DENTAL INTERFACE 360 – TERMS OF USE

TABLE OF CONTENTS

  

1.       Introduction

2.       General Terms – User Accounts & Subscriptions

3.       General Terms – User Conduct

4.       General Terms – User Data

5.       General Terms – Proprietary Rights

6.       General Terms – Fees & Payment

7.       Specific Terms relating to the Directory

8.       Specific Terms relating to the Buy/Sell

9.       Specific Terms relating to training and online education products

10.    Specific Terms relating to Supplier Catalogue Listings

11.    Specific Terms relating to News Feed

12.    General Terms – No Warranties

13.    General Terms – Links to Third Party Sites

14.    General Terms – Disclaimer

15.    General Terms – User Warranties

16.    General Terms – Limitation of Liability

17.    General Terms – Indemnity

18.    General Terms – Assignment

19.    General Terms – Termination & Suspension

20.    General Terms – Governing Law & Jurisdiction

21.    General Terms – Entire Agreement

 

 

1. INTRODUCTION

 

    1.1 Welcome to the Dental Interface 360 application (“Application”) and website located at https://dentalinterface360.com (“Website”) (collectively and individually referred to as “DI-360”). 

 

    1.2 DI-360 is owned and operated by Dental Interface 360 Pty Ltd (“Company”, “we”, “us”).

 

    1.3 DI-360 is a digital platform connecting leading dental professionals, educators and suppliers all in one place. 

 

    1.4 The DI-360 platform is comprised of a range of different sections, including but not limited to “Directory”, “Buy/Sell”, “Training Videos & Courses”, “Catalogues”, “News Feed”, “Job Ads” and “Buy/Sell Clinics” (together “Sections”). The Company reserves the right to remove, add or modify the Sections at any time in its sole discretion.

 

    1.5 By accessing or using DI-360 in any manner, you become a user of DI-360 and these Terms of Use shall apply to you as a user (“User”, “you”, “your”). 

 

    1.6 Please read these Terms of Use carefully. These Terms of Use constitute a legally binding agreement between you and us and each time you access or use DI-360 you are agreeing to be bound by these Terms of Use (“Agreement”).

 

    1.7 We reserve the right to alter, modify, add to or change in any way, any provision of these Terms of Use and may, in our absolute discretion, limit or expand the services available via DI-360, without giving prior notice to you. It is your responsibility to check the Terms of Use each time you use DI-360.

 

 

GENERAL TERMS

 

2. USER ACCOUNTS & SUBSCRIPTIONS

 

    2.1. In order to access and use many of the services available on DI-360 you will be required to set up and maintain a DI-360 account (“Account”). 

 

    2.2. When creating an Account, you must ensure the details you enter are true and correct.

 

    2.3. Each User is solely responsible for maintaining the confidentiality of their Account, including password and data and for all activities that occur under their Account.

 

    2.4. You must notify us immediately if you believe your Account has been compromised. We shall not be liable for any loss or damage that any User incurs as a result of a security breach of their Account. You will be solely responsible for any loss or damage we incur as a result of such security breaches found to have resulted from any act or omission by you.

 

    2.5. Once you have set up an Account you will need to become a subscriber to be able to access and/or use many of the services available via the DI-360 Sections. You will become a subscriber (“Subscriber”) by paying (and maintaining) the applicable annual subscription fee as listed on the Pricing Schedule on DI-360 from time to time (“Pricing Schedule”).

 

 

3. USER CONDUCT

 

    3.1. As a User you must not (and must not allow any third party to):

        (a) use DI-360 in any manner that could damage, disable, overburden, or impair DI-360; 

        (b) attempt to gain unauthorised access to any parts of DI-360;

        (c) interfere or attempt to interfere with the proper working of the DI-360 software; 

        (d) use any robot, spider, scraper or other automated means to gain unauthorised access without express written permission from Company;

        (e) analyse, reverse engineer, attempt to replicate the underlying ideas, algorithms, and source code of DI-360; and/or

        (f) transmit any viruses, worms, defects, Trojan horses, malware or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data of DI-360.

 

    3.2. The Company reserves the right to disable any unauthorised links or frames and disclaims any responsibility for the content available on any third party website or application which is linked to or from DI-360. 

 

    3.3. As a User you agree not to use DI-360;

        (a) in an obscene, defamatory, abusive, harassing or threatening manner; and/or

        (b) for any purpose that is unlawful or is prohibited by these Terms of Use. 

 

 

4. USER DATA

 

    4.1. Users are solely responsible for any data or information which they upload onto DI-360 (“User Data”). 

 

    4.2. DI-360 is a platform which makes User Data accessible. In using DI-360, you therefore acknowledge that much of the information and content on DI-360, including but not limited to  information and content on the Sections of DI-360, is User Data.

 

    4.3. To the fullest extent permitted by law the Company is not responsible for any User Data or the loss of any User Data. All User Data is the sole responsibility of the User who uploads it to DI-360. The Company does not condone or support the views of any User or any User Data. 

 

    4.4. The User agrees to grant the Company a non-exclusive licence to use, copy, transmit, store, and back-up their User Data for the purposes of enabling the User to access and use DI-360 and for any other purpose related to DI-360. 

 

    4.5. The Company may allow third-party applications access to User Data in order to provide particular DI-360 services. 

 

    4.6. The Company reserves the right without prior notice to remove User Data in its sole discretion if the Company deems any User Data may be harmful, objectionable or if it knows, or suspects that any User Data infringes on the rights of others or any applicable law or is otherwise in breach of these Terms of Use. 

 

 

5. PROPRIETARY RIGHTS 

 

    5.1. All content elements of DI-360 (but excluding User Data), including but not limited to, all underlying software, code, design, text, graphics, footage, photographs, sound recordings, musical works and other files are owned by, controlled by, or licensed to, the Company (“Company Materials”). All rights are reserved. No Company Materials may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms of Use, without the prior written consent of the Company. 

 

    5.2. All trade marks, logos, trade dress and service marks on DI-360 are either common law trade marks or registered trade marks owned or controlled by the Company or by third parties that have authorised such use and may not be copied, imitated, or used, in whole or in part, other than in accordance with these Terms of Use.

 

 

6. FEES & PAYMENT 

 

    6.1. All fees, commissions and subscriptions relating to the DI-360 services shall be set out on the Pricing Schedule from time to time. 

 

    6.2. DI-360 fees, commissions and subscriptions set out in the Pricing Schedule are subject to change and it is the User’s responsibility to check current pricing each time that they use DI-360. 

 

    6.3. All amounts payable via DI-360 are subject to the terms of use of the relevant payment processing facility selected by the User and it is the User’s responsibility to read and agree to the applicable merchant terms of service each time the User makes a payment via DI-360. The Company is not responsible for any payments processed (or not processed) via any third-party payment processing facility. 

 

 

SPECIFIC TERMS

 

7. TERMS RELATING TO THE DIRECTORY 

 

    7.1. A Subscriber can list themselves or their business on the DI-360 Directory by completing the required Directory listing form via DI-360. 

 

    7.2. By posting a Directory listing on DI-360, the Subscriber warrants to the Company that all information contained in the listing is correct and truthful and agrees to keep such information up to date. 

 

 

8. TERMS RELATING TO BUY/SELL 

 

For the purposes of these specific terms, “Seller” refers to someone who sells products via the Buy/Sell section of DI-360 and “Buyer” refers to someone who purchases

products via the Buy/Sell section of DI-360. “Product(s)” means any goods which are sold via the Buy/Sell section of DI-360.

 

For Sellers

 

    8.1. A Subscriber can become a Seller on the Buy/Sell section of DI-360 by completing the online form process to become a Seller. 

 

    8.2. A Seller can create a listing for one or more Products on DI-360 by uploading:

        (a) a description of the Product;

        (b) any image necessary to represent the Product;

        (c) any terms of use and/or licensing restrictions on the purchase and use of the Product; and

        (d) the Seller’s refund or exchanges / returns policy (if any) relating to the Product

        (“Product Listing”). 

 

    8.3. The Seller is solely responsible for ensuring that all Products it sells:

        (a) are of the quality, standard, functionality and requirement as represented in the applicable Product Listing; and

        (b) are not offensive, unsafe, harmful, objectionable and/or defamatory in any way. 

 

    8.4. The Buyer is solely liable for any loss or damage as a result of errors made in the Product Listing or any deficiencies in the Products themselves and the Buyer hereby releases and indemnifies the Company (and its directors, shareholders, officers, employees, and representatives) from and against any such loss or damage. 

 

    8.5. In the event that the Company deems a Product Listing to be harmful, objectionable or that it infringes (or potentially infringes) on the rights of others or any applicable law, the Company has the sole discretion to remove such Product Listing without prior notice. 

 

    8.6. The Seller may apply its own promotions and/or discounts to its Products in its sole discretion. 

 

    8.7. Any cancellation, refund or exchange requests relating to Products will be in accordance with the applicable Seller’s terms as noted on the applicable Product Listing and the Seller is solely responsible for handling such requests. The Seller acknowledges that DI-360 is purely a platform allowing for the buying and selling of goods and the Company has no responsibility or liability with respect to Products including with respect to returns or exchanges. 

 

    8.8. The Company is entitled to the Buy/Sell Commission from every Product sold via DI-360 as set out on the Pricing Schedule from time to time.

 

    8.9. The Company has full discretion to change the Buy/Sell Commission from time to time and will give reasonable notice to the Seller of such changes. 

 

    8.10. If the Company determines a Seller is in =breach of these Terms of Use, the Company may, in its sole discretion and without prior notice, limit access, suspend or terminate the Seller’s Account and refuse any and all current or future use of the Seller’s Account. Such termination shall not release the Seller of any obligations existing at the time their Account is terminated. In addition to terminating the Agreement, the Company will be regarded as discharged from any further obligations under this Agreement and may pursue any additional or alternative remedies provided by law.

 

    8.11. The Seller warrants to the Company as follows:

        (a) The Seller has the necessary right, title and interest (including but not limited to applicable copyright) to upload and sell the Products listed by the Seller via DI-360,             and in doing so warrants that no third party rights or applicable laws are infringed;

        (b) That the Seller’s User Data uploaded on a Product Listing does not contain any viruses, tracking software or other programming algorithms that interfere with the             Company and/or a Buyer’s privacy, data or computer systems;

        (c) The contract formed between the Seller and Buyer from a sale of any Products is solely between the Buyer and Seller and that the Company is not a party to such                 contract, nor does the Company assume any responsibility arising out of or in connection with such contract;

        (d) The Seller is responsible for any other fees or costs that it may incur and for paying any applicable income, sales, or other taxes that it may generate via DI-360;

        (e) If the Seller is using DI-360 or agreeing to these Terms of Use on behalf of another person or entity, (including but not limited to a company or other organisation) the          Seller represents and warrants that they have the power and authority to bind such person or entity to the terms of this Agreement;

        (f) Any personal information belonging to a Buyer and provided to the Seller via DI-360, including but not limited to a Buyer’s full name, address and contact                              information, will be kept confidential and used solely for the purposes of providing the applicable Product; and

        (g) That the Company will not be in any way liable to the Buyer or Seller or any third party for any indirect, consequential, exemplary, incidental, special or punitive                      damages, including for loss of money, goodwill, reputation or User Data arising from the Seller’s use of DI-360.

 

For Buyers

 

    8.12. In order to purchase a Product, the User will be required to enter its contact, shipping details and payment and to make payment for the applicable Product via the chosen payment method. 

 

    8.13. Once the applicable Product payment has processed, the Buyer acknowledges that it is the Seller’s responsibility to deliver the applicable Product to the Buyer in accordance with any shipping terms set out in the applicable Product Listing (“Delivery”). 

 

    8.14. The Buyer acknowledges that the Company will not be liable for any: 

        (a) delay and/or failure in delivery of a Product; and/or

        (b) damage or loss to a Product resulting from the Delivery of a Product;

        and the Buyer will look solely to the applicable Seller in this respect. 

 

    8.15. Any cancellation, refund or exchange requests will be in accordance with the Seller’s terms as noted on the applicable Product Listing and the Buyer acknowledges that the Seller is solely responsible for handling such requests. The Buyer acknowledges that DI-360 is purely a platform allowing for the buying and selling of goods and the Company has no responsibility or liability with respect to Products or returns or exchanges. 

 

    8.16. The Buyer acknowledges that the Company will not be liable for:

        (a) any loss or damage as a result of errors made in checkout and/or any errors in the Product Listing as represented to the Buyer; and/or

        (b) the availability, quality, standard and/or functionality of any Product listed by a third party Seller. 

 

9. TERMS RELATING TO TRAINING AND ONLINE EDUCATION PRODUCTS 

 

    9.1. A Subscriber can list a training course or education product (“Education Listing”) on the DI-360 Education section by completing the required Education Listing form via DI-360. 

 

    9.2. If a Subscriber creates an Education Listing on DI-360, they will become an “Education Provider” for the purposes of these Terms of Use and they agree to be bound by these specific terms. 

 

    9.3. By posting an Education Listing on DI-360, the Education Provider warrants to DI-360 that they are entitled to make available the applicable training course or education product listed on the Education Listing and that all information contained in the Education Listing is owned or controlled by them and is correct and truthful and they agree to keep such information up to date. 

 

    9.4. The Education Provider is solely responsible for setting the terms and conditions relating to any the provision of the applicable training course or education product listed on the Education Listing. The Education Provider hereby indemnifies and holds the Company (and its directors, shareholders, officers, employees, and representatives) forever harmless with respect to any losses or damage they may suffer with respect to any Education Listing provided by that Education Provider. 

 

    9.5. Where the Education Listing directs a User to a third party website or location for payment and/or delivery of the applicable training course or education product, the Education Provider agrees to account to the Company for its applicable Education Listing Commission (as listed on the Pricing Schedule from time to time) on a monthly basis and shall provide the Company with a statement showing how the Education Listing Commission has been calculated in the previous month. 

 

    9.6. Where the Education Listing allows for a User to access and pay for the applicable training course or education product directly on DI-360, the Company shall collect such payment and account to the Education Provider for any Education Listing fees collected after the deduction of the applicable Education Listing Commission (as listed on the Pricing Schedule from time to time) on a monthly basis. In this instance, the Company shall provide the Education Provider with a statement showing how the Education Listing Commission has been calculated and how many sales have been processed via DI-360 in the previous month. 

 

    9.7. The Education Provider agrees not to do anything which would deny the Company the Education Listing Commission and shall allow the Company to inspect its books and records insofar as they relate to any income earned from Education Listings at any time on 7 days notice. 

 

    9.8. The Education Provider agrees that for Education Listings which relate to the provision of video or other audio visual content via DI-360, that such content will only be available to stream via DI-360 and will not be available Users to record or download via DI-360. 

 

 

10. TERMS RELATING TO SUPPLIER CATALOGUE LISTINGS 

 

    10.1. A Subscriber can list one or more of their product catalogues relating to the dental industry (“Catalogue Listing”) on DI-360 Catalogue section by paying the Catalogue Listing Fee (as listed on the Pricing Schedule from time to time) and by completing the required Catalogue Listing form via DI-360.

 

    10.2. If a User creates a Catalogue Listing on DI-360, they will become an “Catalogue Supplier” for the purposes of these Terms of Use and they agree to be bound by these specific terms relating to Catalogue Listings. 

 

    10.3. All products in each Catalogue Listing must be registered with the Therapeutic Goods Administration. All Catalogue Suppliers will be required to upload their current Therapeutic Goods Administration certificates and registrations for each Catalogue Listing to DI-360 prior to creating any Catalogue Listing (“TGA Documentation”). It is the sole responsibility of the Catalogue Supplier to ensure their TGA Documentation is kept up to date and accurate and DI-360 shall not be liable for any failure of the Catalogue Supplier to do so. 

 

    10.4. By posting a Catalogue Listing on DI-360, the Catalogue Supplier warrants to DI-360 that all information contained in the Catalogue Listing is owned or controlled by them and is correct and truthful and the User agrees to keep such information up to date. 

 

 

11. TERMS RELATING TO NEWS FEED

 

    11.1. A Subscriber can submit news pieces, updates, promotions or other information to appear in the News Feed section of DI-360 (“News Submissions”) by completing the News Submission form on DI-360. By submitting a News Submission, the Subscriber acknowledges that the Company may (in its sole discretion) agree or refuse to include the News Submission in the News Feed. 

 

    11.2. The Subscriber who submits a News Submission warrants to the Company that the information contained in the News Submission is true and correct and that they have the right to make such News Submission publicly available. 

 

    11.3. The Company shall not be responsible in any way for the views or information contained in any Subscriber’s News Submissions which appear on the News Feed. 

 

 

GENERAL TERMS

 

12. NO WARRANTIES 

 

    12.1. If you are using DI-360 or agreeing to these Terms of Use on behalf of another person or entity, including but not limited to a company or other type of organisation, you represent and warrant that you have the power and authority to bind such person or entity to the terms of this Agreement. 

 

    12.2. DI-360 is provided on an “as is” basis and without representations or warranties of any kind to the User, whether express or implied, including without limitation as to the quality and/or fitness of DI-360 for a particular use, accessibility or warranties that access to or use of DI-360 will be uninterrupted or error-free. 

 

    12.3. The Company does not represent that DI-360 will be secure or free of viruses or other harmful material or elements, or that any User Data or Company Materials will be correct, accurate, timely or complete.

 

    12.4. The Company Materials and/or User Data may include technical inaccuracies or typographical or other types of errors. The Company has the right to make changes, modifications and updates to any Company Materials contained on DI-360 in its sole discretion and without prior notice. 

 

    12.5. You warrant and represent that you are acquiring the right to access and use DI-360 for business purposes and, to the fullest extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers do not apply to the supply of the DI-360 service.

 

 

13. LINKS TO THIRD PARTY SITES

 

    13.1. The Company is not responsible for the content or practices of websites operated by third parties that are linked to or from DI-360. These links are meant for your convenience only and you agree that once you leave DI-360 via any third party link, you are responsible for checking the applicable terms of use of that third party site.

 

 

14. DISCLAIMER

 

    14.1. The Company is in no way responsible for:

        (a) the conduct and behaviour of any individual User;

        (b) any incorrect or inaccurate content on DI-360 (whether such content is Company Materials or User Data); and/or

        (c) the consequences of any malfunction of any software, equipment or programming associated with the operation of DI-360.

 

    14.2. There may be times when DI-360 is temporarily unavailable due to maintenance or any other reason beyond the control of Company. In the event that DI-360 is unavailable, Company shall be in no way responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, unauthorised access to, or alteration of User Data or other content.

 

 

15. USER WARRANTIES 

 

    15.1. IN USING DI-360 THE USER WARRANTS TO THE COMPANY:

        (h) THAT THE COMPANY WILL NOT BE IN ANY WAY LIABLE TO THE USER OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,             SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, REPUTATION OR DATA ARISING FROM THE USER’S USE OF DI-        360; AND

        (i) THAT THE USER WILL NOT HOLD THE COMPANY RESPONSIBLE FOR ANY OTHER USER’S ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO ANYTHING IN             CONNECTION WITH DATA ENTERED. THE USER AGREES THAT COMPANY HAS NO CONTROL OVER, DOES NOT GUARANTEE, AND DISCLAIMS ANY AND ALL                 LIABILITY FOR THE QUALITY OF DATA AND THE ACCURACY OF INFORMATION CONTAINED ON DI-360.

 


16. LIMITATION OF LIABILITY 

 

    16.1. The Company has no liability for consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused, arising in any way out of or in connection with DI-360.

 

    16.2. Any content accessed, downloaded or otherwise obtained on or through the use of DI-360 is at the User’s own discretion and risk. The Company shall have no responsibility for any damage to any User’s computer system or loss of data that results from the download or use of DI-360.


 

17. INDEMNITY 

 

    17.1. The User hereby indemnifies the Company (and its directors, shareholders, officers, employees, and representatives) against any loss or damage suffered:

        (a) arising from the User’s breach of any of this Agreement; or 

        (b) in the event that any aspect of DI-360 does not function as intended for any reason beyond the reasonable control of the Company and particularly in connection             with:

            (i) service interruptions caused by an internet service provider; 

            (ii) an internet connection; 

            (iii) any fault or deficiency in computer hardware or software; and/or

            (iv) any fault or deficiency in audio/visual hardware.

 

    17.2. Should the Company (in its sole discretion) determine that any User has breached these Terms of Use, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.

 

 

18. ASSIGNMENT

 

    18.1. The User acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of Company. Company may assign (in whole or in part) the provisions of this Agreement at any time in its sole discretion.

 

 

19. TERMINATION & SUSPENSION 

 

    19.1. The Company, in its sole discretion, has the right to limit access, suspend or terminate and refuse any and all current or future use of DI-360 if it determines the User is in breach of this Agreement. Such termination shall not release the User of any obligations existing at the time their Account is terminated. 

 

    19.2. To the fullest extent permitted by law, where this Agreement is terminated (whether by you or the Company), you will not be refunded for any fees already paid. 

 

    19.3. If a notice of termination is given to the User, Company may, in addition to terminating the Agreement:

        (a) disable the User’s Account;

        (b) be regarded as discharged from any further obligations under this Agreement; and/or

        (c) pursue any additional or alternative remedies provided by law.

 

    19.4. The following sections of these Terms of Use will survive termination: Proprietary Rights; User Warranties, Disclaimer, Limitation of Liability, Indemnity, Termination & Suspension, Governing Law and Jurisdiction and Entire Agreement Clause.

 

 

20. GOVERNING LAW AND JURISDICTION 

 

    20.1. These Terms of Use and the access and use of DI-360 shall be governed by and construed in accordance with the laws of Victoria, Australia. By accessing and using DI-360, the Users accepts that any dispute under these Terms of Use or arising out of access and/or use of DI-360 shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using DI-360, Users hereby submit to the jurisdiction of such courts for such purposes.

 

    20.2. Users are solely responsible for compliance with any applicable laws of the country from which they access DI-360.

 

 

21. ENTIRE AGREEMENT 

 

    21.1. This Agreement shall constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understanding of the parties with respect thereto.

 

    21.2. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.