Pala Digital Dentures Terms of Use

Acceptance of Terms

These Terms of Use (“Terms of Use”) govern www.paladigitaldentures.com (“Site”), which is operated by Kulzer LLC ("Kulzer",“we” or “us”) for the benefit of participating dentists, dental laboratories, other business partners and other visitors to the Site (each a “User”).

The Site is intended for use only by users who are at least 18 years of age.

Your access to and use of this Site are subject to these Terms of Use, as well as all applicable laws and regulations. Only entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law are permitted to use the Site and/or establish a Site account where applicable. Please read these Terms of Use carefully. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use this Site or any information or Content contained on this Site. If you access and use this Site, you are accepting and agreeing to abide by these Terms of Use.

We can change or update these Terms of Use without notifying you. If you continue to use this Site after such changes or updates are posted, you will be deemed to agree to such changes or updates. Unless otherwise indicated, any new Content added to this Site will also be subject to these Terms of Use. Please review the Site and these Terms of Use periodically for changes and updates.

Please contact us as indicated under “How to Contact Us” if you have any questions or would like additional information.

Medical Disclaimer

Only licensed medical professionals can provide medical advice. All information on this Site is for informational purposes only and is not intended to provide medical advice. Kulzer is not a provider of medical, dental or health care services and does not and cannot practice medicine, dentistry or give medical advice. All decisions about treatment of a patient are to be made by a licensed medical professional who is solely responsible to determine whether our products are appropriate for a specific patient, use or application. It is within a doctor’s sole discretion to implement any of Kulzer’s recommendations or to prescribe or use any product or service offered by Kulzer (collectively, “ Products”), including but not limited to proceeding with order submission.

Purchasing Products Online

Products may only be ordered and purchased by dental professionals only through a dental distributor or dental laboratory. Please note that some Products may not be available in all jurisdictions.

We hereby grants you a limited, non-exclusive and revocable license to access and make personal use of this Site, but not to download, copy (other than page caching) or modify it, or any portion of it, except with our express written consent.

This license does not include any resale or commercial use or alternative display of this Site or the text, pictures, graphics, logos, images, works of authorship, computer code, look and feel, trade dress, technical information and other content, or any available features or services discussed, referenced, provided or offered through or on the Site (collectively, “Content”).

You may not reproduce duplicate, copy, sell, resell, visit, or otherwise exploit for any commercial purpose this Site or any portion of this Site. You may not frame or utilize framing techniques to enclose our trademark, logo, or other proprietary information (including images, text, page layout, or form) without our express written consent. You may not use any meta-tags or any other “hidden text” utilizing our or any third party’s name(s) or service marks without the express written consent of their respective owners. As between us, we retain all right, title, and interest in this Site and any Content, features and services offered on this Site, including any and all intellectual property rights. We reserve all rights not expressly granted for ourselves and on behalf of our licensors. Any unauthorized use terminates the permission or license granted by Kulzer.

Copyright

All Content, and compilation (meaning the collection, arrangement and assembly) of Content, on this Site is copyrighted by us or our third party content suppliers. The Content is protected by U.S. and international copyright laws.

You may download information from this Site and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. You may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from this Site. Any unauthorized use of Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes. If you believe that any Content on this Site violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately at paladigital.customerservice@kulzer-dental.com . You may be asked to provide additional information and follow additional procedures for us to act on your complaint.

Trademarks and Service Marks

Certain trademarks, including “Kulzer^®”, and “Pala^®” are the service marks and trademarks of Kulzer or one of its affiliates. The domain name for this Site, all page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Kulzer. All other trademarks, service marks, trade dress, names of Products, company names or logos, whether registered or not, on the Site are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from this Site without the prior written authorization of their owners.

Ownership of information submitted via this Site

With the exception of any personal information you submit (which will be maintained in accordance with our Privacy Policy), any information you transmit to us via this Site, whether by direct entry, submission, e-mail or otherwise, including data, questions, comments, or suggestions, will be treated as non-confidential and non-proprietary and will become our property. Such information may be used for any and all commercial and noncommercial purposes, including, without limitation, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting, without any obligation to you, whether financial, attribution or otherwise.

By sending us your communications via this Site or by any other means you are giving us permission to use any ideas, concepts, know-how, or techniques contained in those communications without notice or obligation to you. When you submit any material or information protected by intellectual property rights (e.g., photos, videos, articles, etc.) to the Site, you represent, warrant and covenant to us that you have the necessary rights to copy and display such information. Finally, you covenant and specifically grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any content that you post on or in connection with the Site. This license ends when you delete such content or your account unless your content has been shared with others and they have not deleted it.

Prohibited Use

In connection with your use of the Site, you agree you will use the Site only for the business purpose for which it was intended, and you will not:

(a) Upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity.

(b) Create a false identity to mislead others or impersonate any person.

(c) Upload or transmit any material that you do not have a right to reproduce, display or transmit by law or other agreement.

(d) Upload files with viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs.

(e) Delete any author attributions, legal notices or proprietary designations or labels.

(f) Use the Site’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text).

(g) Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation.

(h) Violate any local, state, national or international law or use the site for any unlawful, unauthorized, fraudulent or malicious purpose.

(i) Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party.

(j) Delete or revise any material posted by any other person or entity unless such material is incorrect and you are permitted to delete or revise it.

(k) Manipulate or otherwise display the Site by using framing, creating deep-links to the Site by by-passing the Site’s home page, mirroring or similar navigational technology or directly link to any portion of the Site other than the main homepage.

(l) Probe, scan, test the vulnerability of or breach the authentication measures of, this Site or any related networks or systems.

(m) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services if you are not expressly authorized by such party to do so.

(n) Harvest or otherwise collect information about others, including e-mail addresses or gain unauthorized access to any other accounts, computer systems or networks.

(o) Use any robot, spider, scraper, or other automated or manual means to access this Site, or copy any content or information on this Site.

(p) Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site.

We reserve the right to take whatever lawful actions we may deem appropriate (whether at law or in equity) in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account.

Right to Monitor

We do not monitor general use of this Site under normal circumstances. We do reserve the right to monitor such use and to remove any materials that may be illegal, subject us to potential liability or violate these Terms of Use or other applicable policies or laws.

No Editorial Control of Third Party Content; No Statement as to Accuracy

We do not have editorial control or responsibility over Content provided by users or third party content providers and included in the Site and we do not undertake any obligation or liability whatsoever with respect to such Content. Any opinions, statements, services or other information expressed or made available by users or third party suppliers on this Site are those of such users or third party suppliers. By making a submission to the Site, you represent that you are the author or inventor of the submission, that it is your original work and that it does not infringe or violate the rights of others.

Links to Third Party Sites

This Site may contain links to other sites owned and operated by parties other than us. Such links are provided only for ready reference and ease of use. We do not control such websites and are not responsible or liable for their content or accuracy. We do not endorse these sites or the content or services provided there. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party websites, for business and/or privacy practices of such third parties or for any action you may take as a result of linking to any such website.

YOU AGREE THAT YOUR USE OF LINKED THIRD PARTY WEBSTIES AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE AND PRIVACY POLICIES APPLICABLE TO SUCH SITES AND RESOURCES, AND THAT WE HAVE NO LIAIBLITY FOR SUCH USE.

We may remove a link at any time in our sole discretion for any reason whatsoever. We are not responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on content, products, services or other materials available on or through any third party website or the business practices of any third party.

Applicability of Other Terms

Additional or different terms and conditions may apply to other available features of this Site, Content, or the purchase of Products from us, our subsidiaries or our affiliates. Please review such additional or different terms carefully as they are incorporated into and made a part of these Terms of Use.

Reservation of Rights

We reserve the right in our sole discretion and at any time (i) to deny any account creation request, (ii) to terminate your account and subscription to the Site, (iii) to remove any Content from the Site, and/or (iv) to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Site or any subscription or access to the Site. We are not liable to you or to any third party for any such modifications, suspensions or discontinuances of the Site or subscriptions or access.

Site Privacy Policy

Please see our Privacy Policy located HERE for information about our practices and procedures for personal information we collect at this Site.

Limited Warranty and Warranty Disclaimer

We prepared the Content and other information contained on this Site as a convenience. It is not intended to constitute advice or recommendations upon which you may rely. We make no warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information contained in or linked to this Site. Users relying on Content or other information from this Site do so at their own risk.

The information and descriptions contained in this Site applicable to Products available for purchase through this Site is provided solely for general informational purposes. Should you purchase any Product through the Site, you must refer to the Product labeling and any accompanying information for proper use, as well as any special terms of sale and other information posted at the point of purchase.

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. ALL CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND WE EXPRESSLY disclaim all warranties and conditions with respect to the SITE, including content contained here, whether implied, express, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, title, noninfringement of third-party rights, quiet enjoyment and accuracy. WE MAKE NO WARRANTY THAT THE SITE OR ITS CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

Limitation of Liability

In addition to the above warranty disclaimers, in no event will (A) WE OR ANY OF OUR SUPPLIERS, AFFILIATES OR SUCCESSORS BE LIABLE FOR ANY CONSEQUENTIAL, Exemplary, special, OR incidental damages, including any damages for LOST PROFITS, arising from or relating to your use or the inability to use the Site, Services or content, EVEN IF WE knew or should have known of the POSSIBILITY of such DAMAGES, and (B) OUR total cumulative liability arising from or related to the Site, whether in contract or tort or otherwise, exceed the purchase price paid by you for the Products.

Warranty Disclaimer and/or Limitation of Liability May Not Apply

Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this limited warranty will not apply to the extent prohibited by applicable law.

Indemnification

You agree to defend, indemnify and hold harmless us, our members, affiliates partners and/or successors, and our and their officers, directors, partners, shareholders, agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Site or Content, your breach of these Terms of Use, your inability to access the Site, the use of any linked websites, your reliance on any errors or omissions on the Site, or the propagation and/or contraction of any computer virus in connection with your use of the Site and/or the Content.

Force Majeure

Neither party will be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.

Notices

Any notices to you from us regarding the Site or these Terms of Use will be posted on this Site or made by e-mail or regular mail.

Electronic Communications

When you visit this Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

Entire Agreement

These Terms of Use, the Privacy Policy, or other policies or special terms we may post on this Site constitute the entire agreement between us and you in connection with your use of this Site and the Content and supersedes any prior agreements between Kulzer and you regarding use of this Site, including prior versions of these Terms of Use.

Governing Law; Jurisdiction; Venue; Severability of Provisions

These Terms are governed by the laws of the State of Indiana and controlling United States Federal law without regard to any conflicts of law provisions. All parts of these Terms apply to the maximum extent permitted by law. Both parties agree that if either party cannot enforce a portion of these Terms as written, then that portion will be replaced with terms that most closely match the intent of the portion that cannot be enforced to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect. Except as otherwise prohibited by law, any claim or dispute must be brought within one (1) year from the date such cause of action arises. Any claim or dispute arising out of or relating to any Product or these Terms of Use is subject to the exclusive jurisdiction of state or federal courts located in South Bend, Indiana, and you hereby consent and submit to the personal jurisdiction of such courts.

Password Accounts, Passwords, and Security

If you have been given the option to open an account on this Site that will provide you with access to password protected portions of the Site and you elect to do so, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, which may include without limitation: (i) your name, (ii) your business name and mailing address, (iii) information regarding dentists, dental laboratories or other relevant parties, including address and phone number, and (iv) billing and related information, and choose a password and user name. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. We will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses we or another party incur due to someone else using your account or password. You may not use anyone else’s account at any time.

No Agency Relationship

Neither these Terms of Use, any Content, nor materials or features of this Site create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

Remedies

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

How to Contact Us

If you have any questions about these Terms of Use, please write to us at Kulzer LLC, 4315 S. Lafayette Blvd., South Bend, IN 46614, or by phone at 800-431-1785 or by email at paladigital.customerservice@kulzer-dental.com.

Terms of Use: Last updated March ______, 2014.