Website Terms of Use

These terms of use are entered into by and between you and P&R Dental Strategies, LLC (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.pandrdental.com, www.dentaqualleadersinquality.com, www.dentsourceweb.com and any other website on which these Terms of Use are included, including any content, functionality and services offered on or through such websites (collectively, the “Website”), whether as a guest, customer, consultant or a registered user. However, to the extent you are accessing the customer portal pursuant to a definitive service agreement between you and the Company (a “Service Agreement”), such Service Agreement shall govern your use of such services, and to the extent these Terms of Use conflict with such Service Agreement, such Service Agreement shall govern and control.

Please read these Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy found at Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

By using the Website, you represent and warrant that: (i) you are of legal age to form a binding contract with the Company and meet all of the statutory requirements in your jurisdiction for doing so; or (ii) if you represent a business or other entity, you are duly authorized to enter into a binding contract with the Company on behalf of the business or other entity you represent. If you do not meet all of these requirements, you must not access or use the Website.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in the Governing Law and Jurisdiction section below will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers (e.g., registering for a webinar), you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with the Website or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print or download a reasonable number of copies of any resource, content or material made available on the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from the Website.
• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website.

You must not sell, rent or license, or access or use for any commercial purposes, any part of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: [email protected].

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of these Terms of Use, your right to use this Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

The Company name, the terms “P&R Dental Strategies”, “DentaBase”, “MarketVector,” “Pronto”, “DentalMarketTrends”, “DentalMarketWatch”, “DentaQual”, “Leaders in Quality”, “EliteStar”, “DentalMarketIQ”, “GroupPracticeIQ”, “DentaSales”, “DentaSource”, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of this Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of this Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose other than search engine indexing.
• Use any manual process to monitor or copy any of the material on this Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

We have the right to:

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. You waive and hold harmless the Company and its affiliates, licensees and service providers from any claims resulting from any action taken by any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either such parties or law enforcement authorities.

However, we cannot review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

If you are a provider seeking additional information regarding or a revision to your DentaQual Scorecard, the process for contact us can be found in the section herein titled DentaQual Terms of Use.

If you believe that any content or materials on the Website violate your copyright, please contact us at [email protected].

The following provisions apply to your viewing, display and use of DentaQual scores and DentaQual Scorecards and any DentaQual related information contained on this Website or any third-party website.

DentaQual is a trademarked process for calculating an overall dental quality score based on objective information made available to the Company through its national database, known as DentaBase. Statistical evaluation and information contained in the DentaQual Scores and DentaQual Scorecards is conducted based on claims submitted to dental payers and may or may not represent a provider’s treatment pattern for all patients. For additional information regarding DentaQual, please visit www.dentaqualleadersinquality.com.

DentaQual Specific Disclaimers

DENTAQUAL, INCLUDING ANY DENTAQUAL SCORES, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND IS INTENDED FOR INFORMATIONAL PURPOSES ONLY. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING DENTAQUAL’S OR DENTAQUAL SCORES’ ABILITY TO ASSIST YOU OR ANY OTHER PERSON IN IDENTIFYING ADEQUATE PROVIDERS FOR NETWORK PARTICIPATION OR FOR SERVICES. YOU AGREE THAT USE OF THE INFORMATION IN DENTAQUAL IS ENTIRETY AT YOUR OWN RISK. FURTHER, THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO ANY SEPARATE ARRANGEMENTS OR AGREEMENTS YOU MAY MAKE WITH ANY HEALTHCARE PROVIDERS OR WITH THIRD PARTIES. YOU WILL LOOK SOLELY TO ANY SUCH HEALTHCARE PROVIDER OR THIRD PARTY WITH RESPECT TO ANY CLAIMS ARISING OUT OF SUCH AGREEMENTS AND/OR THE PROVISION OF ANY PRODUCTS OR SERVICES.

With respect to any information provided through DentaQual (including any DentaQual Scores) on specific dentists, providers or suppliers, the Company makes no guarantees, representations or warranties, whether expressed or implied, with respect to professional qualifications, expertise, quality of work, performance, or other information of any dentist, provider or supplier.

With respect to any information provided through DentaQual (including any DentaQual Scores), the provision of such information does not create a health care professional/patient relationship, and does not constitute an opinion, dental advice, or diagnosis or treatment of any particular condition. DentaQual (including any DentaQual Scores) and all related reports are not intended to be a guarantee of any dental provider’s quality or to substitute for professional dental advice.

The Company makes no guarantees, representations or warranties, whether expressed or implied, with respect to claims data used in DentaQual or for any DentaQual Scores comes from independent dental benefit plans and other data contributors. Use of DentaQual (including any DentaQual Scores) or any provider quality assessment report or content is entirely at your own risk and the Company assumes no liability or responsibility. Information contained in DentaQual (including any DentaQual Scores) and any report is obtained from the claims submitted to multiple dental benefits payers and is intended for general education and understanding of the quality indicators for dental care.

Dentist, Provider and Supplier Inquiries and Complaint Resolution

A dentist, provider or supplier who has been assigned a DentaQual Score may request additional information or file a complaint with the Company regarding their individual DentaQual Scores or DentaQual Scorecards by sending an email to [email protected]. By submitting an inquiry or complaint, you represent and warrant that you are authorized to receive information about your DentaQual Scores as an authorized dentist, provider or supplier. Furthermore, by submitting an inquiry or complaint, you expressly authorize the Company to request information or communicate with the client of the Company through whom you are authorized as an authorized DentaQual user.

We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

All information we collect on the Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part or use a link to this Website including for any commercial purpose, without our express written consent pursuant to a written agreement between you and the Company.

The Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Website.
• Send e-mails or other communications with certain content, or links to certain content, on the Website.
• Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, and unless otherwise permitted by a written agreement between you and the Company, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking on any other site.
• Otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.

We may disable all or any interactive features and any links at any time without notice in our discretion.

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The owner of the Website is based in the State of New Jersey in the United States. We provide the Website for use only by persons located in the United States. We make no claims that this Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

Unless the Company requires arbitration in accordance with the Arbitration section immediately below, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey, in each case located in the City of Trenton and County of Mercer, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

At Company’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Website must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

The Terms of Use, our Privacy Policy and any terms, conditions or other documents expressly incorporated by reference constitute the sole and entire agreement between you and the Company with respect to regarding the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.

The Website is operated by P&R Dental Strategies, LLC located at 300 American Metro Boulevard, Suite 190 Hamilton, NJ 08619.

All notices of copyright infringement claims should be sent to the agent designated in our Privacy Policy in the manner and by the means set out therein.

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to the contact form below or to: [email protected].