TERMS OF USE

IMPORTANT! These Terms of Use (“Terms”) govern your (the “User” or “you” or “your”) use of and access to our website, https://www.collabdentistry.com, our app, and any related mobile site (collectively, the “Site”) which is owned, operated and provided by Collab Dentistry. (“Collab”, “we”, “our”, “us”), as well as any services offered through our Site (“Services”). By accessing and using the Site and Services, you agree to be bound by these Terms, which establishes a contractual relationship between you and Collab Dentistry.

Collab Dentistry is an Ontario technology platform providing certain services, including (i) acting as a platform for dental practice owners (“Practice Owner”) to make office space (“Hosting Space”) available to dental hygienists (“Hygienists”) to provide certain dental hygiene scope of practice to their clients (“Clients”); (ii) allowing Hygienists to advertise their services and handle bookings with Practice Owner; (iii) allowing the parties to review and rate one another’s experiences; and (iv) any other services made available through the platform to either Practice Owners and Hygienists. By using the Site and Services, you acknowledge and agree that Collab Dentistry is not a company providing dentistry or dental hygienist services or the rental of commercial office space. These Terms contain the rules, regulations and disclaimers that Collab Dentistry has set for Users of the Site and Services. Collab Dentistry is based in Ontario and is offered to Hygienists Registered with the College of Dental Hygienists of Ontario and Dentists from the Royal College of Dental Surgeons of Ontario. Any use of the Site or Services outside of Ontario or any use by a resident of a jurisdiction other than Ontario is at the User’s own risk. 

Please read these Terms carefully before using our Site. 

By using this Site, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Collab and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site. 

Any person who wishes to use our Site and Services must accept these Terms without change or modification. By using our Site and Services, you are indicating your acknowledgment and acceptance of these Terms and all related policies and guidelines of this Site, including our Privacy Policy, as described in these Terms are incorporated by reference. 

If you are accessing our Site on behalf of a body corporate (which includes a company or other organization with legal personality wherever or however incorporated), a partnership, a trust, a joint venture or an incorporated association or organization (the “Company”), you represent and warrant that you are authorized to accept these terms on behalf of the Company and bind such Company. 

1. Modifications to Terms 

‍We may change these Terms or any other policies or guidelines governing our Site at any time in our sole discretion. Any changes will be effective upon the posting of the revisions on our Site. Your use of our Site will be subject to the most current version of the Terms posted on our Site at the time of such use. Your continued use of our Site after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. If you do not agree to any changes to these Terms, please immediately discontinue your use of our Site. 

2. Privacy Policy

Please click here to read and review our Privacy Policy, which describes our privacy policies and practices in detail, as we may amend such policies and practices from time to time. We advise you to check our Privacy Policy on a frequent basis for changes. You hereby consent to our use of your personal information in accordance with the terms and for the limited purposes described in our Privacy Policy. By agreeing to these Terms, you acknowledge and agree that certain information about you is subject to our Privacy Policy. 

3. Your Registration Obligations 

‍(a) If you purchase Services from our Site, we may require that you register and/or set up an account to use certain portions of our Site or Services. In order to do so, you may be provided with, or required to choose, a password, username, and/or other registration information, including, but not limited to, personal information (collectively, “Registration Information”). You represent that all Registration Information provided by you is accurate and up-to-date. If you intend to modify or change any of your Registration Information, you must modify or change it by using the appropriate update mechanism on our Site. If we believe that the Registration Information that you provided is not correct, current, or complete, we reserve the right to refuse you access to our Site. However, we have no obligation to verify the accuracy, currency, completeness, or usefulness of any Registration Information that you have provided to us. 
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(b) We do not control, process, or store any of your payment information. We use a third-party payment processor to manage all of the payments that take place through our Site, and any of our products or services that you purchase are facilitated through this third-party. Any payment transactions will be encrypted using a certified technology that the third-party processor has elected to use as part of their system. 

4. Username/Password 

‍(a) When you register or set up an account on the Site, you will be solely responsible for maintaining the confidentiality of any username, password, and similar information, as applicable. Practice Owners are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Registration Information, with or without authorization, or who has access to any computer or device on which your account resides or is accessible. 

b) If you have reason to believe that your account is no longer secure (for example, following a loss, theft or unauthorized disclosure or use of your Registration Information), you must promptly change the affected Registration Information by using the appropriate update mechanism on the Site, if available, or notify us at admin@collabdentistry.com, or as described in our Privacy Policy. We will not be responsible for the unauthorized use of your profile by any other person and disclaim any and all liability that may be associated with such use. 

(c) We have the right to cancel or suspend your Registration Information and to suspend, cancel or terminate your account, your use or your access to the Site, as well as remove and delete any information related to the Site (and terminate your use thereof), for any reason whatsoever and at any time in our sole discretion, without notice and without liability to you or any other person. 

5. Use of our Site 

‍You may not download or otherwise copy any content from the Site without the express written consent of Collab Dentistry. You accept responsibility for any breach of this Agreement by yourself, any of your affiliates, employees, or related third-parties, or others who receive access to the Site through your accounts. Your access to the Site terminates effective as at the date and time of termination of your membership with Collab Dentistry or on notification of termination of your access to the Site by Collab Dentistry. You agree to immediately cease using the Site upon termination of your membership with Collab Dentistry or upon notification of termination of your access to the Site by Collab Dentistry. 

Online Purchases All orders, purchases or transactions for the sale of any goods, services, or information made using any third-party websites, which you may be redirected to by clicking a link on this Website, are subject to the terms and conditions of such third-party websites. 

Restrictions on Use of our Site (a) Except as expressly provided for in these Terms, Collab Dentistry reserves all of its rights, title and interest in and to the Site, including all intellectual property and other proprietary rights. 

(b) You may not, and may not authorize any other party, to: (i) co-brand our Site; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written consent of an authorized representative of Collab Dentistry. For the purposes of these Terms, “co-branding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a User the impression that such other party has the right to display, publish, or distribute our Site or which may confuse a user as the nature of the relationship between us and any other party. You will cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity. 

(c) Collab Dentistry may, at any time and without notice to you, suspend, disable, limit or terminate access or use of all or part of the Site for any reason and without any liability to you whatsoever. While Collab Dentistry takes great care to ensure the Site is accurate, errors and/or inaccuracies may occur. Collab Dentistry may change or update information on the Site at any time without notice. The Site has been developed and designed for Windows, macOS, IOS and Android, however we make no representations that the Site is compatible with, or will function or operate with your operating system, device or equipment. 

6. Fees and Billing 

‍In consideration for providing the Site, Services, and facilitating the transactions between Hygienists and Practice Owners, Collab Dentistry will receive payment as follows: 
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• Hygienists will pay a rate of $15 an hour to Collab Dentistry for each hour booked on the platform to provide their services. Collab Dentistry can provide discounts on this fee, at their discretion. • Collab Dentistry will also collect a fee equivalent to 18% of the total bill charged by the Practice Owner to the Hygienists. For greater certainty, this fee will be based on 18% of the Practice Owner’s hourly rental rate for the Hosting Space provided to the Hygienists.

Collab Dentistry reserves the right to adjust its fees at any time, with reasonable notice to Users. Such notice will be posted on the Site and/or communicated to Users via email. Users agree to pay all fees and charges incurred in connection with their use of the Site and Services, including any applicable taxes or surcharges. Any disputes regarding the payment of fees shall be resolved in accordance with the dispute resolution provisions set forth in these Terms.

7. Proprietary Content 

‍(a) Unless otherwise noted, the entire contents of our Site made available to you, including without limitation, all names, designs, graphics, images, illustrations, information, photographs (including photographs posted on the Site by a Practice Owner or Hygienist), artwork, video, audio, software, code, data, text, displays, the Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation (collectively, “Content”) is protected under Canadian copyright, trade-mark, competition and other laws of Canada and other nations, and is owned by us or has been licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, license, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. Except as expressly provided in these Terms, nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, or any other intellectual property. 

(b) We may, from time to time, provide you with information, documents or resources, verbally, electronically, or in written format (collectively, “Information”) owned by us or licensed to us which are protected under copyright, trade-mark, patent and other intellectual property rights. All content in the Information, including the collection, arrangement, and assembly of such content, is our exclusive property or is licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Information or content in the Information, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. You must not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or allow any third party to access the Information. The restrictions set out in these Terms do not apply to the limited extent the restrictions are prohibited by applicable law.

8. User Content 
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‍(a) By using our Site and Services, you may have the opportunity to post, upload or otherwise make available content (such as data, text, reviews, ratings, and any other information or materials) to the Site (“User Content”). You agree to only upload User Content to which you own all proprietary right, title and interest, or have a license or written Consent from the owner to upload such User Content to our Site. 

(b) If you upload User Content that is the personal information of a third party, you agree that you will only do so after you have obtained the necessary Consent to do so in accordance with Canadian privacy laws (“Consent”). You hereby confirm that any and all User Content provided by you to us complies with Canadian privacy laws. 

(c) Any User Content posted or uploaded to the Site is stored by a third party storage vendor and Collab Dentistry shall be not responsible for confirming, clarifying, vetting, reviewing, ensuring the validity of, ensuring the quality of, amending, approving, or monitoring any User Content. Collab

Dentistry shall not be liable for any complaints, claims, suits, or the like arising from User Content posted, uploaded, or otherwise to the Site, and Collab Dentistry shall not be liable for any complaints, claims, suits, or the like arising from User Content stored by the third party storage vendor. You agree to indemnify and hold harmless Collab Dentistry from any and all claims, suits, or the like arising from User Content posted, uploaded, or otherwise to the Site, and Collab Dentistry from any and all claims, suits, or the like arising from User Content stored by the third party storage vendor. 

9. Use of our Site – General 

‍(a) We expect that you will access and use our Site in a professional, responsible and business-like manner in accordance with applicable laws when uploading User Content through the Site. By using our Site to send us emails or contact us, you have the opportunity to engage in dialogue with representatives of Collab Dentistry. We welcome your questions, suggestions, ideas and other information, including User Content (collectively “Contributions”) that you communicate to us so long as any such Contributions, User Content or interactions are not obscene, illegal, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or discriminatory towards any racial, ethnic or other group ,or otherwise objectionable to the same, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties. 

(b) We expect that you will respect the business relationships of other Users of this Site and that you will not use this Site to solicit the clients, customers, consultants, contractors or employees of any other User (collectively “Business Relations”). A term of use of this Agreement is that for the duration of this Agreement and a period of one (1) year thereafter, a User may not directly or indirectly solicit or solicit to hire, hire, or engage any Business Relation of any other User if the User gained knowledge of or became aware of the Business Relation through use of this Site. If a User violates this term, or if Collab Dentistry has a reasonable suspicion that a User has violated this term, Collab Dentistry will have the sole and absolute discretion to immediately disable, terminate, and/or take other appropriate steps with regard to such User’s account. 

(c) You are not obligated to provide us with Contributions regarding our Site or Services. If you choose to provide us with Contributions, we will retain all rights to any Contributions (excluding User Content) that you may provide to us and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Contributions (excluding User Content) in any commercial manner. 

(d) You further agree that you must use our Site and Services for lawful purposes only and represent and warrant that you will not use our Site to: 

(i) E-mail, provide us with or otherwise transmit any Contributions or User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); 

(ii) E-mail, provide us with or otherwise transmit any Contributions or User Content that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so; 

(iii) Remove any proprietary notices or labels, or any promotional or advertising material, from our Site;

(iv) E-mail, transmit or send via the Internet any unsolicited or unauthorized advertising, branding, promotional materials, commercial solicitation, political campaigning, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; 

(v) Impersonate any person or entity or misrepresent your affiliation with any other person, company or entity, including without limitation, using a false email address or misleading us as to your identity when you are on our Site or otherwise communicating with us; 

(vi) Upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Collab Dentistry or third party computer hardware, software, networks, or hardware or telecommunications equipment;

(vii) Interfere or attempt to interfere with or disrupt our Site including but not limited to our servers or networks connected to our Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or disobeying any requirements, procedures, policies or regulations of networks connected to our Site; 

(viii) Direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices; 

(ix) Intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site or any User Content;

(x) Modify, adapt, assign, copy, sublicense, translate, rent, sell, reverse engineer, decompile or disassemble any portion of our Site;

(xi) Collect, use, disclose, store or distribute any User Content or other personal information of a third party without their express Consent; 

(xii) Transmit any User Content or Contributions known by you to be false, inaccurate or misleading; or 

(xiii) Transmit any User Content or Contributions that are intimate, private or that you would not want the public to view or have access to. 

10. Use of our Site – Hygienist 

‍If you are a dental hygienist (“Hygienist”) you shall: (a) Ensure that you are at least eighteen (18) years of age and have the necessary accreditation, credentials, and licenses to legally hold yourself out as a Hygienist and to perform dental procedures; 

(b) Ensure that the space you are renting out from the Practice Owner (“Hosting Space”) is used, maintained, cleaned, and kept up to professional and legal/regulatory standards;

(c) Ensure that the Hosting Space is returned to the Practice Owner in the same condition as it was received by you, without any alteration to the Hosting Space; 

(d) Ensure that you provide dental services in a hygienic and professional manner, and at all times up to legal and regulatory standards, including those set by the College of Dental Hygienists of Ontario and Infection and Prevention and Control Guidelines; 

(e) Ensure that all User Content, documentation, and pictures that are obtained and uploaded or posted on the Site have been obtained and uploaded or posted using the proper and necessary consents as per Canadian privacy law; 

(f) Cause all (except for such physical documents produced and retained as mandated by applicable document retention laws) physical documents that contain User Content, medical records, dental records, personal information, health information, or the like, to be destroyed once the purpose of obtaining and producing such information and documentation has been fulfilled; 

(g) Cause all (except for such physical or digital pictures produced and retained as mandated by applicable document retention laws) physical or digital pictures, on any device, that contain User Content, medical records, dental records, personal information, health information, or the like, to be destroyed once the purpose of obtaining and producing such pictures has been fulfilled; 

(h) Ensure that any ratings, reviews, or comments uploaded or posted on the Site are accurate and truthful and are not obscene, illegal, deceptive, threatening, defamatory, libellous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or discriminatory towards any racial, ethnic or other group, or otherwise objectionable to the same, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties; 

(i) Ensure that any dental or medical insurance claim made on behalf of a third party is made in good faith, and though legal, ethical, and appropriate means; and

(j) Ensure that all fees are paid accurately and on time, with a valid form of payment. 

Any actions taken in contravention of the terms set out in this Section 10 shall be grounds for us to immediately terminate these Terms.

11. Use of our Site – Practice Owner 

‍If you are a Practice Owner you shall: (a) Ensure that Hosting Space is maintained up to professional and legal/regulatory standards, hygienic, professionally kept, and is an overall materially adequate space to conduct dental procedures; 

(b) Ensure that all equipment, furniture, appliances, fixtures, chattels, medications, formulae, accessories, supplies, and the like that are provided for use in the Hosting Space are maintained and provided up to Canadian professional and legal/regulatory standards; 

(c) Ensure that by providing the Hosting Space for rent, lease, or sublease on the Site that you are not in violation of any lease or ownership rules and that you have the necessary right and title, rent, lease, or sublease the Hosting Space.

(d) Ensure that the Hosting Space is maintained, upheld, and made available as described or depicted on the Site; 

(e) Ensure that the Hosting Space is registered and accredited with the necessary governing board as a place where dental procedures can take place;

(f) Ensure that you review the necessary documentation to confirm that the Hygienist that is renting, leasing, or subleasing the Hosting Space has the necessary accreditation, credentials, permits, and licenses to perform dental procedures; 

(g) Ensure that you have the necessary accreditation, credentials, permits, and licenses to hold yourself out as a Practice Owner and to own, rent, lease, or sublease, a dental office or clinic; 

(h) Ensure that you are at least eighteen (18) years of age and have the necessary accreditation, credentials, permits, and licenses to hold yourself out as able to operate a dental office or clinic. 

(i) Ensure that in holding yourself out on the Site or through the Services, you understand and abide by standards for advertising, announcement, or information as set by applicable laws and the Royal College of Dental Surgeons of Ontario or College of Dental Hygienists. 

Any breach of this representation and warranty may result in our immediate termination of these Terms and the removal of your Hosting Space from the Site without notice. We may also seek damages and costs from you for any breach of this representation and warranty. 

12. Disclaimer of Warranties/Limitation of Liability 

‍(a) You understand that we will use commercially reasonable efforts to provide our Site, Services, Content, and Information but we cannot and do not guarantee or promise any specific and intended results, including but not limited to financial or commercial results, from the use of our Site, Services, Content, or Information. You also understand that our Site, Services, Content, and Information are provided for your own convenience and for informational purposes only. You acknowledge that any reliance on our Site, Services, Content, or Information will be at your own risk and that you must evaluate and bear all risks associated with the use of our Site, Services, Content, or Information. You are solely responsible for any use of and results from using our Site, Services, Content, or Information, and your use of same is entirely at your own risk. 

(B) We do not represent or warrant that files or information available for access or downloading from the Internet, hyperlinked sites, our Site, or any files and emails from us will be free of viruses, worms, malware, Trojan horses or other code that may manifest contaminating or destructive properties. Your use of the internet is at your own risk and you are solely responsible for any damages to your computer systems or loss of data that results from any internet access or our Site, Services, Content, or Information. 

(C) YOUR USE OF OUR SITE, SERVICES, CONTENT, AND INFORMATION, IS AT YOUR OWN RISK. OUR SITE, SERVICES CONTENT AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OR THOSE ARISING OUT A COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE. WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE AVAILABILITY APPROPRIATENESS, COMPLETENESS, ACCURACY, OR CURRENCY OF OUR SITE, SERVICES, CONTENT, OR INFORMATION. FOR GREATER CLARITY, WE DO NOT

REPRESENT OR WARRANT THAT: (I) OUR SITE, SERVICES, CONTENT, OR INFORMATION DOES NOT AND WILL NOT INFRINGE, OR BE SUBJECT TO ANY INTELLECTUAL PROPERTY CLAIMS, OR A CLAIM OF INFRINGING THE TRADEMARK OR OTHER RIGHTS OF ANOTHER PARTY; (II) OUR SITE, SERVICES, CONTENT, OR INFORMATION WILL BE UNINTERRUPTED, FUNCTIONAL, SECURE, RELIABLE, ACCURATE, COMPLETE, CURRENT, USEFUL, SUITABLE, SECURE OR ERROR-FREE; (III) OUR SITE, SERVICES, CONTENT, OR INFORMATION WILL BE SUITABLE, ACCURATE, CORRECT, RELIABLE, COMPLETE, TIMELY, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS IN ANY WAY; (IV) ANY DEFECTS IN OUR SITE, SERVICES, CONTENT, INFORMATION WILL BE CORRECTED; AND (V) WE HAVE VERIFIED OR ENDORSED ANY THIRD PARTY CONTENT OR VENDOR, INCLUDING MEDSTACK. OUR SITE, SERVICES, CONTENT OR INFORMATION MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS TO THE SITE, SERVICES, CONTENT, OR INFORMATION AT ANY TIME. 

IN NO EVENT SHALL COLLAB DENTISTRY, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS (“ASSOCIATED PERSONS”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF INCOME, LOSS OF PROFITS, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC OR PERSONAL LOSS ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OF OR RELIANCE ON ANY INFORMATION PROVIDED BY US ON OUR SITE OR SERVICES, OR STATED IN OUR CONTENT AND INFORMATION; (II) YOUR USE OF OR INABILITY TO USE OUR SITE, SERVICES, CONTENT, AND INFORMATION; (III) YOUR VIOLATIONS OF TRADEMARK INFRINGEMENT OR OTHER INTELLECTUAL PROPERTY RIGHTS; (IV) ANY FAILURE OF PERFORMANCE OF OUR SITE, SERVICES, CONTENT, OR INFORMATION, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; (V) THE UNAUTHORIZED USE OF YOUR ACCOUNT AND PASSWORD BY ANY PERSON; (VI) ANY THIRD PARTY CONTENT OR HYPERLINKED SITES; OR (VII) ANY OTHER MATTERS RELATING TO OUR SITE, SERVICES, CONTENT, AND INFORMATION, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT WE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES. THE LIMITATIONS ON COLLAB DENTISTRY ’S LIABILITY OR THE LIABILITY OF ASSOCIATED PERSONS TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT COLLAB DENTISTRY OR SUCH ASSOCIATED PERSONS HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 

(D) WE EXPRESSLY DISCLAIM ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. 

(E) WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY IN CONNECTION WITH ANY USER CONTENT, POSTING OR UPLOADING OF USER CONTENT, PHYSICAL OR DIGITAL MEDICAL RECORDS, PHYSICAL OR DIGITAL DENTAL RECORDS, PHYSICAL OR DIGITAL PICTURES, REVIEWS, RATINGS, DENTAL OR MEDICAL INSURANCE CLAIMS OF THIRD PARTIES, EQUIPMENT, FURNITURE, APPLIANCES, FIXTURES, CHATTELS, MEDICATIONS, FORMULAE, ACCESSORIES, SUPPLIES, RENT, LEASES, SUBLEASES, DENTAL TREATMENT OR PROCEDURES, INJURY, MALPRACTICE, AND ANY OTHER MATTER IN RELATION TO THE BUSINESS OF HOSTING AND OCCUPYING OF HOSTING SPACE AND DENTAL OFFICE SPACE IN GENERAL. 

(F) WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY IN CONNECTION WITH ANY QUALIFICATIONS, ACCREDITATIONS, OR LICENSING OF ANY HYGIENIST OR PRACTICE OWNER USING THE SITE OR SERVICES AS WELL AS THE QUALIFICATIONS, ACCREDITATIONS, LICENSING, QUALITY, SAFETY, FITNESS, RIGHT, OR TITLE OF THE HOSTING SPACE. FURTHER, WE SHALL NOT BE LIABLE NOR RESPONSIBLE FOR VETTING, REVIEWING, ENSURING THE QUALITY OF, APPROVING, OR MONITORING ANY HYGIENIST OR PRACTICE OWNER USING THE SITE OR SERVICES OR ANY HOSTING SPACE POSTED ON THE SITE.

(G) IN ANY EVENT, COLLAB DENTISTRY ’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO A HYGIENIST SHALL BE LIMITED TO THE FEES PAID BY THE HYGIENIST TO COLLAB DENTISTRY IN THE PREVIOUS TWELVE (12) MONTHS TO THE DATE THE LIABILITY WAS INCURRED 

(H) COLLAB DENTISTRY ’S AGGREGATE LIABILITY UNDER THIS AGREEMENT TO A PRACTICE OWNER SHALL BE LIMITED TO THE FEES PAID BY THE PRACTICE OWNER TO COLLAB DENTISTRY IN THE PREVIOUS TWELVE (12) MONTHS TO THE DATE THE LIABILITY WAS INCURRED.

(I) IF YOU ARE A HYGIENIST, YOU REPRESENT AND WARRANT THAT YOU WILL FULFILL ALL OF YOUR RESPONSIBILITIES AS STATED IN SECTION 10 ABOVE AND THAT YOU WILL BE RESPONSIBLE AND LIABLE FOR ALL SUCH ACTIONS SO LONG AS YOU CONTINUE TO USE THE SITE AND SERVICES. 

(J) IF YOU ARE A PRACTICE OWNER, YOU REPRESENT AND WARRANT THAT YOU WILL FULFILL ALL OF YOUR RESPONSIBILITIES AS STATED IN SECTION 11 ABOVE AND THAT YOU WILL BE RESPONSIBLE AND LIABLE FOR ALL SUCH ACTIONS SO LONG AS YOU CONTINUE TO USE THE SITE AND SERVICES. 

13. Hygienist Indemnity 

‍If you are a Hygienist you shall agree at all times to defend, indemnify and hold harmless Collab Dentistry, its employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against: 

(a) Any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Site, Services, Content, Information, User Content, or from your violation of these Terms, including your failure to appropriately obtain Consent from a third party; 
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(b) Any responsibility, claims, or liability arising from the misuse or mishandling of User Content, medical records, dental records, or inappropriate, illegal, or unsuccessful dental or medical insurance claims made on behalf of a third party;

(c) Any claims brought by third parties arising out of your use or misuse of our Site, Services, Content, Information, or User Content including but not limited to trademark infringement or other intellectual property claims from third parties;  

(d) Any responsibility, claims, or liability arising from your failure to have the correct accreditation, credentials, or licenses to perform dental procedures;

(e) Any responsibility, claims, or liability arising from your malpractice, mistreatment, or injury to any third party, yourself, or your employees and associates caused by, or in connection with, your performance of any dental treatment or procedure; and 

(f) Any responsibility, claims, or liability arising from reviews or ratings posted or uploaded on the Site. 

14. Practice Owner Indemnity 

‍If you are a Practice Owner you shall agree at all times to defend, indemnify and hold harmless the Indemnified Parties from and against:

(a) Any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the Indemnified Parties due to or resulting from your use or misuse of our Site, Services, Content, Information, User Content, or from your violation of these Terms, including your failure to appropriately obtain Consent from a third party; 

(b) Any responsibility, claims, or liability arising from the misuse or mishandling of User Content, medical records or dental records; 

(c) Any claims brought by third parties arising out of your use or misuse of our Site, Services, Content, Information, or User Content including but not limited to trademark infringement or other intellectual property claims from third parties; 

(d) Any responsibility, claims, or liability arising from you not having the correct or required accreditation, credentials, or licenses to own, lease, sublease, or operate a dental facility, clinic, or office; 

(e) Any responsibility, claims, or liability arising from malpractice, mistreatment, or injury to any third party caused by the functioning or malfunctioning of your equipment, furniture, appliances, fixtures, chattels, medications, formulae, accessories, supplies, and the like; and 

(f) Any responsibility, claims, or liability arising from reviews or ratings posted or uploaded on the Site.

15. Hygienist Insurance

‍If you are a Hygienist, you must carry the following insurance (“Professional Liability Insurance” or “Professional Liability Insurance Policies”) at all times that you are using the Site and Services: 

(a) It is Hygienist’s responsibility to ensure that they have all the insurance required, as set forth in the by-laws of the College of Dental Hygienists of Ontario (CDHO). The bylaw referenced is By-law No.5 7.3, and, 

(b) Commercial general liability insurance, including contractual liability and property damage liability covering damages to any property with a minimum combined single limit of $3,000,000 per occurrence

The above is not intended to be an exhaustive list of insurance that Collab Dentistry requires. We may require additional insurance, from time-to-time, at our sole and absolute discretion.

Further, you shall provide us with proof of the Insurance Policies required by this Agreement in the form of valid certificates of insurance that confirm the required coverage before you will gain access and use of the Site. You shall immediately notify us of any cancellation, material alteration, lapse, or refusal to renew any of the Hygienist Insurance Policies, or any material change that might result in any of the foregoing. If you receive notice from an insurer of cancellation, material alteration, or refusal to renew an Insurance Policy, you will provide a copy of such notice to us promptly.

16. Practice Owner Insurance

If you are a Practice Owner you must carry the following insurance (“Practice Insurance Policy” and/or “Dentist Insurance Policies”) at all times that you are using the Site and Services:

(a) It is the Practice Owner’s responsibility to ensure that they have all the insurance required, as set forth in the by-laws of the Royal College of Dental Surgeons of Ontario or College of Dental Hygienists of Ontario, as applicable whether they are a Hygienist or a licensed dentist in Ontario. 

(b) Commercial general liability insurance, including contractual liability and property damage liability covering damages to any property with a minimum combined single limit of $3,000,000 per occurrence

The above is not intended to be an exhaustive list of insurance that Collab Dentistry requires. We may require additional insurance, from time-to-time, at our sole and absolute discretion 

You shall immediately notify us of any cancellation, material alteration, lapse, or refusal to renew any of the Practice Insurance Policy and the Dentist Insurance Policies, or any material change that might result in any of the foregoing. If you receive notice from an insurer of cancellation, material alteration, or refusal to renew Practice Insurance Policy and the Dentist Insurance Policy, you will provide a copy of such notice to us promptly.

17. System Security 

‍You are prohibited from using any services or facilities provided in connection with our Site to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of these Terms and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms.

18. Dispute Resolution 

‍Any dispute, controversy or claim arising out of or relating to these Terms, including any disputes relating to the Site, Services, Content, or Information, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The arbitration will be conducted by one arbitrator and the seat of Arbitration will be Toronto, Ontario. The language of the arbitration will be English. The decision of the arbitrator shall be binding upon the parties hereto. The costs of arbitration shall be paid by the parties in accordance with the rules of arbitration. 

19. Governing Law; Jurisdiction 

‍These Terms and any action related thereto or related to our Site, Services, or Information shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. 

You agree that any action at law or in equity arising out of or relating to these Terms or your use of our Site, Content, or Information will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Site, Services, Content, and Information is void

where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Site, Services, Content or Information in any such circumstances.

20. Geographic Restrictions 

‍The owner of the Site is based in the Province of Ontario in Canada. We provide this Site for use only by persons located in Ontario. This Site is not intended for use in any jurisdiction where its use is not permitted. If you access the Site from outside of Ontario, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction. 

21. Termination 

‍You acknowledge and agree that these Terms shall remain in effect for so long as you use our Site, Services, Content, or Information. We reserve the right to suspend or terminate your use of our Site, Services, Content, or Information and remove and discard any information related to you and your use of our Site, Services, Content, or Information at any time, for any reason, with or without cause, if we believe that you are violating these Terms in any way. If you wish to terminate your account, you may choose to stop your use of the Site and Services by sending us notification via email at admin@collabdentistry.com, or by using the account deletion mechanisms provided on the Site. If you are dissatisfied with our Site, Services, Content, or Information, including these Terms, your sole remedy is to discontinue using our Site, Services, Content, and Information. 

In the event of a Termination of these Terms for any reason, you shall: 

(a) Immediately cease your use of the Site, Services, Content, Information, User Content, and Contributions except as expressly provided; 

(b) Within thirty (30) days of termination retrieve a copy of any User Content in the format made available to you on the Site; 

Following thirty (30) days after termination of these Terms we shall: 

(a) Delete and/or destroy (whether in digital or physical form) all remaining User Content, except for business records such as name, address and name of owner of clinic, unless otherwise required by Canadian privacy law and/or medical or dental record retention laws and regulations; and

(b) Remove your user account and/or Registration Information from our Site, Services, and Content. 22.

Entire Agreement 

These Terms and any of our other legal notices, policies and guidelines linked to these Terms constitute the entire agreement between you and Collab Dentistry relating to your use of our Site, Services, Content, and Information and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and these Terms may not be amended or modified except in writing or by making such amendments or modifications available on our Site.

23. No Agency; Third Party Beneficiary 

‍We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, Collab Dentistry and the Associated Persons. 

You further agree that no joint venture, partnership, employment, or agency relationship exists between you and Collab as a result of this agreement or use of the Site. Collab’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the Collab’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Collab with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

24. Assignment 

‍You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. Collab Dentistry may assign these Terms and the rights and obligations granted hereunder without your consent.

25. Severability 

‍If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

26. No Waiver 

‍We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us. No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

‍27. Headings 

‍The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms. 

28. Language 

‍You agree that English will be the language of our Site and of all transactions occurring in connection with our products and services, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.

29. Reporting and Contact 

‍This website is operated by Collab Dentistry.

Should you become aware of misuse of the website including libelous or defamatory conduct, you must report it to Collab at admin@collabdentistry.com

All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to info@collabdentistry.com

30. Last Modified 

‍These Terms of Use were last modified on June 19, 2023.

 
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