These Website or Application Standard Terms and Conditions written on this webpage shall manage your use of our website, Toothority Patient Education accessible at https://toothority.com.
These Terms will be applied fully and affect to your use of this Website or Application. By using this Website or Application, you agreed to accept all terms and conditions written in here. You must not use this Website or Application if you disagree with any of these Website or Application Standard Terms and Conditions.
Under these Terms, Clue Dental Marketing Inc, and/or its licensors own all the intellectual property rights and materials contained in this Website or Application. By visiting this Website or Application, you are granted limited license only for purposes of viewing the material contained on this Website or Application. The Website or Application and Patient Education Materials (including but not limited to the video, voice, and image content and the Toothority online video player itself, software and other materials) have been created by Clue Dental Marketing Inc. and are protected by US Copyright, Trademark and other US and foreign laws. Unauthorized use of the Website or Application and Patient Education Materials may violate copyright, trademark, and other laws. Nothing contained in this agreement is meant to transfer ownership of the Website or Application or any Patient Education Materials, including but not limited to any Website or Application coding, Website or Application content, Patient Education movies, images, or any coding of the Toothority player itself. Clue Dental Marketing Inc. will maintain sole and exclusive ownership of all rights, title, and interest in the Website or Application and it’s coding, website content, Patient Education videos, images and all modifications and enhancements thereof.
You are specifically restricted from all of the following:
Certain areas of this Website or Application are restricted from being access by you and Clue Dental Marketing Inc. may further restrict access by you to any areas of this Website or Application, at any time, in absolute discretion. Any user ID and password you may have for this Website or Application are confidential and you must maintain confidentiality as well.
This Website or Application is provided "as is," with all faults, and Clue Dental Marketing Inc. expresses no representations or warranties, of any kind related to this Website or Application or the materials contained on this Website or Application. Also, nothing contained on this Website or Application shall be interpreted as advising you.
The Toothority Patient Educational Materials (including but not limited to education movies, images etc) are provided on an “as is” basis without any warranties of any kind. Clue Dental Marking makes no representation or warranties, express or implied, about the accuracy, reliability, completeness, or timeliness of the dental Patient Education Materials, including any implied warranty of non- infringement, merchantability or fitness for a particular purpose, or implied warranties arising from course of dealing or course of performance.
Clue Dental Marketing Inc. does not provide any medical advice, professional diagnoses, treatment, medical opinions or recommendations regarding any dental procedures, follow-ups, hygiene habits, or related dental or medical conditions. Any information provided by Toothority, is for general information purposes only. The information provided is not a substitute for medical or professional care and should not be construed as such. Clue Dental Marketing Inc. does not advise, and is not liable or responsible for, any advice, course of treatment, diagnosis, or other course of action, which may or may not be undertaken by User after reviewing Clue Dental Marketing Inc.’s patient education materials.
In no event shall Clue Dental Marketing Inc. nor any of its officers, directors and employees, shall be held liable for anything arising out of or in any way connected with your use of this Website or Application whether such liability is under contract. Clue Dental Marketing Inc., including its officers, directors and employees shall not be held liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website or Application.
You hereby indemnify to the fullest extent Clue Dental Marketing Inc. from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to your breach of any of the provisions of these Terms.
If any provision of these Terms is found to be invalid under any applicable law, such provisions shall be deleted without affecting the remaining provisions herein.
Clue Dental Marketing Inc. is permitted to revise these Terms at any time as it sees fit, and by using this Website or Application you are expected to review these Terms on a regular basis.
The Clue Dental Marketing Inc. is allowed to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
These Terms constitute the entire agreement between Clue Dental Marketing Inc. and you in relation to your use of this Website or Application, and supersede all prior agreements and understandings.
These Terms will be governed by and interpreted in accordance with the laws of the State of us, and you submit to the non-exclusive jurisdiction of the state and federal courts located in us for the resolution of any disputes.
The following Terms and Conditions of Use (the "Agreement") constitute a legal agreement between Clue Dental Marketing Inc (“Clue”), whose principle place of business is 16W345 83rd Street Suite A&B Burr Ridge, IL 60527 and (“Client”) the end user of the Toothority Patient Education videos. Please read the following Agreement carefully as it stipulates the specific conditions under which you may use Clue’s Services and Intellectual Property, including but not limited to: Toothority Patient Education Videos and Still Images (“Toothority”).
ARTICLE 1: GENERAL
1.1 Term and Termination.
Term. This Agreement shall commence on the date first noted above and shall continue through the Contract Term, if one has been provided above, or on a month-to-month basis if no Contract Term has been provided above.
ARTICLE 2: SCOPE OF SERVICES AND RESTRICTIONS
2.1 Scope of Services.
The Toothority Patient Educational Materials provide general information for patient educational purposes. The Patient Education Materials may be viewed during the term of this contract only via the Authorized Website or Application. The patient education materials may be viewed by the visitors of the Authorized Website or Application. The authorized practice and its dental team may view and show the Patient Education Materials to current and prospective patients (via the Authorized Website or Application) at the sole location listed in this agreement. Exhibitions (including but not limited to lectures, other social media sites etc.) outside of the authorized dental office and website are not permitted.
Any Toothority Patient Education content, its coding, the videos, and images may not be copied, reproduced, republished, downloaded, uploaded, posted, transmitted, distributed, shared or used in any other way not explicitly granted to Client in writing in this agreement. Client may not sublicense, sell, transfer, copy, modify, or distribute Toothority and its videos/images, or any wordage, adaptation, or portion thereof. Client may not reverse assemble, compile or otherwise translate the videos. Clue Dental Marketing reserves all rights not expressly granted in these Terms of and Conditions of Use.
ARTICLE 3: ERRORS, REPRESENTATIONS AND WARRANTIES, AND MONITORING
Clue does not warrant that Toothority will operate error-free. Clue does not guarantee error-free work. Errors or mistakes incurred as a result of any oversight on Clue’s behalf will be corrected, free of cost, within a reasonable time period. Clue cannot be held financially responsible for any lost revenue or profits (to include production, collection, or any future revenue), including but not limited to lost or damaged patient and/or referral or vendor relationships resulting from any inadvertent error, omission, or mistake.
3.2 Representations and Warranties.
The Toothority Patient Educational Materials (including but not limited to education movies, images etc.) are provided on an “as is” basis without any warranties of any kind. Clue Dental Marking makes no representation or warranties, express or implied, about the accuracy, reliability, completeness, or timeliness of the dental Patient Education Materials, including any implied warranty of non- infringement, merchantability or fitness for a particular purpose, or implied warranties arising from course of dealing or course of performance. Clue does not provide any medical advice, professional diagnoses, treatment, medical opinions or recommendations regarding any dental procedures, follow-ups, hygiene habits, or related dental or medical conditions. Any information provided by Toothority, is for general information purposes only. The information provided is not a substitute for medical or professional care and should not be construed as such. Clue does not advise, and is not liable or responsible for, any advice, course of treatment, diagnosis, or other course of action, which may or may not be undertaken by Client after reviewing Clue’s patient education materials.
3.3 Monitoring and Use of Images.
Clue may, from time to time, monitor and compile statistical information concerning Toothority, including, without limitation to "traffic" or "views", referral rates, and number of patients, and reserves the right to aggregate and incorporate such information into summaries and other such analyses that are to be used for Clue’s service development and/or for marketing purposes. Client consents to Clue's collection and use of such information for such purposes.
ARTICLE 4: LIMITATION OF LIABILITY; INDEMNIFICATION.
4.1 Limitation of Liability;
Indemnification. Clue shall not be liable to Client for any loss incurred in the performance of Services hereunder unless caused by Clue's intentional misconduct. Client agrees, at its sole expense, to indemnify, defend, and hold harmless Clue and its officers, directors, employees and agents, from and against any damages, claims, liabilities, losses, or suits brought by third parties against Clue arising from the performance of Clue's Services hereunder, unless caused by Clue's intentional misconduct. Client further agrees that in no event shall Clue be liable for any indirect, incidental, special, exemplary, consequential, punitive, or other indirect damages, of any nature, for any reason, including without limitation lost profits or lost business opportunities arising from or related to the performance of Clue's Services hereunder, unless caused by Clue's intentional misconduct.
ARTICLE 5: MISCELLANEOUS.
5.1 Events of Default.
Each of the following events shall constitute an event of Default under this Agreement: (i) Client uses Toothority, or any other Clue Intellectual Property in a manner not specifically authorized in this Agreement or as otherwise may be agreed to by Clue in writing; (ii) Client provides access to Toothority, or any other Clue Intellectual Property to any person or persons not specifically authorized within this Agreement. Copyright infringement by Client shall also constitute an event of default and is subject to civil and criminal penalties defined in section 106 of the Copyright Act (Title 17 of the United States Code, Sections 504, 505) which provides for civil statutory fixed infringement penalties of $750- $150,000 per work/item infringed. Client and Clue hereby agree that determination of existence of copyright infringement by Client on any Clue-provided Material will be done by a mutually-agreed upon neutral arbitrator.
5.2 Entire Agreement.
This Agreement, together with any Attachments incorporated herein by reference, constitute the entire Agreement between Clue and Client. There are no terms, conditions, or provisions, either oral or written, between the Parties hereto other than those contained herein. This Agreement supersedes any and all written representations, inducements, or understandings of any kind or nature between the Parties hereto relating to the transactions involved herein.
The terms and conditions of this Agreement may be changed by the mutual consent of the Parties hereto. No changes, amendments, modifications, cancellations, or discharges of this Agreement, or any part thereof, however, will be valid unless agreed to in writing and signed by the Parties hereto, or their respective successors and assigns.
5.4 Governing Law.
This Agreement will be governed in all respects in accordance with the laws of the State of Illinois.
If any provision of this Agreement will be held, or deemed to be, or will in fact be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all cases because it conflicts with any other provision or provisions hereof or of any constitutional, statute, ordinance, rule of law or public policy, or for any other reason, such circumstances will not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstances, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses or Sections contained in this Agreement will not affect the remaining portions of this Agreement or any part hereof.
Failure to invoke any right, condition, or covenant in this Agreement by either Party shall not be deemed to imply or constitute a waiver of any right, condition, or covenant and neither Party may rely on such failure.
Any headings of this Agreement are for convenience of reference only and do not define or limit the provisions thereof. Words of any gender will be deemed and construed to include correlative words of the other genders. Words importing the singular number will include the plural number and vice versa, unless the context will otherwise indicate. All references to any exhibit or document will be deemed to include all supplements and/or amendments to any such exhibits or documents entered into in accordance with the terms and conditions hereof and thereof. All references to any person or entity will be deemed to include any person or entity succeeding to the rights, duties, and obligations of such person(s) or entities in accordance with the terms and conditions of this Agreement.
5.8 Legal Right.
Both Parties covenant and warrant that each has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Each Party shall indemnify and hold harmless the other from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements.
The terms and obligations of Section 1.2 and Section 4.2 shall survive and remain in full force and effect after termination of this Agreement regardless of the cause of such termination.
ARTICLE 8: NOTICE.
Any notice or communication permitted or required by this Agreement shall be deemed effective when communicated in writing.