This User Agreement ("Agreement") is between Veneerray LLC, ("Veneerray") and the person or entity that has clicked the "AGREE" button at the end of this Agreement ("you," "your" or "yours"). This Agreement sets forth the general terms and conditions of your use of the Veneerray website ("Website") and the products and services purchased or accessed through the Website (individually and collectively, the "Services"), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services. By clicking the "AGREE" button you have agreed to comply with and be bound by all the terms of this Agreement.
VENEERRAY MAY CHANGE THIS AGREEMENT, VENEERRAY'S PRIVACY POLICY AND VENEERRAY'S CANCELLATION POLICY FROM TIME TO TIME, AND POST THOSE CHANGES HERE. VENEERRAY SHALL POST SUCH CHANGES AT LEAST THIRTY (30) DAYS BEFORE SUCH CHANGES BECOME EFFECTIVE, UNLESS SUCH CHANGES ARE IN RESPONSE TO A CHANGE IN LAW, JUDICIAL ORDER, OR AN URGENT CHANGE IN VENEERRAY'S BUSINESS, IN WHICH EVENT A SHORTER PERIOD MAY APPLY. YOU AGREE TO REVIEW THIS AGREEMENT AND PRIVACY POLICY FREQUENTLY TO NOTIFY YOURSELF OF SUCH CHANGES. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU ACTUALLY RECEIVE SUCH NOTIFICATION.
The Website contains many features, including the capacity to allow uploading, downloading, and streaming of certain photographic and video content. To use such features, you must create an account (“Account”) by registering with Veneerray. You may register by fully and accurately completing the sign up page and providing to Veneerray such fully accurate information as Veneerray may reasonably require, including without limitation, your name, street address, credit card information, email address, and zip code (collectively, "Practice Information"). You agree that account holder for any given registration must be a licensed dentist, and you hereby confirm that this is true. You agree to keep all Practice Information updated and accurate and to notify Veneerray immediately of any changes to your Account or Practice Information. Your Account is personal to you, and you may not share it or allow it to be used by anyone other than you. You are solely responsible to ensure that your Account is used only by you and in a manner consistent with this Agreement. Veneerray shall allow you to select a user name and password for your Account, subject to Veneerray's rules. You agree to keep such user name and password confidential and not allow any third party to access or use such user name or password. You agree to indemnify and defend Veneerray and hold Veneerray harmless from and against any losses or liabilities arising from any disclosure or unauthorized use of your user name or password.
Your data is used by Veneerray and its affiliates to provide the Services. Veneerray may share your contact data, but not any patient data, with Veneerray’s suppliers to facilitate provision of the Services, and you agree to such sharing your contact data.
You have the right to delete or request that we assist in deleting the Personal Data that We have collected about You.
You may update, amend, or delete Your information at any time by signing in to Your Account, if you have one, and visiting the account settings section that allows you to manage Your personal information. You may also contact us to request access to, correct, or delete any personal information. Please note, however, that We may need to retain certain information when we have a legal obligation or lawful basis to do so. We reserve the right to delete any submitted patient data 12 months after submission.
A. Fees. When you register and create an Account, you will be charged certain fees as described on the sign up page ("Fees") for your use of the Services pursuant to this Agreement, which Fees may include an initial Fee and subscription Fees on a regular basis. Veneerray reserves the right to change or modify its Fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to you. However, if you have purchased or ordered Services for a specified period of months or years, any subsequent changes or modifications in prices and fees for such services shall be effective only when such period expires. The amount of such Fees may depend on the type of Account you create, and Veneerray may from time to time offer "Premium" or other different types of accounts which will have a higher Fee than other accounts. All fees are in U.S. Dollars (USD). We are not responsible for any exchange rate variances, currency fluctuations, third party charges or fees associated with payment by any currency other than U.S. Dollars. In the case of a cancellation, fees may be returned minus the fees applicable for any use of the Services.
B. Taxes. You are responsible for all sales, use, personal property, value-added, withholding, and similar taxes (other than Veneerray’s income tax) (collectively “Taxes”) associated with the sale and use of the Services, even if such amounts are not listed on the sign-up page or an order form. If Veneerray is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Veneerray, upon request, with the appropriate, valid tax exemption certificate.
C. Payment Method. You may pay for Services by providing a valid credit card. Veneerray will not accept checks or establish any direct debit or payment from a bank account. Veneerray will automatically charge all Fees for selected Services and charge the primary credit card on file for your Account. Confirmation of that order will be sent to the email address on file for your Account. Your credit card on file must be kept valid if you have any active Services in your Account.
D. Billing Date. If you are being billed on a monthly basis, your monthly billing date will be the 15th of each month.
E. Cancellation. Your rights under this Agreement will begin on receipt of payment . The initial term is a twelve (12) month period. Within the first 30 days after the date of purchase of Services, you may cancel such Services and request a full refund of the Fees for the Services. After such 30 days, this agreement may not be terminated by Client except at the end of the Initial or Renewal Term or as provided in the Business Associate Agreement.
F. Automatic Renewal for Annual Contracts that Are Not Pre-Paid. To ensure that you do not experience an interruption or loss of services, we offer an automatic renewal option for those services offered on an annual plan, other than those services for which a one-time up-front payment in full of the annual fee has been made. Unless otherwise indicated, automatic renewal is the default setting for all services. Therefore, unless you request in writing that we disable the automatic renewal option or notify us that you plan to cancel the services at least 30 days prior to the expiration of the initial service term, Veneerray will automatically renew the applicable service and will take payment from the payment method you have on file at Veneerray’s then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period. Should you elect to disable the automatic renewal option and fail to manually renew your services before they expire, you may experience an interruption or loss of services, and Veneerray shall not be liable to you or any third party regarding the same. In addition, cancellation of the services following the automatic renewal is subject to the terms above. Furthermore, Veneerray may participate in "Recurring billing programs" or "Account updater services" supported by your credit card provider (and ultimately dependent on your bank’s participation). If you are enrolled in an automatic renewal option and we are unable to successfully charge your existing payment method, your credit card provider (or your bank) may notify us of updates to your credit card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the event that we are notified of an update to your credit card number and/or expiration date, Veneerray will automatically update your payment profile on your behalf. Veneerray makes no guarantee that we will request or receive updated credit card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your account settings, including but not limited to (I) setting your renewal options and (II) ensuring your associated payment method(s) are current and valid. Further, you acknowledge and agree that your failure to do so, may result in the interruption or loss of services, and Veneerray shall not be liable to you or any third party regarding the same.
G. Late Payment. Any late payment of Fees shall be subject to an interest charge using application of the Wall Street Journal prime rate per month on all Fees owed and unpaid, or the highest rate allowed by law, whichever is lower.
H. Nonpayment. If for any reason Veneerray is unable to charge your Payment Method for the full amount owed for the Services purchased or ordered by you, or if Veneerray receives notification of a chargeback, reversal, or payment dispute or is charged a penalty for any fee it previously charged to your Payment Method, Veneerray may deem such nonpayment or penalty a material breach of this Agreement by you. If such breach is not cured by you within 10 days after receiving notice from Veneerray, Veneerray may suspend any or all Services. If such breach is not cured by you within 30 days after receiving notice from Veneerray, Veneerray may pursue all available lawful remedies to obtain payment and may immediately, without further notice to you, terminate any or all Services and/or purge Veneerray’s systems of your Account and records. Veneerray also reserves the right to charge you reasonable administrative fees or processing fees up to $250.00 for (i) tasks Veneerray may perform outside the normal scope of its Services, (ii) additional time and/or costs Veneerray may incur in providing its Services, and/or (iii) your noncompliance with this Agreement (as determined by Veneerray in its sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to, (i) customer service issues that require additional personal time or attention and (ii) recouping any and all costs and fees, including the cost of Services, incurred by MOD as the results of chargebacks or other payment disputes brought by you, your bank or Payment Method processor. These administrative fees or processing fees including any costs of recovery up to and including any and all legal costs and fees will be Your responsibility and billed to the Payment Method you have on file with Veneerray.
I. Reinstatement. If your account has been suspended or cancelled, you must cure any default before Veneerray will reinstate your Account and continue providing the Services. If you request reinstatement after your account has been suspended or cancelled for 10 days or more, Veneerray will charge a $250.00 reinstatement fee to your primary Payment Method.
J. Renewal. The Contract will automatically renew after the Initial Term unless you notify that you plan to cancel the services at least 60 days prior to the expiration of the initial service term, otherwise Veneerray will automatically renew the applicable service and will process payment from the payment method on file at Veneerray’s then current rates, which you acknowledge and agree may be higher or lower than the rates for the original service period.
A. Streaming Video. Veneerray may, from time to time, make available on the Website certain still photographs or videos of dental patients and procedures ("Veneerray Material"). Such Veneerray Material shall belong solely to Veneerray or its licensors. Provided, however, that if you have complied with this Agreement and paid any applicable Fees, you may access such Veneerray Material. Subject to your performance under this Agreement, including, without limitation, the timely payment of Fees, MOD hereby grants to you a revocable, non-exclusive, non-transferable license (without the right to grant sublicense) to share Veneerray Material: (i) with patients solely at your dental offices to facilitate the provision of dental services to your patients; (ii) solely in the manner provided by Veneerray, without any alteration and with such notices and legends as may accompany such Veneerray Material; and (iii) solely in an honest and fair manner to illustrate to, and for the benefit of, your patients' various dental and periodontal conditions, treatment options, and possible outcomes. There are no implied licenses under this Agreement.
B. Postings. Veneerray may from time to time allow you to use your Account to submit your own still or video photographs of your dental patients (collectively, "Postings") to the Website to be stored by Veneerray on its servers for access by you via your password. In such case, you agree to ensure that you have all rights necessary to submit Postings, and that neither you nor any third party has any expectation of privacy or confidentiality as to any Postings. You shall be solely responsible for your Postings and the consequences of submitting them. In connection with Postings, you represent and warrant that you have all necessary rights to allow inclusion and use of the Postings on the Website.
C. Licenses. By submitting Postings to MOD, you hereby grant Veneerray a worldwide, non-exclusive, royalty-free, paid-up, sublicensable, perpetual, irrevocable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such Postings in connection with the Website and Veneerray's (and its successors' and affiliates') businesses. You understand and agree that Veneerray may retain indefinitely copies of Postings that have been removed by Veneerray from the Website.
D. Restrictions. In connection with Postings and your use of the Website, you agree that you will not submit material that is illegal, inaccurate, hateful, racist, offensive, vulgar, obscene, indecent, or objectionable. In connection with Postings, you also agree that you will not submit material that is copyrighted by, protected by trade secrets of or otherwise subject to the proprietary rights (including, without limitation, privacy and publicity rights) of, any third party, unless you have permission from that third party to do so and to grant Veneerray all of the license rights granted herein. You agree that Veneerray shall be the sole arbiter of whether any Postings are in breach of any and all of the foregoing obligations. You further understand and agree that the Website may include information that is inaccurate or incomplete. You therefore agree that you will not rely on the Website for professional advice or guidance.
E. Removal. Veneerray does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Veneerray reserves the right to remove any and all Postings without notice.
Any use of the Website through your Account or otherwise must conform to the following:
A. You will not redistribute any part of the Website or any content appearing on or visible through the Website, including, without limitation, Postings.
B. Except for permitted Postings and registration information, you will not change, remove, or add to any part of the Website.
C. You will not gain access to or view Veneerray Material through any technology or means other than interface pages of the Website itself.
D. If you use a Veneerray uploader program, you agree to use such uploader solely in conformance with this Agreement and solely to upload Postings to the Website.
E. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "worms," "Trojan horses," or other automated programs to access the Website. You will not obtain or attempt to obtain any personally identifiable information from any other users or third parties from the Website.
F. You agree that Veneerray may add to, delete from, or modify the Website at any time without notice and without permission from you or any third party.
G. You agree that the content on the Website and the trademarks and service marks on the Website are owned by or licensed to Veneerray, and that you have no license or other rights of use with respect to the same except to inform patients of the use of Veneeray’s website and Services.
H. WE DO NOT MONITOR, VET, OR EDIT, AND ARE NOT RESPONSIBLE FOR, ANY POSTINGS ON THE WEBSITE, AND YOUR USE OF, OR RELIANCE ON, ANY SUCH COMMENTARY OR POSTINGS ON THE WEBSITE IS AT YOUR SOLE RISK.
I. You agree not to circumvent, disable or otherwise interfere with security-related features of the Website, and you will not impersonate any third party or interfere with any third party's use of the Website.
J. You agree to defend, indemnify, and hold harmless Veneerray, its affiliates (if any), officers, directors, employees, and agents, from and against any and all claims, damages, threats, suits, proceedings, losses, and liabilities (including attorneys' fees) arising from or related to: (i) your use of and access to the Website; (ii) your violation of this Agreement; (iii) your violation of any third party right, including, without limitation, any copyright, property or privacy right; or (iv) any claim that one of your Postings caused damage to a third party; (v) your use of the Services including any products provided by Veneerray through your use of the Services. This defense and indemnification obligation will survive the expiration or termination of this Agreement.
K. You agree to not circumvent the subscription nature of the product by providing access to other non-members via your account. You acknowledge that providing access to a non-member is a direct violation of the license terms of this agreement and subject you to penalties and additional fees.
A. Use. Veneerray may terminate your Account and your access to the Website at any time and for any reason. Veneerray reserves the right in its sole discretion to decide whether Postings are appropriate and comply with this Agreement.
B. DMCA.
Notices. If you are a copyright owner or an agent thereof and believe that any part of the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Veneerray's Copyright Agent (identified below) with the following information in writing:
a. A physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Veneerray to locate the material;
d. Information reasonably sufficient to permit Veneerray to contact you, such as an address, telephone number or email address;
e. 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
f. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright Agent. Veneerray's designated Copyright Agent to receive notifications of claimed infringement is: Michael Morgan, email: XXXXXXX[NP1] N. Only claimed infringement notifications may be sent to the Copyright Agent.
C. Children's Privacy. We are committed to protecting the privacy of children. You should be aware that our sites are not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.
D. Links. The Website may provide links to other websites or resources over which Veneerray does not have control ("External Websites"). Such links do not constitute an endorsement by Veneerray of those External Websites. You acknowledge that Veneerray is providing these links to you only as a convenience, and you further agree that Veneerray is not responsible for the content of such External Websites or any business or other dealings you may have with such External Websites or their respective owners or operators. Your use of External Websites is subject to the terms of use and privacy policies (if any) located on such External Websites and is at your own risk. Certain other websites may link to the Website. You may provide links to the Website from your own website as long as you do not use any Veneerray trademarks and do not link to the Website by any means that gives visitors to your own website the impression that you are linking to pages that are within your own website or that Veneerray endorses your website, sponsors your website, or is in any way affiliated with your website. You shall not attribute a link on your website to the Website and then link somewhere else. You may not "frame" any portion of the Website or present any portion of the Website as belonging to you or any third party. Veneerray reserves the right at any time to direct you to (and in which event you shall immediately) remove or correct any link on your website to the Website.
E. HIPPA. Use of the Website is contingent upon your agreement to abide by the associated Business Associate Agreement that addresses HIPPA issues and is available on this website. By clicking “Agree” you also agree to that Business Associate Agreement.
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You understand and agree that perfect security does not exist anywhere, and you will therefore protect your Practice Information in a reasonable way at all times. Accordingly, you will not recklessly disclose or publish your Practice Information to those that would reasonably be expected to improperly use or disclose that Practice Information.
The term of this Agreement will continue until terminated by you or Veneerray. Veneerray may suspend access to your Account, and either party may terminate this Agreement, at any time with or without notice and with or without cause. Termination of this Agreement shall not relieve you of your payment obligations hereunder or your liability for any breach of this Agreement occurring before the effective time of termination. The provisions of Sections 3.E., 3.G., 4, 5.E., and 7 through 13 inclusive shall survive the termination of this Agreement.