Terms of Service of ShadeWave, LLC
This agreement governs your use of our services.
ShadeWave is a web-based, subscription service offering licenses to dentists and laboratory personnel. Subscribers can use the service to upload images and process them to determine tooth shade.
Subscribers are granted a nontransferable nonexclusive limited license to use ShadeWave for the licensed term. The license is granted solely to the person who subscribes. Each user must have his or her own license to use ShadeWave. Licenses may not be shared, and you will neither use anyone else’s login information nor provide your login information to anyone else. Further, you will not allow any third party to use your subscription to access our website.
Subscribers must ensure that their login details are kept confidential.Youmust promptly notify us in writingif you become aware of any unauthorized use of your login information.You are responsible for any activity on our website arising out of any failure to keep your login and password confidential.
Use of Website
You will not remove or otherwise alter any copyright notice, trademark, or other indicia of authorship, source or ownership contained in the materials on our website. You will use our website only in accordance with the terms of this agreement and in accordance with all applicable laws, regulations and ordinances. You will not upload any malicious code to our website or interfere in any way with the performance of our website.
Length of Service
ShadeWave is a subscription service allowing a subscriber in good standing to access his or her account for the subscription period. This is typically a twelve month (one year) license period, whether paid monthly or annually. Service begins after you set up a ShadeWave account and your credit card or bank account is charged.
Renewal of Service
You may be contacted by email and/or by message in ShadeWave as the time for renewal nears. If you renew your subscription, your credit card or bank account will be charged for the amount and length of time specified.You then will be sent a confirmation by email.
Your credit card or bank account will be charged annually or monthly depending on the type of service you select. You authorize us to charge such credit card or bank account for the initial subscription term and any renewal subscription term(s). You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
If any amount is not received by us when due, then, without limiting our rights or remedies, (a) the outstanding balance will accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower, and (b) we maysuspend your account until such amounts are paid in full.
Canceling Service: Subscribers
New subscribers may cancel within 30 days of subscription and receive a full refund. Usually this will be through the user’s credit card. To cancel, you should enter your account profile and select “cancel.”
If your subscription is canceled or not renewed, you will not have access to your images unless/until you reinstate the account. ShadeWave will keep cancelled account information for 60 days past cancellation date. After that time, the account and all information may be permanently deleted. ShadeWave has an export mechanism if you wish to retain your images.
Canceling Service: ShadeWave
We may cancel a subscription if a subscriber has violated the terms of this agreement or has provided false information to us (e.g., a dental laboratory signs up as a dentist). In that event, there will be no refund.
ShadeWave may also cancel a subscription for any other reason. In that event, you will receive a prorated refund.
ShadeWave limits the number of images in a case to ten (10). Each user is allowed a gigabyte of stored data at the base rate. If you store additional data, you must pay for that storage at our then-current rate.
There is a functional difference in the use of ShadeWave by dentists and laboratory users. Only a dentist can create a case, that is, set up a patient for shade determination. Laboratory users can access a case if and when chosen by the dentist but cannot create a case.
Lost Images, No Access to Account
ShadeWave will not be responsible if images are lost or destroyed, the ShadeWave website is inaccessible, or you cannot access your account for any other reason. Further, ShadeWave is not liable if the processing of shades is not seated due to mismatches. Incorrect photography may result in crowns not matching.
You will promptly report to us any errors you discover in the operation of the website or our services.
Availability, Security and Privacy
We will use commercially reasonable efforts to make the website available 24 hours a day, 7 days a week, except for: (i) planned downtime and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, Internet service provider failure or delay, or denial of service attack.
We won’t sell your name or contact information, and we will use commercially reasonable efforts to ensure that our website is secure.
Changes in Terms of Service
We reserve the right to modify, discontinue or terminate the website and services, as well as to modify these Terms of Service, in which event we will we notify you of the new terms using the email address you have provided. It is your responsibility to update your email address with us if your email address changes.
We retain all intellectual property rights (including but not limited to copyright and trademark) in the website and services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on our website or servicesby any means.
Disclaimer of Warranties
THE WEBSITE AND OUR SERVICESARE PROVIDED “AS IS”AND “AS AVAILABLE.” WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE WEBSITE MAY CONTAIN BUGS, ERRORS, OR OTHER LIMITATIONS.USER ACKNOWLEDGES THAT NO REPRESENTATIONS, WARRANTIES OR GUARANTEES HAVE BEEN MADE AS TO THE ACCURACY, CURRENTNESS, COMPLETENESS, ADEQUACY, RELIABILITY, SUITABILITY, APPLICABILITY, OR THE LIKE, OF THE SERVICES.
WE DISCLAIM ALL RESPONSIBILITY OR LIABILITY FOR DAMAGES IN CONNECTION WITH OR CAUSED BY MALWARE.IT IS YOUR SOLE RESPONSIBILITY TO VERIFY THAT NO MALWARE IS TRANSMITTED TO OR FROM THE WEBSITE.
Limitations of Damages
THE FOLLOWING LIMITATIONS OF DAMAGES ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF OUR AGREEMENT: OUR SOLE AND ENTIRE MAXIMUM LIABILITY FOR ANY REASON, ANDYOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, INCLUDING BUT NOT LIMITED TO:(A) ANY ERRORS OR OMISSIONS IN THE WEBSITE OR OUR SERVICES; (B) THE UNAVAILABILITY OF THE WEBSITE; (C) THE INTERRUPTION OF OUR SERVICE, (D) YOUR USE OF THE WEBSITE; OR (E) THE USE OF ANY EQUIPMENT IN CONNECTION WITH THE WEBSITE, SHALL BE LIMITED TO THE AMOUNT YOU PAID US DURING THE THEN-CURRENT SUBSCRIPTION PERIOD.
WEARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LITIGATION), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF WEMAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN SOME JURISDICTIONS, STATUTES MAY APPLY REGARDING THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY, AND, TO THE FULLEST EXTENT LAWFUL IN THOSE JURISDICTIONS, IT IS INTENDED THAT ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE HEREBY DISCLAIMED AND, IF FOR ANY REASON LIABILITY IS ASSESSED ON US, THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold us harmless from any and all liability, loss, claim, cost or expense, including but not limited to reasonable attorney fees incurred at arbitration, trial or on any appeal therefrom, which may be incurred by reason of your violation of this Agreement or by youruse of the website.
This Agreement constitutes the entire agreement between us and supersedes all prior agreements, understandings and proposals (whether written or oral) in respect to the matters specified. Any and all references to Paragraphs and/or Sections shall be deemed references to Paragraphs and/or Sections of this Agreement unless the context shall otherwise require.
If any provision of this Agreement is judicially declared to be invalid, unenforceable or void by a court of competent jurisdiction, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, and the part(s) of this Agreement so held to be invalid, unenforceable or void shall be deemed stricken, and the Agreement will be reformed to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. The remainder of this Agreement shall have the same force and effect as if such part or parts had never been included.
This Agreement is deemed a contract made in Washington and it shall be construed and enforced according to the laws of the State of Washington. Any suit or action instituted by either party to enforce the terms shall be brought in the courts in the State of Washington. Venue is proper only in King County in Washington.
In the event it becomes necessary for us to turn your account over to an attorney or collection agency, we shall be entitled to recover from you, and you expressly agree to pay, all costs incurred by us related to such collection activities, whether or not any suit, action or other legal proceeding is instituted, and including but not limited to attorneys’ fees, costs and expenses, at arbitration, on trial or on appeal. In the event suit or action is instituted to enforce collection or any of the terms of this contract or for its breach, the prevailing party shall be entitled to recover from the other party such sum as the court deems reasonable as attorneys’ fees at arbitration, trial or on appeal, in addition to all other sums provided by law.
The provisions relating to intellectual property, payment of outstanding balances and interest, disclaimer of warranties, limitation of damages, indemnification, contract interpretation and validity, and attorneys’ fees, as well as any amendments to the provisions of the aforementioned, will survive any termination or expiration of this Agreement.