Terms and Conditions

Terms of Service

Please read these Terms of Service carefully as they contain important information about your legal rights, remedies, and obligations. By accessing or using the US Orthodontic Products Platform, you agree to comply with and be bound by these Terms of Service. Your continued access or use of the Service shall be deemed your acceptance of this legal disclaimer.

Please note: These Terms of Service contain an arbitration clause and class action waiver that applies to all US Orthodontic Products Users. By accepting these Terms of Service, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

 

Last Updated: October 27, 2020

 

Welcome and thank you for using US Orthodontic Products!

These Terms of Service (“Terms“) constitute a legally binding agreement (“Agreement“) between you and US Orthodontic Products (“we,” “us,” or “our“) governing your access to and use of the US Orthodontic Products website, including any subdomains thereof, and any other websites through which US Orthodontic Products makes its services available (collectively, “Website“), and application program interfaces(collectively, “Application“) and all associated services including information, software, product demonstration, text, displays, images, video, audio recordings, and user interfaces included in or generated by the Website, and the design, selection and arrangement thereof (collectively, “US Ortho Services“). The Website, Application and US Ortho Services together are herein after collectively referred to as the “US Ortho Platform“.

We may revise and update these Terms of Service from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. All material changes apply prospectively only. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.  When accepted by you, the revised Terms automatically revoke any license or other rights that we granted to you under the prior version.

Our collection and use of personal information in connection with your access to and use of the US Ortho Platform is described in our Privacy Statement.

 

Access

We reserve the right to terminate or modify the Website including any of its content, in whole or in part, in any manner in our sole discretion, without notice. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to all or part of the Website to registered Users or another subset of Users. You are solely responsible for making all arrangements necessary for you to access the Website.

 

Accounts

To access portions of the Website or certain resources, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website, and you hereby represent and warrant, that you are of the legal age of majority in the jurisdiction in which you reside and that all information you provide is correct, current and complete. If you choose, or you are provided with, a username, password or other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to anythird party. You agree that you are solely responsible to us for all activities identified with your account. You agree to immediately notify US Orthodontic Products of any unauthorized use of your username or password or any other breach of security. You must logout from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. US Orthodontic Products has the absolute right to disable any username or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of these Terms of Service.

 

Purchasing Terms

By purchasing a product from US Orthodontic Products, you understand and assume complete responsibility and risk for (i) reading, understanding, and following all instructions, warnings, and safety information; and (ii) proper assembly (if applicable), and regular service and maintenance of all items.

By making purchases on this website, you freely agree that the use of the items sold herein are undertaken at your sole risk, and that US Orthodontic Products, its manufacturers, and its distributors shall not be liable for any claims for personal injuries, wrongful death or damages, in any way, arising out of or connected to your use or anyone else’s use of the aforementioned products, or the negligence of US Orthodontic Products, its manufacturers, or its distributors. You freely agree to assume full responsibility for the risks involved, and warrant that you are a licensed professional.

All prices, specifications, and descriptions on this website are subject to change without prior notice. All listed values are in US Dollars. Once an order is processed, it cannot be cancelled.

 

Backorders

If an item you have ordered is on backorder, we will notify you via email to inform you of the estimated ship date. At that point you may choose to wait for the item or cancel the order. However, you may not cancel the order once the order has shipped.

 

User Content

US Orthodontic Products may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, suchas text, photos, audio, video, or other materials and information on or through the US Ortho Platform (“User Content”); and (ii) access and view User Content and any content that US Orthodontic Products itself makes available on or through the US Ortho Platform, including proprietary US Orthodontic Products content and any content licensed or authorized for use by or through US Orthodontic Products from a third party (“US Ortho Content” and together with User Content,”Collective Content”).

You are solely responsible for all User Content that you make available on or through the US Ortho Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the US Ortho Platform or you have all rights, licenses, consents and releases that are necessary to grant to US Orthodontic Products the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Contentor US Orthodontic Products’ use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii)is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence oractions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any US Orthodontic Products policy. US Orthodontic Products may, without prior notice, remove or disable access to any User Content that US Orthodontic Products finds to be in violation of these Terms or US Orthodontic Products’ then-current Policies, or otherwise may be harmful or objectionable to US Orthodontic Products, its Users, third parties, or property.

We may, but are under no obligation to, monitor or censor comments made by Users and we are not responsible for the accuracy, completeness, appropriateness or legality of anything posted, depicted or otherwise provided by third-party users and we disclaim any and all liability relating thereto.

 

Intellectual Property

Website 

The Website in its entirety is owned by US Orthodontic Products, Inc. or our licensors and is protected by United States and international laws regarding copyrights, patents, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website only for legitimate business purposes related to your role as a current or prospective customer, developer, partner, supplier or distributor of US Orthodontic Products. You shall not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any Website Content without US Orthodontic Products’ express prior written consent or except as expressly provided in these Terms of Service.

US Orthodontic Products Technology

As between US Orthodontic Products and you, all rights, title, and interest in and to all intellectual property rights in the US Orthodontic Products Technology are owned exclusively by US Orthodontic Products notwithstanding anyother provision in these Terms of Service. Except as otherwise expressly provided in these Terms of Service, US Orthodontic Products reserves all rights in the US Orthodontic Products Technology and does not grant you any rights, express or implied or by estoppel. As used herein, “US Orthodontic Products Technology” means: (a) US Orthodontic Products technology and methodologies (including, without limitation, products, product demonstration, software tools, hardware designs, algorithms, templates, software (in source and object forms), architecture, class libraries, objects and documentation) existing as of the Effective Date; (b) updates, upgrades, improvements, configurations, extensions, and derivative works of the foregoing, however made, and related technical or end user documentation or manuals; and (c) intellectual property anywhere in the world relating to the foregoing.

US Orthodontic Products Trademarks

US Orthodontic Products and all related, logos, product and service names, designs and slogans are trademarks or service marks of US Orthodontic Products or our affiliates or licensors. You must not use such marks without our prior written permission. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

 

User Content

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the US Ortho Platform, you grant to US Orthodontic Products a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the US Ortho Platform, in any media or platform. Unless you provide specific consent, US Orthodontic Products does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

Restrictions

No right, title or interest in or to the Website including Website Content and US Orthodontic Products Technology, is transferred to you.  

There are no implied licenses under these Terms of Service. US Orthodontic Products reserves all rights not expressly granted to you herein. Any use of the Website not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

You shall not (and shall not permit others to) do any of the following with respect to the Website or US Orthodontic Products Technology: (a) license, sublicense, sell, resell, rent, lease, transfer, distribute or time share it or otherwise make any of it available for access by third parties, including any derivative works of US Orthodontic Products Technology irrespective of which party authors such derivative works;  (b) use it on a production basis or with production data or use it to provide services to others including services of implementation, customization or configuration of the US Orthodontic Products Platform without written permission; (c) disassemble, decompile or reverse engineer it,particularly for the purpose of developing any product or services competitive with the US Orthodontic Products Platform generally; (d) subject to the preceding clause, use or access it for the purpose of developing products or service competitive with the platform component of the US Orthodontic Products product; (e) copy, create derivative works of, or otherwise modify it, except as expressly permitted hereunder; (f) disrupt its security, integrity or operation; (g) remove or modify a copyright or other proprietary rights notice in it; (h) use it to reproduce, distribute, display, store, transmit or use material or content protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (i) use it to damage the property of another; (j) use it in any manner which violates any applicable law or regulation; (k) use it in a manner that temporarily or permanently alters, erases, removes, copies, modifies, halts or disables any US Orthodontic Products or third-party data, software or network without authorization; (l) use it to create, use, send, store or run viruses or other harmful computer code; (m) use it in any manner that disables, hacks or interferes with any security, digital signing, digital rights management, verification or authentication mechanisms; or (n) use it in any manner that, in US Orthodontic Products’ reasonable judgment, circumvents the ordinary use or operation of the US Orthodontic Products Platform or APIs, disrupts US Orthodontic Products’ pricing structure or ability to provide services or support to customers, or allows any party to access US Orthodontic Products Technology in excess of such party’s authorized or normally intended use.

Before a User exercises any of the foregoing actions that the User believes it is entitled to, the User shall provide US Orthodontic Products with thirty (30) days prior written notice, or, if applicable law or the relevant court order does not allow for thirty (30) days’ notice, the maximum amount of notice allowable, and provide all reasonably requested information to allow US Orthodontic Products to assess User’s claim and, at US Orthodontic Products’ sole discretion, to provide alternatives that reduce any adverse impact on US Orthodontic Products’ intellectual property or other rights.

Please contact US Orthodontic Products if you need to make use of US Orthodontic Products Technology that is not permitted under these Terms of Service. Partner programs and commercial end user agreements may be available to meet your needs.

If you enter into a separate agreement with US Orthodontic Products that provides additional or different terms with respect to US Orthodontic Products Technology or its Services, then the terms of that separate agreement shall control over these Terms of Service.

 

Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the US Ortho Platform. In connection with your use of the US Ortho Platform, you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies;
  • use the US Ortho Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies US Orthodontic Products endorsement, partnership or otherwise misleads others as to your affiliation with US Orthodontic Products;
  • copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the US Orthodontic Products Platform in any way that is inconsistent with US Orthodontic Products’ Privacy Statement or these Terms or that otherwise violates the privacy rights of Users or third parties;
  • use the US Ortho Platform in connection with the distribution of unsolicited commercial messages (“spam”);
  • discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
  • misuse or abuse any services associated with the US Orthodontic Products as determined by US Orthodontic Products in its sole discretion;
  • use, display, mirror or frame the US Ortho Platform or Collective Content, or any individual element within the US Ortho Platform, US Orthodontic Products’ name, any US Orthodontic Products trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the US Ortho Platform, without US Orthodontic Products’ express written consent;
  • dilute, tarnish or otherwise harm the US Orthodontic Products brand in any way, including through unauthorized use of Collective Content, registering and/or using US Orthodontic Products or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are     confusingly similar to US Orthodontic Products domains, trademarks, taglines, promotional campaigns or Collective Content;
  • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the US Orthodontic Products Platform for any purpose;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by US Orthodontic Products or any of US Orthodontic Products’ providers or any other third party to protect the US Ortho Platform;
  • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the US OrthoPlatform;
  • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the US OrthoPlatform;
  • export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

 

You acknowledge that US Orthodontic Products has no obligation to monitor the access to or use of the US Ortho Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the US Ortho Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist US Orthodontic Products in good faith, and to provide US Orthodontic Products with such information and take such actions as may be reasonably requested by US Orthodontic Products with respect to any investigation undertaken by US Orthodontic Products or a representative of US Orthodontic Products regarding the use or abuse of the US Ortho Platform.

If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to US Orthodontic Products by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

 

Disclaimers

US Orthodontic Products cannot and does not promise or warrant that any aspect of the Website is free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.  US ORTHODONTIC PRODUCTS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

AS BETWEEN YOU AND US ORTHODONTIC PRODUCTS, YOUR USE OF THE WEBSITE, DEMOS, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING THE WEBSITE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE, ARE PROVIDED TO YOU BY US ORTHODONTIC PRODUCTS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER US ORTHODONTIC PRODUCTS NOR ANY PERSON ASSOCIATED WITH US ORTHODONTIC PRODUCTS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, SUITABILITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER US ORTHODONTIC PRODUCTS NOR ANYONE ASSOCIATED WITH US ORTHODONTIC PRODUCTS REPRESENTS OR WARRANTS THAT THE WEBSITE, INCLUDING THE WEBSITE CONTENT OR ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

US ORTHODONTIC PRODUCTS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE WEBSITE, THE WEBSITE CONTENT, DEMOS OR ANY SERVICES OR ITEMS OBTAIN THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

 

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

 

Liability

EXCEPT TO THE EXTENT THAT A DISCLAIMER OF LIABILITY IS PROHIBITED UNDER APPLICABLE LAW, IN NO EVENT WILL US ORTHODONTIC PRODUCTS, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND 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 WEBSITE, INCLUDING ANY COMMUNITY SERVICES, DEMOS, USER CONTENT, APPS, WEBSITE CONTENT OR SERVICES OR MATERIALS MADE AVAILABLE THROUGH THE WEBSITE, 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, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 

Indemnification

You agree to release, defend (at US Orthodontic Products’ option), indemnify, and hold US Orthodontic Products and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the US Orthodontic Products Platform or any US Orthodontic Products Services, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, (iv) your breach of anylaws, regulations or third party rights.

 

Termination

US Orthodontic Products may terminate these Terms of Service at any time for any reason by giving you notice, and all licenses, permissions and other rights granted to you hereunder shall immediately terminate.  Notwithstanding the termination of these Terms of Service for any reason, the intellectual property, disclaimers, liability, indemnification, dispute resolution and arbitration agreement, and general provisions sections herein shall survive.

 

Dispute Resolution and ArbitrationAgreement

Overview of Dispute Resolution Process.

US Orthodontic Products is committed to participating in a consumer-friendly disputeresolution process. To that end, these Terms provide for a two-part process:(1) an informal negotiation directly with US Orthodontic Products’ customer service team,and (2) a binding arbitration administered by the American ArbitrationAssociation (“AAA”) using it’s specially designed Consumer Arbitration Rules. Specifically, the Consumer Arbitration Rules provide:

  • Claims can be filed with AAA online (www.adr.org);
  • Arbitrators must be neutral and no party may unilaterally select an arbitrator;
  • Arbitrators must disclose any bias, interest in the result of the arbitration, or relationship with any party;
  • Parties retain the right to seek relief in small claims court for certain claims, at their option;
  • The initial filing fee for the consumer is capped at $200;
  • The consumer gets to elect the hearing location and can elect to participate live, by phone, video conference, or, for claims under $25,000, by the submission of documents;
  • The arbitrator can grant any remedy that the parties could have received in court to resolve the party’s individual claim.

 

Pre-Arbitration Dispute Resolution and Notification.

Prior to initiating an arbitration, you and US Orthodontic Products each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact US Orthodontic Products’ customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

 

Agreement to Arbitrate.

You and US Orthodontic Products mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the US Ortho Platform, the Services, or the Collective Content (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and US Orthodontic Products agree that the arbitrator will decide that issue.

 

Exceptions to Arbitration Agreement.

You and US Orthodontic Products each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

 

Arbitration Rules and Governing Law.

This Arbitration Agreement evidences a transaction in interstate commerce and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitration will be administered by AAA in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org or by calling the AAA at 1–800–778–7879.

 

Arbitration Hearing/Location.

In order to make the arbitration most convenient to you, US Orthodontic Products agrees that any required arbitration hearing may be conducted, at your option, (a) in the county where you reside; (b) in Alameda County; (c) in any other location to which you and US Orthodontic Products both agree; (d) via phone or video conference; or (e)for any claim or counter claim under $25,000, by solely the submission of documents to the arbitrator.

 

Attorney’s Fees and Costs.

Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). In all cases where required by law, US Orthodontic Products will pay the arbitrator’s and arbitration fees. If under applicable law US Orthodontic Products is not required to pay all of the arbitrator’s and/or arbitration fees, such fee(s) will be apportioned equally between the parties or as otherwise required by applicable law. However, you will not be required to bear any type of fee or expense that you would not be required to bear if you had filed the action in acourt of law. Any disputes in that regard will be resolved by the arbitrator as soon as practicable after the arbitrator is selected, and US Orthodontic Products shall bear all of the arbitrator’s and arbitration fees until such time as the arbitrator resolves any such dispute.

 

Arbitrator’s Decision.

The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

 

Jury Trial Waiver.

You and US Orthodontic Products acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

 

No Class Actions or Representative Proceedings.

You and US Orthodontic Products acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or anyother representative proceeding as to all Disputes. Further, unless you and US Orthodontic Products both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of anyclass or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

 

Severability.

Except as provided in this section, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

 

Changes.

Notwithstanding the provisions regarding modification of these Terms, if US Orthodontic Products changes this section (“DisputeResolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the “LastUpdated” date above or in the date of US Orthodontic Products’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and US Orthodontic Products in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

 

Survival.

This section will survive any termination of these Terms and will continue to apply even if you stop using the US Orthodontic Products Platform or terminate your US Orthodontic Products Account.

 

General Provisions

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between US Orthodontic Products and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between US Orthodontic Products and you in relation to the access to and use of the US Orthodontic Products Platform.

No joint venture, partnership, employment, or agency relationship exists between you and US Orthodontic Productsas a result of this Agreement or your use of the US Orthodontic Products Platform.

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

US Orthodontic Products’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

You may not assign, transfer or delegate this Agreement and your rights and obligations here under without US Orthodontic Products’ prior written consent. US Orthodontic Products may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreementat any time remains unaffected.

If your Country of Residence is the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claimsactions) that are excluded from the arbitration agreement section must be brought in state or federal court in Los Angeles County, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Los Angeles County, California.

Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by US Orthodontic Products via email, US Ortho Platform notification, or messaging service (including SMS and WeChat).

If you have any questions about theseTerms please get in touch with us at internetsales@usortho.com.