Terms and Conditions

Introduction

This User Agreement, the DentalAssets.com Privacy Policy, and all policies posted on our sites set out the terms on which DentalAssets.com offers you access to and use of our sites, services, applications and tools (collectively “Services”). All policies and the DentalAssets.com Privacy Policy are incorporated into this User Agreement. You agree to comply with all the above when accessing and using our Services.

The entity you are contracting with is DentalAssets.com, 1451 Quail Street #104, Newport Beach, CA 92660 if you reside in the United States.

This User Agreement is effective upon acceptance for users who accept it through registration of a DentalAssets.com account or other electronic click-through prior to December 25, 2013. For all other users, it is effective January 1, 2014.

Please be advised that this User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, unless you opt-out of the Agreement to Arbitrate (see Legal Disputes, Section B (“Agreement to Arbitrate”)). Unless you opt-out: (1) you will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

About DentalAssets.com

DentalAssets.com is a unique marketplace that allows users, including but not limited to dentists, dental professionals, and manufacturers, to list their new or used dental equipment, supplies, CE Courses, dental practice/office, or any other dental related item for sale. It allows users to offer, sell and buy such products in various pricing formats and locations. As a marketplace, DentalAssets.com does not own or sell the items listed on this site, so the actual contract for sale is directly between the sellers and buyers. DentalAssets.com is not a traditional auctioneer.

While we may provide pricing, shipping, and other guidance in our Services, such guidance is solely informational and you may choose not to follow it. Also, while we may help facilitate the resolution of disputes through various programs, DentalAssets.com has no control over and does not guarantee the existence, quality, safety or legality of items advertised; the truth or accuracy of users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

Using DentalAssets.com

While using or accessing the Services you will not:

  • post, list or upload content or items in inappropriate categories or areas on our sites;
  • breach or circumvent any laws, third party rights or our systems, policies, or determinations of your account status;
  • use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
  • fail to pay for items purchased by you, unless the seller has materially changed the item’s description after you bid, a clear typographical error is made, or you cannot contact the seller;
  • fail to deliver items sold by you, unless the buyer fails to follow the posted terms, or you cannot contact the buyer;
  • manipulate the price of any item or interfere with other user’s listings;
  • post false, inaccurate, misleading, defamatory, or libelous content;
  • take any action that may undermine the feedback or ratings systems;
  • transfer your DentalAssets.com account (including Feedback) and user ID to another party without our consent;
  •  distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • distribute viruses or any other technologies that may harm DentalAssets.com, or the interests or property of DentalAssets.com users;
  • use any robot, spider, scraper or other automated means to access our Services for any purpose;
  • bypass our robot exclusion headers, interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
  • export or re-export any DentalAssets.com application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
  • copy, modify, or distribute rights or content from our Services or DentalAssets.com’s copyrights and trademarks;
  • copy, reproduce, reverse engineer, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, applications, or tools without the prior express written permission of DentalAssets.com and the appropriate third party, as applicable;
  • commercialize any DentalAssets.com application or any information or software associated with such application; or harvest or otherwise collect information about users, including email addresses, without their consent.
  • circumvent any technical measures we use to provide the Services. We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services.

Abusing DentalAssets.com

Without limiting other remedies, we may, limit, suspend, or terminate our services and user accounts, restrict or prohibit access to, and your activities on, our Services, delay or remove hosted content, remove any special status associated with the account, reduce or eliminate any discounts, and take technical and legal steps to keep you from using our Services if:

  • we think that you are creating problems or possible legal liabilities;
  • we think that such restrictions will improve the security of the DentalAssets.com community or reduce our or another DentalAssets.com user’s exposure to financial liabilities;
  • we think that you are infringing the rights of third parties;
  • we think that you are acting inconsistently with the letter or spirit of this User Agreement or our policies;
  • despite our reasonable endeavors, we are unable to verify or authenticate any information you provide to us; or
  • you fail to pay us all fees due for our Services by your payment due date.

When a buyer or seller issue arises we may consider the user’s performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement and to do the right thing for both buyers and sellers.

Fees

The fees we charge for using our Services are based upon type of item and total value of items in current order. We may change our fees from time to time by posting the changes on the DentalAssets.com site 14 days in advance, but with no advance notice required for temporary promotions.

You must have a payment method on file when selling on DentalAssets.com and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and, for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.) In addition, you will be subject to late fees in the amount of 1.5% of the balance due or the highest amount permitted by applicable law, whichever is lower. This fee will be applied each month until the overdue amount is paid. DentalAssets.com, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information DentalAssets.com reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at DentalAssets.com. If you wish to dispute the information a collection agency reported to a credit bureau regarding your DentalAssets.com account, you must contact the collection agency directly.

Listing Conditions

When listing an item, you agree that:

  • You are responsible for the accuracy and content of the listing and item offered.
  • Your listing may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). DentalAssets.com can’t guarantee exact listing durations.

We strive to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including, but not limited to:

  • buyer’s location, search query, browsing site, and history;
  • item’s location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;
  • seller’s history, Detailed Seller Ratings, and Feedback; and number of listings matching the buyer’s query.

Accordingly, to drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer. Some advanced listing upgrades will only be visible on certain Services. DentalAssets.com’s Duplicate Listing Policy may also affect whether your listing appears in search results.

Purchase Conditions

When buying an item, you agree that:

  • You are responsible for reading the full item listing before making a bid or commitment to buy.
  • You enter into a legally binding contract to purchase an item when you commit to buy an item or if you have the winning bid (or your bid is otherwise accepted).
  • For real estate, a bid or offer initiates a non-binding transaction representing a buyer’s serious expression of interest in buying the seller’s item and does not create a formal contract between the buyer and the seller.

 We do not transfer legal ownership of items from the seller to the buyer. 

Dental Practice/ Office Sales

DentalAssets.com allows users to list dental practices and offices (“Practice(s)”) for sale.

It is each user’s responsibility to conduct its own due diligence and investigate all matters relating to each Practice that the user is interested in purchasing, including, without limitation, legal matters, business sales, physical condition and attributes, environmental matters, economic matters, encumbrances, and all other aspects. Participant assumes all risks associated with any such inspection. In some circumstances Seller may be unable to provide physical access for inspections, and the buyer must submit offers accordingly at their own risk. All offers should be based solely on the buyer’s independent due diligence and any information contained in the purchase documents.

 

Business information may have been gathered from a variety of sources and has not been independently verified by DentalAssets.com. Participants are encouraged to consult with a licensed real estate broker, contractor, attorney, financial advisor, tax advisor, and/or other professional and fully investigate public records.

In connection with any due diligence, inspection, visit and/or investigation of the Practice, buyers shall, and are responsible for ensuring that any person or entity acting on buyer’s behalf shall, (a) refrain from placing or permitting any new liens on the Practice, (b) repair all damage arising from inspections, (c) indemnify, defend and hold harmless DentalAssets.com from all liability, claims, demands, damages and/or costs directly or indirectly arising from inspections, and (d) carry any required policies of liability, workers’ compensation, and other applicable insurance defending and protecting DentalAssets.com from liability for any injuries to persons or property occurring during any inspection.

DentalAssets.com makes no representations or warranties as to the accuracy or completeness of any information contained on the Website, any Practice listing, or as otherwise made available by DentalAssets.com, seller or seller’s broker. The Website, any information or software therein, and DentalAssets.com Services are provided on an “as is, as available” basis. NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE WITH RESPECT TO THE WEBSITE, ANY INFORMATION OR SOFTWARE THEREIN, OR DENTAL ASSET’S OFFER SUBMISSION SERVICES, AND DENTALASSETS.COM EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES. EACH PARTICIPANT AGREES TO USE THE WEBSITE AND DENTALASSETS.COM’S OFFER SUBMISSION SERVICES AT USER’S OWN RISK. DENTALASSETS.COM MAKES NO REPRESENTATION OR WARRANTY RELATING TO MANAGEMENT OF THE PURCHASE AND SALE PROCESS. 

International Buying and Selling

Many of our Services are accessible to international sellers and buyers. We may offer certain programs, tools, and site experiences of particular interest to international sellers and buyers, such as estimated local currency conversion and international shipping calculation tools. Sellers and buyers are responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of items.

You may list your items directly on one or more of DentalAssets.com’s sites. Alternatively, we may display your listing on DentalAssets.com sites other than the DentalAssets.com site where you listed your item for sale. If your item is sold to a buyer on an DentalAssets.com site other than your DentalAssets.com site of registration, you agree to be subject to that other site’s policies and DentalAssets.com’s policies.

To assist users who may speak different languages, we may translate listings and other user and/or DentalAssets.com content, in whole or part, into other languages. If you are a buyer, we also may provide you with access to tools so you can request an on-demand translation of certain content on our sites, such as parts of a listing or a message from a DentalAssets.com user. The accuracy or availability of the translation resulting from such on-demand translation is not guaranteed.

Content

When providing us with content or posting content using DentalAssets.com’s Services, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and intellectual property rights you have in the content, in any media known now or in the future. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights against us, our sublicensees or assignees.

You represent and warrant that none of the following infringe any intellectual property right: your provision of content to us, your posting of content using the Services, and our use of such content (including of works derived from it) in connection with the Services.

We may offer catalogs of stock images, descriptions and product specifications that are provided by third-parties (including DentalAssets.com users). You may use catalog content solely in connection with your DentalAssets.com listings.

While we try to offer reliable data, we cannot promise that the catalogs will always be accurate and up-to-date, and you agree that you will not hold our catalog providers or us responsible for inaccuracies in the catalogues. The catalog may include copyrighted, trademarked or other proprietary materials. You agree not to remove any copyright, proprietary or identification markings included within the catalogs or create any derivative works bases on catalog content (other than by including them in your listings).

Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act. Learn how to submit a notice to DentalAssets.com.

Holds

To protect against the risk of liability, DentalAssets.com has at times requested, and may continue to request, that PayPal restrict access to funds in a seller’s PayPal account based on certain factors, including, but not limited to, selling history, seller performance, riskiness of the listing category, or the filing of an DentalAssets.com Buyer Protection case. This may result in PayPal determining to restrict funds in your PayPal account in order to manage PayPal’s risk exposure pursuant to PayPal policies.

Authorization to Contact You

You agree to receive calls, including autodialed and/or pre-recorded message calls, from DentalAssets.com at any of the telephone numbers (including mobile telephone numbers) that you have provided us or that we have otherwise obtained. We may place such calls and texts to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; (vii) contact you with offers and promotions; or (vi) as otherwise necessary to service your account or enforce this User Agreement, our policies, applicable law, or any other agreement we may have with you. Standard telephone minute and text charges may apply.

We may share your telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the User Agreement, our policies, or any other agreement we may have with you. These service providers may also contact you using autodialed or prerecorded messages calls and/or SMS or other text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.

Privacy of Others; Marketing

If DentalAssets.com provides you with information about another user you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Additional Terms

 

  • Returns – DentalAssets.com offers a managed returns process to simplify returns for buyers and sellers. If the buyer returns an item because it does not match the listing description, sellers will generally be responsible for return shipping costs. DentalAssets.com may automatically apply the DentalAssets.com returns process to listings where returns are accepted.

 

  • DentalAssets.com Buyer Protection Policy – Most DentalAssets.com sales go smoothly, but if there’s a problem with a purchase, DentalAssets.com helps buyers and sellers communicate and resolve issues. Buyers and sellers agree to comply with Dental Assets.com policies and permit us to make a final decision on any DentalAssets.com buyer protection matter.

If a seller is required to reimburse the buyer or DentalAssets.com, the seller authorizes DentalAssets.com to remove the reimbursement amount (in same or other currency) from their account. The seller is required to have a valid payment method on file. If there are insufficient funds in the account, the seller authorizes DentalAssets.com to charge any reimbursement amount owed to the payment method on file. We may also place the reimbursement amount on the seller’s invoice. If seller does not provide DentalAssets.com with a valid payment method, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.

We may suspend the DentalAssets.com Buyer Protection policy without notice if we suspect abuse or interference with the proper working of the policy.

Disclaimer of Warranties; Limitation of Liability

We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. Bid update and other notification functionality in DentalAssets.com’s applications may not occur in real time. Such functionality is subject to delays beyond DentalAssets.com’s control.

You agree that you are making use of our Services at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, to the extent permitted by applicable law, we (including our parent, subsidiaries, affiliates, officers, directors, agents and employees) are not liable, and you agree not to hold DentalAssets.com responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:   

  • your use of or your inability to use our Services;
  • pricing, shipping or other guidance provided by DentalAssets.com;
  • delays or disruptions in our Services;
  • viruses or other malicious software obtained by accessing, or linking to, our Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Services;
  • damage to your hardware device from the use of any DentalAssets.com Service;
  • the content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;
  • a suspension or other action taken with respect to your account or breach of the Abusing DentalAssets.com section above;
  • the duration or manner in which your listings appear in search results as set out in the Listing Conditions section above; or
  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to this User Agreement or our policies. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) any amounts due under the DentalAssets.com Buyer Protection Policy up to the price the item sold for on DentalAssets.com (including any applicable sales tax) and its original shipping costs, (b) the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability, or (c) $100.

Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from 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. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnity

You will indemnify and hold us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach this Agreement, your improper use of DentalAssets.com’s Services or your breach of any law or the rights of a third party.

Legal Disputes

You and DentalAssets.com agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the DentalAssets.com User Agreement your use of or access to DentalAssets.com ‘s sites, services, applications, and tools, or any products or services sold or purchased through DentalAssets.com’s sites, services, applications, or tools will be resolved in accordance with the provisions set forth in this Legal Disputes Section. 

Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

A. Applicable Law

You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern the User Agreement and any claim or dispute that has arisen or may arise between you and DentalAssets.com, except as otherwise stated in the User Agreement.

B. Agreement to Arbitrate

You and DentalAssets.com each agree that any and all disputes or claims that have arisen or may arise between you and DentalAssets.com relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to DentalAssets.com’s Services, or any products or services sold, offered, or purchased through DentalAssets.com’s Services shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND DENTALASSETS.COM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND DENTALASSETS.COM AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER DentalAssets.com USERS.

  1. Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability, the scope or enforceability of this Agreement to Arbitrate, or the interpretation of Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), shall be for a court of competent jurisdiction to decide.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration: rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.

If you and DentalAssets.com are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or DentalAssets.com may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to DentalAssets.com at the following address: DentalAssets.com, 1451 Quail Street #104, Newport Beach, CA 92660. In the event eBay initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your DentalAssets.com account. Any settlement offer made by you or DentalAssets.com shall not be disclosed to the arbitrator.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or DentalAssets.com may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and DentalAssets.com subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or DentalAssets.com, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different DentalAssets.com users, but is bound by rulings in prior arbitrations involving the same DentalAssets.com user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

  1. Opt-Out Procedure

IF YOU ARE A NEW DENTALASSETS.COM USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO DENTALASSETS.COM, ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 1451 QUAIL ST., #104, NEWPORT BEACH, CA 92600.

  1. Future Changes to the Agreement to Arbitrate

Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against DentalAssets.com prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and DentalAssets.com. We will notify you of changes to this Agreement to Arbitrate by posting the amended terms on www. DentalAssets.com at least 30 days before the effective date of the changes and by providing notice through the DentalAssets.com Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30 day period and you will not be bound by the new terms.

     3. Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, DentalAssets.com will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by DentalAssets.com should be submitted by mail to the AAA along with your Demand for Arbitration and DentalAssets.com will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, DentalAssets.com will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse DentalAssets.com for all fees associated with the arbitration paid by DentalAssets.com on your behalf, which you otherwise would be obligated to pay under the AAA’s rules. 

  1. Severability

With the exception of any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”), if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in Section 1 of this Agreement to Arbitrate (“Prohibition of Class and Representative Actions and Non-Individualized Relief”) is invalid or unenforceable, then the entirety of this Agreement to Arbitrate shall be null and void. The remainder of the Agreement and its Legal Disputes Section will continue to apply.

A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”). The Notice to eBay should be sent to DentalAssets.com, Attn: Litigation Department, Re: Notice of Dispute, 1451 Quail Street #104, Newport Beach, CA 92660. DentalAssets.com will send any Notice to you to the physical address we have on file associated with your eBay account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

  1. Opt-Out Procedure

    IF YOU ARE A NEW DENTALASSETS.COM USER, YOU CAN CHOOSE TO REJECT THIS AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE USER AGREEMENT FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO DENTALASSETS.COM, ATTN: LITIGATION DEPARTMENT, RE: OPT-OUT NOTICE, 1451 QUAIL ST., #104, NEWPORT BEACH, CA 92600.

  1. Future Changes to the Agreement to Arbitrate

    Notwithstanding any provision in the Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or site link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against DentalAssets.com prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and DentalAssets.com. We will notify you of changes to this Agreement to Arbitrate by posting the amended terms on www. DentalAssets.com at least 30 days before the effective date of the changes and by providing notice through the DentalAssets.com Message Center and/or by email. If you do not agree to these amended terms, you may close your account within the 30 day period and you will not be bound by the new terms.

  1. Judicial Forum for Legal Disputes

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and DentalAssets.com must be resolved exclusively by a state or federal court located in Orange County, California. You and DentalAssets.com agree to submit to the personal jurisdiction of the courts located within Orange County, California for the purpose of litigating all such claims or disputes.

General 

DentalAssets.com LLC. is located at 1451 Quail Street #104, Newport Beach, CA 92660.

Except as otherwise provided in this Agreement, if any provision of this User Agreement is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.  In our sole discretion, we may assign this User Agreement, by providing notice of such assignment in accordance with the Notices Section.

Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

We may amend this User Agreement at any time by posting the amended terms on www. DentalAssets.com. Our right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement. Except as stated otherwise in this User Agreement or elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the DentalAssets.com Message Center and/or by email. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and an DentalAssets.com representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

The policies posted on our sites may be changed from time to time. Changes take effect when we post them on the DentalAssets.com site.

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement.

The User Agreement, the DentalAssets.com Privacy Policy, and all polices set forth the entire understanding and agreement between you and DentalAssets.com and supersede all prior understandings and agreements of the parties.

The following Sections survive any termination of this User Agreement: Fees, Content, Disclaimer of Warranties; Limitation of Liability; Indemnity, and Legal Disputes.

If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

 

Bidder Agreement

Access to the confidential information, and acceptance of this Confidentiality Agreement, is available only for the limited purposes and uses set forth in our Terms and Conditions. Other uses are strictly prohibited.

This Confidentiality Agreement (this “Agreement”) is entered into by and among Dental Capital Resources Group, LLC (“DentalAssets”), the owner of the confidential materials (“Owner”), and the party seeking to access such information (“You,” “Your”), and is effective on the date executed and accepted by You.

DentalAssets, together with retained brokers and auctioneers, provides marketing and auction services to Owner as to certain of Ownerâ€TMs real property assets or commercial mortgage loans secured by real property (eac”hP, raoperty” and together the “Properties”), and in connection therewith makes available to You Confidential Materials (as defined below) related to the Property; You desire to access the Confidential Materials for a Property in connection with a possible purchase or desire to extend commercial financing for such Property (the “Transaction”), and, in consideration of the privileges granted to You in accessing such Confidential Materials, and for other good and valuable consideration, You agree as follows:

Confidential Materials. “Confidential Materials”means all technical information, the website and any and all content associated therewith, marketing information, financial statements, tenant information, appraisal and title reports, intellectual property, environmental statements and information, and/or any other business information, regardless of whether such information is marked as “confidential” or “proprietary,” and regardless of whether such information is in oral, written, electronic, or other form. This Agreement applies to all Confidential Materials provided to You by DentalAssets or Owner, irrespective of whether such Confidential Materials are provided before or subsequent to the date of this Agreement. Confidential Materials shall not include any information which: (a) You can demonstrate was in Your lawful and unrestricted possession prior to its disclosure by DentalAssets or Owner; (b) is generally available to the public by acts other than Yours; (c) is or has been received lawfully and in good faith from a third party (except where such third party is in a protected or confidential relationship with DentalAssets or Owner), where You are not aware, after inquiry, that such third party is bound by any obligations of confidentiality relating to such information; or (d) has been independently developed by You or any third party (except where such third party is in a protected or confidential relationship with DentalAssets or Owner), without any reliance on or reference to the Confidential Materials.

Use Limitations. You shall not, and shall not permit any third party to, copy, alter, modify, photocopy, or in any other way reproduce any product or materials containing or constituting information from the Confidential Materials, without the prior written consent of DentalAssets and/or Owner. You acknowledge that You acquire no ownership, intellectual property, or other rights in the Confidential Materials. You may review the Confidential Materials for the sole purpose of evaluating whether to purchase or extend financing to the Property. Confidential Material may not be relied on by You or any third party for any purpose, including, but not limited to, securing financing necessary to purchase the Property. Access to, or use of the Confidential Materials, for other purposes is strictly prohibited. You agree that neither You, nor Your agents, shall communicate, or attempt to communicate with any preparer of the Confidential Materials, unless You obtain the prior written consent of both DentalAssets and Owner. Disclosure Limitations.By using our website, You agree to hold the Confidential Materials in complete confidence, unless You obtain the express written consent of both DentalAssets and Owner to do otherwise. You shall not permit any third party to disclose, produce, publish, permit access to, or reveal any Confidential Materials to a third party without the express written consent of both DentalAssets and Owner, except that You may disclose such Confidential Materials to Your officers, directors, employees, advisors, and other representatives (collectively the “Representatives”), where the Representatives require knowledge of such information in connection with the Transaction. When You disclose the Confidential Materials to Your Representatives, You agree to inform the Recipients of the confidential nature of such Confidential Materials, and the Representatives shall similarly agree to be bound by the terms of this Agreement. You further agree that You will not communicate with any owner, investor, tenant, or other party having an interest, whether direct or indirect, in the Property or the Transaction, without the prior written consent of DentalAssets and Owner. Maintenance of Confidential Materials. You shall take all reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of the Confidential Materials. Without limiting the foregoing, such measures shall include at least those that You take to protect Your own highly confidential information. Where You suspect or know of a misuse, unauthorized disclosure, or other release of the Confidential Materials, You agree to notify both DentalAssets and Owner as soon as reasonably possible. Destruction of Confidential Materials. At the request of Owner or DentalAssets, where such request occurs at any time during or after the term of this Agreement, You shall (a) cease use of all Confidential Materials; (b) destroy all Confidential Materials without retaining a copy of any such materials; (c) promptly deliver to DentalAssets or Owner all other Confidential Materials, together with any copies thereof, in Your possession, custody or control, or alternatively, with the written consent of Owner or DentalAssets, destroy all such Confidential Materials; and/or (d) certify all such destruction in writing to Owner or DentalAssets. Notwithstanding the foregoing, You may retain a list that contains general descriptions of any Confidential Materials returned or destroyed in order to facilitate the resolution of any disputes after the Confidential Materials have been returned. Commercial Mortgage Loans. Where the Transaction is for, or involves, the purchase of a commercial mortgage, You shall not contact the borrower or its representatives or affiliates and You have waived all rights to access or inspect the collateral property. Disclosure Required by Law or Court Order. In the event that You or any of Your Representatives are requested or required to disclose any Confidential Materials, You will provide DentalAssets and/or Owner with prompt written notification of such request or requirement and consult with DentalAssets and/or Owner as to the advisability of taking legal steps to resist or narrow such request. You further agree that, after notifying and consulting with DentalAssets and/or Owner, if it is determined that You are compelled to release any of the Confidential Materials, You shall disclose only such Confidential Information as is legally required. Failure to do so will result in Your being liable for any immediate or future harm or damages incurred by either DentalAssets or Owner as a result of Your failure to comply with this provision. Your Liability. You agree and acknowledge that, in the event of a breach of this Agreement by You or Your Representatives, DentalAssets and Owner shall be entitled to exercise any and all legal or equitable rights and/or remedies to which they are entitled. A delay or failure on the part of DentalAssets or Owner in seeking such rights and/or remedies does not constitute a waiver of the same, nor does any specification in this Agreement of any particular remedy constitute a waiver or prohibition of any other remedies in the event of a breach of this Agreement. Indemnification. You and Your Representatives acknowledge and agree to indemnify DentalAssets and Owner from all losses, claims, expenses and/or damages resulting from any breach of this Agreement. You also agree to release DentalAssets and Owner of all claims arising from the Confidential Materials, or information that should have been contained therein. Legal and Regulatory Compliance. You acknowledge that You will comply with all applicable laws, regulations, and ordinances, whether they be federal, state, local or international, regarding Your use of the Confidential Materials. Governing Law; Venue. Applicable federal law and the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute that might arise between You and DentalAssets and/or Owner. You agree that venue for any such disputes shall be located in the state and federal courts located in California. You waive any right to a claim that such forum is inconvenient. Disclaimers. DentalAssets AND OWNER EXPRESSLY DISCLAIM ANY AND ALL EXPRESS WARRANTIES WITH REGARDS TO THE CONFIDENTIAL MATERIALS. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. DentalAssets and Owner shall not incur any liability for costs, damages, or otherwise as a result of Your use and/or receipt of the Confidential Materials. DentalAssets and Owner do not, prior to the execution of a definitive contract or purchase agreement, make any guarantees, promises, covenants, or otherwise regarding any Property. Term. In the event that You purchase, or extend commercial financing for, any Property, this Agreement shall terminate upon the execution of all documentation necessary to consummate the Transaction. If You do not consummate such Transaction, this Agreement shall terminate one (1) year from the current date. Termination. Notwithstanding the foregoing, this Agreement may be sooner terminated (a) for cause, upon the immediate destruction or return of the Confidential Materials to DentalAssets or Owner or (b) without cause, upon 30 daysâ€TM written notice; provided, however, that this Agreement will be terminated immediately upon breach by You or Your Representatives. Upon the occurrence of such breach, DentalAssets or Owner may demand the immediate return or destruction of the Confidential Materials. Assignment. DentalAssets or Owner may assign this Agreement without notice to You of such assignment. You are prohibited from assigning Your obligations or duties under this Agreement, unless You obtain the prior written consent of DentalAssets and Owner. This Agreement shall bind and inure to You and Your successors, assigns, personal representatives, heirs, and executors. Modification. This Agreement may only be modified by written agreement, signed by all of the parties. Entire Agreement; Severability. This Agreement constitutes the entire understanding between You, DentalAssets and Owner, with respect to the subject matter hereof. Should any term of this Agreement be held invalid or unenforceable, that provision shall be struck, and the rest of the Agreement shall remain in effect. Entire Agreement. This Agreement constitutes the entire agreement on this matter, and supersedes all prior agreements and negotiations, whether oral or written, between the parties hereto. Electronic Acceptance: By clicking the “ACCEPT” button, You accept and agree to the terms of this Agreement. Such electronic acceptance shall be binding and enforceable pursuant to Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”), and applicable state laws. Updated: January, 2019