TERMS OF USE
IMMERSIVE DENTAL SYSTEMS, LLC and DENTAL EDUTECH, LLC
These Terms of Use (this “Agreement”) set forth the terms and conditions upon which Immersive Dental Systems, LLC, an Arizona Limited Liability Company (“Immersive”) and/or Dental EduTech, LLC, an Arizona Limited Liability Company (“EduTech”) (Immersive and EduTech are both singularly and collectively referred to as “Company,” “we,” or “us”) will provide access to and allow the use of their services and products (including the Dental Radiography Simulator of Immersive and the Dental Local Anesthesia Simulator of EduTech) (collectively, the “Services”) by You, a user of the Services (“you” or “User”). The Company will make the Services available to You in one of the following ways: through the platform of Teachable, Inc., through the websites of the Company, through mobile applications, or otherwise.
You should read this Agreement carefully. By indicating acceptance of this Agreement or by using the Services, you are entering into a legally binding agreement with us (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you do not agree to these terms and conditions, you must not use the Services.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY. PLEASE READ THIS AGREEMENT CAREFULLY.
1. Nature of the Service. (A) General. The Services allow Users to access certain information or other content (which may include data, text, video, images or other materials or information) that is designed to be used solely for educational or reference purposes (the “Specified Purpose”).
(B) Educational Disclaimer. You understand and agree that the Services contain educational and reference information that is not intended to replace an accredited educational degree program or instruction provided by qualified dental instructors and that, to the extent any information provided as part of the Services is contrary to or inconsistent with any guidance or direction provided by an accredited educational degree program or qualified dental instructors, you should follow the guidance of the accredited educational degree program and/or the qualified dental instructors.
(C) No Medical or Clinical Services. THE COMPANY IS NOT A PROVIDER OF MEDICAL OR DENTAL SERVICES AND DOES NOT PROVIDE PROFESSIONAL MEDICAL, DENTAL OR CLINICAL SERVICES OR ADVICE. THE SERVICES PROVIDED BY THE COMPANY DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL, DENTAL OR CLINICAL ADVICE OR OPINIONS.
(D) Children. The Services are not directed to and should not be accessed or used by users under the age of 13. The Services do not knowingly collect personal information from children under the age of 13. If you are under the age of 13, you are not permitted to register as a User or to send personal information to Company.
2. Registration; Limitations on Use. (A) In order to use the Services, you may be required to provide us with your information, which may include first name, last name, title, name of organization, email address, and telephone number, create a password and register with us. If you are using the Services on behalf of an organization, you may need to also provide us with information in order to confirm, or permit us to confirm, any relationship between you and such organization. We may also request additional information from you. You represent and warrant to us that you will provide us with accurate, current and complete registration information. You are responsible for your registration, and for all use of the Services using any User credentials or passwords issued to you or chosen by you.
(B) You represent, warrant and agree that your access to the Services is for your individual educational or reference purposes only, that you will not share your access to the Services with any other person, will not charge any other person for any use of or access to the Services, and will not attempt to sub-license or otherwise commercially exploit or profit from the Services. Any access to the Services that you are granted, or account you create to access the Services, including your username and password, is for your personal, individual use only and may not be used by any other individual or entity. You agree to maintain as confidential all credentials and passwords that allow you access to the Services and that you will not provide those credentials to any other person or otherwise facilitate their access to the Services. If you permit any other person or individual to use your access to the Services you will be in breach of this Agreement and, at a minimum, your limited license to use the Services will be terminated.
3. Fees and Orders. The Services, or certain features of the Services, are available only if certain subscription fees or other fees (collectively, “Fees”) are paid by you, or for your benefit (e.g., we may permit a third-party to pay certain Fees for your benefit). If you purchase any subscription plan for the Services or certain features of the Services, you must pay any applicable Fees, a schedule of which will be provided before fees are charged. You will provide us with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by any bank or payment provider, you are still liable to pay the Fees. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). In the event of any payment or other dispute between us and you, you agree to reimburse us for our reasonable costs of collection, including attorney’s fees. We reserve the right to accept, refuse or cancel any orders placed through the Services, without liability or justification. We will process a refund if your order was cancelled by us after your credit card or other payment method has been charged.
4. Our Ownership Rights. (A) The Services, including all aspects of the Company websites and applications (including Our Property, as defined below), is the property of, and owned by, Company and its licensors. All of the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Services or otherwise embodied in or displayed through the Services are “Our Property.” For clarity, any questions, formats, templates, methodologies, rules, algorithms and software used to create Your Content are Our Property. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited. You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by you or others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of this Agreement, without any requirement to post a bond. You further acknowledge and understand that you may be subject to criminal or civil penalties for violation of the restrictions set forth in this paragraph.
(B) Subject to the terms and conditions herein, we grant you a non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Services for your own Specified Purpose (as defined above), as permitted by this Agreement, only during the period of the license granted to you. We reserve all other rights.
5. Use of the Services. (A) You must comply with any rules and policies about use of the Services that we publish from time to time. These rules and policies will be available on the Services, or in the case of products, on the Company’s web site or in the app store where the product was purchased. Certain features, pages or content within the Services may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.
(B) Subject to the terms and conditions herein, you are permitted to use the Services solely for the Specified Purpose (as defined above) during the period of the license that is granted to you.
6. Feedback. If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Services (collectively “Feedback”), the Feedback will be the sole property of Company. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
7. Warranty Disclaimer and Limitations of Liability. (A) THE SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS AND WITH NO WARRANTIES OF ANY KIND OR NATURE. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. THE WARRANTIES THAT WE DISCLAIM INCLUDE (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICES OR OUR PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES OR OUR PROPERTY. We may pause, interrupt or terminate the Services at any time. You should expect periodic downtime for updates to the Services. No advice or information, whether oral or written, obtained by you from us or through the Services will create any other warranty.
(B) UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM US ANY DAMAGES OF ANY NATURE OR KIND, INCLUDING ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES OR OUR PROPERTY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND THAT UNDER THIS AGREEMENT YOU HAVE AGREED TO WAIVE AND RELEASE US FROM ANY CLAIM FOR DAMAGES OR OTHER INJURY.
8. Cloud Services and Third-Party Services. Without limitation of the disclaimers and limitations of liability set forth in Section 7, you acknowledge and agree as follows: (a) we provide the Services using cloud computing services of one or more third-party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Services would vary if we provided the Services other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider. The Services may depend upon, interact with or enable access to third-parties’ information, other content, services or websites (each, a “Third-Party Service”), which may in each case be accompanied by separate terms of use. Use of each Third-Party Service may require that you accept additional terms of use. You must comply with the applicable terms of use when using the Services.
9. Indemnification. You agree to defend and indemnify us, and our licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorney’s fees (“Liabilities”) arising out of or related to your breach of this Agreement or your use of or reliance on the Services. We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us. You will cooperate with us with respect to such defense and settlement. Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.
10. Our Privacy Policy. We operate the Services under the Privacy Policies published at www.immersiveDental.com and www.dentaledutech.com (the “Privacy Policy”), which are hereby incorporated into this Agreement. Each party shall comply with the Privacy Policy.
11. Suspension and Termination. Your right to use the Services will terminate when your subscription ends. In addition, we reserve the right to suspend or terminate your access to the Services at any time for any reason. We also reserve the right to cease to offer the Services at any time. If your access to the Services is terminated or we cease to offer the Services for any reason, you agree: (a) to continue to be bound by restrictions, limitations and obligations contained in this Agreement, including those set forth in all of the other Sections of this Agreement, (b) to immediately stop using the Services, (c) that the license and rights to use the Services provided to you under this Agreement shall end, (d) that we have the right (but not the obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Services or for termination of access to your account.
12. Modification of Services and Agreement. We reserve the right at any time to modify the Services or to terminate the Services completely, and to do so without notice to you. You also understand and agree that We have the right to amend this Agreement prospectively. If we do so, we will provide notice on our website or through mobile or desktop applications. You are responsible to check our website for any such changes and if you do not accept them should refrain from further use of the Services. You agree that your continued use of the Services constitutes your agreement to any such amendments to this Agreement.
13. Applicable Law and Exclusive Jurisdiction for Disputes. You and we each agree that all disputes or other matters arising from or relating to this Agreement, or the use or operation of the Services, will be governed by the substantive laws of the State of Arizona, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law, and that all claims of any nature or kind will be subject to the exclusive jurisdiction of the Courts of the State of Arizona located in Coconino County, Arizona. Any action or proceeding by you relating to any claim arising from or relating to the Services or this Agreement must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.
14. Force Majeure. In no event will we be liable for any failure to provide the Services or comply with this Agreement to the extent that such failure is caused by or arises from factors outside our reasonable control. Without limitation of the foregoing, we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Services or using or disclosing any of Your Content.
15. Compliance with Laws. You will comply with all laws and regulations applicable to your activities under or in connection with this Agreement, including without limitation United States export control laws, regulations and executive orders.
16. Geography. We are based in the United States. We provide the Services for use only by persons located in the United States and in a limited number of other countries. We make no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If your access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
17. General Provisions. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and any express waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on us unless made in an express writing signed by us. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then all other provisions of this Agreement will remain in full force and effect and this Agreement will be deemed reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third-party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. We may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), including to any purchaser of our business, from time-to-time in our sole discretion. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Services shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement. There shall be no third-party beneficiaries to this Agreement.
Version: February 16, 2022.