Martin Management

Spa Dentistry Consultancy

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Terms of Use Contract

  • Last Modified: October 1, 2017
    1. Acceptance of the Terms of Use. These terms of use are entered into by and between you and Martin Management LLC (“Company,” “we,” or “us”). The following terms and conditions (these “Terms of Use”) are incorporated into the accompanying purchase documents (collectively, the “Agreement”) and are the only terms that govern your access to and use of the dental practice consulting materials and services (collectively, the “Materials”) whether provided to you in written, electronic, or other form of media. Please read these Terms of Use carefully before you purchase the Materials. By purchasing and using the Materials, you agree to be bound and to abide by these Terms of Use. If you do not agree to these Terms of Use, you should not purchase or use the Materials.
    2. Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we provide them to you. Your continued use of the Materials following the receipt of revised Terms of Use means that you accept and agree to the changes.
    3. Materials. The Materials constituting products will be provided to you within a reasonable time after the receipt of your purchase order and in accordance with the purchase order. With respect to the Materials constituting services, you shall (i) cooperate with Company in all matters relating to the services; (ii) respond promptly to any Company request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Company to perform services; (iii) provide such customer materials or information as Company may reasonably request to carry out the services; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the services. We reserve the right to amend Materials that we provide in our sole discretion and without notice. We will not be liable if, for any reason, all or any part of the Materials are unavailable at any time or for any period. 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. We have the right to disable any user name, password, or other identifier at any time if, in our opinion, you have violated any provision of these Terms of Use.
    4. Payment. You shall pay all invoiced amounts due to Company on receipt of Company’s invoice.
    5. Intellectual Property Rights. The Materials and its entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and design), are owned by the Company and are proprietary information protected by applicable copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Materials for your personal use only. You must not reproduce, distribute, modify, sell, create derivative works of, publicly display, publicly perform, republish, or transmit any of the Materials or use the Materials for any commercial purpose. You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of Materials. No right, title, or interest in or to the Materials is transferred to you other than the right to use the Materials for personal use. All rights not expressly granted herein are reserved by the Company. Any use of the Materials not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.
    6. Trademarks. The Company name and all related names, logos, product, and service names, designs, and slogans are trademarks of the Company. You must not use such marks without the prior written permission of the Company.
    7. Prohibited Uses. You may use the Materials only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Materials in any way that violates any applicable federal, state, local, or international law or regulation.
    8. Monitoring and Enforcement; Termination. We have the right to terminate or suspend your access to all or part of the Materials for any violation of these Terms of Use.
    9. Reliance on Materials. The Materials are made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such Materials by you.
    10. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR DOWNLOADING OR USE OF THE MATERIALS. YOUR USE OF THE MATERIALS IS AT YOUR OWN RISK. THE, MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE MATERIALS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
    11. Limitation on Liability. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OWNERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE MATERIALS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    12. Confidential Information. All non-public, confidential, or proprietary information of Company, including, but not limited to, the Materials, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Company to you, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized under these Terms of Use.
    13. Force Majeure. Company shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials, or telecommunication breakdown or power outage.
    14. Indemnification. You agree to defend, indemnify, and hold harmless the Company, its affiliates, service providers, and its and their respective officers, directors, owners, 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 Materials.
    15. Governing Law and Jurisdiction. All matters relating to the Materials, these Terms of Use and the Agreement, 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 Wisconsin without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Materials shall be instituted exclusively in the federal courts of the United States or the courts of the state of Wisconsin. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
    16. Waiver and Severability. No waiver by the Company of any term or condition set forth 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.
    17. Entire Agreement. These Terms of Use and the purchase documents constitute the sole and entire agreement between you and Company with respect to the Materials and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Materials.
    18. Assignment. You shall not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this Section is null and void.
    19. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    20. Amendment and Modification. These Terms of Use may only be amended or modified in a writing stating specifically that it amends these Terms of Use and is signed by an authorized representative of each party.
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