Terms & Conditions

Terms of Service

VitalOne Health Plans Direct, LLC DBA USA Dental Club / USADentalClub.com TERMS OF SERVICE

Last updated on: April 3rd, 2017

THESE TERMS OF SERVICE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “CUSTOMER”) AND VITALONE HEALTH PLANS DIRECT, LLC DBA USA DENTAL CLUB OR USADENTALCLUB.COM (“WE” OR “USA DENTAL CLUB”), THE OWNER AND OPERATOR OF THE WWW.USADENTALCLUB.COM WEBSITE (THE “SITE”) AND MEMBERSHIP PROGRAMS (USA DENTAL CLUB MEMBERSHIP PLANS). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE AND THE PRODUCTS AND MEMBERSHIP PROGRAMS SOLD ON IT OR BY REPRESENTATIVES OF USA DENTAL CLUB, AND MEMBERSHIPS SOLD VIA THE WEBSITE. BY ACCESSING AND USING THE SITE, OR PURCHASING A MEMBERSHIP VIA THE WEBSITE OR FROM A USA DENTAL CLUB REPRESENTATIVE, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR PURCHASE PRODUCTS FROM, OR MEMBERSHIPS TO, THE USA DENTAL CLUB OR THE WEBSITE. USE OF THIS WEBSITE, PRODUCTS AND/OR MEMBERSHIP CONSTITUTES ACCEPTANCE BY YOU OF THESE TERMS OF SERVICE.  YOU FURTHER ACKNOWLEDGE THAT YOU ARE NOT PURCHASING ANY FORM OF INSURANCE.

By signing up for a Membership (as defined below), you represent, acknowledge and agree that you are at least 18 years of age. If you are a parent or legal guardian who is registering for a child under the age of 18, you hereby agree to bind your child to this Agreement and to fully indemnify and hold harmless USA Dental Club if your child breaches or disaffirms any term or condition of this Agreement.

1 – CHANGES TO TERMS; PERSONAL INFORMATION/PRIVACY

1.1 – CHANGES TO THE SITE

USA Dental Club may add to, change or remove any part of the Site or Terms of Service, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you.

1.2 – PERSONAL INFORMATION/PRIVACY

Customers agree to provide accurate, current, and complete information as required for the purchase of the Products and Memberships (both as defined below in Section 3.1) and to update that information immediately after any information provided changes. USA Dental Club reserves the right to block further sales to Customers who provide false, inaccurate or incomplete data. Customer acknowledges that USA Dental Club uses a third party payment processing service for processing orders and bill fees to your credit card or bank account. USA Dental Club’s Privacy Policy, located on the website: www.usadentalclub.com (the “Privacy Policy”), explains how Customers’ personally identifiable information is collected, used and disclosed. You hereby agree that we may use your personal information in accordance with the terms of the Privacy Policy.

2 – USE OF SITE

2.1 – USE OF SITE; PROHIBITIONS

Subject to your compliance with this Agreement, USA Dental Club hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed on the Site (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, publicly display or perform, distribute, create derivate works from or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Site and Content automatically terminates without notice to you.

You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of USA Dental Club or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site; (d) track or seek to trace, harvest or compile any information on any other person who visits the Site; (e) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site or Content.

2.2 – USER SUBMISSIONS

The Site may offer users the opportunity to post articles, comments, photographs, videos, artwork, and other content and other materials on the Site (collectively “User Submissions”). By making a User Submission, you grant to USA Dental Club an unrestricted, royalty-free, perpetual, irrevocable and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, exhibit and display such User Submissions throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without compensation or acknowledgement of its source. You further agree that USA Dental Club is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to USA Dental Club without any monetary or other obligation to you. To the maximum extent permitted by law, you waive any and all “moral rights” you may have in User Submissions.

You agree not to post on or transmit to the Site or otherwise provide to USA Dental Club any User Submission or other material that:

  • is unlawful; libelous; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene; sexually explicit; profane; hateful; racially, ethnically, or otherwise objectionable in any manner;
  • is an advertisement or promotion for any product or service that is not an approved USA Dental Club product;
  • is false, misleading, or constitutes an unfair or deceptive trade practice;
  • promotes the use of alcohol, tobacco, or any illegal substance;
  • constitutes a breach of your contractual and/or fiduciary obligations or an invasion of privacy;
  • infringes on any third party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights;
  • is false or misleading; or
  • contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware, or other equipment.

You are solely responsible for your User Submissions and you agree to defend, indemnify and hold harmless USA Dental Club and its officers, directors, employees and agents from and against any losses, expenses, liabilities, claims, costs, and damages (“Claims”) arising from your User Submission, including, but not limited to, any Claim arising out of breach of this Agreement or for infringement of copyright, trademark, patent or other proprietary rights. You understand and acknowledge that User Submissions may be published and that USA Dental Club has no obligation to keep such User Submissions confidential. You further agree that any User Submission you provide does not contain any confidential, proprietary or trade secret information of any third party. USA Dental Club shall have no obligation to store, keep copies of or return any User Submissions.

USA Dental Club reserves the right to take any action with respect to User Submissions that it deems necessary or appropriate in its sole discretion if USA Dental Club believes any User Submission violates this Agreement, is inappropriate for the Site, may create liability for USA Dental Club, or may cause USA Dental Club to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering User submissions, either with or without notice to you.

2.3 – COPYRIGHT COMPLAINTS

USA Dental Club respects the intellectual property of others and reserves the right to terminate any user’s right to use or access to the Site if he or she has engaged in the violation of the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement and is located on Site, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) containing the following information to USA Dental Club’s designated copyright agent:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. Description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;
  5. A statement that your claim of infringement is based on a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information you have provided is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with substantially all of the above requirements of this section your DMCA notice may not be valid and we may not be able to remove infringing content. USA Dental Club’s copyright agent for notice of claims of copyright infringement on its Site can be reached as follows:

USA Dental Club
16250 NW 59th Avenue

Suite 208
Miami Lakes, FL 33014
memberservices@usadentalclub.com

 

3 – TERMS OF SALE

3.1 – SALES OF PRODUCTS AND MEMBERSHIPS TO END USERS ONLY

USA Dental Club sells Membership Programs, Coordination Services, Oral Care Products, and other Dental supplies (the “Product(s)”) via Sales Representatives and from the Site to end-user customers who purchase monthly memberships to receive the Products (“Membership(s)”) only for their own personal, non-commercial use. You may not purchase Products or Memberships for further distribution or resale or for any other commercial or business purpose. We reserve the right to limit the quantity of memberships purchased per person, per household or per order. The Membership and all rights and privileges conferred are personal and non-transferable. Memberships are subject to Product availability.

3.2 – PRICING

Pricing for Products and Memberships (including any applicable shipping and handling fees) can be found on USA Dental Club’s Website at: http:// www.usadentalclub.com. The price that USA Dental Club will charge you for the Products and Memberships will be the price as posted on the Site on the date you first sign-up for a Product or Membership. USA Dental Club reserves the right to change prices for Products and Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases.

3.3 – REFUND/CANCELLATION POLICY

It is important to note that USA Dental Club Memberships may consist of various components within a Membership Subscription or Plan that individually have separate and/or different Refund/Cancellation policies and procedures. The components of USA Dental Club Memberships are grouped into three (3) main categories:

  1. 1.     USA Dental Club Membership:

The USA Dental Club Membership portion of each USA Dental Club subscription is administered by USA Dental Club. Membership consists of Elite Care Coordination Services and Preventative Oral Care Products (Healthy Smile Kit) that are shipped on a quarterly basis to USA Dental Club members. The fees associated with USA Dental Club Membership are related to access to Elite Care Coordination services, processing of membership enrollment, assembly and handling of the Preventative Oral Care kits (Healthy Smile Kits), and maintenance of the membership as long as the membership is active. None of the fees associated with a USA Dental Club membership are associated with the actual, Preventative oral care goods that are shipped to active members on a quarterly basis.

–        Elite Care Coordination Services:

  • The Elite Care Coordination services provided to USA Dental Club members consist of access to a USA Dental Club representative, via phone or email, who will contact medical and/or dental providers on behalf of the member to:
  • Locate reputable providers within a specific geographic area for the member.
  • Confirm appointment dates and times available to the member through the respective providers.
  • Confirm the Best Rate* available to the member for specific tests, services, or procedures requested by the member through the respective provider.
  • Compare the Best Rates* and available appointment times obtained from several providers within the member’s geographic area and conveniently relay the information back to the member so that they may choose the best course of action for themselves or their eligible family members.

* The “Best Rate” refers to the rates the provider would normally charge an uninsured, cash-paying patient, for the tests, services or procedures requested by the member. USA Dental Club will NOT, under any circumstances, negotiate rates, ask for a discount or in any way ask the provider to modify their rates for a USA Dental Club Member.

–        Preventative Oral Care Goods (Healthy Smile Kit):

  • The Oral Care Products included with a USA Dental Club membership are free of charge and are included with applicable USA Dental Club Memberships. These may include Toothbrushes, Disposable Flossers, Mints, Gum, Tongue Cleaners, Disposable Toothbrushes, Teeth Whitening Systems, Toothpaste or other related products. The contents of the Oral Care Kits (Healthy Smile Kits) may vary based on availability.
  • If a specific USA Dental Club membership includes Preventative Oral Care products, do not return the products. USA Dental Club shall not be liable for Products that are returned or any damage that may come about from the return of Product or lost in transit to USA Dental Club.
  1. 3.     USA Dental Club Membership Fee:

Each USA Dental Club Membership has a one-time, non-refundable Club Membership Fee. These fees are NOT refundable* with the exception of State-specific regulations. The one-time, non-refundable Club Membership Fee associated with each USA Dental Club Membership may vary.

* USA Dental Club One-time Membership Fees are NOT refundable.

*For USA Dental Club products that include Preventative Oral Care goods (Healthy Smile Kit), there may be an early cancellation penalty of $30 if you cancel your membership within the quarterly period for which you have not made all 3 monthly payments. For example, if you receive your quarterly Healthy Smile Kit and decide to cancel within the same quarter (90 Day Period), but have not made all 3 monthly payments for the quarter that applies to the Healthy Smile Kit you have received, we will retain a $30 penalty to off-set the cost of assembly, shipping, handling and packaging of the Healthy Smile Kit you have already received. None of the goods contained in the Healthy Smile Kit, nor the entire Healthy Smile Kit, are returnable to USA Dental Club.

If you are dissatisfied with your product for any reason, USA Dental Club will refund the appropriate amount paid for your first month of service according to the Cancellation Conditions outlined below.

Cancellation Conditions: You have the right to cancel within the first 30 days after shipment of membership materials and receive a full refund of the monthly membership fees paid to USA Dental Club with the exception of the one-time, non-refundable membership fee.

If for any reason during this time period you are dissatisfied with the plan and wish to cancel and obtain a refund, you must submit a written cancellation request. USA Dental Club will accept and cancel program memberships at any time during the membership period and will cease collecting membership fees in a reasonable amount of time, but no later than 30 days after receiving a cancellation notice. If you are receiving quarterly oral care product packages, and you cancel before the end of a particular quarter, following the shipment of a quarterly oral care product package, a penalty of $30 may be assessed.

Please send a cancellation letter and, if applicable, a request for refund with your name and member number to Member Services, USA Dental Club, 16250 NW 59th Avenue, Suite 208, Miami Lakes, FL 33014 or by sending an email to memberservices@usadentalclub.com.

Promptly following USA Dental Club’s receipt of your request (typically within five (5) business days), USA Dental Club will credit the appropriate amount paid to the credit card or bank account used to make the original purchase. Notwithstanding the foregoing, USA Dental Club does not control when a specific credit card company or bank processes a refund transaction. You are responsible for contacting your credit card company or bank if you have questions about the status of the refund once it has been processed by USA Dental Club.

USA Dental Club will not provide a refund for a request that is received by USA Dental Club more than thirty (30) days after the date of original shipment (FL Residents: 30 Days from the Activation Date of your membership) from USA Dental Club. For purposes of clarification USA Dental Club also does not accept returned Products.

3.4 – PAYMENT METHODS AND AUTOMATIC MEMBERSHIP RENEWALS

USA Dental Club accepts credit card and ACH payments only. You agree to pay all fees charged to your account based on USA Dental Club’s fees, charges, and billing terms in effect as shown on the payment page when you first sign-up for a Membership to the Site or as discussed with a Sales Representative. If applicable, you are also responsible for paying any sales and use taxes and shipping and handling fees that may apply to your purchase of Products or Memberships based on the address that you provide as the shipping address when you register for a Membership, and you authorize USA Dental Club or the third party payment processing service provider that we engage to charge your credit card or bank account for any such taxes and fees. All payments shall be made by credit card or ACH in advance prior to shipping the Products. You represent and warrant that you are the cardholder of the credit card used or account holder of the bank account used. If your credit card or ACH is rejected by the card issuer or bank, if you do not pay on time or if your credit card or bank account cannot be charged for any reason, USA Dental Club reserves the right to either suspend or terminate your account and Membership. All sales and payments will be in US Dollars.

IMPORTANT NOTICE TO CONSUMER: USA Dental Club will automatically renew your Membership on each monthly anniversary date of the Membership and, as authorized by You during the Membership sign-up process, will charge your credit card or bank account with the applicable Membership fees and any shipping and handling costs and sales or similar taxes that may be imposed on your Membership fee payments. Each Membership renewal period is for one month. You may cancel your Membership at any time according to the cancellation conditions outlined above. If you cancel your Membership, you will enjoy your Membership benefits until the end of the then-current Membership term, and your Membership benefits will expire at the end of the then-current Membership term.

3.5 – SHIPPING AND PRODUCT ACCEPTANCE

The shipment date will be determined according to whichever date is closer to the date of the Customer’s first purchase date. Shipping dates are estimates only. The risk of loss and title for all Products purchased via the Site or a Sales Representative pass to the Customer upon delivery of the item from the carrier.

4 – PROPRIETARY RIGHTS

You hereby acknowledge and agree that USA Dental Club or its licensors own all legal right, title and interest in and to the Site and Content, including, without limitation, any and all intellectual property and other proprietary rights which subsist in the Site and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist.

USA Dental Club is a trademark of USA Dental Club in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on this Site, including Content, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of USA Dental Club, Copyright © 2012 VitalOne Health Plans Direct, LLC DBA USA Dental Club / USADentalClub.com. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

5 – THIRD PARTY SITES; INDEMNIFICATION

5.1 – THIRD PARTY WEB SITES

The Site may provide links to third party Sites that are not owned or controlled by USA Dental Club, including, without limitation, Facebook, Twitter and LinkedIn (“Third Party Sites”). We provide such links solely as a convenience to you. USA Dental Club does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the linked to Third Party Sites which may be different from this Agreement or our Privacy Policy, including, without limitation, such Third Party Sites’ password and account security policies and user-generated content posting and acceptable use policies.

5.2 – INDEMNIFICATION

You hereby agree to defend, indemnify and hold each of the USA Dental Club Parties (as defined in Section 6 below) harmless from and against, any and all losses (including but not limited to consequential damages), liabilities, damages, fines, penalties, and/or claims (including, without limitation, attorneys’ fees and costs) arising from your breach of this Agreement, or otherwise arising from your (or anyone acting under your authority) use or misuse of the Site, Content or Products. This indemnification survives termination of this agreement.  In addition, this indemnification is not subject on the viability of, and will survive to cover, USA Dental Club parties.

6 – DISCLAIMER OF WARRANTIES

The site, content, products and memberships are furnished to you “as is” and without warranties, representations or conditions, statutory or otherwise, of any kind. USA Dental Club, on behalf of itself and its affiliates, licensors, suppliers and third party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the “USA Dental Club parties”): (a) expressly disclaims all representations, warranties and conditions, whether express, implied or statutory, including, without limitation, the implied warranties of non-infringement, title, merchantability, and fitness for a particular purpose; (b) does not represent or warrant that the site, content, products or memberships will meet your requirements, or that the operation of the site or content will be timely, uninterrupted, stable, or secure; (c) does not represent or warrant that the site, content, products or memberships will be error-free or that any defects will be corrected; (d) does not represent and warrant that the site will be free of viruses or other harmful components; and (e) does not make any representations, warranties, or conditions regarding the use of the use of the site, content or products in terms of their accuracy, reliability, timeliness, completeness, or otherwise. Your use of the site, content, products or memberships is entirely at your own discretion and risk and you assume total responsibility for your use of the site, content, products and memberships.

This limitation of remedies is a part of the bargain between you and USA Dental Club. No oral or written information or advice given by USA Dental Club or any person on behalf of USA Dental Club shall create a warranty or condition, or in any way change this exclusion of warranty.

Nothing in this section 6 shall exclude or limit the USA Dental Club parties’ warranties, representations or conditions to the extent they may not be lawfully excluded or limited by applicable law, in which case, such warranties, representations or conditions will be excluded and limited to the greatest extent permitted by applicable law.

7 – LIMITATION OF LIABILITY

7.1 – in no event shall any USA Dental Club party be liable to you, or any third party, for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind, including, but not limited to, property damage, loss of value of the products or loss of use of the products, whether based on breach of any express or implied warranty or condition, breach of contract or tort (including, without limitation, negligence or strict liability), even if a USA Dental Club party has been advised of the possibility of such damages.

7.2 – if, notwithstanding the foregoing, a USA Dental Club party is found to be liable to you or any third party for any damage or loss which arises under or in connection with your use of the site, content, products or memberships, the relevant USA Dental Club party’s total cumulative liability shall in no event exceed the greater of: (a) the amount you paid USA Dental Club for the products or membership, as applicable; and (b) the sum of one hundred us dollars (us$100).

7.3 – nothing in this section 7 shall exclude or limit any USA Dental Club party’s liability for losses which may not be lawfully excluded or limited by applicable law, in which case, such USA Dental Club party’s liability will be limited to the greatest extent permitted by applicable law.

8 – DISPUTE AND ARBITRATION; CLASS ACTION WAIVER; CHOICE OF LAW

8.1 – DISPUTE AND ARBITRATION; CLASS ACTION WAIVER

Please read this carefully. It affects your rights.

Summary:

Most customer concerns can be resolved quickly and to a customer’s satisfaction by writing to our customer service department at memberservices@usadentalclub.com or USA Dental Club, Attn: Member Services, USA Dental Club, 16250 NW 59th Avenue, Suite 208, Miami Lakes, FL 33014. In the unlikely event that our customer service department is unable to resolve a complaint you may have to your satisfaction (or if we have not been able to resolve a dispute we have with you after attempting to do so informally), we each agree to resolve those disputes arising out of this agreement (other than those related to USA Dental Club’s enforcement and protection of its name and intellectual property rights) through binding arbitration. This includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third party vendors) whenever you also assert claims against us in the same proceeding. The parties only waive arbitration if the dispute can be brought in small claim court.

We each also agree that this Agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law apply (despite the choice of law provision in Section 8.2 below). ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Neither you nor USA Dental Club has the right to act as a class representative or class representative or participate as a member of a class of claimants with respect to any claim.

All disputes relating in any way, directly or indirectly, to USA Dental Club for breach of contract, breach of fiduciary duty, negligence, personal injury, intentional torts or other tort will be arbitrated according to the rules of the American Arbitration Association (AAA), including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of this Agreement, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by Florida law, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. If you are unable to afford the AAA fee, you agree to notify all persons against whom you have an arbitrable claim and give such persons the opportunity individually and as a group to pay such fee. The proceeding and the decision shall be kept confidential by the parties.

8.2 – CHOICE OF LAW

This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Florida, without regard to its conflicts of laws rules. Foreign laws do not apply. Venue is proper only in Broward County, Florida. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. If a party brings an action in court or arbitration in any venue or jurisdiction other than Broward County, Florida, that party will be liable for USA Dental Club’s attorney fees and costs (including travel, lodging or any other costs associated in traveling outside of Broward County, Florida) in transferring the matter to Broward County, Florida, regardless as to who eventually prevails. In the event of a dispute, the parties agree that the laws of the State of Florida apply and that venue for the resolution of any legal proceedings shall be Broward County, Florida. Also, customer agrees to bear incidental and consequential losses to Vital One Health Plans Direct, LLC DBA USA Dental Club, in addition to the cost of collection, attorney’s fee and costs, incurred by Vital One in enforcing this Agreement.

9 – ELECTRONIC COMMUNICATIONS; GENERAL TERMS

9.1 – ELECTRONIC COMMUNICATIONS

Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

9.2– GENERAL TERMS

USA Dental Club may issue a warning, temporarily suspend, indefinitely suspend or terminate any Customer’s right to use or access all or any part of the Site including any account thereon or Membership thereto, without notice, for any reason in USA Dental Club’s sole discretion, including without limitation breach of this agreement and/or violation of the Terms of Service, USA Dental Club’s belief that such access would violate any applicable law, rule or regulation or would be harmful to the interests of, or potentially cause financial loss or legal liability to USA Dental Club or another user of the Site. This Agreement and the Privacy Policy constitute the entire agreement between you and USA Dental Club regarding its subject matter. USA Dental Club will not be responsible for failures to fulfill any of its obligations due to causes beyond its control. The failure of USA Dental Club to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this Agreement, and the other parts will remain in full force and effect. The parties shall at all times and for all purposes be deemed to be independent contractors and neither party nor its agents may bind the other party. The parties acknowledge and agree that this is Agreement and all related documents may be drawn up is only valid in the English language. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each indemnified USA Dental Club Party shall be a third party beneficiary hereunder. USA Dental Club may assign or transfer its rights, or delegate any performance, under this Agreement to a third party in its sole discretion. Customer may not assign or otherwise transfer its rights, or delegate its performance, under this Agreement to any third party without in each and every case, USA Dental Club’s express prior written consent. All terms which by their nature are intended to survive any termination of this Agreement, or any termination of your use of the Site, Content, Products or Memberships shall survive such termination.

 

VitalOne Health Plans Direct, LLC DBA USA Dental Club / USADentalClub.com TERMS OF SERVICE

Last updated on: November 15th, 2013

THESE TERMS OF SERVICE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”, OR “CUSTOMER”) AND VITALONE HEALTH PLANS DIRECT, LLC DBA USA DENTAL CLUB OR USADENTALCLUB.COM (“WE” OR “USA DENTAL CLUB”), THE OWNER AND OPERATOR OF THE WWW.USADENTALCLUB.COM WEBSITE (THE “SITE”) AND MEMBERSHIP PROGRAMS (USA DENTAL CLUB MEMBERSHIP PLANS). THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE AND THE PRODUCTS AND MEMBERSHIP PROGRAMS SOLD ON IT OR BY REPRESENTATIVES OF USA DENTAL CLUB, AND MEMBERSHIPS SOLD VIA THE WEBSITE. BY ACCESSING AND USING THE SITE, OR PURCHASING A MEMBERSHIP VIA THE WEBSITE OR FROM A USA DENTAL CLUB REPRESENTATIVE, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SITE OR PURCHASE PRODUCTS FROM, OR MEMBERSHIPS TO, THE USA DENTAL CLUB OR THE WEBSITE. USE OF THIS WEBSITE, PRODUCTS AND/OR MEMBERSHIP CONSTITUTES ACCEPTANCE BY YOU OF THESE TERMS OF SERVICE.  YOU FURTHER ACKNOWLEDGE THAT YOU ARE NOT PURCHASING ANY FORM OF INSURANCE.

By signing up for a Membership (as defined below), you represent, acknowledge and agree that you are at least 18 years of age. If you are a parent or legal guardian who is registering for a child under the age of 18, you hereby agree to bind your child to this Agreement and to fully indemnify and hold harmless USA Dental Club if your child breaches or disaffirms any term or condition of this Agreement.

1 – CHANGES TO TERMS; PERSONAL INFORMATION/PRIVACY

1.1 – CHANGES TO THE SITE

USA Dental Club may add to, change or remove any part of the Site or Terms of Service, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you.

1.2 – PERSONAL INFORMATION/PRIVACY

Customers agree to provide accurate, current, an
d complete information as required for the purchase of the Products and Memberships (both as defined below in Section 3.1) and to update that information immediately after any information provided changes. USA Dental Club reserves the right to block further sales to Customers who provide false, inaccurate or incomplete data. Customer acknowledges that USA Dental Club uses a third party payment processing service for processing orders and bill fees to your credit card or bank account. USA Dental Club’s Privacy Policy, located on the website: www.usadentalclub.com (the “Privacy Policy”), explains how Customers’ personally identifiable information is collected, used and disclosed. You hereby agree that we may use your personal information in accordance with the terms of the Privacy Policy.

2 – USE OF SITE

2.1 – USE OF SITE; PROHIBITIONS

Subject to your compliance with this Agreement, USA Dental Club hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed on the Site (collectively, the “Content”), solely for your personal, non-commercial use. You may not copy, modify, reproduce, publicly display or perform, distribute, create derivate works from or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Site and Content automatically terminates without notice to you.

You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of USA Dental Club or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site; (d) track or seek to trace, harvest or compile any information on any other person who visits the Site; (e) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site or Content.

2.2 – USER SUBMISSIONS

The Site may offer users the opportunity to post articles, comments, photographs, videos, artwork, and other content and other materials on the Site (collectively “User Submissions”). By making a User Submission, you grant to USA Dental Club an unrestricted, royalty-free, perpetual, irrevocable and fully sublicensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, exhibit and display such User Submissions throughout the world in any and all media and formats, whether now known or hereafter developed, for any purpose whatsoever, without compensation or acknowledgement of its source. You further agree that USA Dental Club is free to use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to USA Dental Club without any monetary or other obligation to you. To the maximum extent permitted by law, you waive any and all “moral rights” you may have in User Submissions.

You agree not to post on or transmit to the Site or otherwise provide to USA Dental Club any User Submission or other material that:

  • is unlawful; libelous; harmful; threatening; abusive; harassing; defamatory; vulgar; obscene; sexually explicit; profane; hateful; racially, ethnically, or otherwise objectionable in any manner;
  • is an advertisement or promotion for any product or service that is not an approved USA Dental Club product;
  • is false, misleading, or constitutes an unfair or deceptive trade practice;
  • promotes the use of alcohol, tobacco, or any illegal substance;
  • constitutes a breach of your contractual and/or fiduciary obligations or an invasion of privacy;
  • infringes on any third party patent, trademark, trade name, corporate name, trade secret, copyright, publicity, or other proprietary or property rights;
  • is false or misleading; or
  • contains viruses, Trojan horses, worms or other code, scripts, routines, files or programs designed to alter, interrupt, impede, limit or destroy the performance and/or functioning of any software, hardware, or other equipment.

You are solely responsible for your User Submissions and you agree to defend, indemnify and hold harmless USA Dental Club and its officers, directors, employees and agents from and against any losses, expenses, liabilities, claims, costs, and damages (“Claims”) arising from your User Submission, including, but not limited to, any Claim arising out of breach of this Agreement or for infringement of copyright, trademark, patent or other proprietary rights. You understand and acknowledge that User Submissions may be published and that USA Dental Club has no obligation to keep such User Submissions confidential. You further agree that any User Submission you provide does not contain any confidential, proprietary or trade secret information of any third party. USA Dental Club shall have no obligation to store, keep copies of or return any User Submissions.

USA Dental Club reserves the right to take any action with respect to User Submissions that it deems necessary or appropriate in its sole discretion if USA Dental Club believes any User Submission violates this Agreement, is inappropriate for the Site, may create liability for USA Dental Club, or may cause USA Dental Club to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers. Such action may include, but is not limited to, removing, deleting, modifying or altering User submissions, either with or without notice to you.

2.3 – COPYRIGHT COMPLAINTS

USA Dental Club respects the intellectual property of others and reserves the right to terminate any user’s right to use or access to the Site if he or she has engaged in the violation of the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement and is located on Site, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) containing the following information to USA Dental Club’s designated copyright agent:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  2. Description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;
  5. A statement that your claim of infringement is based on a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information you have provided is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with substantially all of the above requirements of this section your DMCA notice may not be valid and we may not be able to remove infringing content. USA Dental Club’s copyright agent for notice of claims of copyright infringement on its Site can be reached as follows:

USA Dental Club
16250 NW 59th Avenue, Suite 208
Miami Lakes, FL 33014
memberservices@usadentalclub.com

3 – TERMS OF SALE

3.1 – SALES OF PRODUCTS AND MEMBERSHIPS TO END USERS ONLY

USA Dental Club sells Discount Dental Plans, Oral Care Products, and other Dental supplies (the “Product(s)”) via Sales Representatives and from the Site to end-user customers who purchase monthly memberships to receive the Products (“Membership(s)”) only for their own personal, non-commercial use. You may not purchase Products or Memberships for further distribution or resale or for any other commercial or business purpose. We reserve the right to limit the quantity of memberships purchased per person, per household or per order. The Membership and all rights and privileges conferred are personal and non-transferable. Memberships are subject to Product availability.

3.2 – PRICING

Pricing for Products and Memberships (including any applicable shipping and handling fees) can be found on USA Dental Club’s Website at: http:// www.usadentalclub.com. The price that USA Dental Club will charge you for the Products and Memberships will be the price as posted on the Site on the date you first sign-up for a Product or Membership. USA Dental Club reserves the right to change prices for Products and Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases.

3.3 – REFUND/CANCELLATION POLICY

It is important to note that USA Dental Club Memberships may consist of various components within a Membership Subscription or Plan that individually have separate and/or different Refund/Cancellation policies and procedures. The components of USA Dental Club Memberships are grouped into three (3) main categories:

  1. 1.     Discount Dental Plan – WellCard Health:

The Discount Plan provided with each USA Dental Club membership is through WellCard Health which is administered by AccessOne Consumer Health, Inc. 84 Villa Rd, Greenville, SC 29615 855-588-1300. The WellCard Health Discount Membership is free of charge and there is no purchase required to obtain a WellCard Health Discount Membership. None of the fees paid for a USA Dental Club Membership are associated with the WellCard Health Discount Plan.

This plan is NOT insurance.
The plan provides discounts at certain healthcare providers for medical services.
The plan does not make payment directly to the providers of medical services.
You are obligated to make payment for services but you will receive a discount from those providers contracted with the plan.
The name and address of the Plan administrator is AccessOne Consumer Health, Inc. 84 Villa Rd, Greenville, SC 29615 855-588-1300.
MARYLAND RESIDENTS
Discounts for hospital services, if any, are not applicable in Maryland.
MASSACHUSETTS RESIDENTS
The plan is not insurance coverage and does not meet the minimum creditable coverage requirements under M.G.L. c. 111M and 956 CMR 5.00. The range of discounts for medical or ancillary services provided under the plan will vary depending on the type of provider and medical or ancillary service received.
TEXAS RESIDENTS
Note to Texas Consumers: Regulated by the Texas Department of Insurance, P.O. Box 12157 Austin Texas 78711: telephone 1-800-252-3439 or (512) 463-6515; website: www.tdi.state.texas.com
UTAH RESIDENTS
These programs are not covered by the Utah Health Insurance Guarantee Act.
WEST VIRGINIA RESIDENTS
If after receiving our response and you are not satisfied with the resolution you may write of call: West Virginia Insurance Commissioner
This plan is not available in the following states AK, MT, and VT.
This is not a Medicare Part D Prescription Drug Program.

  1. 2.     USA Dental Club Membership:

The USA Dental Club Membership portion of each USA Dental Club subscription is administered by USA Dental Club. Membership consists of Elite Care Coordination Services and Preventative Oral Care Products (Healthy Smile Kit) that are shipped on a quarterly basis to USA Dental Club members. The fees associated with USA Dental Club Membership are related to access to Elite Care Coordination services, processing of membership enrollment, assembly and handling of the Preventative Oral Care kits (Healthy Smile Kits), and maintenance of the membership as long as the membership is active. None of the fees associated with a USA Dental Club membership are associated with the actual, Preventative oral care goods that are shipped to active members on a quarterly basis.

–        Elite Care Coordination Services:

  • The Elite Care Coordination services provided to USA Dental Club members consist of access to a USA Dental Club representative, via phone or email, who will contact medical and/or dental providers on behalf of the member to:
  • Locate providers within a specific geographic area for the member.
  • Confirm participation or non-participation in the WellCard Health Discount Networks.
  • Confirm appointment dates and times available to the member through the respective providers.
  • Confirm the Best Rate* available to the member for specific tests, services, or procedures requested by the member through the respective provider.

* The “Best Rate” refers to the rates the provider would normally charge the member, whether or not the provider participates in one of the WellCard Health Discount Networks, for the tests, services or procedures requested by the member. USA Dental Club will NOT, under any circumstances, negotiate rates, ask for a discount or in any way ask the provider to modify their rates for a USA Dental Club Member.

–        Preventative Oral Care Goods (Healthy Smile Kit):

  • The Oral Care Products included with a USA Dental Club membership are free of charge and are included with applicable USA Dental Club Memberships. These may include Toothbrushes, Disposable Flossers, Mints, Gum, Tongue Cleaners, Disposable Toothbrushes, Teeth Whitening Systems, Toothpaste or other related products. The contents of the Oral Care Kits (Healthy Smile Kits) may vary based on availability.
  • If a specific USA Dental Club membership includes Preventative Oral Care products, do not return the products. USA Dental Club shall not be liable for Products that are returned or any damage that may come about from the return of Product or lost in transit to USA Dental Club.
  1. 3.     USA Dental Club Membership Fee:

Each USA Dental Club Membership has a one-time, non-refundable Club Membership Fee. These fees are NOT refundable* with the exception of State-specific regulations. The one-time, non-refundable Club Membership Fee associated with each USA Dental Club Membership may vary.

* USA Dental Club One-time Membership Fees are NOT refundable.

*For USA Dental Club products that include Preventative Oral Care goods (Healthy Smile Kit), there may be an early cancellation penalty of $30 if you cancel your membership within the quarterly period for which you have not made all 3 monthly payments. For example, if you receive your quarterly Healthy Smile Kit and decide to cancel within the same quarter (90 Day Period), but have not made all 3 monthly payments for the quarter that applies to the Healthy Smile Kit you have received, we will retain a $30 penalty to off-set the cost of assembly, shipping, handling and packaging of the Healthy Smile Kit you have already received. None of the goods contained in the Healthy Smile Kit, nor the entire Healthy Smile Kit, are returnable to USA Dental Club.

If you are dissatisfied with your product for any reason, USA Dental Club will refund the appropriate amount paid for your first month of service according to the Cancellation Conditions outlined below.

Cancellation Conditions: You have the right to cancel within the first 30 days after shipment of membership materials and receive a full refund of the monthly membership fees paid to USA Dental Club with the exception of the one-time, non-refundable membership fee.

If for any reason during this time period you are dissatisfied with the plan and wish to cancel and obtain a refund, you must submit a written cancellation request. USA Dental Club will accept and cancel program memberships at any time during the membership period and will cease collecting membership fees in a reasonable amount of time, but no later than 30 days after receiving a cancellation notice. If you are receiving quarterly oral care product packages, and you cancel before the end of a particular quarter, following the shipment of a quarterly oral care product package, a penalty of $30 may be assessed.

Please send a cancellation letter and, if applicable, a request for refund with your name and member number to Member Services, USA Dental Club, 16250 NW 59th Avenue, Suite 208, Miami Lakes, FL 33014 or by sending an email to memberservices@usadentalclub.com.

Promptly following USA Dental Club’s receipt of your request (typically within five (5) business days), USA Dental Club will credit the appropriate amount paid to the credit card or bank account used to make the original purchase. Notwithstanding the foregoing, USA Dental Club does not control when a specific credit card company or bank processes a refund transaction. You are responsible for contacting your credit card company or bank if you have questions about the status of the refund once it has been processed by USA Dental Club.

USA Dental Club will not provide a refund for a request that is received by USA Dental Club more than thirty (30) days after the date of original shipment (FL Residents: 30 Days from the Activation Date of your membership) from USA Dental Club. For purposes of clarification USA Dental Club also does not accept returned Products.

3.4 – PAYMENT METHODS AND AUTOMATIC MEMBERSHIP RENEWALS

USA Dental Club accepts credit card and ACH payments only. You agree to pay all fees charged to your account based on USA Dental Club’s fees, charges, and billing terms in effect as shown on the payment page when you first sign-up for a Membership to the Site or as discussed with a Sales Representative. If applicable, you are also responsible for paying any sales and use taxes and shipping and handling fees that may apply to your purchase of Products or Memberships based on the address that you provide as the shipping address when you register for a Membership, and you authorize USA Dental Club or the third party payment processing service provider that we engage to charge your credit card or bank account for any such taxes and fees. All payments shall be made by credit card or ACH in advance prior to shipping the Products. You represent and warrant that you are the cardholder of the credit card used or account holder of the bank account used. If your credit card or ACH is rejected by the card issuer or bank, if you do not pay on time or if your credit card or bank account cannot be charged for any reason, USA Dental Club reserves the right to either suspend or terminate your account and Membership. All sales and payments will be in US Dollars.

IMPORTANT NOTICE TO CONSUMER: USA Dental Club will automatically renew your Membership on each monthly anniversary date of the Membership and, as authorized by You during the Membership sign-up process, will charge your credit card or bank account with the applicable Membership fees and any shipping and handling costs and sales or similar taxes that may be imposed on your Membership fee payments. Each Membership renewal period is for one month. You may cancel your Membership at any time according to the cancellation conditions outlined above. If you cancel your Membership, you will enjoy your Membership benefits until the end of the then-current Membership term, and your Membership benefits will expire at the end of the then-current Membership term.

3.5 – SHIPPING AND PRODUCT ACCEPTANCE

The shipment date will be determined according to whichever date is closer to the date of the Customer’s first purchase date. Shipping dates are estimates only. The risk of loss and title for all Products purchased via the Site or a Sales Representative pass to the Customer upon delivery of the item from the carrier.

4 – PROPRIETARY RIGHTS

You hereby acknowledge and agree that USA Dental Club or its licensors own all legal right, title and interest in and to the Site and Content, including, without limitation, any and all intellectual property and other proprietary rights which subsist in the Site and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist.

USA Dental Club is a trademark of USA Dental Club in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on this Site, including Content, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of USA Dental Club, Copyright © 2012 VitalOne Health Plans Direct, LLC DBA USA Dental Club / USADentalClub.com. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

5 – THIRD PARTY SITES; INDEMNIFICATION

5.1 – THIRD PARTY WEB SITES

The Site may provide links to third party Sites that are not owned or controlled by USA Dental Club, including, without limitation, Facebook, Twitter and LinkedIn (“Third Party Sites”). We provide such links solely as a convenience to you. USA Dental Club does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the linked to Third Party Sites which may be different from this Agreement or our Privacy Policy, including, without limitation, such Third Party Sites’ password and account security policies and user-generated content posting and acceptable use policies.

5.2 – INDEMNIFICATION

You hereby agree to defend, indemnify and hold each of the USA Dental Club Parties (as defined in Section 6 below) harmless from and against, any and all losses (including but not limited to consequential damages), liabilities, damages, fines, penalties, and/or claims (including, without limitation, attorneys’ fees and costs) arising from your breach of this Agreement, or otherwise arising from your (or anyone acting under your authority) use or misuse of the Site, Content or Products. This indemnification survives termination of this agreement.  In addition, this indemnification is not subject on the viability of, and will survive to cover, USA Dental Club parties.

6 – DISCLAIMER OF WARRANTIES

The site, content, products and memberships are furnished to you “as is” and without warranties, representations or conditions, statutory or otherwise, of any kind. USA Dental Club, on behalf of itself and its affiliates, licensors, suppliers and third party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the “USA Dental Club parties”): (a) expressly disclaims all representations, warranties and conditions, whether express, implied or statutory, including, without limitation, the implied warranties of non-infringement, title, merchantability, and fitness for a particular purpose; (b) does not represent or warrant that the site, content, products or memberships will meet your requirements, or that the operation of the site or content will be timely, uninterrupted, stable, or secure; (c) does not represent or warrant that the site, content, products or memberships will be error-free or that any defects will be corrected; (d) does not represent and warrant that the site will be free of viruses or other harmful components; and (e) does not make any representations, warranties, or conditions regarding the use of the use of the site, content or products in terms of their accuracy, reliability, timeliness, completeness, or otherwise. Your use of the site, content, products or memberships is entirely at your own discretion and risk and you assume total responsibility for your use of the site, content, products and memberships.

This limitation of remedies is a part of the bargain between you and USA Dental Club. No oral or written information or advice given by USA Dental Club or any person on behalf of USA Dental Club shall create a warranty or condition, or in any way change this exclusion of warranty.

Nothing in this section 6 shall exclude or limit the USA Dental Club parties’ warranties, representations or conditions to the extent they may not be lawfully excluded or limited by applicable law, in which case, such warranties, representations or conditions will be excluded and limited to the greatest extent permitted by applicable law.

7 – LIMITATION OF LIABILITY

7.1 – in no event shall any USA Dental Club party be liable to you, or any third party, for any special, indirect, incidental, punitive, exemplary, reliance, or consequential damages of any kind, including, but not limited to, property damage, loss of value of the products or loss of use of the products, whether based on breach of any express or implied warranty or condition, breach of contract or tort (including, without limitation, negligence or strict liability), even if a USA Dental Club party has been advised of the possibility of such damages.

7.2 – if, notwithstanding the foregoing, a USA Dental Club party is found to be liable to you or any third party for any damage or loss which arises under or in connection with your use of the site, content, products or memberships, the relevant USA Dental Club party’s total cumulative liability shall in no event exceed the greater of: (a) the amount you paid USA Dental Club for the products or membership, as applicable; and (b) the sum of one hundred us dollars (us$100).

7.3 – nothing in this section 7 shall exclude or limit any USA Dental Club party’s liability for losses which may not be lawfully excluded or limited by applicable law, in which case, such USA Dental Club party’s liability will be limited to the greatest extent permitted by applicable law.

8 – DISPUTE AND ARBITRATION; CLASS ACTION WAIVER; CHOICE OF LAW

8.1 – DISPUTE AND ARBITRATION; CLASS ACTION WAIVER

Please read this carefully. It affects your rights.

Summary:

Most customer concerns can be resolved quickly and to a customer’s satisfaction by writing to our customer service department at memberservices@usadentalclub.com or USA Dental Club, Attn: Member Services, USA Dental Club, 16250 NW 59th Avenue, Suite 208, Miami Lakes, FL 33014. In the unlikely event that our customer service department is unable to resolve a complaint you may have to your satisfaction (or if we have not been able to resolve a dispute we have with you after attempting to do so informally), we each agree to resolve those disputes arising out of this agreement (other than those related to USA Dental Club’s enforcement and protection of its name and intellectual property rights) through binding arbitration. This includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third party vendors) whenever you also assert claims against us in the same proceeding. The parties only waive arbitration if the dispute can be brought in small claim court.

We each also agree that this Agreement affects interstate commerce so that the Federal Arbitration Act and federal arbitration law apply (despite the choice of law provision in Section 8.2 below). ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Neither you nor USA Dental Club has the right to act as a class representative or class representative or participate as a member of a class of claimants with respect to any claim.

All disputes relating in any way, directly or indirectly, to USA Dental Club for breach of contract, breach of fiduciary duty, negligence, personal injury, intentional torts or other tort will be arbitrated according to the rules of the American Arbitration Association (AAA), including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of this Agreement, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by Florida law, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. If you are unable to afford the AAA fee, you agree to notify all persons against whom you have an arbitrable claim and give such persons the opportunity individually and as a group to pay such fee. The proceeding and the decision shall be kept confidential by the parties.

8.2 – CHOICE OF LAW

This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Florida, without regard to its conflicts of laws rules. Foreign laws do not apply. Venue is proper only in Broward County, Florida. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement. If a party brings an action in court or arbitration in any venue or jurisdiction other than Broward County, Florida, that party will be liable for USA Dental Club’s attorney fees and costs (including travel, lodging or any other costs associated in traveling outside of Broward County, Florida) in transferring the matter to Broward County, Florida, regardless as to who eventually prevails. In the event of a dispute, the parties agree that the laws of the State of Florida apply and that venue for the resolution of any legal proceedings shall be Broward County, Florida. Also, customer agrees to bear incidental and consequential losses to Vital One Health Plans Direct, LLC DBA USA Dental Club, in addition to the cost of collection, attorney’s fee and costs, incurred by Vital One in enforcing this Agreement.

9 – ELECTRONIC COMMUNICATIONS; GENERAL TERMS

9.1 – ELECTRONIC COMMUNICATIONS

Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

9.2– GENERAL TERMS

USA Dental Club may issue a warning, temporarily suspend, indefinitely suspend or terminate any Customer’s right to use or access all or any part of the Site including any account thereon or Membership thereto, without notice, for any reason in USA Dental Club’s sole discretion, including without limitation breach of this agreement and/or violation of the Terms of Service, USA Dental Club’s belief that such access would violate any applicable law, rule or regulation or would be harmful to the interests of, or potentially cause financial loss or legal liability to USA Dental Club or another user of the Site. This Agreement and the Privacy Policy constitute the entire agreement between you and USA Dental Club regarding its subject matter. USA Dental Club will not be responsible for failures to fulfill any of its obligations due to causes beyond its control. The failure of USA Dental Club to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this Agreement, and the other parts will remain in full force and effect. The parties shall at all times and for all purposes be deemed to be independent contractors and neither party nor its agents may bind the other party. The parties acknowledge and agree that this is Agreement and all related documents may be drawn up is only valid in the English language. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each indemnified USA Dental Club Party shall be a third party beneficiary hereunder. USA Dental Club may assign or transfer its rights, or delegate any performance, under this Agreement to a third party in its sole discretion. Customer may not assign or otherwise transfer its rights, or delegate its performance, under this Agreement to any third party without in each and every case, USA Dental Club’s express prior written consent. All terms which by their nature are intended to survive any termination of this Agreement, or any termination of your use of the Site, Content, Products or Memberships shall survive such termination.