Effective Date: January 1, 2015
Last Updated Date: January 1, 2015
I.Introduction and Eligibility
Binding Agreement. These Terms constitute a binding agreement between you and Integrated Media Solutions, LLC and its affiliates and subsidiaries ("Integrated Media Solutions," "we," "us"). "You" and "users" shall mean all visitors to the Sites. You accept these Terms each time you access the Sites. If you do not accept these Terms, you must not use the Sites. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Sites.
Revisions to Terms. We may revise these Terms at any time by posting an updated version. You should visit this page periodically to review the most current Terms, because you are bound by them. Your continued use of the Sites after a change to these Terms constitutes your binding acceptance of these Terms.
The terms "post" and "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Sites.
The "Sites" means any website, mobile application, or Internet service under Integrated Media Solutions's control, whether partial or otherwise, in connection with providing its services, including: Dentalproductshopper.com, Dentallearning.net, Hygieneproductshopper.com, Labproductshopper.com, Dental360.net, AmericanDentalLabs.net, and Integrated Media Solutions' Events Online. The Sites provide online platforms to learn more about dental products and education.
Products' and Services' Descriptions, Prices, and Specifications. Integrated Media Solutions attempts to be as accurate as possible when describing products and services on the Service. However, Integrated Media Solutions does not warrant that product or service descriptions, prices, specifications, or other information are accurate, complete, reliable, current, or error-free. If a product or service we offer through the Service does not match its description, your sole remedies are to stop using the Service. All descriptions, prices, specifications, and other information about products and services are subject to change at any time without notice.
Promotions. We and third parties on our behalf may run promotions, including sweepstakes and contests. The specific rules and regulations governing promotions will vary, and your participation constitutes your agreement to abide by those rules and regulations.
Fees. Integrated Media Solutions may charge users a fee to access certain portions or content of the Sites. The amount of any fees may be revised by Integrated Media Solutions from time to time and will be communicated to the user at the time of the transaction. Such fee schedule is incorporated by reference into these Terms. Integrated Media Solutions will provide notice to users of any subscription fee changes prior to charging them.
You Agree To Pay Us For Your Purchases. You agree to pay any fees for access or subscriptions you agree to purchase through the Sites. You agree that we may charge your selected payment method, either directly or through the services of a third-party payment processor, for any such payments.
Subscription Auto-Renewal. We may provide annual or monthly subscriptions to use certain Sites functionality. We will automatically renew your membership at the end of the prior subscription period. If you have a monthly subscription, we will renew your subscription for another month. If you have a yearly subscription, we will renew your subscription for another year on the same day you signed up. Payment will be taken on the same day of the following month for a monthly subscription or following year for an annual subscription. We will automatically charge the payment method you used to pay for the prior subscription period. We will continue to charge the payment account you provided to pay for the subscription until you choose to terminate your account. If the payment method our service provider has on file does not make the payment, we may terminate or suspend your subscription. When you have an annual subscription, we will attempt to notify you prior to the end of the current subscription period that your subscription will be renewed. We will continue to take payment to pay for active subscriptions until the user cancels the subscription. Subscriptions may be cancelled at any time, but refunds are limited according to our refund policy below.
Coupon Codes and Promotions. We may run promotions or provide coupon codes for discounts on fees. The specific rules and regulations governing promotions and coupon codes will vary, and your participation constitutes your agreement to abide by those rules and regulations.
Pre-Authorization. When you provide billing information to us to pay for any fees related to using the Sites, we, through our third-party payment processor, may seek pre-authorization of your account prior to a purchase to verify the account is valid and/or has the necessary funds or credit available to cover your purchase. These pre-authorizations may reduce your available balance by the authorization amount until it is released or reconciled with the actual charge.
Timing of Charges. Charges occur within a reasonable time of the transaction or shortly thereafter.
Invoices. We will email you using the email address associated with your account any invoices of fees paid.
Refunds. We generally do not provide refunds. We reserve the right, but are not obligated, to refund some or all fees paid to us on a case-by-case basis. Please contact firstname.lastname@example.org to dispute a charge or request a refund.
Taxes. "Taxes" include sales, use, value added, or transaction taxes and other government-imposed fees and charges. You are responsible for determining and paying the appropriate taxes resulting from a transaction occurring through the Sites. Integrated Media Solutions is not responsible for collecting, reporting, paying, or remitting to you any such taxes, unless required by law.
Currency. All monetary transactions take place in U.S. dollars.
Third-Party Payment Processors. Integrated Media Solutions currently uses third-party payment processors for electronic commerce. Our third-party payment processor accepts payments through methods detailed on the applicable payment screen. Only those payment methods accepted by our third-party payment processor can be used to pay a fee through the Sites.
Availability of Certain Forms of Payment. Integrated Media Solutions makes no representations and warranties about the continued availability of any particular form of payment method made available for use with the Sites.
Fees Charged by Third-Party Payment Processors. The Sites currently use third parties to process payments. Use of such third-party payment services is subject to their terms and conditions of use. Those third parties may charge fees to process payments, and Integrated Media Solutions is not responsible for any fees charged by them. Integrated Media Solutions disclaims all liability with regards to any fees or problems you have with third-party payment processors.
IV.Eligibility to Use the Sites
Children. No part of the Sites is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The Sites AT ANY TIME OR IN ANY MANNER.
Agent of a Company, Entity, or Organization. If you are using the Sites on behalf of a company, entity, or organization (collectively "Organization"), then you represent and warrant that you:
1. are an authorized representative of that Organization;
2. have the authority to bind that Organization to these Terms; and
3. agree to be bound by these Terms on behalf of that Organization.
You represent and warrant that the information you provide to Integrated Media Solutions upon the licensing of the Sites and at all other times will be true, accurate, current, and complete.
Your Log-In Credentials. To use parts of the Sites, you may have log-in information, including a username and password. Your account is personal to you, and you may not share your account information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your access credentials, you agree to use reasonable efforts to prevent unauthorized access to or use of the Sites and to preserve the confidentiality of your username and password, and any device that you use to access the Sites.
You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify Integrated Media Solutions by e-mail to email@example.com. You will be solely responsible for the losses incurred by the Integrated Media Solutions and others due to any unauthorized use of your account.
You agree to receive email from us at the email address you provided to us for customer service-related purposes.
No SPAM. You agree that your use of the Sites shall not include sending unsolicited marketing messages or broadcasts (i.e., spam). You will not use the "tell a friend" service or any other functionality of the Sites to send commercial email messages without the recipients' consent. We may utilize any means possible to block spammers and abusers from using the Sites. If you believe spam originated from the Sites, please email us immediately at firstname.lastname@example.org.
Electronic Notices. By using the Sites or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Sites. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the Sites or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at email@example.com.
VII.Integrated Media Solutions' Content Ownership and Use
The contents of the Sites include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Integrated Media Solutions content (collectively, "Integrated Media Solutions Content"). All Integrated Media Solutions Content and the compilation (meaning the collection, arrangement, and assembly) of all Integrated Media Solutions Content are the property of Integrated Media Solutions or its licensors and are protected under copyright, trademark, and other laws.
License to You. We authorize you, subject to these Terms, to access and use the Sites and the Integrated Media Solutions Content solely for the personal use of the Sites, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Integrated Media Solutions Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Integrated Media Solutions Content on any copy you make of the Integrated Media Solutions Content.
Integrated Media Solutions Marks. "Integrated Media Solutions," the Integrated Media Solutions logo, and other Integrated Media Solutions logos and product and service names are or may be trademarks of Integrated Media Solutions (the "Integrated Media Solutions Marks"). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use the Integrated Media Solutions Marks in any manner.
VIII.User Content and Our License to Use It
Integrated Media Solutions Claims No Ownership. The Sites may provide you with the ability to create, post, or share content, such as product reviews and comments ("Your User Content"). Integrated Media Solutions claims no ownership or control over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Sites. You are responsible for protecting those rights.
You Acquire No Ownership of Others' Content. You understand and agree that you will not obtain, as a result of your use of the Sites, any right, title, or interest in or to such content delivered via the Sites or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Sites or otherwise have the right to grant the license set forth in these Terms, (ii) the posting and use of Your User Content on or through the Sites does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the Sites does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Sites. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
The Sites contains content from users and other Integrated Media Solutions licensors. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Sites.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Sites infringe your copyright, you (or your agent) may send us a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
1. A physical or electronic signature of a person authorized to act on behalf of the owner of the works that have been allegedly infringed;
2. Identification of the copyrighted work alleged to have been infringed (or if multiple copyrighted works located on the Sites are covered by a single notification, a representative list of such works);
3. Identification of the specific material alleged to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on the Sites;
4. Your name, address, telephone number, and email address (if available);
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We may terminate the accounts and/or prevent content posting of users who repeatedly infringe copyright holders' copyrights. A "repeat infringer" is a user who, on more than two occasions, has been determined by final order of a United States court to have infringed the copyright rights of a third party by providing infringing content through the Sites.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Sites should be sent to Integrated Media Solutions, LLC, Attn: Copyright Agent, 500 Craig Road, Suite 101, Manalapan, NJ 07726 or firstname.lastname@example.org. Consult your legal advisor and see 17 U.S.C. § 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
X.Suggestions and Submissions
We appreciate hearing from our users and welcome your comments regarding the Sites. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials ("creative ideas"), we shall:
1. own, exclusively, all now known or later discovered rights to the creative ideas;
2. not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
3. be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
XI.User Content Disclaimers, Limitations, and Prohibitions
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users ("User Content"). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Sites you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You are solely responsible for Your User Content on the Sites. Integrated Media Solutions does not endorse any, nor is it responsible for, User Content on the Sites. You assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
You agree to use the Sites only for their intended purpose and in an authorized manner. You must use the Sites in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Sites are prohibited. You may not:
1. attempt to interfere with, harm, reverse engineer, decompile, disassemble, steal from, or gain unauthorized access to the Sites, user accounts, or the technology and equipment supporting the Sites, in whole or in part;
2. frame or link to the Sites without permission;
3. use data mining, robots, scraping, or other data gathering methods or devices on or through the Sites, unless specifically allowed by these Terms;
4. post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
5. disclose personal information about another person or harass, abuse, or post objectionable material;
6. transfer, distribute, sell, lease, license or sublicense access to the Sites to a third party without our express written consent;
7. provide, disclose, divulge or make available to, or permit use of the Sites to any third party (except your ordinary course service providers, but excluding any service provider engaged by you to develop a database or product that would compete with the Sites);
8. allow access to the Sites by any person other than an authorized user;
9. develop any database, product, or service that is comparable to or would compete with the Sites and data available through the Sites, even if access to such database, product, or service is for internal use and not available to third parties;
10. write or develop any derivative software or any other software program based upon the Sites or any Integrated Media Solutions Content;
11. post advertising or marketing links or content, except as specifically allowed by these Terms;
12. use the Sites in an illegal way or to commit an illegal act in relation to the Sites or that otherwise results in fines, penalties, and other liability to Integrated Media Solutions or others; or
13. access the Sites from a jurisdiction where it is illegal or unauthorized.
XII.Consequences of Violating These Terms
Account Termination. We reserve the right to suspend or terminate your account and prevent access to the Sites for any reason, at our discretion. We reserve the right to refuse to provide the Sites to you in the future.
Liquidated Damages for Taking Integrated Media Solutions Content. You agree that you will be liable to Integrated Media Solutions for any "database creation" using data from the Sites in breach of these Terms, by you and your affiliates, consultants, agents, contractors or employees and anyone else accessing the Sites on your behalf (directly or indirectly), and you agree to pay Integrated Media Solutions liquidated damages as described below for any such breach of these Terms. "Database creation" means using any of the prohibited actions listed in Section XI above to collect information from the Sites and create a database, product, or service comparable or in competition with the data provided through the Sites, regardless of whether such database, product, or service is marketed, sold, or made public. You agree that damages to Integrated Media Solutions from such breach of these Terms would be extremely difficult to quantify. Therefore, at Integrated Media Solutions' option, in lieu of actual damages, Integrated Media Solutions will be entitled to $500,000 in liquidated damages, which the parties agree is a reasonable estimate of Integrated Media Solutions damages for such a breach and is not intended to be a penalty.
Content Removal. Integrated Media Solutions may review and remove any User Content at any time for any reason, including for activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Sites.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Sites.
XIII.Integrated Media Solutions' Liability
Changes to the Sites. We may change, suspend, or discontinue any aspect of the Sites at any time, including hours of operation or availability of the Sites or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Sites. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Integrated Media Solutions of all claims, demands, and damages in disputes among users of the Sites. You also agree not to involve us in such disputes. Use caution and common sense when using the Sites.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Sites. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Sites. Use the Sites at your own risk.
Third-Party Websites and Applications. The Sites may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.
Third-Party Functionality. The Sites may allow you to use third-party content and functionality. You use such content or functionality subject to such third parties' terms and conditions.
We make no promises and disclaim all liability of specific results from the use of the Sites.
Released Parties Defined. "Released Parties" include Integrated Media Solutions and its affiliates, officers, employees, agents, partners, and licensors.
A.DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE Sites AND ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Sites IS AT YOUR SOLE RISK, AND THE Sites AND ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Sites ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY THE RELEASED PARTIES OR OTHER PERSONS ON OR THROUGH THE Sites, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE Sites OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Sites WILL MEET YOUR REQUIREMENTS, (ii) THE Sites WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE Sites WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE ON THE Sites WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE Sites WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Sites IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B.LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE Sites OR ANY PRODUCTS OR SERVICES MADE AVAILABLE ON OR THROUGH THE Sites; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Sites; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE Sites; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (vi) ANY OTHER MATTER RELATING TO THE Sites. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES' COLLECTIVE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE Sites OR YOUR USE OF INTEGRATED MEDIA SOLUTIONS CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Integrated Media Solutions Content, or (iii) your breach of these Terms. We shall provide notice to you promptly of any such claim, suit, or proceeding.
XV.Arbitration, Class Waiver, and Waiver of Jury Trial
These Terms and the relationship between you and Integrated Media Solutions shall be governed by the laws of the state of New Jersey without regard to its conflict of law provisions. You and Integrated Media Solutions agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Sites under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Monmouth county in the state of New Jersey. You covenant not to sue Integrated Media Solutions in any other forum.
You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Sites or these Terms:
•YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
•YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
•YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
Integrated Media Solutions, LLC
500 Craig Road
Manalapan, NJ 07726