Effective Date: 11/06/2024
Welcome and thank you for visiting Septodont. These Terms of Use (“Terms”) apply to (a) the website located at www.septodontusa.com, any other websites, mobile applications, and online platforms operated by Septodont, Inc. (“Septodont,” “we,” “us,” and “our”) where these Terms are posted (collectively, the “Platforms”) and (b) all services, features, and functionalities available on the Platforms (the “Services, and, together with the Platforms, the “Sites”).
Certain Services may be subject to different or additional terms, rules, guidelines, or policies (“Additional Terms”), and we may provide such Additional Terms to you via postings, pop-up notices, links, or other means. All Additional Terms are hereby incorporated by reference into these Terms. As such, any reference to the “Terms” herein includes the Additional Terms. From time to time, Additional Terms may conflict with the provisions herein. In the event of such a conflict, the Additional Terms will control.
If you are an individual using the Sites on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind the Organization to these Terms. In that case, all subsequent references to “you” and “your” in these Terms will refer to both you personally and to the Organization that you represent.
Please read these Terms carefully, as they affect your legal rights. IN PARTICULAR, PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH IN SECTION 19, WHICH, SUBJECT TO SOME LIMITED EXCEPTIONS, REQUIRES US TO ARBITRATE ANY DISPUTES (DEFINED BELOW) ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT NEITHER PARTY WILL HAVE THE RIGHT (A) FOR A JUDGE OR JURY TO DECIDE ITS CLAIMS OR (B) TO PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
These Terms represent a binding contract between Septodont and you. By using the Sites, except for the limited purpose of reviewing these Terms, you expressly represent that you (a) are at least eighteen (18) years of age and have reached the age of majority in your jurisdiction of residence and (b) have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, or if these Terms are not enforceable where you are located, you may not use the Sites.
We would not provide the Sites without the conditions in these Terms. If you use the Sites after reviewing the Terms but later seek to repudiate them or any aspect thereof, you agree that such action would constitute a breach of these Terms, prohibiting you from enforcing any aspect of the Terms and entitling us to damages resulting from your breach.
The Sites are provided for general, informational purposes only. They are intended to provide information on the dental products we offer, the procedures for which they can be used, and educational content about the practice of dentistry to (a) professionals engaged in the practice of dentistry and employees, agents, and other individuals acting on their behalf in a professional capacity (collectively, “Dental Professionals”) and (b) students enrolled in a graduate level dental school (“Dental Students”).
The Sites do not provide any dental or medical advice, or any other type of professional advice. As such, you agree that your use of the Sites does not in any way create a dentist-patient or physician-patient relationship, any sort of confidential relationship, or any other relationship that would give rise to any duties on the part of Septodont. The information on the Sites is not intended, nor should it ever be used, as a substitute for professional dental or medical advice or treatment. If you need such advice or treatment, please see a qualified healthcare provider, and do not use the Sites for that purpose. You should never disregard dental or medical advice or delay in seeking dental or medical advice or treatment because of something you read on the Sites. If you are experiencing a medical emergency, you should not rely on the Sites and should instead seek appropriate emergency medical assistance, such as by calling “911.”
Further, while the Sites provide information that may be of interest to Dental Professionals and Dental Students, such information is general in nature and does not take into account any individual Dental Professional’s or Dental Student’s patients. The information on the Sites is provided to Dental Professionals and Dental Students solely for their consideration and should not be relied upon when making treatment decisions. Nothing on the Sites should be taken as a recommendation to use any product or procedure, or otherwise take or refrain from any action, in connection with the treatment of any patient. Dental Professionals and Dental Students should always use their best judgment as to the suitability of any product or procedure for their patients and should seek out qualified advice and training as needed. Relatedly, Dental Professionals and Dental Students should never use a product or engage in a procedure referenced on the Sites unless they have all necessary qualifications, academic, professional, or otherwise. Further, every patient and case are different, requiring individualized treatment and judgment. As such, we make no representation or warranty that use of the products or procedures referenced on the Sites will result in any particular treatment outcome.
IF you use any products or employ any procedures referenced on the Sites in connection with your dental practice, you do so entirely at your own risk.
The Sites include an artificial intelligence-powered chatbot service (the “Chatbot”). If you interact with the Chatbot, you are not communicating with a human representative of Septodont; you are communicating with an automated system that generates responses to your inputs based on machine-learning algorithms (“Chatbot Output”). The Chatbot is intended for use by Dental Professionals and Dental Students only. If you are not a Dental Professional or Dental Student, you are prohibited from using the Chatbot.
The Chatbot is provided for the limited purposes of (a) providing information and answering questions related to Septodont products; (b) collecting user feedback regarding the use of Septodont products, including feedback related to product quality issues and pharmacovigilance incidents; and (c) otherwise assisting users with their use of the Sites. You agree to use the Chatbot solely for the intended purposes set forth in the preceding sentence and otherwise in compliance with these Terms. Further, when communicating with the Chatbot, you agree not to submit (a) any protected health information (whether your own or that of another person) or (b) the personal information of any person other than yourself absent such person’s express written permission.
While we strive to provide accurate information through the Chatbot, given the nature of the technology, we cannot guarantee, and disclaim all representations and warranties related to, the Chatbot, including the accuracy, reliability, timeliness, usefulness, and completeness of the Chatbot Output. Your use of the Chatbot may result in Chatbot Output that is incorrect, confusing, misleading, unrelated to your input, and/or not useful. You should always verify, and should never rely solely upon, any and all Chatbot Output. Further, the Chatbot should never be used or relied upon when making decisions related to the treatment of dental patients. For avoidance of doubt, Chatbot Output is not, and should never be treated as, any kind of dental or medical advice or recommendation. YOU understand and agree that your use of the Chatbot is done entirely at your own risk, AND YOU WAIVE ALL CLAIMS RELATED IN ANY WAY TO YOUR USE OF THE CHATBOT.
Your interactions with the Chatbot may be recorded and retained by Septodont for the purpose of addressing your inquiries and otherwise assisting you, improving the operation of the Chatbot, and
for any other purposes described in our Privacy Policy, and we may disclose these records to third parties in a manner consistent with our Privacy Policy.
The Sites and all of their contents, including all data, information, text, software, photos, audio and video content, graphics, images, Trademarks (defined below), icons, and the design, selection, and arrangement thereof (the “Septodont Content”) are the exclusive property of Septodont or our licensors, and may not be used or exploited in any way without prior written consent.
We are providing you with access to the Sites and the Septodont Content pursuant to a limited, non-exclusive, non-sublicensable, non-transferable, revocable license (the “License”). The License is available to you unless and until you or we terminate these Terms, we otherwise suspend or terminate your access to the Sites, or you are barred from using the Sites by applicable law. Septodont reserves all right, title, and interest not expressly granted under the License to the fullest extent possible under applicable law.
Under the License, you are permitted to use the Sites and the Septodont Content solely for personal non-commercial or internal business purposes, and only in the following ways: (a) you may access and browse the Sites, and use the Services made available to you, using a device that you own or are authorized to use (an “Authorized Device”); (b) you may download the Septodont Content from the Sites and print out a hard copy, provided that you do not modify it in any way and do not remove or alter any copyright or other notice contained thereon; (c) you may install a copy of any mobile applications that we make available from time to time (collectively, the “Apps”) on an Authorized Device; and (d) your Authorized Device may temporarily store copies of the Septodont Content incidental to your use of the Sites.
You may not otherwise modify, publish, transmit, display, license, transfer, sell, create derivative works based on, or in any way exploit the Septodont Content without the prior written authorization of Septodont or our relevant licensor (as applicable). Without limiting the preceding sentence, you may not use any data mining, robots, or similar data gathering and extraction tools on the Septodont Content or frame any portion of the Septodont Content without our prior written consent. You agree not to attempt to circumvent any mechanisms on the Sites intended to prevent the unauthorized reproduction or distribution of the Septodont Content. Any unauthorized use of the Septodont Content may violate copyright laws, trademark laws, and other applicable laws. You agree to comply with reasonable written requests to help us protect our proprietary and intellectual property rights.
The Septodont Content includes the trademarks, service marks, logos, slogans, trade names, and trade dress used on the Sites (the “Trademarks”). The absence of a trademark notice or symbol indicating the registration or ownership of a Trademark does not constitute a waiver of Septodont’s or its licensor’s trademark or other rights. These Terms do not grant you any rights to use the Trademarks. Under no circumstances are you permitted to use the Trademarks in a manner that creates a likelihood of consumer confusion.
Finally, the Sites are intended for users genuinely interested in Septodont’s products and Services. Under no circumstances may the Sites or the Septodont Content be used for the purpose of, or with the intention of, initiating litigation or arbitration, including using the Sites in order to trigger or induce an alleged violation of any law (“Litigation Purposes”). Use of the Sites for Litigation Purposes is strictly prohibited, exceeds the parameters of the License, and, as such, constitutes a breach by you of these Terms. In such circumstances, Septodont may elect to terminate these Terms, without prejudice to our ability to seek damages, including attorneys’ fees, resulting from your breach.
The Sites may contain video content, audiovisual content, or content of a like nature (collectively, “Video Content”). Video Content is provided for the purpose of enhancing the user experience on the Sites and is, therefore, provided in connection with Septodont’s business activities related to the manufacture and sale of dental products. Septodont is not in the business of renting, selling, or delivering Video Content in a commercial manner. By using the Sites, you agree that Septodont is not a “video tape service provider,” as defined in the Video Privacy Protection Act (“VPPA”), 18 U.S.C.A. § 2710, or similar state laws.
Further, the Sites may include online technologies and code-based tools, including cookies, pixels, web beacons, and software development kits, that track information about your activity on the Sites (collectively, “Cookies”). Cookies may result in information about your activity on the Sites being transmitted from your browser to Septodont and to third parties, which, in turn, may result in the display of targeted advertisements on third-party websites, services, or platforms (“External Sites”). Whether Cookies on the Sites result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of Septodont’s knowledge or control, including what External Sites you use, what information you have provided to External Sites, and whether (and the extent to which) you have limited the use of Cookies by the operators of External Sites.
You hereby acknowledge and agree that, if Cookies on the Sites result in your browser’s transmission of information to EXTERNAL SITES, (A) such transmissions do not constitute a “knowing disclosure” of “personally identifiable information” by SEPTODONT under the VPPA and (B) you will not initiate any litigation or otherwise assert any claim against SEPTODONT based, in whole or in part, on such transmissions, whether under the VPPA, the California Invasion of Privacy Act (Cal. Penal Code § 630 et seq.), or any other statute, regulation, or cause of action.
Certain Services may permit users to submit, post, link, send, share, or otherwise make available (“Share”) information and content on or through the Sites (“User Content”). User Content has not necessarily been reviewed or approved by Septodont, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness, timeliness, or any other aspect of any User Content. Any views or opinions expressed in User Content belong to the users who shared the content and not to Septodont. Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and shall have no liability related to, any User Content, including your reliance on such content.
You will retain ownership of any intellectual property rights that you own in your User Content. However, in exchange for the opportunity to use the Sites, when you Share User Content you automatically grant to Septodont a royalty-free, perpetual, irrevocable, worldwide, unlimited, sublicensable, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display, and otherwise use and exploit your User Content for any purpose (commercial or otherwise) and in any media, medium, form, format, and forum now known or hereafter developed (the “User Content License”). We may sublicense the rights granted under the User Content License through multiple tiers of sublicenses. By sharing User Content, you represent and warrant that you possess all rights and permissions necessary to grant the User Content License to Septodont.
User Content shall not be deemed confidential and Septodont shall not have any obligation to keep any such content confidential. Septodont shall be free to use any ideas, concepts, know-how, or techniques contained in your User Content for any purpose whatsoever, including developing, manufacturing, and marketing products incorporating or based on your User Content, all without any compensation or attribution to you.
For avoidance of doubt, all User Content on the Sites is considered Septodont Content. As such, aside from the limited right to access and use the Sites and the Septodont Content granted in the License, you may not use or exploit User Content shared by another party in any way without the prior written permission of the owner of such content.
By using the Sites, you agree not to Share any User Content or otherwise use the Sites in a manner that:
We reserve the right, but shall have no obligation, to investigate your use of the Sites in order to determine whether a violation of these Terms has occurred or to comply with any applicable law, regulation, legal process, or governmental request. Further, we shall be free to delete, move, edit, or refuse to post any User Content if we determine that it violates these Terms.
Further, you agree that Septodont has the right to (a) disclose your identity or other relevant information about you to any third party who claims that User Content Shared by you violates their rights; (b) take legal action, including referral to law enforcement, with respect to any suspected illegal or unauthorized use of the Sites; and (c) cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or information of any user of the Sites.
You hereby waive any claims related to or resulting from any action or inaction of Septodont with respect to (a) monitoring the Sites; (b) deleting, removing, modifying, or refusing to post any User Content; (iii) determining or enforcing compliance with these Terms; and (iv) cooperating with law enforcement or a court order concerning any matter related to the Sites. You further agree that Septodont shall not be liable to you with respect to any other user’s conduct that is prohibited under these Terms.
Notwithstanding the use restrictions in this Section 8, nothing in these Terms shall prohibit or restrict your ability to (a) make any “statement” protected by Cal. Civ. Code § 1670.8; (b) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C. § 45b; or (c) express or publish any review, performance assessment, or similar analysis (collectively, “Reviews”) about Septodont, its employees or agents, or its products or services, to the extent that such Reviews are protected under applicable law.
Certain Services may require you to create an Account on the Sites (an “Account”). You agree to provide truthful and accurate information during the Account creation process. You also agree to maintain the accuracy of any submitted information. If you provide information that is untrue, inaccurate, or incomplete, or otherwise act in a false or misleading manner during the Account creation process, we reserve the right to suspend or terminate your use of the Sites.
You agree that you are responsible for the acts and omissions of all persons using the Sites under your Account. If you believe someone has gained access to or used your password or Account without your authorization, you must notify us immediately. We reserve the right to access and disclose any information related to your Account, including your Account credentials, to comply with applicable laws and government requests.
Your submission of personal information through the Sites is governed by our Privacy Policy, which is hereby incorporated into these Terms by reference.
As such, by using the Sites after reviewing these Terms, you are representing to Septodont that you understand and accept how we collect, use, and disclose information concerning your use of the Sites, as set forth in our Privacy Policy. You understand and agree that (a) Septodont is justifiably relying on this representation in granting you access to the Sites and (b) if you later take legal action inconsistent with this representation, such action will constitute evidence that your representation was false. In that case, Septodont may elect to terminate these Terms, without prejudice to our ability to seek damages resulting from your breach. If you do not agree to the practices described in our Privacy Policy, you may not use the Sites or provide us with any information.
Further, when using the Sites, you are prohibited from Sharing (a) any protected health information, whether your own or that of another person or (b) the personal information of any other person unless you have their express written consent.
While we strive for the information on the Sites to be accurate, it is not possible to ensure that any website is completely free of human or technological errors. The Sites may contain mistakes, inaccuracies, or omissions (collectively, “Errors”), and they may relate to product information. Septodont reserves the right to correct any Errors and otherwise to change or update information on the Sites at any time and without prior notice.
Further, we cannot guarantee that your Authorized Device’s display of the colors of products on the Sites will always be accurate. Differences in color and other variations between a product displayed on the Sites and the actual product are possible due to display technologies or for other reasons.
The Sites may contain links or references to External Sites, which are provided solely for your convenience. We do not control or endorse any External Sites. These Terms do not apply to External Sites. We encourage you to read any terms of use and other policies applicable to any External Sites that you visit. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with YOUR use of or reliance on any content, goods, or services available on an External Site.
You are permitted to establish a hyperlink to the homepage of the Sites, provided that (a) you do so in a manner that is legal and does not state or imply any endorsement of or affiliation with the originating website, application, or service (the “Originating Site”) by Septodont; (b) the Originating Site contains no content that you would be prohibited from Sharing pursuant to these Terms or any applicable law; (iii) the Originating Site is owned by you or you have express written consent from the owner to establish the link; and (iv) you do not establish a deep-link or otherwise link to any page other than the homepage of the Sites. You agree to cooperate with us as requested to remove any links that we determine violate these Terms. We reserve the right to withdraw linking permission at any time and without notice.
A. THE SITES
THE SITES AND THE SEPTODONT CONTENT ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” SEPTODONT DISCLAIMS ALL WARRANTIES AS TO THE SITES, THE SEPTODONT CONTENT, AND ANY OTHER CONTENT AVAILABLE OR ACCESSIBLE THROUGH THE SITES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SEPTODONT OR A REPRESENTATIVE SHALL CREATE A WARRANTY. YOUR RELIANCE ON THE SITES AND THE SEPTODONT CONTENT IS DONE ENTIRELY AT YOUR OWN RISK.
WITHOUT LIMITING THE PRECEDING PARAGRAPH, SEPTODONT MAKES NO REPRESENTATION OR WARRANTY THAT (A) THE SEPTODONT CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, SUITABLE, OR TIMELY; OR (B) THE SITES WILL BE AVAILABLE, UNINTERRUPTED, NON-INFRINGING, ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, OR OTHER CONTENT AVAILABLE ON OR THROUGH THE SITES AND TO SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH CONTENT.
B. PRODUCTS
YOU UNDERSTAND AND AGREE THAT, UNLESS WE EXPRESSLY STATE IN WRITING THAT A WARRANTY APPLIES, THE PRODUCTS ADVERTISED ON THE SITES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
C. ADDITIONAL RIGHTS
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE EXCLUSIONS IN THIS SECTION 14 MAY NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO EXCLUDE ANY WARRANTIES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE TERMS OF THIS SECTION 14 SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
A. THE EXTENT OF OUR LIABILITY TO YOU
IN NO EVENT SHALL SEPTODONT OR ITS OFFICERS, SHAREHOLDERS, MANAGERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE SITES (THE “RELEASED PARTIES”) BE LIABLE FOR ANY OF THE FOLLOWING DAMAGES (IF ANY) ARISING IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) OR RELIANCE ON THE SITES OR YOUR USE OF ANY PRODUCTS ADVERTISED OR REFERENCED ON THE SITES: (A) INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS, IN ALL CASES WHETHER DIRECT OR INDIRECT; (C) DAMAGES, INCLUDING FOR ANY DELAY OR FAILURE IN PERFORMANCE, ARISING FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (D) DAMAGES ARISING FROM THE CONDUCT OF OTHER USERS OF THE SITES or their user content; (E) or damages relating to the delay, failure, interruption, disclosure, or corruption of any data or information transmitted in connection with the Sites.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE RELEASED PARTIES IN CONNECTION WITH ANY DISPUTE (DEFINED BELOW) EXCEED $100 USD.
THE LIMITATION OF LIABILITY IN THIS SECTION 15 APPLIES REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SEPTODONT IS ADVISED OF THE POSSIBILITY OF THE RELEVANT DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. FOR AVOIDANCE OF DOUBT, THIS SECTION DOES NOT NEGATE OR LIMIT ANY OTHER LIMITATIONS OR EXCLUSIONS OF LIABILITY FOUND ELSEWHERE IN THESE TERMS.
B. ADDITIONAL RIGHTS
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 15 MAY NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO EXCLUDE OR LIMIT ANY DAMAGES OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE TERMS OF THIS SECTION 15 SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify, hold harmless, and (at our option) defend Septodont from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to: (i) your breach of these Terms; (ii) any User Content you Share; and (iii) your violation of any law or the rights of a third party.
We reserve the right to assume exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with us if and as requested by us in the defense and settlement of such matter. In any case, you agree never to settle any matter for which your indemnification is required absent our prior written consent.
Septodont may, from time to time and in its sole discretion, modify these Terms. When we do so, we will update the “Effective Date” above. For material changes, we will seek to supplement such notice by email, a pop-up message on the Sites, another other prominent notice on the Sites, or by other reasonable means. Your continued use of the Sites following any such changes constitutes your acceptance of the Terms as modified. Should you not wish to be bound by the modified Terms, please do not make any further use of the Sites.
We also may change, restrict access to, suspend, or discontinue the Sites, or any portion of the Sites, at any time and without notice to you. You acknowledge and agree that Septodont will not be liable for any such actions.
These Terms will continue to apply until terminated by either you or Septodont. We may terminate these Terms or suspend, or terminate your access to the Sites, at any time if (a) we believe you have breached any of these Terms, (b) we stop providing the Sites or any material component thereof, or (c) as we believe necessary to comply with applicable law. You may terminate these Terms at any time by emailing us at gmontgomery@septodont.com with a request to terminate these Terms. If you have an Account, you can also terminate these Terms by deleting your Account. If you or we terminate these Terms, or if we suspend or terminate your access to the Sites, you agree that (a) your right to access and use the Sites ceases immediately, (b) we shall have no liability to you in connection with such suspension or termination, and (c) except as expressly provided otherwise by Septodont, we will not refund any amounts that you have already paid to us.
The following provisions shall survive the termination of these Terms: Section 3, 4, 5 (excluding the License), 6, 7, 8, 10, 14, 15, 16, 19, 20, and 23, and any other provisions of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.
If there is any controversy, claim, action, or dispute between you and Septodont arising out of or related to your use of the Sites, your use of any products displayed on the Sites, or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), you and Septodont agree to resolve the Dispute through the dispute resolution procedures set forth in this Section 19, even if the Dispute arose prior to the Effective Date of these Terms.
A. Informal Dispute Resolution
You and Septodont agree to first attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve the Dispute informally. The party with the complaint (the “Complaining Party”) shall send written notice to the other party (the “Receiving Party”) describing the facts and circumstances of the Dispute (a “Dispute Notice”).
All Dispute Notices must: (1) be signed by the Complaining Party; (2) include the Complaining Party’s name, physical address, and email address; (3) describe with specificity the nature and basis of the Dispute in a manner sufficient for the Receiving Party to evaluate the merits of the Complaining Party’s individualized claim, and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and Septodont. As such, your Dispute and the Disputes of other parties may not be combined into a single Dispute Notice.
Dispute Notices shall be sent to:
You and Septodont will attempt to resolve the Dispute through informal negotiation within sixty (60) days beginning on the date that a valid Dispute Notice is sent (the “Informal Negotiation Period”). During the Informal Negotiation Period, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and Septodont (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. Septodont will participate in the Conference through one or more representatives, which may include our counsel.
Both you and Septodont agree that the foregoing dispute resolution procedure (the “Informal Dispute Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation against the other party. If any aspect or requirement of the Informal Dispute Resolution Procedure has not been completed or satisfied, the parties agree that (a) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (b) unless prohibited by law, no arbitration administrator shall accept or administer any arbitration or demand fees in connection with the Dispute.
B. Individual Arbitration
IF ANY DISPUTE CANNOT BE RESOLVED BY THE INFORMAL DISPUTE RESOLUTION PROCEDURE, YOU AND SEPTODONT AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT NEITHER PARTY WILL HAVE, AND WE EACH HEREBY WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE OUR CLAIMS, AND THAT NEITHER YOU NOR SEPTODONT IS PERMITTED TO PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE CAPACITY. OTHER RIGHTS THAT YOU AND WE WOULD OTHERWISE HAVE IN COURT WILL NOT BE AVAILABLE OR WILL BE MORE LIMITED IN ARBITRATION, INCLUDING DISCOVERY AND APPEAL RIGHTS.
All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by these Terms), before one arbitrator to be mutually agreed upon by both parties (a Dispute submitted to JAMS for arbitration being a “Demand for Arbitration”). The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (the “Minimum Standards”) if (and only if) it is determined by JAMS or the arbitrator that the Minimum Standards are applicable to the Dispute. The Minimum Standards are available at www.jamsadr.com/consumer-minimum-standards. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $5,000 or less, you may choose to (a) have the arbitration conducted solely on the basis of the documents submitted to the arbitrator or (b) hold a hearing by teleconference or videoconference.
The arbitrator, and not any court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms is void or voidable. For the avoidance of doubt, you and Septodont agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this Section 19 or the arbitrability of any claim or counterclaim. The award rendered by the arbitrator may be confirmed and enforced in a court of competent jurisdiction.
C. Mass Arbitration
This Section 19(C) applies to Mass Arbitrations (defined below) and supersedes any provision to the contrary in these Terms.
If you or Septodont files a Demand for Arbitration that is one of fifty (50) or more similar Demands for Arbitration filed against the other party (i.e., against you or Septodont, as applicable) by parties represented by the same law firm or law firms acting in coordination (“Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the JAMS Mass Arbitration Procedures and Guidelines, including the JAMS Mass Arbitration Fee Schedule (the “Mass Arbitration Procedures”). The Mass Arbitration Procedures are available at www.jamsadr.com/mass-arbitration-procedures.
You and Septodont agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section 19 or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction.
D. Exceptions
Notwithstanding any other provision of this Section 19, you or Septodont may (a) bring an individual claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply (so long as the action is litigated exclusively in small claims court and is not removed or appealed to a court of general jurisdiction) and (b) file an individual claim in court to (i) enjoin the infringement or other misuse of its intellectual property rights or (ii) seek a declaration that the other party is in breach of these Terms. You and Septodont agree that any claims referenced in the preceding sentence must be brought and maintained on an individual basis.
In addition, nothing in these Terms prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
These Terms are governed by the laws of the State of New York, without resort to any conflict of laws principles (of New York or otherwise) that would result in the application of the laws of any other state. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.
Except for claims properly lodged in a small claims court in the United States, any Disputes not subject to arbitration pursuant Section 19, including those referenced in Section 19(D), shall be resolved by a court located in New York and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such Dispute.
Septodont controls and operates the Sites from within the United States. The Sites are intended for use by United States residents only. We make no representation or warranty that the Sites are appropriate or available for use or access in any location outside of the United States. Products discussed on the Sites may not be available in all territories and may not be approved by the applicable regulatory bodies for sale or use with the same indications, dosages, and/or restrictions in all countries.
We comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that material on the Sites infringes a copyright that you own or are authorized to enforce, please send a notice of copyright infringement (“Copyright Notice”) to our agent designated for responding to reports of copyright infringement (“Designated Agent”). In the subject line of your message, please include “Re: Claim of Copyright Infringement.” The contact information for our Designated Agent is as follows:
Legal Counsel
Septodont Inc.
25 Wolseley Court Cambridge, Ontario N1R 6X3, Canada
Phone: 15196234800
Email: legalamericas@septodont.com
To be effective, the Copyright Notice must be a written communication that includes the following:
When we receive a substantially compliant Copyright Notice, we will expeditiously remove or disable access to the allegedly infringing content. We will give notice to the user responsible for the content by means of a general notice on the Sites, email to the user’s address in our records, or written communication sent by first-class mail to the user’s physical address in our records. If you receive such a notice and believe that the content in question was removed as a result of mistake or misidentification, you may send a counter-notification to the Designated Agent (“Copyright Counter-Notification”).
To be effective, a Copyright Counter-Notification must be a written communication that includes the following:
In an effort to protect the rights of copyright owners, we maintain a policy of suspending or terminating access to the Sites, in appropriate circumstances and where technically feasible, of users we determine to be repeat infringers.
A. Interpretation
In these Terms, the words “include,” “includes,” and “including” are used in an illustrative sense and shall be construed as if followed by “without limitation.” Titles and headings to sections herein are included for convenience only and are not intended to affect the meaning or interpretation of these Terms. Any limited or specific disclaimers or limitations of liability found in these Terms shall not limit the effect, force, or breadth of any other disclaimers or limitations of liability in these Terms. When these Terms refer to a decision or action that will or may be made or taken by Septodont, such decision or action shall be made, taken, or refrained from in Septodont’s sole discretion and judgment.
B. No waiver
If Septodont does not exercise or enforce any legal right or remedy which is contained in these Terms (or which we have the benefit of under any applicable law or regulation), such action or inaction shall not be deemed a formal waiver of Septodont’s rights, and all such rights or remedies shall still be available to Septodont.
C. Severability
If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms.
D. Entire Agreement
These Terms (which, for avoidance of doubt, include all Additional Terms) set forth the entire understanding and agreement between us with respect to your use of the Sites.
E. Assignment
You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
F. No Relationship
These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Septodont.
G. Notice to California Residents.
If you are a California resident, with respect to any limitations or disclaimers of warranties or liability included in these Terms, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
H. Electronic Notices
You agree that all agreements, notices, disclosures, and other communications that Septodont provides to you (a) via a posting on the Sites or (b) an email to an address that we have on file for you will satisfy any legal requirement that such communications be in writing. You further agree that a printed version of these Terms and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms or your use of the Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If you have any questions, comments, or concerns about these Terms, please contact us at:
205 Granite Run Drive, Ste 150
legalamericas@septodont.com
Lancaster Pennsylvania 17601
Last updated: 12/17/2024
Effective: 1/17/2025
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