Please Read Carefully
By clicking the “I Agree” button as part of the ordering process and by accessing and utilizing the on-line services, information, and/or materials (the “Services”) offered by HDiQ Dental you agree to the following terms and conditions of use (the “Agreement”) in connection with your use of the Services.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN YOU MUST NOT USE OR ACCESS THE SERVICES.
a. “Content” shall mean all information and data, in any form whatsoever, including, without limitation, text, data, materials, graphics, photographs, and other images appearing on the HDiQ Dental website.
b. “Customer Data” shall refer to all information and data placed in the customer’s service area of the Web Site by the customer and any and all information and data incorporated in any capacity into the Web Site.
c. “Patient Data” shall refer to any and all information relating to patients, whether individually and/or collectively.
d. “Services” shall refer to all services offered by and/or on behalf of HDiQ Dental through its Web Site and any other services provided by and/or on behalf of HDiQ Dental as described in this Agreement.
e. “Web Site” shall refer to the World Wide Web Internet site operated by and/or on behalf of HDiQ Dental at the Internet web address http://www.hdiqdental.com, any web pages operated by HDiQ dental which are or can be accessed by you from that site, and any Content and/or Services offered at and/or in connection with that site.
f. “You” and/or “Your” shall refer to the user of the Web Site and/or any of the Content and/or Services offered in connection with the
Web Site. In the event that any user uses this Web Site on behalf of another person, company, corporation, organization, and/or other legal entity, “You” and “Your” shall also refer to that person, company, corporation, organization, and/or other legal entity.
2. Grant of Limited License. HDiQ Dental grants You the limited,
non-exclusive license to use the HDiQ Dental and to access the HDiQ Dental Web Site and Content, subject to the terms and conditions of this Agreement and further subject to Your compliance with any published policies, procedures, and/or restrictions governing use of the Web Site and all applicable laws. You agree to accept and use the Services and/or Content on an “as is, where is” basis—with all faults—and to use the Services and/or Content only for Your personal and/or internal business use. In no event will you transfer, license, sublicense, rent, lend, publish, distribute, and/or disseminate—or permit any third party to access or use the Web Site or the Services and/Content or to use Your passwords and/or Whitehall University identification. This license is granted solely to
You and may not be deemed to allow or authorize any third party to have access to the Web Site or the Content or to use the Services. You agree that this license shall at all times be revocable by HDiQ in its sole and absolute discretion.
3. Your Responsibilities.
a. You agree to comply with all terms and conditions of this
Agreement and all policies referenced herein and/or posted from time to time on the Web Site.
b. You agree that You will pay all fees charged by HDiQ Dental for access to the Web Site and for the use of the Services and/or Content, as determined by HDiQ Dental from time to time, including, without limitation, as reflected on the Web Site and in accordance with the terms and procedures provided therein.
c. You agree to make reasonable efforts and exercise due diligence to back-up and protect any Customer Data you store on the Web Site.
d. You agree to comply with all privacy laws and obligations with respect to Patient Data and to ensure that any and all protected health information and personally identifiable information is handled, maintained, and secured consistent with applicable law and to not release any Customer Data or Patient Data to in violation of any HDiQ laws or legal obligations you may owe to anyone.
e. You agree to at all times to maintain and preserve the confidentiality of all Content and/or Services, including any and all Customer Data and Patient Data.
4. Limitations on Usage.
a. You shall not permit anyone else to access or use the Content and/or Services, without the prior, written permission of HDiQ Dental.
b. You shall use the Web Site and all Content and Services only for legitimate personal or internal business use. In no event shall You allow any third party to access or store any Customer Data, Patient Data, or other information on the Web Site.
c. You agree to comply with all applicable laws of any nature whatsoever relating to Your use of the Web Site and any Content and Services, including, without limitation, all laws concerning privacy, security, the use and transmission of electronic communications, and the use and disclosure of any applicable information—including Customer Data and/or Patient Data. When you choose a program either video or audio from the HDiQ Dental website, HDiQ Dental grants you a limited, revocable, non-exclusive, non-transferable license to download or stream such HDiQ Dental content to your computer and/or your Device(s) solely for your personal non-commercial use. You shall not copy, reproduce, distribute or use the HDiQ Dental Content in any other manner. You shall not sell, transfer, lease, modify, distribute or publicly perform the HDiQ Dental content in any manner and you shall not exploit it commercially. Do not (A) decompile, disassemble, or reverse engineer the HDiQ Dental Content or attempt to do so; or (B) modify the HDiQ Dental Content or create any derivative works there from. This license to the HDiQ Dental Content you Purchase will continue for as long as your copy of HDiQ Dental Content exists pursuant to and in accordance with the terms and conditions of this Agreement.
d. You agree that you will never use the Web Site or any of the Content or Services for: (i) the purpose of sending any unwanted or unsolicited messages or e-mails (or Spam); (ii) sending, using, or storing any unlawful materials, including obscene materials, any defamatory or slanderous materials, or any materials harmful to children or other classes of persons protected under applicable law; (iii) sending or storing any data or information which is designed to be harmful or damaging to any computer or electronic systems, including, without limitation, any viruses, worms, Trojan Horses, or other harmful computer software, codes, files, scripts, or programs; (iv) doing or permitting anything designed to disrupt the Web Site, the Content, the Services, and/or any other computer systems or services or to wrongfully interfere with the business interests or prospective business interests of any person and/or entity; or (v) purposes of gaining and/or attempting to gain unauthorized access to any computer or computer system.
e. You acknowledge and agree that no information or materials comprising and/or obtained through or in connection with the Content and/or Services is intended to constitute or be relied upon as professional advice, and You agree that You will consult appropriate professionals for any professional advice and/or services You require—including, without limitation, tax and accounting professionals, human resource professionals, business consultants, health care professionals, and attorneys.
5. Third-Party Sites. From time to time, HDiQ Dental may permit You to access third-party web sites and other Internet services from its Web Site. You understand and acknowledge that HDiQ Dental has no control over the data or services offered by such third-party web sites. You acknowledge that HDiQ Dental shall have no liability or responsibility for damages or losses caused by such third-party services or web sites, nor for any Customer Data that may be lost or damages incurred by or as a result of accessing such sites.
6. Intellectual Property Ownership. Any and all intellectual property rights related to the Content, Services, and Web Site, including without limitation, any patent, trademark, copyright, and trade secret rights, are and shall at all times remain the property of HDiQ Dental. Notwithstanding the foregoing, nothing in this Agreement shall give HDiQ Dental any ownership of any Customer Data stored on HDiQ Dental Web Site or servers. You also agree and acknowledge that you have read and are in agreement with the Copyright and Trademark Notice posted by HDiQ Dental on its Web Site.
a. You agree that you will pay timely, and that we may charge your credit card for any HDiQ Dental subscription, accessory, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your HDIQ Dental Account(s). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING HDiQ Dental WITH A VALID CREDIT CARD FOR PAYMENT OF ALL HDiQ Dental FEES. All HDiQ Dental Fees will be billed to the credit card you designated during the registration process. If you would like to cancel your subscription, you must cancel 30 days prior to the next billing cycle, unless you are within the first 30 day trial. If you want to designate a different credit card or there is a change in your credit card status, you must change your credit card information online at the "My Account" section of the HDiQ Dental Web Site or by contacting Customer Service at (800) 460-4030. (There may be a temporary disruption in the ability to use the HDiQ Dental Service until HDiQ Dental can verify the validity of the new credit card information.) Your use of the HDiQ Dental Service includes the ability to enter into agreements and/or to make Purchases electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TO PAY FOR YOUR PURCHASES AND APPLIES TO ALL ELECTRONIC COMMUNICATIONS AND RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE. YOU CONSENT TO HDiQ Dental PROVIDING YOU ANY INFORMATION THAT HDiQ Dental IS REQUIRED TO SEND YOU REGARDING YOUR AGREEMENT, PURCHASES AND OTHER TRANSACTIONS IN ELECTRONIC FORM. HDiQ Dental MAY PROVIDE REQUIRED INFORMATION TO YOU (1) VIA E-MAIL AT THE E-MAIL ADDRESS YOU SPECIFIED IN YOUR HDiQ Dental MEMBERSHIP SUBMISSION, (2) BY ACCESS TO AN HDiQ Dental WEBSITE THAT WILL BE DESIGNATED IN AN E-MAIL NOTICE SENT TO YOU AT THE TIME THE INFORMATION IS AVAILABLE, OR (3) BY ACCESS TO AN HDiQ Dental WEBSITE THAT WILL BE GENERALLY DESIGNATED IN ADVANCE FOR SUCH PURPOSE. YOU MAY REQUEST PAPER COPIES, WITHDRAW YOUR CONSENT, OR UPDATE YOUR E-MAIL ADDRESS by clicking the contact us and sending an email to us.
b. There will be no refunds provided unless authorized in writing by an authorized representative of HDiQ Dental. If You purchase a premium subscription as part of the Services provided by HDiQ Dental and are not completely satisfied with the service, You may immediately cancel without 30 days notice on the user subscription page if you are within the first 30 days of your services. Access to courses watched while a premium member will be terminated.
c. In the event HDiQ Dental finds it necessary to collect any amount(s) due and owing by You, You agree to pay a late fee of ten percent (10%) of the amount(s) due or fifty dollars ($50.00), whichever is greater, for the additional time and effort which may be required to collect and/or process any such payment from You. In addition, any amount(s) not timely paid when due will incur interest at the rate of eighteen percent (18%) per year until fully paid. You also agree to separately pay all costs of collection incurred by HDiQ Dental, including, without limitation, reasonable attorneys’ fees—whether or not a lawsuit is filed.
8. Term. This Agreement shall commence upon the date You first access the Web Site or use the Content and/or Services and shall continue in full force and effect until terminated as provided for in this Agreement.
a. Termination by You. You may terminate this Agreement at any time during the first 30 days and by giving 30 days notice thereafter, by clicking on the contact us button and sending us the termination request.
b. Termination by HDiQ Dental.
i. HDiQ Dental may terminate this Agreement for convenience at any time by giving you not less than 30 days notice of termination.
ii. HDiQ Dental may terminate this Agreement at any time upon Your material breach of this Agreement which breach is not cured within the following time periods: (a) in the event of breach for non-payment, fifteen (15) days following notice of non-payment; (b) except as otherwise provided below, any other breach of this Agreement, below, thirty (30) days after notice of such breach.
iii. HDiQ Dental may terminate this Agreement immediately upon giving notice to You in the event of any breach of the provisions of paragraph 4 (Limitations on Usage) which breach affects or which in HDiQ Dental reasonable judgment may affect HDiQ Dental computer system or any third-party’s computer system or which may adversely impact HDiQ Dental
ability to provide the Content and/or Services.
iv. HDiQ Dental may terminate this Agreement immediately upon Your filing for protection under any bankruptcy or insolvency laws, or any involuntary action filed against You under such laws, which is not dismissed within twenty (20) days of the involuntary filing.
10. Representation and Warranties.
a. You represent and warrant that You have the full power and authority to enter into this Agreement. If this Agreement is entered into on behalf of a person, corporation, company, organization, or other legal entity, the person signing up for Services on behalf of the company, corporation, or other legal entity represents and warrants that he or she has the full power and authority to enter into this Agreement on behalf of such person, company, corporation, organization, or other legal entity.
b. HDiQ Dental represents and warrants that it will provide the
Services in accordance with general industry standards applicable to the Services and that it will in good faith endeavor to ensure that such Services will substantially conform to the description of its Services generally published from time to time by HDiQ Dental.
c. HDiQ Dental will use commercially reasonable efforts, in accordance with industry standards, to make the Services available on a consistent and regular basis.
d. NOTWITHSTANDING THE FOREGOING, HDiQ Dental DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER WARRANTIES WITH REGARD TO THE WEB SITE, THE CONTENTS, AND THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
e. HDiQ Dental MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES WITH
REGARD TO THE RELIABILITY, TIMELINESS, QUALITY, ACCURACY, OR COMPLETENESS OF THE CONTENT AND/OR SERVICES CONTAINED IN AND/OR ACCESSIBLE THROUGH THE WEB SITE. HDiQ Dental DOES NOT WARRANT OR REPRESENT A THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT IT WILL OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIALS OBTAINED BY YOU WILL MEET YOUR REQUIREMENTS OR EXPECTATION; (E) ERRORS OR DEFECTS WILL BE CORRECTED; (F) THE SERVICES
OR SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (G) THE SERVICES, WEB SITE, AND/OR CONTENT ARE NON-INFRINGING. THE SERVICES AND ALL CONTENT AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS, WHERE IS” BASIS.
f. HDiQ Dental Content and/or Services may be subject to limitations, delay, and other problems inherent in use of the Internet.
11. Limitations on Remedies. In no event shall HDiQ Dental be liable for any indirect or consequential damages—or any economic losses, even if
HDiQ Dental has been advised of the possibility of such damages. In no event shall HDiQ Dental liability exceed the amount paid by You to HDiQ Dental.
a. You agree to indemnify, defend, and hold harmless HDiQ Dental and its employees, agents, representatives, officers, and directors from and against any claims, demands, actions, causes of action, and/or liabilities, arising out of or related in any way to: (i) a claim that Your Customer Data infringes any rights of or has caused harm to a third party; or (ii) any breach by You of this Agreement or any representation or warranty made by You in this Agreement.
b. HDiQ Dental agrees to indemnify, defend, and hold You harmless from any claims, demands, actions, causes of action, and/or liabilities arising out of or related to any breach of this Agreement by HDiQ Dental.
c. In the event of any request for indemnification under this paragraph, the party requesting such indemnification shall give the other party prompt written notice of the claim, and shall cooperate in the defense or settlement of the claim. The indemnifying party shall have the sole right to control the defense or settlement of any such claim.
a. You acknowledge that such privacy policies as are published by
b. Collected Information:
i. HDiQ Dental may require You to provide HDiQ Dental with certain contact information, such as name, address, telephone number, and e-mail address, and certain financial information, including credit information, billing name and address, and credit card information. If You are a company, corporation, or other legal entity (“Company”), additional information may be required, such as Company financial information and financial history, sales revenue, number of employees, and Company contact information. You can update personal information through the Web Site from time to time. You will have the opportunity to review personal information through the Web Site.
ii. HDiQ Dental uses the information it collects for the purpose of providing the Content and Services. HDiQ Dental may also use this information for the purpose of marketing, promoting, and providing additional Services to You and to provide information about the Web Site, Content, and Services to You or others.
iii. HDiQ Dental may also provide information about other services and products offered by business partners. You can opt out of receiving such promotions and marketing materials by indicating this when You sign up for Services or by notifying HDiQ Dental of Your decision to opt out of receiving further promotional information. HDiQ Dental will not provide personal or financial information about any customer to any third party—provided, however that HDiQ Dental may provide Your financial information to credit card companies in connection with the administration or payment of Your account, in the event any payment is the subject of inquiry or dispute by the by the credit card company or You. In addition, HDiQ Dental may disclose Your personal and financial information and account information to the extent necessary to collect any sum due by You to HDiQ Dental. In addition, HDiQ Dental may disclose any information that it is required to disclose pursuant by law or as required by a court order.
c. Customer Stored Information:
i. HDiQ Dental allows You to store certain information in the Customer Data section of the Web Site. This information is stored by You. This information is not disclosed by HDiQ Dental to any third party. HDiQ Dental will not permit any third party to access, modify, or alter the Customer Data. HDiQ Dental and its employees may access such information, but only for purposes of maintaining the Web Site and Services.
ii. HDiQ Dental takes reasonable steps in accordance with applicable industry standards to maintain the security of its Web Site, as described in its Security Policy. However, the nature of the Internet is that no one can guarantee the security of all information stored on any Internet site. You are advised to review HDiQ Dental Security Policy.
iii. Not withstanding the foregoing, HDiQ Dental will disclose any information that it is required to disclose by law or by court order.
i. When You interact with the Web Site and Services, HDiQ Dental computers send a “cookie” to Your computer. A cookie is a computer file that identifies You to the Web Site as a previous user of the Web Site, Content, and/or Services.
ii. Cookies are used by HDiQ Dental to simplify Your use of the Web Site and Services. You may disable their Web browser’s ability to store cookies on Your computer; however this may affect Your ability to use the Web Site and Services and may limit Your ability to perform certain function though the Web Site.
a. You acknowledge that such security policies as are published from time to time by HDiQ Dental (the “Security Policy”) are incorporated into this Agreement. You further acknowledge and agree that HDiQ Dental may change or update said Security Policy from time to time and that such new and/or revised policies shall be deemed to be incorporated herein ten (10) days after such new and/or revised policies are posted on the Web Site.
b. HDiQ Dental has security measures in place to help protect against the loss, misuse, and alteration of Customer Data stored at the HDiQ Dental Web Site. When the Web Site is accessed using the “https://” protocol, Secure Socket Layer (SSL) Technology protects information using both server authentication and encryption to help ensure that the Customer Data is safe and secure. In addition, HDiQ Dental uses customer identifiers and passwords to limit access to the Web Site. These safeguards help to prevent unauthorized access, maintain data accuracy, data security and ensure appropriate use of the Customer Data. You are solely responsible for maintaining the confidentiality and security of your passwords. You may not divulge your password to anyone else or use anyone else's password or HDiQ Dental Account. You are entirely responsible for all activities that occur on or through your HDiQ Dental Account(s), and you agree to notify us immediately about any unauthorized use of HDiQ Dental Accounts or any breach of security. You agree that we will not be responsible for any losses incurred in connection with any misuse of passwords and you further agree that we will have no responsibility whatsoever for your failure to comply with this Paragraph. Your breach of this Paragraph may result in immediate termination of your HDiQ Dental Account(s), and may also subject you to criminal or civil liability.
c. Notwithstanding the foregoing, the nature of the Internet is such that no security system can fully guarantee the security of data stored on the Internet. You are advised to regularly maintain back-ups of all data stored on the Web Site. You shall not violate or attempt to violate the security of the HDiQ Dental Website. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; or (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via the HDiQ Dental website.
15. Related Policies. From time to time, HDiQ Dental may adopt reasonable policies governing the use of the Web Site and/or its Contents and Services. You agree to comply with all such policies, as such may be added and/or amended from time to time. At HDiQ Dental option, a violation of any such policies may be considered a breach of this Agreement and may subject You to any and all remedies for breach as provided in this Agreement.
16. General Provisions:
a. Notices: Except as otherwise provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be sent by certified U.S. Mail (return receipt requested), overnight courier, or by electronic mail. Notices shall be deemed effective, if by mail, five (5) days after deposit in the mail as certified mail, postage prepaid, on the date of delivery, if sent by overnight courier or electronic mail at the address listed by You on Your account information. Where specifically provided in this Agreement, notice to You shall be effective by posting a notice on the Web Site as provided in this Agreement the next business day after such posting.
b. Attorneys’ Fees. In the event any litigation or arbitration is brought due to a breach of this Agreement, the prevailing party in such action shall recovery its court costs or arbitration costs and reasonable attorneys’ fees from the other party.
c. Governing Law and Jurisdiction. This Agreement is governed by
the laws of the State of Arizona and the United States of America—
without reference to choice of law principles. In the event any
litigation is brought related to or arising out of this Agreement, You
agree that such action shall be brought in the state or federal courts
located in Maricopa County, Arizona. All parties hereby consent to
the jurisdiction and venue of such courts.
d. Severability and Waiver. The failure of HDiQ Dental to exercise or enforce any right or provision of this Agreement shall no constitute a waiver or estoppel in connection with such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intention(s) as reflection in the provision, and that the other provisions of this Agreement shall remain in full force and effect.
e. Limitation of Actions. You agree that regardless of any statute or
law to the contrary, any claim(s) and/or cause(s) of action against
HDiQ Dental arising out of or related in any way to this Agreement, including, without limitation, Your use of the Content and/or Services, must be filed within one (1) year after such claim(s) and/or cause(s) of action accrued—or be forever barred.
f. Third-Party Beneficiaries. There are no intended third-party beneficiaries of this Agreement, and no rights or remedies in favor of third parties are created or contemplated as being created by any of the provisions set forth herein.
17. Policy on HDiQ Dental Subscription Plans
HDiQ Dental offers two plans for using and paying for the HDiQ Dental Service, including but not limited to those described below. All such plans for using and paying for the HDiQ Dental Service shall be referred to herein, collectively, as "HDiQ Dental Plan(s)".
A. HDIQ Dental Premium Membership Plan. The premium HDiQ Dental Membership Plan includes unlimited access to all of the courses in the HDiQ Dental library. At the end of each month or year, your HDiQ Dental Membership Plan will automatically renew for a continuous (1) month/year term thereafter, until terminated by you in accordance with this Policy on HDiQ Dental Content Plans. Each month/year, on the monthly/yearly renewal date “Monthly/Yearly Renewal Date” of the day you signed up for the premium HDiQ Dental Membership Plan. No refunds will be issued for past charges for any condition without express written consent from HDiQ Dental.
B. HDiQ Dental Free Basic Membership Plan. The HDiQ Dental Basic Membership Plan includes limited access to the courses in the HDiQ Dental library.
C. Single Course purchase. Single courses may be purchased at any time under the Basic Membership Plan.
D. Custom Membership Plans. HDiQ Dental may, in its sole discretion, offer from time to time certain custom membership plans, the terms of which may vary from the Standard Membership Plans. Such variations will be set forth in the plan description at the time of purchase. Except as expressly set forth in such plan description, all of the terms and conditions of this Agreement, including but not limited to this Policy on HDiQ Dental Content Plans, shall govern.
E. Trial Offers. HDiQ Dental may, in its sole discretion, make available free or paid trial offers to registered users (a "Trial Offer"). Trial Offers are generally for a short period of time (e.g., thirty (30) days) and are available for free or for a fee. The length and cost of the Trial Offer will be specified at the time of joining. Those who participate in a Trial Offer ("Trial Members") will have all of the same membership benefits as the related Premium Membership Plan. Trial Members may switch to a Membership Plan during their Trial Offer period. Upon expiration of any trial period, you will automatically be joined into the related Premium Membership Plan and HDiQ Dental will charge your credit card the relevant Monthly Fee. Trial Offers are limited to one per household.