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Terms & Conditions

DENTRIX MARKETPLACE TERMS AND CONDITIONS

Thank you for visiting the Dentrix Marketplace, located at www1.dentrixmarketplace.com (the “Site”), a service of Henry Schein Practice Solutions Inc. (“we” or “us” or “our”).  Please read these terms and conditions (“Terms and Conditions”) carefully before using the Site.  By accessing the Site in any manner (whether automated or otherwise), you agree to be bound by these Terms and Conditions, the Privacy Statement that applies to the Dentrix Marketplace, as posted on the Site, and any additional terms and conditions that may apply to specific areas of the Site, as each may be amended from time to time.

Certain features, items or software that you purchase from our Site may be subject to additional terms and conditions presented to you at the time that you use, purchase, download or install them (as applicable). 

You represent that you are legally able to accept these Terms and Conditions, and affirm that you are of legal age to form a binding contract. If you do not agree to these Terms and Conditions, you may not use the Site.

We reserve the right to change these Terms and Conditions at any time. Such changes will be effective when posted. By continuing to use the Site after we post any such changes, you accept these Terms and Conditions as modified.

ACCOUNT REGISTRATION

In order to make purchases through the Site, you must register for an account pursuant to our registration process (the “Account”).  Any information you provide to us must be true, current, complete and accurate at all times, and you are responsible for keeping your Account information up to date.  You are responsible for maintaining the integrity of your Account and the security of your Account user name and password, and will be held responsible for all activity occurring when the Site is accessed through your Account, whether authorized by you or not.  You agree (a) to immediately notify us at MarketPlace@Dentrix.com of any unauthorized use of your password or user name or any other breach of security, and (b) to ensure that you exit from your Account at the end of each session.  We are not liable for any loss or damage arising from your failure to protect your Account.

PAYMENT

You may only use a [valid credit or payment card we accept] or PayPal to pay for your purchases through the Site.  To the extent you make any purchases through the Site, you hereby authorize us to charge your credit or payment card account or PayPal in connection with such purchases and further authorize us to credit your credit or payment card account or PayPal account in connection with reversals, refunds, or adjustments (if any). 

MAKING PURCHASES THROUGH THE SITE

By purchasing item(s) through the Site, you represent and warrant that any information you have provided to us regarding such purchase is true and accurate.  Any item(s) purchased by you through the Site will only be shipped to United States or Canadian postal addresses or electronically delivered to you if you are located in the United States or Canada and will only be billed to United States or Canadian credit or payment card accounts or PayPal accounts with United States or Canadian billing addresses.  You are solely responsible for paying all amounts (including all applicable taxes and shipping costs) in connection with purchases and returns you make through the Site.  If payment is not received by us from your credit or payment card issuer or its agents or PayPal, you agree to pay all amounts due upon demand by us.  Certain item(s) that you may be able to purchase through the Site may be subject to additional terms and conditions presented to you at the time of such purchase.

Items you purchase through the Site may be provided or made available by a third party (each, a “Supplier”), not us.  All issues related to item(s) purchased by you through the Site should be addressed directly with the applicable Supplier. 

We reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions (e.g., pricing errors) including after an order has been submitted and whether or not the order has been confirmed and your credit or payment card account or PayPal account has been charged.   

RISK OF LOSS

We or the Supplier, as applicable, will ship or electronically deliver, as applicable, item(s) that you purchase through the Site pursuant to the shipping method you select when you make your purchase.  We have no control over the items that are shipped, including the timing of shipment or any delays or errors that may be experienced in shipment.  As between you and us, we are not liable for any damage that may occur to the item(s) you purchase through the Site before such item(s) are delivered to you.

RULES OF CONDUCT

Without limitation of any other restrictions, guidelines or terms you may be subject to or that may be presented to you in connection with your use of the Site, you agree that you will not (and will not permit any third party to):

(i)            modify, translate, adapt, create derivative works from, copy, disassemble or decompile the Site, or any ideas, features, functions or graphics thereof, or any portion thereof, or create or attempt to create, by reverse engineering or otherwise, the source code or a competitive product or service from any object code supplied hereunder;

(ii)           rent, lease, loan, sell, sublicense, transfer, publish, display, distribute, disclose or use the Site or your Account, or any portion thereof, in a service bureau, time-sharing or outsourcing service or otherwise use the Site or your Account on behalf of third parties;

(iii)          alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any of the Site content (or attempt to do any of the foregoing), including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;

(iv)         export, import or re-export the Site (or any part thereof) in violation of any applicable law, rule or regulation of any jurisdiction;

(v)          obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Site through any means, including through means not intentionally made publicly available or provided for through the Site;

(vi)         engage in spidering, “screen scraping,” “database scraping,” harvesting of pricing or other information, or any other automatic or unauthorized means of accessing, logging-in or registering on the Site, or obtaining lists of users or other information from or through the Site, including, without limitation, any information residing on any server or database connected to the Site;

(vii)        use the Site or its features and services in any manner that could interrupt, damage, disable, overburden or impair the Site or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;

(viii)       impersonate any person or entity or misrepresent your affiliation with any other person or entity;

(ix)         use the Site to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;

(x)          upload, post, add, publish, distribute or otherwise transmit to, on, through or in connection with the Site any submissions or other information or material which constitutes, contains or disseminates a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind, or which violates, plagiarizes or infringes the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;  

(xi)         fail to deliver payment for item(s) purchased by you through the Site;

(xii)        interfere with item(s) listed or sold through the Site;

(xiii)       take any action to undermine or otherwise interfere with any feedback or ratings systems that we may make available in connection with the Site (including, for example and without limitation, falsifying feedback or ratings, or using them for purposes unrelated to the Site);

(xiv)       engage in debt collection or similar activities;

(xv)        share your Account information (including, without limitation, login credentials) with anybody; or

(xvi)       unless permitted under applicable law, refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.

You also agree that you and your use of the Site will at all times comply with all applicable laws, rules and regulations, as well as these Terms and Conditions and any other policy that you have agreed to with us, as well as any applicable third-party agreements or terms and conditions that may be applicable to any item(s) purchased through the Site.  You shall notify us immediately of any actual or imminent (or reasonably suspected) unauthorized access to, or use or disclosure of, any of the foregoing.  You recognize that the unauthorized use or disclosure of any of the foregoing will give rise to irreparable injury to us or our licensors or agents for which monetary damages may be an inadequate remedy; and you agree that we or our licensors or agents may seek and obtain injunctive relief against the breach or threatened breach of your obligations hereunder, in addition to any other legal and equitable remedies which may be available.

OWNERSHIP OF SITE CONTENT AND SUBMISSIONS

As between you and us, except for your submitted and posted materials, we own, solely and exclusively, all rights, title and interest in and to the Site, all the content, any audio, photographs, illustrations, graphics, other visuals, video, copy, software, code, data and materials, etc. thereon, the look and feel, design and organization of the Site, and the compilation of the content, code, data and materials on the Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein (which include, without limitation, all of the foregoing owned or licensed by Suppliers).  Your use of the Site does not grant to you ownership of any content, code, data or materials you may access on the Site.   Subject to the limited rights expressly granted hereunder, we, our Suppliers, licensors and our service providers reserve all rights, title and interest in and to the Site, including all related intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth in these Terms and Conditions.

If you submit or post any materials or content to the Site (including, without limitation, item reviews and ratings), you grant us and our affiliates a royalty-free, perpetual, irrevocable, transferrable, assignable, sublicensable, worldwide license to use such materials and content, including alterations thereof, for our business purposes, in any form, in any media, and via any technology we choose, whether it exists now or is created in the future. You represent that any materials and content posted or otherwise submitted by you to the Site is original to you and that you have the right to grant us these rights.

Please do not send us your ideas for our business. We are always thinking and creating, and we may have similar ideas of our own. To avoid any disputes between us relating to ideas that you have submitted to us you agree that, if you send us your ideas, you are giving us the right to use them, and you waive and release us from claims that we have used your ideas without your permission.

RESPONSIBILITY FOR PUBLIC POSTINGS AND CONTENT

Responsibility for what is posted in public areas of our Site lies with each user - you alone are responsible for the material you post or otherwise make available in public areas of our Site. It is important to remember that comments submitted to any public areas of the Site may be recorded and stored in multiple places, both on the Site and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually.  It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and, in particular, you should not disclose sensitive, proprietary or confidential information in your submissions or postings in public areas of our Site.

You alone are responsible for assessing the credibility of other user postings. We do not control the material that you or others may post or otherwise make available in such areas, and you understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right do so. We are not a publisher of user posts, and we are not responsible for their accuracy or legality.

You also understand and agree that any action or inaction by us or any of our directors, officers, stockholders, employees, consultants, agents or representatives (collectively, “Our Representatives”) to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential Terms and Conditions violation is undertaken voluntarily and in good faith, and you expressly agree that neither we nor any of Our Representatives shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of these Terms and Conditions.

TYPOGRAPHICAL OR OTHER ERRORS

While we take reasonable care and skill to provide information which is accurate and up to date when first included on the Site, typographical and other errors may nevertheless occur. We do not undertake to update or correct such information and reserve the right to modify, delete and rearrange any or all of the contents of this Site at any time without notice to you. While we make reasonable efforts to prevent unauthorized tampering with this Site, we do not guarantee that these efforts will always be successful. Therefore, as set below, we do not warranty that the Site materials will be error-free, and disclaim any liability for such errors.

CHANGES TO THE SITE

We reserve the right to make changes to, or to suspend or discontinue (temporarily or permanently), the Site or any portion of the Site. You agree that we will not be liable to you or to any third party for any such modification, suspension or discontinuance.

SUSPENSION OR TERMINATION OF ACCESS

We have the right to deny access to, and to suspend or terminate your access to, the Site, any features or portions of the Site, your Account [and to remove and discard any content or materials you have submitted to the Site] at any time and for any reason, including for any violation by you of these Terms and Conditions. In the event that we suspend or terminate your access to and/or use of the Site or your Account, you will continue to be bound by the Terms and Conditions that were in effect as of the date of your suspension or termination.

LINKING POLICIES

The Site may contain links to other sites or to third party sellers of items and services. Such links are provided for your convenience only, and you access them at your own risk. We are not responsible for, and do not endorse, the content of any such sites, or the items and services sold on them, nor do we take responsibility for the accuracy of any such sites. When you visit a linked site you should read the terms of use and privacy policy that govern that particular linked site.

We welcome links to the Site so long as: (i) the Site opens in a new browser window which displays the full version of a page of the Site (e.g., not merely one of its frames, and not an "in-line" link to a particular image or object on the Site); (ii) the link to this does not state or imply any sponsorship of your site or service by us or by the Site; and (iii) the Site is not display framed within or obfuscated by other content. You may not use on your site any trademarks, service marks or copyrighted materials appearing on the Site, including but not limited to any logos, without our express written consent. We reserve the right to revoke your right to link to the Site upon notice. If you receive such a notice from us, you agree to discontinue your link to the Site.

DISCLAIMER OF WARRANTIES

WE PROVIDE THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT). THIS MEANS THAT WE MAKE NO PROMISES THAT:

  • THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME,
  • THE SITE WILL MEET ANY PARTICULAR REQUIREMENTS OR PROVIDE ANY PARTICULAR RESULTS,
  • THE INFORMATION ON THE SITE WILL BE ACCURATE OR UP TO DATE,
  • THE SITE OR THE INFORMATION TRANSMITTED TO OR FROM IT OR STORED ON IT WILL BE SECURE FROM UNAUTHORIZED ACCESS,
  • INFORMATION YOU STORE IN YOUR ACCOUNT OR ON THE SITE WILL REMAIN RETRIEVABLE AND UNCORRUPTED (UNLESS WE PROMISE THIS IN A SEPARATE AGREEMENT WITH YOU), OR
  • THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

 

WE LIKEWISE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY ITEMS OR SERVICES ORDERED OR PROVIDED VIA THE SITE. ANY ITEMS AND SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED “AS IS”, EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN A SEPARATE AGREEMENT ENTERED INTO BETWEEN YOU AND US OR BETWEEN YOU AND A SUPPLIER.  WE ARE NOT RESPONSIBLE FOR SUCH ITEMS OR SERVICES, ITEMS, SERVICES, CONTENT OR MATERIALS OF SUPPLIERS, OR FOR DISPUTES BETWEEN YOU AND SUPPLIERS. 

 

YOU AGREE THAT USE OF THE SITE IS AT YOUR OWN RISK.  NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN ITEM OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS, SUPPORT DOCUMENTATION, BY OUR CUSTOMER SERVICE AND SUPPORT AGENTS, AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH US OR OUR AGENTS. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO OUR SITE BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES.

THESE DISCLAIMERS APPLY TO US AND OUR AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE CREATION, PRODUCTION OR DISTRIBUTION OF THE SITE, AND ANY OF THEIR EMPLOYEES AND AGENTS.

LIMITATION OF LIABILITY

IF YOU ARE DISSATISFIED WITH THE SITE, OR ANY MATERIALS, ITEMS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS, BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES) ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE (OR THE CONTENT, MATERIALS AND FUNCTIONS PROVIDED AS PART OF THE SITE), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY, EVEN IF WE KNEW, SHOULD HAVE KNOWN OR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING AND WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AND OF ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY RELATING TO THE USE OF THE SITE, WILL NOT EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID TO US, IF ANY, FOR USE OF THE SITE, OR, IF APPLICABLE, FOR USE OF THE SPECIFIC SITE FEATURE OR SERVICE FROM WHICH THE CLAIM IN QUESTION FIRST AROSE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS, IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

FORWARD LOOKING STATEMENTS

THE CONTENT TOGETHER WITH ANY DOCUMENTS ISSUED BY US ANY OF OUR AFFILIATES, SUPPLIERS, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH THIS SITE MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THOSE STATEMENTS MAY APPEAR IN A NUMBER OF PLACES IN THE SITE AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "MAY," "COULD," "EXPECT," "ANTICIPATE," "INTEND," "BELIEVE," "PLAN," "ESTIMATE," "FORECAST," "PROJECT," "ANTICIPATE," OR OTHER COMPARABLE TERMS OR THE NEGATIVE THEREOF. WE PROVIDE THE FOLLOWING CAUTIONARY REMARKS REGARDING IMPORTANT FACTORS WHICH, AMONG OTHERS, COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, EXPECTATIONS AND ASSUMPTIONS EXPRESSED OR IMPLIED HEREIN. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON THEN-CURRENT EXPECTATIONS OF MANAGEMENT. ALL FORWARD-LOOKING STATEMENTS MADE BY US ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NOT GUARANTIES OF FUTURE PERFORMANCE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN FACTORS, RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THOSE FACTORS, RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE FACTORS DESCRIBED UNDER "RISK FACTORS" DISCUSSED IN OUR PERIODIC FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY'S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS. THE COMPANY UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.

INDEMNIFICATION BY USER

You agree to defend, indemnify, and hold harmless Henry Schein Practice Solutions Inc. and its affiliates, parents, subsidiaries, service providers and their respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys' fees and costs, arising from your use of the Site, your submissions to the Site, or any violation of these Terms and Conditions, or applicable law, by you or by someone accessing the Site via your Account. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. This indemnification, defense and hold harmless obligation will survive these Terms and Conditions and the termination of your use of the Site.

ELECTRONIC COMMUNICATIONS

Subject to applicable law, you give us permission to communicate with you regarding the purchases you make through the Site or the Site itself by means of electronic communications (e.g., email or posting notices or communications on the Site).  Electronic communications shall be deemed received by you when we send them to the email address you provided at the time of registration with us (or as updated from time to time by you in accordance with these Terms and Conditions). You agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

TERMINATION

We shall have the right immediately to terminate this agreement with you and your use of the Site if we determine in our sole discretion that you have breached any of these Terms and Conditions or otherwise been engaged in conduct which we determine in our sole discretion to be unacceptable.

COPYRIGHT INFRINGEMENT NOTICES

We respect the intellectual property rights of others, and require that the people who use the Site do the same.  If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:

•             Your address, telephone number, and email address;

•             A description of the copyrighted work that you claim has been infringed;

•             A description of where the alleged infringing material is located;

•             A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

•             An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and

•             A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

PRIVACY

 

Our use of the information we collect from you is described in the Dentrix Marketplace’s Privacy Statement [LINK].  Please review this Privacy Statement to better understand information about what information is collected and how it is used.  You acknowledge and agree that certain of our service providers may have collect or have access to your information as a result of performing services on our behalf and that such information may be transmitted to us or to Suppliers.  

NO ENDORSEMENT OF OR CONTROL OVER ITEM(S) SOLD THROUGH THE SITE

We do not necessarily endorse or support any item(s) available for purchase through the Site or any Supplier that makes its item(s) available for purchase through the Site, and we expressly disclaim any and all liability in connection with item(s) made available through the Site.  While we strive to accurately describe and display our items and services on the Site, items on the Site may occasionally be mispriced, described inaccurately or unavailable (for example, due to delays with respect to updating the Site).  The particular technical specifications and settings of your computer could affect the accuracy of its display of the colors of items offered on the Site.  For this reason, and others, we cannot and do not guarantee the accuracy or completeness of the information on the Site, including prices, item images, specifications, and indications of availability.  As such, you hereby acknowledge that we have no control over, and do not warrant or guarantee in any manner, the quality, safety, accuracy, truthfulness or legality of item(s) displayed or sold through the Site.   

JURISDICTIONAL ISSUES

We control and operate the Site from our facilities in the United States of America and Canada, and unless otherwise specified, the materials displayed on the Site are presented solely for the purpose of promoting items and services available in the United States and Canada, its territories, possessions, and protectorates. We do not represent that materials on the Site are appropriate or available for use in other locations. If you choose to access the Site from other locations, you are responsible for compliance with local laws, if and to the extent local laws are applicable.

CHOICE OF LAW AND FORUM

These Terms and Conditions shall be governed by and construed in accordance with the laws of the state of Utah, without regard to such state's rules regarding conflicts of laws and without regard to the United Nations Convention on Contracts for the International Sale of Goods.  The parties hereby irrevocably and exclusively submit to the jurisdiction of the state and federal courts located in Utah for the purpose of any suit, action or proceeding arising out of these Terms and Conditions and/or your use of this Site, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action.

THIRD-PARTY BENEFICIARIES

You acknowledge and agree that Henry Schein Practice Solutions Inc.’s affiliates (including, without limitation, Henry Schein, Inc.) are third party beneficiaries of these Terms and Conditions, and that Henry Schein Practice Solutions Inc.’s affiliates have the right to enforce these Terms and Conditions against you as a third party beneficiary of these Terms and Conditions.   

RECORDS

A printed version of these

Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, our records shall be conclusive in all respects.

RSS USE

RSS (really simple syndication) service is a means by which we may offer feeds, descriptions and links in XML ("RSS Content") to visitors to the Site who use RSS aggregators and other applications. These Terms and Conditions govern, among other things, your use of the RSS service.

Use of RSS Feeds

RSS is a free service offered by us for non-commercial use. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS Content, are strictly prohibited. You must use the RSS feeds and audio or video content as provided by us and you may not edit or modify the text, content or links supplied by us for web posting, reprint, transcript or licensing requests for Site material, please e-mail your request to support@henryschein.com.

Links to Content.

The RSS service may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full RSS page. You may not display the RSS Content in a manner that does not permit successful linking to, redirection to or delivery of the applicable Henry Schein, Inc. web page without prior authorization. You may not insert any intermediate page, splash page or other content between the RSS link and the applicable Henry Schein, Inc. web site web page.

Ownership/Attribution.

As between you and us, we retain all ownership and other rights in the RSS Content, and any and all of our or our licensor’s logos and trademarks used in connection with the RSS Service. You must provide attribution to the appropriate Henry Schein, Inc. website in connection with your use of the RSS feeds. If you provide this attribution using a graphic, you must use the appropriate Henry Schein, Inc. logo that we have incorporated into the RSS feed.

Right to Discontinue Feeds.

We reserve the right to discontinue providing any or all of the RSS feeds at any time and to require you to cease displaying, distributing or otherwise using any or all of the RSS feeds for any reason including, without limitation, your violation of any provision of these Terms and Conditions.  We assume no liability for any of your activities in connection with the RSS feeds or for your use of the RSS feeds in connection with your site.

INTEGRATION; SEVERABILITY; WAIVER

These Terms and Conditions constitute the entire agreement between you and Henry Schein Practice Solutions Inc. with respect to this Site and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us with respect to this Site. If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.  Our failure to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision.

OTHER

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO USE OF THE SITE, OR THESE TERMS AND CONDITIONS, MUST BE FILED BY YOU WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED OR BE PERMANENTLY BARRED.

Last Updated: November 1,  2012