User Agreement

If you would like to see past versions of the Aesthetic Virtual Subscription Use Agreement, please contact us at support@aestheticvirtual.com and we would be happy to provide you with a copy of any prior version.

Section 1. Applicability of this User Agreement.

Aesthetic Virtual (“AV”) provides a web-based solution that connects potential patients interested in learning more about how to improve their smile with potential health care providers (the “AV Service”).The AV Service is free to potential patients, but health care providers (each a “Customer”) must purchase a subscription for use by their authorized users. If you are either a potential patient using the AV Service on your own or an authorized user accessing the AV Service pursuant to a Customer’s purchased subscription rights, you are a “User” and subject to this User Agreement. This User Agreement is a legally binding contract between AV and you, the prospective user reading these words.

If you are accessing the AV Service pursuant to rights purchased by a Customer who authorized you to access the AV Service, you may or may not be an employee of the Customer. But, you must agree to comply with this User Agreement if you access or use the AV Service.

If you have any questions over this document or what legal terms apply to your use of the AV Services, please contact AV at support@aestheticvirtual.com.

Section 2. Acceptance and Modification to this User Agreement.

By accessing or using the AV Service, or by clicking to accept or agree to the User Agreement when this option is made available, you acknowledge that you have read, understand, and agree, without limitation or qualification, to be bound and abide by the User Agreement, which include our Privacy Policy, incorporated herein by reference. If you do not wish to agree to the User Agreement or the Privacy Policy, you must not access or use the AV Service. The AV Service is offered and available to users who are eighteen (18) years of age or older. By using the AV Service you represent and warrant that you are of legal age to form a binding contract with AV. Also, please note that we may revise and update this User Agreement from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the AV Service thereafter. Your continued use of the AV Service following the posting of changes means that you accept and agree to the changes. It is your responsibility to check this User Agreement periodically for changes, as these changes are binding on you.

Section 3. Notice Regarding Dispute Resolution.

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access and use the AV Services, through a generally available web browser, in accordance with this Agreement. Any other use of AV Services is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the AV Service and all related items.

Section 4. Our Rights and Obligations.

This User Agreement contains provisions that govern the resolution of claims between you and AV. It also includes 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, you will only be able to pursue claims against AV on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Section 5. Privacy Policy.

We value your privacy and understand your privacy concerns. Please review our Privacy Policy, which also governs your access to and use of the AV Service, so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the AV Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You further understand that any information collected by AV may be transferred to the United States and/or other countries for storage, processing and use by AV and its affiliates.

Section 6. If a Customer Invited You to Use the AV Service, Your Use is Controlled by a Customer.

If an organization or other third party that we refer to in this User Agreement as a Customer has invited you to use the AV Service and join one or more of that Customer’s account, your access and use of the AV Services is controlled by that Customer.

The Customer who invited you to use the AV Service has separately agreed to our Customer Agreement, which permits that Customer to create and configure user accounts so that you and others may join as authorized Users. The Customer Agreement contains terms concerning AV’s provision of professional Services and the AV Service to Customer, who may then invite authorized Users, such as your, to join. When a User, such as you, submits any content or information to the AV Service (“Customer Data”), you acknowledge and agree that the Customer Data is owned by the Customer and the Customer Agreement provides the Customer with choices and control over that Customer Data. These choices and controls may result in the access, use, disclosure, modification or deletion of Customer Data.

Section 7. Disclaimers.

AS BETWEEN AV AND CUSTOMER, YOU AGREE THAT CUSTOMER IS SOLELY RESPONSIBLE TO (A) INFORM ITS AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY AV SERVICE SETTINGS THAT MAY IMPACT ON THE HANDLING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM CUSTOMER’S AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE AV SERVICE, AND (C) RESPOND TO AN RESOLVE ANY DISPUTE WITH CUSTOMER’S AUTHORIZED USER RELATED TO OR BASED ON CUSTOMER DATA, THE AV SERVICE OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

AV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE AV SERVICE OR THE PROFESSIONAL SERVICES AND ALL RELATED COMPONENTS AND INFORMATION, ALL OF WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. AV EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. YOU ACKNOWLEDGE THAT AV DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES OR AV SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

Section 8. Acceptable Uses.

To help ensure a safe and productive environment, all Users must comply with the following acceptable use standards when using the AV Service, as well as promptly report any inappropriate behavior or content to AV.

Acceptable Uses. You agree to undertake the following:

Comply with all applicable laws and government regulations, including, without limitation, privacy laws, intellectual property laws, health care laws, export control laws, labor and employment laws, tax laws, and regulatory requirements;
Upload and distribute only data to which User owns or has otherwise all required rights and permissions under law and under contractual and fiduciary relationships and do so only in compliance with all applicable laws and governmental regulations;
Provide accurate information and update it as necessary;
Use commercially reasonable efforts to prevent unauthorized access to our use of the AV Service;
Protect passwords and access to sensitive personal information and other information that is confidential in nature;
Monitor and control activities conducted through your account;
Promptly notify us of you are aware of or suspect any illegal or unauthorized activity or security breach, including any loss, theft or unauthorized disclosure or use of a user name or password;
Regularly review and comply with this User Agreement
Regularly review and comply with our Privacy Policy;
Review and comply with notices sent by AV concerning the AV Service; and
Use the AV Service in a professional manner.

Unacceptable Uses. You agree not to do the following:

Publish or input inaccurate information;
Use or attempt to use another’s account or create a false identity on AV;
Upload, post, transmit or otherwise make available any content that: (a) is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; (b) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships; (c) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; or (d) contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of AV or any User.
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the AV Services, or any part thereof.
Utilize or copy information, content or any data you view on and/or obtain from AV to provide any service that is competitive with AV;
Adapt, modify or create derivative works based on AV Services or technology underlying the AV Service;
Rent, lease, loan, trade, sell/re-sell access to the AV Service or any information therein, or the equivalent, in whole or part;
Remove any copyright, trademark or other proprietary rights notices contained in or on the AV Service;
Infringe or use AV’s brand, logos and/or trademarks in any business name, email, or URL, except as expressly permitted by AV;
Access the AV Service for purposes of monitoring AV’s availability, performance or functionality for any competitive purpose, including for purposes of building a similar or competitive product or service or to copy any ideas, features, functions or components of the AV Service;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of AV’s website or the AV Service;
Attempt to or actually access the AV Service by any means other than through the interfaces provided by AV;
Attempt to or actually override any security component included in or underlying the AV Service;
Use the AV Service in a manner that may harm minors or that interacts with or targets people who are under the age of eighteen;
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on AV’s infrastructure, including, but not limited to, attempting to gain unauthorized access to the AV Service, or transmitting or activating computer viruses through or on the AV Service;
Interfere with or disrupt AV or the AV Service, including, but not limited to, any servers or networks connected to AV.

Section 9. Your Use Rights and Termination of Such Rights.

If you are accessing pursuant to a Customer’s subscription, this User Agreement remains in effect until your Customer’s subscription for you expires or is terminated, or your access to the AV Service has been terminated by the Customer or AV. Please contact your Customer if you at any time wish to terminate your use of the AV Service, including due to any disagreement with this User Agreement.

If you are a potential patient, this User Agreement remains in effect until you elect to close your account or AV terminates your account.AV may terminate your account at any time, without notice.You may terminate your account by contacting AV at support@aestheticvirtual.com.

Section 10. Limitation of Liability.

To the maximum extent permitted by law, neither AV nor any of our affiliated companies, employees, agents, consultants, contractors, members, or managers (‘AV Affiliates’) shall be cumulatively liable for (a) any damages in excess of the greater of either $10 USD or the total amount paid by you to AV during the six-month period preceding the event giving rise to the alleged liability, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Professional Services or AV Service, or any of the content or other materials on, accessed through or downloaded from AV. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

A. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

B. Not apply to any damage that AV may cause you intentionally in violation of this User Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this User Agreement.

Section 11. Notices.

Notices regarding this Agreement to AV shall be in writing and sent by first class mail or overnight courier (if from within the United States), or international courier, addressed to AV at the headquarters address shown on our Website, Attn: Contracts Administrator.AV may give notice applicable to AV’s general customer base by means of a general notice through the AV messages portal, and notices specific to You by electronic mail to Your designated contact’s email address on record with AV, or by written communication sent by first class mail or overnight courier (if to an address within the United States), or international courier, to Your address on record in AV’s account information.All notices shall be deemed to have been given three (3) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twelve (12) hours after sending by confirmed facsimile or email.

Section 12. Invalidity; Waivers.

If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.

Section 13. Severability.

If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Section 14. Assignment and Delegation.

You may not assign or delegate any rights or obligations under this User Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this User Agreement, fully or partially without notice to you. We may also substitute, effective upon notice to you, AV for any third party that assumes our rights and obligations under this User Agreement.

Section 15. Governing Law; Jurisdiction

We operate and control the AV Service from our location in the State of Arizona, USA.We make no representation that any information, materials or functions included on or through our sites are appropriate for use in any other jurisdiction. If you choose to access the AV Service from locations other than within the State of Arizona, you do so on your own initiative and are responsible for compliance with applicable laws and regulations.You agree that this Agreement, and the rights and obligations hereunder, shall be governed by, and construed in accordance with, the laws of the State of Arizona without giving effect to conflict of laws principles

Except as set forth below, ANY DISPUTE OR CLAIM ARISING UNDER THIS USER AGREEMENT, INCLUDING THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE, OR RELATING IN ANY WAY TO YOUR USE OF THE PROFESSIONAL SERVICES AND AV SERVICE WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT; provided, however, that the following are exceptions to our agreement to arbitrate our disputes:

(a) Any claim that qualifies as a small claim in a court of limited subject matter jurisdiction must be brought in such court; and

(b) Any claim for injunctive relief may be brought in a court of competent jurisdiction to enjoin intellectual property infringement or misuse.

All disputes subject to arbitration hereunder shall be settled and determined by arbitration before a panel of one (1) arbitrator in Maricopa County, Arizona, pursuant to the Commercial Rules of the American Arbitration Association then in effect. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrator shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to the prevailing party. Notwithstanding any of the foregoing, THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.

You may opt out of this agreement to arbitrate by providing written notice of your intention to do so to AV within 60 days of the earlier of your first use of the AV Service or your registration with the AV Service.

Any cause of action or claim you may have arising out of or relating to the User Agreement or the AV Service must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Section 16. Entire Agreement.

You agree that this User Agreement, including the documents incorporated herein by reference such as the Privacy Policy, constitutes the entire, complete and exclusive agreement between you and us regarding the Professional Services and AV Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.