IF YOU DO NOT ACCEPT THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THIS SITE. THESE TERMS GOVERN YOUR USE OF THE SITE, ANY CONTENT (SUCH AS TEXT, DATA, INFORMATION, SOFTWARE, GRAPHICS, OR PHOTOGRAPHS) THAT ONE VISIT DENTIST (OVD) AND ITS SUBSIDIARIES MAY MAKE AVAILABLE THROUGH THE SITE (COLLECTIVELY, "MATERIALS") AND ANY PRODUCTS, SOFTWARE, SERVICES AND WEB SITE THAT OVD MAY PROVIDE THROUGH THE SITE (COLLECTIVELY, "SERVICES") IN THIS AGREEMENT IS SUBJECT TO THE TERMS OF A LEGAL AGREEMENT BETWEEN YOU (CUSTOMER) AND OVD. "OVD" means OVD Inc., whose principal place of business is at 7201 East Princess Blvd, Scottsdale AZ 85255. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
All participants on the message boards of www.ceredoctors.com agree to abide by these general rules of engagement:
Unless otherwise agreed in writing with OVD, your agreement with OVD will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms." Your agreement with OVD will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms." Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and OVD in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms". If there is any contradiction between the Additional Terms and the Universal Terms, then the Additional Terms shall take precedence in relation to that Service.
Except as set forth in "Other agreements; software, services or access", below, OVD authorizes you to use the OVD Products, software, services and websites only for your own personal, non-commercial purposes. Use of the OVD Products, software, services and websites for any public or commercial purpose (including, without limitation, on another site or through a networked computer environment) is strictly prohibited. If you make copies of any of the Materials, you must retain on any such copies all copyright and other proprietary notices contained in the original Materials. You may not modify, publicly display, publicly perform, or distribute the Materials. As between you and OVD, OVD owns the OVD Products, software, services and websites. The OVD Products, software, services and websites is protected under United States and international copyright laws. Any unauthorized use of the OVD Products, software, services and websites may violate copyright, trademark, and other laws.
You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the OVD Products, software, services and websites and for paying all charges related thereto. When you register to open an account anywhere on the OVD Products, software, services and websites, or when you contact OVD through the OVD Products, software, services and websites for the purpose of receiving products or services, OVD may collect certain personal information about you. OVD's use of such information is governed by the provisions of the OVD Online Privacy Statement for the Site. You agree to the use of your data in accordance with the privacy policies.
You agree to provide true, accurate, current, and complete information (and, for as long as you continue to use your OVD Products, software, services and websites account, to update such information to keep it true, accurate, current, and complete). You are responsible for maintaining the confidentiality of your OVD Products, software, services and websites password and you are solely responsible for all activities that occur under your password. Accordingly, you agree that you will be solely responsible to OVD for all activities that occur under your account.
You agree to notify OVD immediately of any unauthorized use of your password or any other breach of security related to the OVD Products, software, services and websites. OVD reserves the right to require you to change your password if OVD believes that your password no longer is secure.
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by OVD, unless you have been specifically allowed to do so in a separate agreement with OVD. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
Unless you have been specifically permitted to do so in a separate agreement with OVD, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. Failure to abide by these restrictions will result in a penalty equal to the cost of membership per year multiplied by the number of offenses discovered.
You agree that you are solely responsible for (and that OVD has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which OVD may suffer) of any such breach.
You agree not to use the OVD Products, software, services and websites (including, without limitation, any Materials or Services you may obtain through your use of the OVD Products, software, services and websites): (a) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"); (b) to stalk, harass, or harm another individual; (c) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (d) to interfere with or disrupt the OVD Products, software, services and websites or servers or networks connected to the OVD Products, software, services and websites. You further agree not to (x) use any data mining, robots, or similar data gathering or extraction methods in connection with the OVD Products, software, services and websites; or (y) attempt to gain unauthorized access to any portion of the OVD Products, software, services and websites or any other accounts, computer systems, or networks connected to the OVD Products, software, services and websites, whether through hacking, password mining, or any other means.
Except as set forth in "Other agreements; software, services or access", below, OVD may terminate, suspend, or modify your registration with, or access to, all or part of the OVD Products, software, services and websites, without notice, at any time and for any reason. Certain circumstances for which OVD may terminate its legal agreement with you may arise if: (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) OVD is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) the partner with whom OVD offered the Services to you has terminated its relationship with OVD or ceased to offer the Services to you; or (D) OVD is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (E) the provision of the Services to you by OVD is, in OVD's opinion, no longer commercially viable.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and OVD have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions related to Governing Law shall continue to apply to such rights, obligations and liabilities indefinitely.
You may discontinue your participation in and access to the OVD Products, software, services and websites at any time. If you want to terminate your legal agreement with OVD, you may do so by (a) notifying OVD at any time and (b) closing your accounts for all of the Services which you use, where OVD has made this option available to you. Your notice should be sent, in writing, to OVD's address which is set out at the beginning of these Terms.
If you breach any of these Terms, your authorization to use the OVD Products, software, services and websites automatically terminates and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES IS PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES IS WITH YOU. SHOULD THE MATERIALS OR SERVICES PROVE DEFECTIVE, YOU, AND NOT OVD, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING AND REPAIR. OVD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OVD MAKES NO WARRANTY THAT THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES WILL MEET YOUR REQUIREMENTS OR THAT THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES WILL BE CORRECTED. OVD MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES OR FROM OVD, ITS PARENTS, SUBSIDIARIES, OR OTHER AFFILIATED COMPANIES, OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "THE OVD PARTIES") SHALL CREATE ANY WARRANTY. OVD DISCLAIMS ALL EQUITABLE INDEMNITIES.
IN NO EVENT WILL ANY OF THE OVD PARTIES BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY CUSTOMER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
ARISING OUT OF OR IN CONNECTION WITH THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE OVD PRODUCTS, SOFTWARE, SERVICES AND WEBSITES), WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY. AND EVEN IF ANY OVD PARTY HAS BEEN ADVISED (OR SHOULD HAVE KNOWN) OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any OVD Party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the OVD Party's liability shall be the minimum permitted under such applicable law.
OVD may provide products (such as hardware or software) services (such as hardware maintenance or repair or software maintenance, installation, or training) or access to OVD Products, software, services and websites under the terms of a separate agreement between you and OVD (each, an "Other Agreement"). OVD's obligations with respect to any product, service, or access that it makes available to you under any Other Agreement shall be governed solely by the Other Agreement under which such product or service is provided and these Terms shall not be deemed or construed to alter the terms of such Other Agreements.
Provisions/Modifications to OVD Products, Software, Services and Websites OVD has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). At various times, these companies will be providing the Services to you on behalf of OVD itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you. OVD is constantly innovating in order to provide the best possible experience for its customers. You acknowledge and agree that the form and nature of the Services which OVD provides may change from time to time without prior notice to you.
OVD reserves the right to modify, suspend, or discontinue the OVD Products, software, services and websites at any time without notice to you. For example, OVD may make changes to the Materials and/or Services, or to the products and prices described in them, at any time without notice. You acknowledge and agree that if OVD disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. You acknowledge and agree that while OVD may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service; such fixed upper limits may be set by OVD at any time, at OVD's discretion.
Customer understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content". Customer acknowledges that any and all of the Content presented as a part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to OVD (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by OVD or by the owners of that Content, in a separate agreement.
OVD reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. There are commercially available services and software to limit access to material that you may find objectionable. Customer understands that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk. Customer agrees that you are solely responsible for (and that OVD has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which OVD may suffer) by doing so.
Customer acknowledges and agrees that OVD (or OVD' licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Customer further acknowledges that the Services may contain information which is designated confidential by OVD and that customer shall not disclose such information without OVD's prior written consent. Unless otherwise agreed to in writing with OVD, nothing in the Terms gives customer a right to use any of OVD's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
If you have been given an explicit right to use any of these brand features in a separate written agreement with OVD, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and OVD's brand feature use guidelines as updated from time to time.
Other than the limited license granted to customer, OVD acknowledges and agrees that it obtains no right, title or interest from customer (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with OVD, you agree that you are responsible for protecting and enforcing those rights and that OVD has no obligation to do so on your behalf.
Customer shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. Unless you have been expressly authorized to do so in writing by OVD, customer agrees that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
OVD gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by OVD as part of the Services as provided to you by OVD (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by OVD, in the manner permitted by the Terms. Customer may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by OVD, in writing. Unless OVD has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
Customer retains copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give OVD a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling OVD to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services. Customer agrees that this license includes a right for OVD to make such Content available to other companies, organizations or individuals with whom OVD has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.
Customer understands that OVD, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. Customer agrees that this license shall permit OVD to take these actions.
Customer confirms and warrants to OVD that you have all the rights, power and authority necessary to grant the above license.
Services on the website are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by OVD on the Services are subject to change without specific notice to you. In consideration for OVD granting you access to and use of the Services, you agree that OVD may place such advertising on the Services.
Links on the OVD Products, software, services and websites to third-party products, software, services and websites are provided solely as a convenience to you. If you use these links, you will leave the OVD Products, software, services and websites. OVD is not obligated to review such third-party products, software, services and websites, does not control such third-party products, software, services and websites, and is not responsible for any such third-party products, software, services and websites (or the products, services, or content available through the same). Thus, OVD does not endorse or make any representations about such third-party products, software, services and websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party products, software, services and websites linked to from the OVD Network, you do this entirely at your own risk.
Links to outside websites, products and materials by users is strictly prohibited unless approved by OVD in advance. There shall be no commercialization on the website without the express written consent of OVD. This service is available to companies who advertise with OVD and are currently engaged in an advertising contract.
OVD and any other product or service name or slogan or logo contained in the OVD products, software, services and websites are trademarks of OVD and its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of OVD or the applicable trademark holder. Ownership of all such trademarks and the goodwill associated therewith remains with OVD or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing any name, trademark, or product or service name of OVD without OVD's prior written permission. In addition, the look and feel of the Site (including all page headers, custom graphics, button icons, and scripts) is the service mark, trademark, and/or trade dress of OVD and may not be copied, imitated, or used (in whole or in part) without OVD's prior written permission. Reference to any products, services, processes, or other information, by trade name, trademark, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by OVD. It is OVD's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers. Details of OVD's policy can be found at http://www.OVD.com/dmca.html. OVD operates a trade mark complaints procedure in respect of OVD's advertising business, details of which can be found at http://www.OVD.com/tm_complaint.html.
You agree to indemnify, defend, and hold harmless the OVD Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your (or anyone using your account's) violation of these Terms. OVD reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with OVD's defense of such claim.
When you visit the Site or send e-mails to OVD, you are communicating with OVD electronically. We may respond to you by e-mail or by posting notices on the Site. You agree that all such notices, disclosures, and other communications that OVD provides to you electronically satisfy any legal requirement that such communications be in writing.
These Terms, together with any additional terms to which you agree (excluding any "other agreements") when using particular elements of the OVD Products, software, services and websites, constitute the entire and exclusive and final statement of the agreement between you and OVD with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and OVD with respect to such subject matter. The OVD Parties are third party beneficiaries with respect to the provisions in these Terms that reference them.
These Terms and the relationship between you and OVD shall be governed by the laws of the State of Arizona as applied to agreements made, entered into, and performed entirely in Arizona by Arizona residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the OVD Products, software, services and websites shall be brought in the Federal or State courts located in Scottsdale County, Arizona, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of OVD to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of OVD and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect.
The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms shall remain in full force and effect notwithstanding any termination of your use of the OVD Products, software, services and websites. These Terms will be interpreted without application of any strict construction in favor of or against you or OVD. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by OVD without restriction. Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
OVD may, in its sole and absolute discretion, change these Universal and/or Additional Terms from time to time. OVD will post notice of such changes by email, regular mail or by posting on the applicable site. If you object to any such changes, your sole recourse shall be to cease using the OVD Products, software, services and websites. Continued use of the OVD Products, software, services and websites following notice of any such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the OVD Products, software, services and websites and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and to supersede the provision(s) of these Terms that are designated as being superseded.
Waiver. OVD's failure to exercise or delay in exercising any of its rights under these Terms will not constitute or be deemed a waiver or forfeiture of those rights or remedies.