Terms of Serivce

1. Introduction

1.1. Scope

These Terms of Service (these “Terms") of Ora Dental, LLC ("we," "our," or "us"), are an agreement that describes your and our rights, obligations, and responsibilities.

More specifically, these Terms govern how you may access and use: (i) oradental.com, its subdomains, and any other website where these Terms are posted, including any content and functionality therein (the “Website”); and (ii) our online hosted services; and (iii) our "Support Services," meaning, collectively, our email and phone support, implementation services, and documentation ((i) through (iii) collectively, the "Services").

1.2. Read these Terms Carefully

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY USING OUR WEBSITE, OR AGREEING TO THESE TERMS IN AN ORDER FORM OR OTHER ORDERING DOCUMENT REFERENCING THESE TERMS, OR BY ACCESSING OR USING THE SERVICES, YOU SIGNIFY THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; AND (II) YOU HAVE READ, UNDERSTAND, AND ACKNOWLEDGE OUR PRIVACY POLICY, WHICH IS AVAILABLE AT Privacy Policy | Ora ("PRIVACY POLICY") AND IS INCORPORATED INTO THESE TERMS BY REFERENCE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED UNDER THESE TERMS.

1.3. Organizations

If you are an individual and you access or use our Services on behalf of a company, organization, principal, or other entity, such as your employer (each, together with its affiliates, an "Organization"), then: (i) these Terms are an agreement between us and you and us and that Organization; (ii) you represent and warrant that you have the authority to bind that Organization to these Terms (and if you do not have the authority, you may not access or use our Services); (iii) your acceptance of these Terms will bind such Organization to these Terms; (iv) your individual right to access and use our Services may be suspended or terminated if you cease to be associated with, or cease to use an email address associated with, owned by, or provisioned by, that Organization; (v) we may disclose information regarding you and your use of the Services, including Your Content (defined below), to such Organization, or to appropriate individuals associated with that Organization; and (vi) the terms “you” and “your”, as used in these Terms, refer to both you and such Organization.  

You represent and warrant that all information that you provide to us regarding any Organization on whose behalf you use our Services, including information identifying other users associated with such Organization or email domains owned by such Organization, is and at all times will be truthful, accurate, and complete, and that you will immediately notify us should any such information change or no longer be truthful, accurate, or complete.

If you are an Organization on whose behalf an individual user is accessing or using our Services as described above, then you are responsible for the acts and omissions of all such individual users, and for ensuring that all such individual users comply with these Terms.

2. Our Services

2.1. Eligibility

By using the Website, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Website with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Website and agree to these Terms of Use. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Website at any time or in any manner or submit any information to us or the Website.

You may use our Services only if you can form a legally binding contract with us (and on behalf of your Organization as applicable), and only in compliance with these Terms and all applicable local, state, national, and international laws, rules, and regulations.  

2.2. Restrictions

Subject to your compliance with these Terms, you may access and use our Services during the Subscription Term (defined below), except as may be limited by your Organization. You may use the Services only for lawful purposes and in accordance with these Terms of Use. You shall not, and shall not permit others, to use the Services to:

• defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

• disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation;

• sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering;

• interfere with or disrupt the integrity or performance of the Services;

• permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit;

• copy the Services or any part, feature, function, software code or user interface thereof;

• frame or mirror any part of the Services, other than framing on your Organization’s own intranets;

• access the Service in order to build a competitive product or service;  

• decompile, reverse-engineer, disassemble, or otherwise attempt, directly or indirectly, to obtain or create source code for the Service (to the extent this restriction is permitted by law);  

• violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

• use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; or

• introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful or attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

2.3. Your Content

You (on behalf of yourself and your Organization, if applicable, and your other licensors) grant, and you represent and warrant that you have all rights necessary to grant, us an irrevocable, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to access, use, copy, store, modify, and display any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through our Services ("Your Content") solely: (i) to provide, maintain, improve, or optimize use of our Services; (ii) to perform such other actions as authorized by you in connection with your use of our Services; (iii) where necessary (in our sole discretion) to ensure the stability and security of our Services and our systems; and (iv) for any other purpose consistent with the Privacy Policy.

2.4. Usage Data

We may collect and analyze data and other information regarding your use of the Services, including access, usage patterns, and performance (collectively, "Usage Data"). We are free at any time (including after termination of these Terms) to use such data and information for our business purposes. For clarity, Usage Data does not include Your Content.

2.5. Service Changes, Suspension, and Termination

We may change our Services, stop providing our Services or features of our Services to you or to our users generally, change or stop providing a particular Subscription Plan (defined below) or features thereof, or create usage limits for our Services. We may permanently or temporarily terminate or suspend your access to our Services without notice or liability, without cause or for any reason, including if in our sole discretion you violate any provision of these Terms. Upon termination, you continue to be bound by these Terms.

3. Our Intellectual Property

You acknowledge and agree that our Services and all materials and content displayed or made available on our Services, and all software, algorithms, code, technology, and intellectual property underlying and included in or with our Services, and all intellectual property rights therein and thereto throughout the world (collectively and individually, our "Intellectual Property"), are our (or our licensors’ as applicable) sole and exclusive property. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any intellectual property rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any of our Intellectual Property.

You may choose, or we may invite you, to submit comments, feedback, or ideas about our Services, including about how to improve our Services ("Feedback"). You agree that we will own any such Feedback, and that we are free to use the Feedback without any additional compensation to you, and to disclose the Feedback on a non-confidential basis or otherwise to anyone. You acknowledge that, by accepting your submission of Feedback, we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

4. Charges and Payment

All fees for the Services exclude all sales taxes, fees, use taxes, charges, duties, levies and similar governmental charges (“Sales Taxes”) imposed on the provision of the Services and all such Sales Taxes shall be borne solely by and paid by you and deemed to be in addition to the fees charged in connection with the Services. Where applicable, you shall be responsible for all Sales Taxes and we reserve the right to collect Sales Taxes retroactively. We may, at any time, add new services for additional fees and charges, or prospectively modify fees and charges for existing services (including prospectively charging fees for the Services not previously charged for) on notice as provided herein. You acknowledge that it is your responsibility to ensure payment is made in advance for all paid aspects of the Services, and to ensure that your credit or debit cards or other payment instruments accepted by us and/or our third party processor, continue to be valid and sufficient for such purposes. We may suspend or terminate your use of the Services in the event of any payment delinquency. You will not be entitled to any refund on termination or expiration of the Agreement. All payments once made to us shall have been earned by us as of the date of payment. You will not be entitled to any refund or credits for the partial use of the Services at any time.

5. Privacy

By using our Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy, and acknowledge that we may collect, use, and disclose your personal information and aggregated and/or anonymized data as set forth in our Privacy Policy.  

6. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect our opinion. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

The Website may contain links to other sites and resources provided by third parties, including, e.g., business partners, sponsors, and advertisers. If you use these links, you will leave the Website. In addition, certain areas of the Website may allow you to interact or conduct transactions with third-party sites. If so, you may be able to configure the privacy settings of your account on a third-party site to permit your activities to be shared with your contacts on that third-party site.  These links are provided for your convenience only.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

7. Indemnity

You agree to defend, indemnify, and hold us and our affiliates, agents, service providers, or licensors (and our and their employees, contractors, agents, officers, and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including attorney’s fees) arising from: (i) your access to or use of our Services; (ii) your violation of these Terms; (iii) your violation of any third-party right, including any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule, or regulation; or (v) any third party’s access to or use of our Services with your username(s), password(s), or other security code(s).

8. No Warranty

OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF OUR SERVICES ARE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON OUR WEBSITE IS ACCURATE, RELIABLE OR CORRECT; THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; THAT OUR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT OUR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF OUR SERVICES.

FEDERAL LAW, SOME STATES OR PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF OUR SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS, OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS, OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES YOU PAID TO US HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE.  THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER CLAIM OR INCIDENT.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Copyright Policy

If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Website, please provide our designated agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the copyright owner.

• Identification of the copyrighted work that you claimed has been infringed.

• Identification of the content that is claimed to be infringing and information reasonably sufficient to permit us to locate the material.

• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

• A statement that you have a good faith belief that use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law.

• A statement, under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to us by emailing legal@oradental.com.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

10.1 Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification.  

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to us that includes all of the following information:

• Your physical or electronic signature;

• Identification of the content that has been removed or disabled, and the location at which the content appeared before it was removed or disabled;

• A statement from you under the penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of a mistake or misidentification of the content to be removed or disabled; and

• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

We reserve the right, in our sole discretion, to terminate the account or access of any user of our Services who is the subject of repeated DMCA or other infringement notifications.

11. Governing Law and Jury Trial Waiver

11.1. Governing Law

These Terms will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Diego County, California.

The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

11.2. Jury Trial Waiver

YOU AND WE AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

12. Export Controls and Geographic Restrictions

12.1 Government Use

If the Services are being used by or on behalf of the United States Government or another governmental entity, then the following provision applies. The Services are “commercial computer software” and/or “commercial computer software documentation” as defined in Federal Acquisition Regulation (48 C.F.R. Chapter 1, or “FAR”) 2.101 or similar law, regulation or provision.  In accordance with FAR 12.212, Department of Defense FAR Supplement (“DFARS”) 227.7202, or other similar law, regulation or provision, as applicable, any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. government or other governmental entity will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement.  All terms of this Agreement apply except to the limited extent the U.S. government or other governmental entity is prohibited by federal or other procurement law from agreeing to such terms.  If and to the extent any provision in this Agreement is so prohibited, such provision shall be deemed modified only to the extent reasonably necessary to conform to applicable law while giving maximum effect to the Agreement as written.

12.2 Export Control

You understand and acknowledge that we or our Services may be subject to export control laws and regulations. You agree to comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither you, nor any person to which you make our Services available or that is acting on your behalf, or, if you are an Organization, any of your subsidiaries, or any of your or their directors, officers or employees, or any person owning 50% or more of your equity securities or other equivalent voting interests, is (i) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity, or (ii) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.  

13. Publicity Rights

We may identify you as our customer on our Website and in our promotional materials. We will promptly stop doing so upon your request.

14. General

14.1. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

14.2. Changes to these Terms

We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. In such cases, we will update the “Last Updated” date at the top of this page. We may notify you of updates by posting the modified Terms on our website, by displaying a notice within the Services, or through other communications. Your continued use of our Services after any change to these Terms constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to use or access) our Services.

14.3. Entire Agreement/Severability

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with our Services (and including any terms incorporated herein by reference), will constitute the entire agreement between you and us concerning our Services. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of our Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.

14.4. No Waiver

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

14.5. California Residents

The provider of the Services is Ora Dental, LLC. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

14.6. Contact

If you have any questions about these Terms, please contact us at legal@oradental.com.

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