Terms of Service - GreenLight Dental Compliance Center

Terms of Service

Effective Date: May 20, 2020

  1. ACCEPTANCE AND MODIFICATIONS

Hu-Friedy Mfg. Co., LLC,(“Hu-Friedy,” “we,” or “us”) provides the portal maintained at http://greenlightcompliancecenter.com (the “Portal”), and the information, content, protocols, features, text, graphics, images, and other materials and related services available through the Portal, and all modifications, enhancements, and updates to any of the foregoing (collectively, the “Content”), to you subject to these Terms of Service (these “Terms”). These Terms establish the terms, conditions, rights, and responsibilities applicable to your use of the Portal and Content.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PORTAL. BY USING THE PORTAL AND CONTENT, YOU ARE AGREEING TO COMPLY WITH THESE TERMS.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE PORTAL OR CONTENT.

  1. OUR PROPRIETARY RIGHTS

You acknowledge and agree that the Portal and Content constitute valuable proprietary information of Hu-Friedy or its licensors and are protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries. We or our licensors own all intellectual property and proprietary rights, title, and interest in and to the Portal and Content, including without limitation the HU-FRIEDY trademarks and the Portal copyrights. Except for the limited use rights granted to you in these Terms, you agree that you do not have and will not acquire any right, title, or interest in or to any of our intellectual property or other proprietary rights. Any rights not expressly granted in these Terms are expressly reserved.

  1. USE OF THE PORTAL AND CONTENT

We grant you a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the Portal and Content for their intended purposes (namely, for obtaining guidance on infection control compliance and best practices for dental offices) in accordance with these Terms. This limited license may be revoked at any time according to Section 7 (Termination of Access) below.

When using the Portal and/or Content, you agree to comply with all applicable federal, state, and local laws and regulations, including but not limited to, copyright law. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Content for any purpose whatsoever without obtaining prior written consent from us or our licensors.

When using the Portal and Content, you may not:

  • distribute or otherwise provide access to the Portal or any of the Content (whether in printed or electronic form) to any third party outside of your internal organization;
  • modify, decompile, reverse engineer, disassemble, or create derivative works of any portion of the Portal or Content;
  • remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Portal or Content;
  • circumvent, disable, or otherwise interfere with security-related features of the Portal, including, without limitation, any features that prevent or restrict use or copying of any Content or that enforce limitations on the use of the Portal or Content;
  • transmit, use, or distribute programs or material that contain malicious code, such as viruses, time bombs, cancelbots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
  • disable, impair, overburden, or otherwise interfere with the proper working of the Portal;
  • post or transmit any information that is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, invasive of another’s privacy or publicity rights, or otherwise objectionable (as determined by us in our sole discretion); or
  • engage in any conduct, or assist a third party in engaging in any conduct, that violates these Terms, or any local, state or federal law or regulation.

You will cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Terms.

  1. ACCOUNTS

These terms incorporate by reference (the“Quote”) between Hu-Friedy and you, setting forth the terms and conditions on which you will pay the fee for access to the Portal.  For all new Portal members beginning May 20, 2020, in order to access the Portal and Content, you must pay the (“Portal License Payment”) and agree to meet a “Minimum Purchase Requirement” of Hu-Friedy consumable products on an annual basis. Purchasing consumable products manufactured by Hu-Friedy’s affiliate, Crosstex International, Inc. (“Crosstex”), a member of HuFriedyGroup, also counts towards meeting your Minimum Purchase Requirement. The Minimum Purchase Requirement will be determined by Hu-Friedy in its sole discretion.  The Portal License Payment is waived for all active members of the Portal prior to May 20, 2020, and any other members determined by Hu-Friedy in its sole discretion.

To set up an account (“Account”), you will be asked to provide your practice name, address, phone, dealer of choice, and email address, and to create an Account password. You must provide accurate information when setting up an Account and keep all Account information current.  The calculation on whether you meet the Minimum Purchase Requirement to maintain access to the Portal on an annual basis will begin as soon as an Account has been set-up on the Portal. In order to demonstrate that the Minimum Purchase Requirement has been met, your purchase data will be requested from either your dealer or through invoices upon Hu-Friedy’s request, if dealer data is unavailable.

You are responsible for maintaining the confidentiality of your password and Account.  You are fully responsible for all uses of your password and Account, including any unauthorized use. You agree to: (a) keep your password confidential and not share it with anyone else; and (b) immediately notify us of any unauthorized use of your password or Account.

You acknowledge and agree that we are authorized to act on instructions received through use of your password and Account, and that we may, but are not obligated to, deny access or block any activity conducted through the use of your password or Account without prior notice if we believe your password and Account are being used by someone other than you. Without limiting Section 7 (Termination of Access) below, we reserve the right to immediately suspend your Account and/or terminate your access to the Portal and Content if we believe at any time that you have not met the Minimum Purchase Requirement.

  1. THIRD-PARTY LINKS

The Portal and Content may provide links to third-party websites, advertisements, or resources. Because we have no control over such sites, advertisements, or resources, we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such third-party sites or resources. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such third-party website or resource.

  1. MODIFICATIONS

We reserve the right at any time in our sole discretion to modify, discontinue, or remove, temporarily or permanently, the Portal and/or Content (or any part thereof) with or without notice. We will not be liable to you or to any third party for any such modification, suspension, removal, or discontinuance. 

We may change these Terms from time to time for any reason.  We will seek to notify you of material changes prior to those changes taking effect by emailing you at the email address associated with your Account, posting a notice on the Portal, or by other means. If you do not agree with the new version, you must stop using the Portal and terminate your Account.   

  1. TERMINATION OF ACCESS

We may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, limit your access to and/or terminate your access to the Portal, Content and/or your Account for any reason, including without limitation: (a) if we believe in our sole discretion that you have violated these Terms or any applicable laws or regulations, or that you have not met the Minimum Purchase Requirement; (b) at the request of law enforcement, government agencies, or courts; (c) if we discontinue or materially modify the Portal or Content (or any part thereof); (d) if unexpected technical or security issues or problems arise; and/or (e) if we believe in our sole discretion that your use or access to the Portal, Content, or your Account may create risk (including but not limited to legal risk) for us, our affiliates, contractual partners, or users. Termination of your access to the Portal, Content and/or your Account may include in our sole discretion, but is not limited to: (y) the deletion of some or all of the information associated with your Account; and/or (z) banning you from using the Portal and Content by any available means, including without limitation by blocking your IP address.

Any suspension or termination shall not affect your obligations to us under these Terms. The provisions of these Terms which by their nature should survive the suspension or termination of your access to or use of the Portal, Content and/or your Account, shall survive, including, but not limited to, the indemnities, releases, disclaimers, limitations on liability, and all of the miscellaneous provisions set forth below.

  1. INDEMNITY

You agree to indemnify, defend, and hold Hu-Friedy, its affiliates, and its and their respective members, officers, directors, employees, agents, partners, licensors, service providers, and distribution partners (collectively, the “Indemnified Parties”), harmless in connection with any claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) (“Claims”) arising out of or relating to: (a) your use of the Portal or Content; (b) your breach of these Terms; (c) any unauthorized use of your Account or password; and/or (d) your acts and omissions relating to any of the foregoing. We have the right to control the defense, settlement, and/or other resolution of any Claims, at your sole cost and expense. You may not settle or otherwise resolve any Claim without our express written permission.

  1. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PORTAL AND CONTENT IS AT YOUR SOLE RISK. THE PORTAL AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT OF THE LAW, THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING ANY: (A) WARRANTIES THAT THE PORTAL OR CONTENT WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (B) WARRANTIES CONCERNING THE AVAILABILITY, SECURITY, USEFULNESS, TIMELINESS, QUALITY, OR INFORMATIONAL CONTENT OF THE PORTAL OR CONTENT; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES FOR PRODUCTS OR SERVICES ORDERED OR RECEIVED THROUGH THE PORTAL; (E) WARRANTIES CONCERNING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PORTAL OR CONTENT; (F) WARRANTIES THAT YOUR USE OF THE PORTAL WILL BE SECURE OR UNINTERRUPTED; AND (G) WARRANTIES THAT THE PORTAL OR CONTENT WILL BE ERROR-FREE OR THAT ERRORS IN THE PORTAL OR CONTENT WILL BE CORRECTED. CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PORTAL IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE PORTAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

THE STATE OF KNOWLEDGE REGARDING INFECTION CONTROL AND PREVENTION IS EVOLVING AND MAY BE UNCERTAIN.   HU-FRIEDY, IN COLLABORATION WITH EXPERIENCED HEALTH PROFESSIONALS, HAS BASED THE CONTENT ON APPLICABLE FEDERAL REGULATIONS REFERENCED IN THE CONTENT, THE GUIDELINES FOR INFECTION CONTROL IN DENTAL HEALTH-CARE SETTINGS-2003 FROM THE CENTERS FOR DISEASE CONTROL AND PREVENTION, AND OTHER RESOURCES AS REFERENCED IN THE CONTENT. PER THE CDC: SOME INFECTION-CONTROL PRACTICES ROUTINELY USED BY HEALTHCARE PRACTITIONERS CANNOT BE RIGOROUSLY EXAMINED FOR ETHICAL OR LOGISTICAL REASONS AND IN THE ABSENCE OF SCIENTIFIC EVIDENCE FOR SUCH PRACTICES, CERTAIN RECOMMENDATIONS ARE BASED ON STRONG THEORETICAL RATIONALE, SUGGESTIVE EVIDENCE, OR OPINIONS OF RESPECTED AUTHORITIES BASED ON CLINICAL EXPERIENCE, DESCRIPTIVE STUDIES OR COMMITTEE REPORTS. IN DEVELOPING THE CONTENT, HU-FRIEDY HAS MADE A DILIGENT EFFORT TO ENSURE THE ACCURACY AND THE CURRENCY OF THE PRESENTED INFORMATION. THE CONTENT IS NOT A SUBSTITUTE FOR A HEALTHCARE PROVIDER’S JUDGMENT.  EACH PRACTICE IS ULTIMATELY RESPONSIBLE FOR THE SAFETY OF ITS PATIENTS, WHICH DEPENDS ON USING SUPPLIES, PRODUCTS, AND EQUIPMENT WITHIN MANUFACTURER’S SPECIFICATIONS, AND ADHERENCE TO APPROPRIATE STANDARDS IN EACH AND EVERY INSTANCE.  HU-FRIEDY IS UNABLE TO VERIFY OR VALIDATE THE FOLLOWING FACTORS WHICH MAY INFLUENCE YOUR INFECTION CONTROL PRACTICES: MAINTENANCE AND UPKEEP OF EQUIPMENT, SUPPLIES NOT MANUFACTURED BY HU-FRIEDY, QUALITY OF WATER SUPPLY, AND OTHER ENVIRONMENTAL CONDITIONS.  AS INFECTION CONTROL AND PREVENTION IS AN EVOLVING FIELD, YOU MUST CONTINUE TO UPDATE PROCEDURES BASED ON THE LATEST PROTOCOL AND TRAIN PERSONNEL ON UPDATED PROCEDURES.

  1. LIMITATION OF LIABILITY

WE MAY USE THIRD PARTIES TO PROVIDE CERTAIN CONTENT AND SERVICES ACCESSIBLE THROUGH THE PORTAL. WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR RELIANCE UPON, THE PORTAL OR CONTENT, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PORTAL OR CONTENT SHALL IN ALL EVENTS BE LIMITED TO TWENTY DOLLARS ($20.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU.  IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR THE ILLEGAL, OFFENSIVE, OR DEFAMATORY CONDUCT OF OTHERS, INCLUDING BUT NOT LIMITED TO ANY SUCH CONDUCT BY YOU, AND THAT YOU BEAR ALL RISK AND LIABILITY ASSOCIATED WITH YOUR CONDUCT AND CONTENT.

  1. RELEASE

YOU HEREBY RELEASE THE INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PORTAL OR CONTENT.  IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. MISCELLANEOUS
    1. Exclusive Venue for Litigation; JURY TRIAL WAIVER. You and we agree that any litigation between us shall be filed exclusively in state or federal courts located in the State of Illinois, Cook County. You expressly consent to exclusive jurisdiction in the State of Illinois, Cook County for any litigation between us. These Terms shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Illinois. YOU AND HU-FRIEDY ALSO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY.
    2. Waiver and Severability of Terms. The failure of Hu-Friedy 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 or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, and all other provisions of these Terms shall remain in full force and effect.
    3. No Contest. Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.
    4. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third-party beneficiaries to these Terms.
    5. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Portal, Content, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
    6. Entire Agreement. These Terms constitute the entire agreement between you and us with respect to your access to and use of the Portal and Content, and any and all other written or oral agreements or understandings previously existing between you and us with respect to the subject matter hereof are hereby superseded and canceled.
    7. Questions. Please contact us with any questions regarding the Portal, Content, or these Terms at support@greenlightcompliancecenter.com.  Any feedback or questions that you provide shall be deemed to be non-confidential, and we shall be free to use such information in accordance with our Privacy Policy.