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Orchid Dental Supply’s Terms of Service

Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies, and obligations. By accessing or using Orchid Dental Supply’s Services (as defined below), you agree to comply with and be bound by these Terms.

Thank you for using Orchid Dental Supply Services (defined below). These Terms constitute a legally binding agreement between you and Orchid Dental Supply governing your access to and use of the Orchid Dental Supply website (www.orchiddentalsupply.com), including any all associated services (collectively, ” Orchid Dental Supply’s Services”). These associated services include providing you with a marketplace for ordering, paying for, and receiving dental supplies through Orchid Dental Supply’s network of dental suppliers (“Vendors”) or any other services provided or facilitated by Orchid Dental Supply including, without limitation, logistical support and customer service.

When these Terms mention ” Orchid Dental Supply,” “we,” “us,” or “our,” it refers to the company you are contracting with: Orchid Dental Needs G.P., 20-4850 cote st luc rd. Montreal Quebec H3W 2H2.

Our collection and use of personal information in connection with your access to and use of Orchid Dental Supply’s services is described in our Privacy Policy.

You agree to these Terms by accessing or using any part of Orchid Dental Supply’s Services, including by accessing or using the Site, registering for Services offered on the Site, or by accepting, uploading, submitting or downloading any information or content from or to the Site. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS OF USE, DO NOT USE ORCHID DENTAL SUPPLY’S SERVICES.

Contents

1. Scope of Orchid Dental Supply’s Services

Orchid Dental Needs owns and operates the Site that links to these Terms. We are pleased to offer you access to Orchid Dental Supply’s Services, as well as the ability to participate in our marketplace and various promotions that our Vendors may provide from the Orchid Dental Supply Site.

Your access and participation is subject to these Terms, our Privacy Policy, and any Rules for applicable promotions (collectively, the “Agreements”).

Orchid Dental Supply’s Services may contain links to third-party websites or resources (“Third-Party Services”). Such Third-Party Services may be subject to different Terms of Service and privacy practices. Orchid Dental Supply is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, product, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by Orchid Dental Supply of such Third-Party Services.

Additionally, due to the nature of the Internet, Orchid Dental Supply cannot guarantee the continuous and uninterrupted availability and accessibility of Orchid Dental Supply’s Services. Orchid Dental Supply may restrict the availability of Orchid Dental Supply’s Services or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measure that ensure the proper or improved functioning of Orchid Dental Supply’s Services. Orchid Dental Supply may improve, enhance, and modify Orchid Dental Supply’s Services and introduce new Services from time to time.

2. Using Orchid Dental Supply’s Services

2.1 Your User Account

In order to use most aspects of Orchid Dental Supply’s Services, visitors and customers who use Orchid Dental Supply’s Services, (collectively “Users”) must register for and maintain an active personal User account (“Account”). Account registration requires you to submit to Orchid Dental Supply certain information related to you that Orchid Dental Supply collects from you, through your use of Orchid Dental Supply’s Services, and from third parties as detailed in the Privacy Policy (“User Data”). To register for an Account, you may be required to submit User Data, including personally identifiable information (“PII”) such as your name, phone number, email address, or government-issued ID (i.e. medical license number). You grant Orchid Dental Supply permission to collect and maintain your User Data, and to disclose the User Data you provide to third parties for verification purposes and to facilitate your use of Orchid Dental Supply’s Services as detailed in the Privacy Policy.

You also agree to maintain accurate, complete, and up-to-date information in your Account and that we and others may rely on your information as accurate, current and complete. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired identification on file, may result in your inability to access or use the Service.

All Orchid Dental Supply Users must be at least eighteen (18) years of age to open an account with, make purchases from, or participate in promotions offered as part of Orchid Dental Supply ‘s Services. By using Orchid Dental Supply’s Services, you expressly represent and warrant that you are at least 18 years old, are legally entitled to enter into this Agreement, and have the right, authority and capacity to enter into and abide by the Terms of Service of this Agreement.

Additionally, you are responsible for all activities that occur under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. You also agree that you are the sole authorized user of your Account, and you may not assign or otherwise transfer your Account to any other person or entity. Any attempt by another individual to use your Account may result in your inability to use the Service, and/or suspension from Orchid Dental Supply’s Services. You are responsible for the use of your Account and Orchid Dental Supply expressly disclaims any liability arising from the unauthorized use of your Account. If you suspect unauthorized access of your Account or any other breach of security, you agree to notify us immediately. However, Orchid Dental Supply recognizes that many of you are dental practices with office staff in charge making purchases. This paragraph does not prohibit you from allowing authorized staff members or employees to use your Account.

Orchid Dental Supply reserves the right, in its sole discretion, to set the requirements for, or to suspend, disable, deny access to, or disallow the registration of your Account for any reason. If you believe your inability to access your Account or Orchid Dental Supply’s Services has been made in error, please contact our Customer Support team. You acknowledge and agree that Orchid Dental Supply shall not be liable to you or any third party for any termination of your access to Orchid Dental Supply’s Services. The Terms of Service of this Agreement shall survive and endure beyond any termination, deletion, or suspension of your Account, or if you cease using Orchid Dental Supply’s Services.

If you wish to terminate, delete, suspend, or otherwise disable your Account or use of Orchid Dental Supply’s Services, please contact customer support. By registering for an Account, you acknowledge and agree that Orchid Dental Supply must maintain certain User Data, including PII, for business, legal and/or operational purposes, including to prevent account abuse. Any remaining PII not necessary for this task will be deleted from your Account in a reasonable amount of time following the request. For further information on our privacy practices and how we handle your User Data, please review the Privacy Policy.

2.2 Orchid Dental Supply Communications

By entering into this Agreement or using Orchid Dental Supply’s Services, you expressly consent and agree to accept and receive communications from Orchid Dental Supply and/or Vendors that you transact with, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Orchid Dental Supply.

By consenting to being contacted, you understand and agree that you may receive communications (including those generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages) sent by or on behalf of Orchid Dental Supply, and/or Vendors, including but not limited to: operational or transactional communications concerning your Account or use of Orchid Dental Supply’s Services; updates concerning new or existing features of Orchid Dental Supply’s Services; communications concerning Promotions (defined below) run by Vendors; and news or industry developments concerning Orchid Dental Supply, Vendors, or third parties

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, UNSUBSCRIBE FROM ORCHID DENTAL SUPPLY’S PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF, INCLUDING CLICKING THE UNSUBSCRIBE LINK PROVIDED AT THE BOTTOM OF THE EMAIL. IF YOU WISH TO OPT OUT OF PUSH NOTIFICATIONS YOU MAY DO SO THROUGH YOUR DEVICE SETTINGS. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES TO THE PHONE NUMBER YOU RECEIVED THE MESSAGE FROM.

YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING ORCHID DENTAL SUPPLY’S SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM ORCHID DENTAL SUPPLY (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), PLEASE CONTACT OUR CUSTOMER SUPPORT LINE AT 1-800-6015251. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS OR CALLS MAY IMPACT YOUR USE OF ORCHID DENTAL SUPPLY’S SERVICES.

2.3 Electronic Records & Signatures

You agree that your electronic signature while using Orchid Dental Supply’s Services is the legal equivalent of your manual or paper signature. You consent to receive any communications, records, receipts, notices, agreements, documents, and disclosures provided by Orchid Dental Supply regarding your Account and Orchid Dental Supply’s Services electronically (collectively, “Electronic Communications”). We may provide these Electronic Communications to you via the Site, email, text message, push notification, chat, customer support, or other electronic communications.

In order to access and retain Electronic Communications, you will need at least the following computer hardware and software:

In order for us to send you Electronic Communications, you must ensure your contact information and email address is true, accurate and complete at all times. You acknowledge and agree Orchid Dental Supply will be deemed to have provided Electronic Communications to you even if your contact information on file is incorrect, out of date, blocked by your service provider, or you are otherwise are unable to receive Electronic Communications. You can update your contact information at any time by logging into your Account and updating your profile settings, or by contacting Customer Support.

You can withdraw your consent to receive Electronic Communications at any time by sending us an email with the subject line “Withdrawing E-Sign Consent” to support@orchiddentalsupply.com. However, if you withdraw your consent to receive Electronic Communications, Orchid Dental Supply reserves the right to immediately close your Account as we may be unable to properly facilitate your use of Orchid Dental Supply’s Services.

2.4 Pricing, Shipping, Billing, Refunds, and Promotions

2.4.1 Pricing of Products Sold Via Orchid Dental Supply’s Site

As an online marketplace for dental supplies, Orchid Dental Supply uses descriptions and/or images to illustrate the products available for purchase on its Site. These descriptions and/or images are provided for illustrative purposes only and may not reflect the actual packaging, contents, color, etc. of a particular product. Orchid Dental Supply attempts to be as accurate as possible in the Product descriptions or images it uses. However, Orchid Dental Supply is not a supplier and does not itself package, test, or label the Products available on the Platform. Orchid Dental Supply does not warrant that Product descriptions and/or images available on its Site are accurate, complete, reliable, current, or error-free.

You understand and acknowledge that you may incur fees or charges from Orchid Dental Supply or our Vendors in connection with the products purchased through the use of Orchid Dental Supply’s Services (“Charges”). All Charges will be identified in your cart prior to or during checkout, and in your receipt. Such Charges may include some combination of the following:

Prices on Orchid Dental Supply’s Site are subject to change at any time without notice. No price is confirmed until the checkout process is complete. In the event of a typographic error, error in pricing or error in product description received from our Vendor(s), we shall have the right to refuse or cancel any orders placed for the incorrectly-listed product.

2.4.2 Sales Tax

Orchid Dental Supply calculates, collects, and remits tax on sales made by Vendors of products that are shipped to users located in all provinces of Canada that have enacted Marketplace Facilitator, Marketplace Fairness, or similar laws. These laws shift collection responsibility from the Vendor to marketplaces such as Orchid Dental Supply that facilitate the Vendor’s sale.

Marketplace Tax Collection is the process of Orchid Dental Supply automatically calculating, collecting and remitting sales tax on behalf of all sellers for orders shipped to customers in states that have enacted Marketplace Facilitator or similar laws. Sellers cannot opt out of this tax collection. Sellers will not be responsible for remitting sales tax collected on orders sold by them on the Orchid Dental Supply platform in Canada.

For orders shipped to customers in all provinces of Canada, Vendors remain responsible for the determination, collection and remittance of sales tax. Orchid Dental Supply is unable to speak on behalf of a Vendor’s tax obligations. Tax information for specific Vendors can usually be found on the vendor detail page under the “Sales Tax” section.

Sales tax is generally calculated based on the total selling price of each item. Depending upon the province’s tax laws, the total selling price of the item may include shipping and handling charges.

Although tax is not required to be collected in provinces where the Vendor is not registered, this does not necessarily mean the transaction is not subject to sales tax. Purchases may be subject to use tax which must be remitted directly to the province by the customer purchasing the item. Purchases are not exempt from sales tax solely because they are purchased on the internet, by catalog or by other remote means. Please contact the tax authorities in your province for additional information about your responsibilities for remitting use tax.

Please note that amount of estimated tax appearing on an order may differ from the sales taxes ultimately charged at the time of credit card authorization.

2.4.3 Shipping and Handling

Orchid Dental Supply is not responsible for the shipping and handling of products purchased through its Site.

Orchid Dental Supply may provide an Estimated Time to Ship for products based on the historical shipping performance by a Vendor for a given product. Where product level information is not available, Orchid Dental Supply provides the Vendor’s overall historical shipping performance for all products sold by that Vendor. Estimated Time to Ship does not include transit time from the Vendor’s facility to yours. Estimated Time to Ship is the average shipping performance for the past 90 days and does not represent a guarantee or promise of present or future performance.

Orchid Dental Supply provides a Promised Handling Time for products based on handling time information provided by the Vendor. Orchid Dental Supply encourages vendors to maintain this information but cannot guarantee that the Vendor will meet this performance level.

2.4.4 Payments

When you make a purchase via our site, we will ask you for your name, phone number, email address, shipping and billing address, and other information so we can fulfill your order. Please note that we use a third-party payment service provider, and by providing this information to us, you are simultaneously providing the same information to our providers.

The payment processing and storage of your credit card information are handled by Stripe, Inc. Stripe will collect your credit card information and charge your credit card for the order, as further detailed below. For more information about Stripe’s privacy practices, you can review here. Reviewing these policies will help you understand how Stripe collects, uses and safeguards the information you provide as part of a credit card transaction on our Site.

You agree to provide current, complete and accurate credit card and account information for all purchases made on our Site. You agree to make all payments for any order placed by you.

2.4.5 Returns

Orchid Dental Supply is not responsible for your ability to return or receive refunds for any products purchased through its Site. Returns and/or Refunds are subject to the policies set forth by each Vendor as posted on Orchid Dental Supply’s Site, and each Vendor is responsible for providing any refunds. However, as part of its Services, Orchid Dental Supply will help you arrange for any returns allowed by a Vendor`s policy. To arrange for a return, contact our Customer Service Department.

2.4.6 Promotions

From time to time, Vendors may offer certain promotions or contests (“Promotions”) that may confer discounts to products purchased from our Site or prizes awarded to contest winners. These Promotions are subject to additional terms and conditions (“Rules”) and are incorporated herein by reference. All such Rules will be published on our Site during the period the Promotion is available.

2.4.7 Mobile Data Fees & Usage

Orchid Dental Supply is not responsible for any fees or usage charges related to your access of Orchid Dental Supply’s Services. Your mobile network’s data and messaging rates and fees may apply if you access or use Orchid Dental Supply’s Services from a device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use Orchid Dental Supply’s Services and any updates thereto. Orchid Dental Supply does not guarantee that Orchid Dental Supply’s Services, or any portion thereof, will function on any particular network, hardware, or devices.

3. Privacy & Confidentiality

3.1 Confidential Information

You agree not to use, disclose, or permit disclosure of, for any purpose other than as stated in this Agreement, (i) any technical, financial, strategic, and other proprietary and confidential information or data relating to Orchid Dental Supply’s business, operations, and properties; (ii) the technical, financial, strategic, and other proprietary and confidential information or data relating to the business, operations, or properties of any Vendor; (iii) the User Data or Personal Information related to any other User; (iv) any non-public information of Orchid Dental Supply, any Vendor, or any User that such party designates as being proprietary or confidential, or of which the other party should reasonably know that it should be treated as confidential (collectively, “Confidential Information”). You agree that all Confidential Information shall remain the exclusive property of the disclosing party. You agree not to disclose or permit disclosure of any Confidential Information to third parties for any purpose except as permitted under these Terms, to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, to prevent Confidential Information from falling into the public domain, and to return or destroy all Confidential Information of the disclosing party upon termination of this Agreement or at the request of the disclosing party subject to applicable law. In the event Confidential Information is required to be disclosed pursuant to the order or requirement of a court administrative agency, or other governmental body, you agree to provide prompt notice of such court order or requirement to Orchid Dental Supply to enable Orchid Dental Supply to seek a protective order or otherwise prevent or restrict such disclosure.

Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (i) is or becomes part of the public domain at a time it is intentionally disclosed by Orchid Dental Supply or has entered the public domain through no act or omission on the part of the receiving party; (ii) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

3.2 User Privacy

Orchid Dental Supply may collect User Data as detailed in the Privacy Policy. By entering into this Agreement, you affirmatively agree to Orchid Dental Supply’s collection, use, and sharing of your information and data as described in the Privacy Policy and any subsequent and future updates thereto. As Orchid Dental Supply may update its Privacy Policy without notice, you agree to periodically review the Privacy Policy. You understand that Orchid Dental Supply may retain your User Data for business, legal, regulatory, safety and other necessary purposes after this Agreement is terminated, and agree to Orchid Dental Supply’s use of your User Data.

3.3 Restricted Activities

With respect to your use of Orchid Dental Supply’s Services, you agree that you will not:

3.4 Termination

Orchid Dental Supply may immediately, without notice, terminate this Agreement and/or stop providing access to its Services if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Orchid Dental Supply believes in good faith that such action is reasonably necessary to protect the personal safety or property of Orchid Dental Supply, its customers, or third parties.

4. Licensing and Intellectual Property

4.1 License Granted By User

At times, you may be allowed post or submit feedback, comments, questions, reviews, and other content or information on Orchid Dental Supply’s Site. (“User Content”). You are solely responsible for, and the sole owner of the User Content that you upload, publish, display, link to, or otherwise make available on the Orchid Dental Supply Site, and agree Orchid Dental Supply is acting only as an interactive computer service for your publication of such User Content.

User Content may be posted so long as the content is not illegal, obscene, threatening, defamatory, an invasion of privacy, infringement of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of software viruses, political campaigning, commercial solicitation, links to other websites or any form of “spam”. You shall not use a false email address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any User Content.

By making available any User Content, you hereby grant Orchid Dental Supply a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free right and license, with the right to sublicense through multiple tiers, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, distribute, broadcast and otherwise exploit such User Content in any media or format, or to prepare derivative works or incorporate into other works such User Content in any media or format. Nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit any User Content. You acknowledge and agree that you do not acquire any rights to any research or commercial products that may be developed by Orchid Dental Supply or its collaborating partners. You specifically understand that you will not receive compensation for any research or commercial products that include or result from your User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through or to the Orchid Dental Supply Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available or you have all rights, licenses, consents and releases that are necessary to grant Orchid Dental Supply the above license to such User Content; and (ii) neither the User Content itself, you making it available, or Orchid Dental Supply’s use of the User Content will infringe, misappropriate or violate any third party rights, including, without limitation, any patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Orchid Dental Supply reserves the right, but is not obligated, to review, monitor, reject or remove any User Content, at Orchid Dental Supply’s sole discretion at any time and for any reason, without notice to you.

We may, but shall not be obligated to, remove or edit any Submissions, including comments or reviews, for any reason.

4.2 Copyrights

Orchid Dental Supply is the owner or licensee of all copyrights in and to the content on this website, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this website; and (ii) the design, selection and arrangement of this website. All rights reserved.

Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this website and the materials provided hereon for the purpose of obtaining and reviewing your account information. Specifically, you are granted permission to view or download a single copy of the material on the website solely to access our services, place orders, and review your account information. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Orchid Dental Supply or its licensors. Orchid Dental Supply and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this website for any purpose not expressly authorized herein without the prior written permission of Orchid Dental Supply or its licensors is forbidden.

4.3 Trademarks

All trademarks, service marks, trade names, logos, and other designations (collectively the “Marks”) are the sole property of Orchid Dental Supply G.P.., or other third parties that have granted Orchid Dental Supply the right and license to use such Marks. Nothing contained on this website should be construed as granting any license or right to use any such Marks without the written permission of Orchid Dental Supply or such third party that may own the Marks displayed.

5. Dispute Resolution and Arbitration Agreement

This Dispute Resolution and Arbitration Agreement shall apply if (i) your country of residence is in Canada; or (ii) your country of residence is not in the Canada, but any claims between you and Orchid Dental Supply are brought in Canada.

5.1 Agreement to arbitrate

BY ENTERING INTO THIS AGREEMENT, YOU AND ORCHID DENTAL SUPPLY MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Orchid Dental Supply ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Orchid Dental Supply, including our respective affiliates, subsidiaries, parents, successors and assigns, and each of our officers, directors, employees, agents, or shareholders.

5.2 Claims

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING INDIVIDUAL ARBITRATION SOLELY BETWEEN YOU AND ORCHID DENTAL SUPPLY. The term “Claim” means any and all past, present or future disputes, claims or controversies between you and Orchid Dental Supply, whether based in contract, statute, regulation, ordinance, tort (including, without limitation, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort) or any other legal or equitable theory. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, without limitation, any and all claims arising out of or relating to: this Agreement and prior versions thereof (including the scope, applicability, breach, termination, enforcement, interpretation or validity thereof); the Site; Orchid Dental Supply’s Services; your relationship with Orchid Dental Supply. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, interpretation or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

6. Miscellaneous

6.1 Indemnification

By entering into this Agreement and using Orchid Dental Supply’s Services, you agree to defend, indemnify and hold Orchid Dental Supply, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) your violation or breach of any term of this Agreement, or any applicable law or regulation, whether or not referenced herein; (ii) your use or misuse of Orchid Dental Supply’s Services or Products available therein.

6.2 Disclaimer Of Warranties

ORCHID DENTAL SUPPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ORCHID DENTAL SUPPLY PLATFORM. ORCHID DENTAL SUPPLY DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF ORCHID DENTAL SUPPLY’S SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA, (B) ORCHID DENTAL SUPPLY’S SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH ORCHID DENTAL SUPPLY’S SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN ORCHID DENTAL SUPPLY’S SERVICES WILL BE CORRECTED, OR (F) THE ORCHID DENTAL SUPPLY NETWORK OR OTHER ASPECTS OF ORCHID DENTAL SUPPLY’S SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ORCHID DENTAL SUPPLY’S SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ORCHID DENTAL SUPPLY. ORCHID DENTAL SUPPLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF ORCHID DENTAL SUPPLY’S SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF ORCHID DENTAL SUPPLY’S SERVICES, AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

6.3 Delays

Orchid Dental Supply’s Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Orchid Dental Supply does not guarantee the availability or uptime of Orchid Dental Supply’s Services. You acknowledge and agree that Orchid Dental Supply’s Services may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, Shipping and Handling from Vendors may be subject to limitations, delays, and other problems inherent in physical delivery, and Orchid Dental Supply is not responsible for any delays, delivery failures, or other damages, liabilities, or losses resulting from such problems.

6.4 Limitation Of Liability

IN NO EVENT SHALL ORCHID DENTAL SUPPLY, INCLUDING ITS LICENSORS, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “ORCHID DENTAL SUPPLY” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). ORCHID DENTAL SUPPLY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE, OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, ORCHID DENTAL SUPPLY’S SERVICES INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE ORCHID DENTAL SUPPLY’S SERVICES, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER, RETAILER, BRAND, SPONSOR, OR OTHER THIRD-PARTY PROVIDER WHOSE ADVERTISING APPEARS ON ORCHID DENTAL SUPPLY’S SERVICES OR IS REFERRED THROUGH ORCHID DENTAL SUPPLY’S SERVICES, EVEN IF ORCHID DENTAL SUPPLY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ORCHID DENTAL SUPPLY MAY INTRODUCE YOU TO VENDORS, BRANDS OR OTHER THIRD-PARTY PROVIDERS FOR THE PURPOSES OF PROVIDING MARKETPLACE SERVICES. ORCHID DENTAL SUPPLY WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY VENDOR, BRAND, OR OTHER THIRD-PARTY PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE ORCHID DENTAL SUPPLY FROM ANY AND ALL ANY LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO SUCH THIRD PARTIES. ORCHID DENTAL SUPPLY WILL NOT BE A PARTY TO DISPUTES, NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD PARTIES.

CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

6.5 Notice

Orchid Dental Supply may give notice by means of a general notice on its Site, email, telephone, text message or by written communication sent by first class mail or pre-paid post to your address on record in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Orchid Dental Supply (such notice shall be deemed given when received by Orchid Dental Supply) at any time by sending an email to: support@OrchidDentalSupply.com. Please specify the reason for the email in the subject line so it can be forwarded to the proper department.

6.6 Assignment

This Agreement may not be assigned by you without the prior written approval of Orchid Dental Supply but may be assigned without your consent by Orchid Dental Supply to: (i) a parent or subsidiary; (ii) an acquirer of assets; (iii) a successor by merger; or (iv) any third party that assumes Orchid Dental Supply’s rights and obligations under this Agreement. Any purported assignment in violation of this section shall be void.

6.7 Export Control

You agree to comply fully with all Canada and foreign export laws and regulations to ensure that neither Orchid Dental Supply’s Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using Orchid Dental Supply’s Services, you represent and warrant that: (i) you are not located in a country that is subject to a Canada Government embargo, or that has been designated by the Canada Government as a “terrorist supporting” country; and (ii) you are not listed on any Canada Government list of prohibited or restricted parties.

6.8 Term For Cause Of Action

You and Orchid Dental Supply agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Orchid Dental Supply’s Services or these Terms must be filed within one (1) year after such claim or cause of action arose. Otherwise such claim or cause of action is permanently barred.

6.9 Typographical or Other Errors

While Orchid Dental Supply Inc. makes reasonable efforts to provide information which is accurate, Orchid Dental Supply Inc. does not guarantee that its efforts will always be successful. Therefore, as set forth above, Orchid Dental Supply Inc. does not warranty that its Site will be free of errors and disclaims any liability for such errors.

7. General

No joint venture, partnership, employment, or agency relationship exists between you, Orchid Dental Supply, or any third party as a result of these Agreements (including Orchid Dental Supply’s Terms) or use of Orchid Dental Supply’s Services. If any provision of these Agreements are held to be invalid or unenforceable, you and Orchid Dental Supply agree that such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Orchid Dental Supply to enforce any right or provision these Agreements shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Orchid Dental Supply in writing.

These Agreements constitutes the entire agreement between you and Orchid Dental Supply and governs your use of Orchid Dental Supply’s Services, superseding any prior agreements between you and Orchid Dental Supply. These Agreements and the relationship between you and Orchid Dental Supply shall be governed by the laws of the Quebec without regard to its conflict of law provisions. In the event that either you or Orchid Dental Supply commence a court action, any such action shall be brought exclusively in the province or federal courts located in Montreal, Quebec, and you and Orchid Dental Supply both submit to personal jurisdiction there. The section titles or headings in these Terms are for convenience only and have no legal or contractual effect. A printed version of this these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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