Providers. You also may choose to store but not share withDenteractiveyour Medical History Form.
- We may share your Personal Information with your Healthcare Providers to enable them to refer you to and make appointments with other Healthcare Providers on your behalf or to perform analyses on potential health issues or treatments, provided that you choose to use the applicable Services.
- We may share your Personal Information with Healthcare Providers in the event of an emergency.
- We may also share your Personal Information with organizations that collect, aggregate and organize your information so they can make it more easily accessible to your Healthcare Providers.
- We may share your email address with our business partners solely to enable them to helpDenteractivecustomize our advertising, e.g., to enable us to contact you on non-Denteractivewebsites. We do not sell email addresses to third parties.
- We may share your Personal Information and Traffic Data with our business partners who perform core services (such as hosting, billing, fulfillment, or data storage and security) related to our operation of the Services and/or by making certain features available to our users.
- We may transfer information about you, including your Personal Information, to another company in connection with a merger, sale, acquisition or other change of ownership or control by or ofDenteractive(whether in whole or in part). When one of these events occurs, we will use reasonable efforts to notify you before your information becomes subject to different privacy and security policies and practices.
8. PUBLIC INFORMATION
Any information that you may reveal in a review posting or online discussion or forum is intentionally open to the public and is not in any way private. We recommend that you carefully consider whether to disclose any Personal Information in any public posting or forum. What you have written may be seen and/or collected by third parties and may be used by others in ways we are unable to control or predict.
9. STORAGE AND SECURITY OF INFORMATION
The security of your Personal Information is important to us. We endeavor to follow generally accepted industry standards to protect the Personal Information submitted to us, both during transmission and in storage. For example, when you enter sensitive information on our Site, we encrypt that information using secure socket layer technology.
10. CONTROLLING YOUR PERSONAL INFORMATION
11. LINKS TO OTHER WEBSITES
12. UPDATES AND CHANGES TO PRIVATE POLICY
Denteractive Solutions Inc. | 23 Corporate Plaza Drive, Suite 150, Newport Beach, CA 92660 | 888-574-7754