This Membership Agreement (the Agreement) is effective July 15, 2016, revised November 13, 2017 by and between you, or the organization you are representing, and the DENTAL ADVOCACY GROUP, LLC dba/PFS DENTAL NEWTORK, hereinafter referred to as Industry Membership Organization (“IMO”), accessed via WWW.PFSDENTALNETWORK.COM with a business address of 1777 Northeast Expy Ste 280, Atlanta, GA 30329. You and all current and future members of DENTAL ADVOCACY GROUP dba/PFS DENTAL NETWORK are hereinafter referred to as “Member”.
By accessing, browsing or using the WWW.PFSDENTALNETWORK.COM website (“Website”) or by selecting “I Accept” during the membership registration, you represent that you have read, understand and agree to be bound by the terms and conditions of this Membership Agreement (the “Agreement”). The terms and conditions of this Agreement may be modified by IMO from time to time. If you use the Website after a change notification of this Agreement is posted on the Website, you will be bound by the new Agreement.
1. Nature of the Service and Members
The IMO is a membership organization of dentists that organizes and unites dentists under a single umbrella. The IMO provides its Member’s with benefits including but not limited to: A BROAD RANGE OF REVENUE ENHANCEMENT AND COST SAVINGS SERVICES. Member represents and warrants that he or she is a dentist or is affiliated with an organization that provides dental services.
2. User Registration and Information
Member shall fill in the correct and complete information requested in the User Registration form on the Website (the “User Information”). Member shall be required to promptly update the User Information on the Website as needed to keep the User Information accurate and complete. Member shall select a username and password during the User Registration process. Member shall be responsible for: a) all use of the Website made by the Members username and password, and b) maintaining the confidentiality of the Members username and password. Member shall accept all risks of unauthorized access to the User Information and any other information you provide to IMO.
3. Membership Fees
Member shall pay IMO membership fees on a monthly basis as set forth by the payment schedule and instructions on the Website.
IMO does not and cannot review all communications uploaded to the Website and is not responsible for the content of such communications. Notwithstanding the foregoing, IMO reserves the right to delete, move or edit any communication that it may determine, in its sole discretion, violates or may violate this Membership Agreement or is otherwise unacceptable. Member shall remain solely responsible for all communications made under the Member’s username and password. Member is deemed to grant the IMO the nonexclusive right to post, display, copy, and modify all communications uploaded to the Website in connection with the operation of the Website and the IMO’s business. Member is also deemed to authorize the IMO to disclose his/her personal data when the Member includes such personal data in the uploaded communications.
5. Warranty and Release
Except as expressly provided in this Agreement, any content on the Website, software, goods or services made available to you by IMO under this Agreement are provided “AS IS” and “WITH ALL FAULTS.” IMO expressly disclaims all warranties and conditions with respect to the use of the Website, and such equipment, software, goods and services, either express or implied or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. You shall hold IMO and its affiliates harmless and agree that you shall have no claim against IMO, its affiliates, or their respective directors, employees, subcontractors, agents, licensees and/or licensors for any loss, damage, harm, injury, death and/or expense which you or any third party may suffer, howsoever arising, in connection with your membership and/or the use of the Website and equipment, goods and services, and/or from any other cause whatsoever.
If the Member has a dispute with one or more other Members or vendors of IMO, the Member shall release the IMO (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. Member shall not hold IMO responsible for other user Members content, actions or inactions.
IMO shall not sell or rent Members personal information to third parties, other than to Payers contracted with the IMO, without Members explicit consent. IMO shall store and process Members information on computers located in the United States that are protected by physical as well as technological security devices. However, the IMO shall be permitted to access and modify Members information.
Member shall indemnify and hold the IMO (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Member’s breach of this Agreement, or Member’s violation of any law or the rights of a third party.
8. No Agency or Assignment
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Member shall not assign any of Member’s rights nor delegate any of Member’s obligations under this Agreement to any person. IMO shall be entitled to assign any of its rights and delegate any of its obligations to any third party, in its discretion.
9. Terminating Membership
Member may terminate this Agreement by submitting a written notice to the IMO according to IMO’s contact information on the Website. IMO reserves the right, in its sole discretion, to restrict, suspend or terminate Member’s right to access the Website at any time for any reason without prior notice or liability. IMO may change, suspend or discontinue all or any aspect of the Website at any time, including the availability of any feature, database, or content, without prior notice or liability. IMO may also terminate or suspend Member’s access to the Website for failure to pay monthly membership fees or for inactivity, as reasonably determined by IMC. After termination of this Agreement for any reason, Member shall no longer have access to the Website or any products and services sponsored by IMO and shall not receive a refund for any membership fees paid through the time of termination. Contents captured on the site, other than the published content, shall not be deleted or retired as a result of the Members termination.
10. Governing Law
This Agreement shall be construed under and governed in accordance with the laws of the Georgia.
All disputes, controversies or claims arising out of or relating to this Agreement shall be submitted to and finally resolved under the commercial arbitration rules of the American Arbitration Association. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Atlanta, Georgia.
Member agrees that all non-public information that IMO provides on the Website regarding its services, including without limitation, any pricing, marketing methodology, and business processes, is IMO’s proprietary confidential information. Member agrees to use this confidential information only for purposes of exercising his or her rights as a Member while in strict compliance with this Agreement, and Member further agrees not to use or disclose this confidential information after the termination of this Agreement.
If any provision of this Agreement is declared invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining portions.