USE OF THE ULAB SYSTEMS WEBSITE at www.ulabsystems.com (“Website”) IS SUBJECT TO YOUR ADHERENCE TO THE FOLLOWING TERMS.
The terms “you,” “your,” and “yours” refer to you, the visitor to or user of the Website. The terms “uLab,” “we,” “us,” and “our” refer to uLab.
All information contained on this Web Site, including information relating to orthodontic, dental, medical and health conditions, and products and treatments, is for informational purposes only. This information should not be considered complete and is not intended to be used in place of a patient visit, call, consultation or advice of an orthodontist, dentist or medical professional, or any information contained on or in any product packaging or labels. Information obtained by using the Website is not exhaustive and does not cover all orthodontic or dental procedures or treatments. The information on this Website and any link to other sites is for informational purposes only and is not intended to provide medical advice for any specific medical condition you may have. This Website does not create a doctor/patient relationship.
USE OF THE WEB SITE’S CONTENT
Except as expressly provided above, nothing contained in this Website will be construed as conferring by implication, estoppel, or otherwise any license or right under any copyright, patent, trademark or other intellectual property right of uLab or any third party.
You agree to not use the Website to:
- post or transmit any material that is unrelated to the subject matter of the Website;
- violate or solicit the violation of any applicable local, state, national or international law or regulation;
- violate the rights of any third party, including but not limited to intellectual property rights, contractual rights, and privacy or publicity rights;
- interfere with or disrupt the Website, computer servers or boards accessible through the Website;
- intentionally seek information on, obtain copies of or modify files or other data or passwords belonging to other users without permission; or harvest user names, e-mail addresses or other personal information for any purpose;
- impersonate any person, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; use racially, ethnically, or otherwise offensive language; or discuss or incite illegal activity; or use explicit/obscene language or solicit/post sexually explicit images (actual or simulated);
- promote information that you know to be false or misleading or that promotes or facilitates illegal activities, piracy, or conduct that is abusive, threatening, obscene, defamatory or libelous;
- engage in or facilitate the transmission of unsolicited mass mailing or spamming.
If you do use the Website to commit any of the above, uLab may, at its sole discretion, terminate your ability to use the Website and prosecute you to the fullest extent allowed by law
While we are continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to your interests, feedback, comments and suggestions. If you choose to contribute by sending uLab or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, audiovisual, games or other types of content), promotions, strategies or product/feature names or any related documentation, artwork, computer code, diagrams or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to uLab, you agree that:
- uLab has no obligation to review, consider or implement your Feedback, or to return to you all or part of any Feedback for any reason;
- Feedback is provided on a non-confidential basis, and uLab is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
- You irrevocably grant uLab and its successors and assigns perpetual and unlimited permission to Use the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
MODIFICATION AND TERMINATION OF WEB SITE
uLab reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice. You agree that uLab shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website. uLab may also make improvements and/or changes in the products, services and/or the programs described in this Website at any time without notice. However, uLab disclaims any responsibility to update, improve or change this Website.
LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
ULAB, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS (COLLECTIVELY, THE “ULAB PARTIES”) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE WEBSITE AND ANY CONTENT AVAILABLE ON THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. THE ULAB PARTIES WILL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE WEBSITE OR ANY OTHER INFORMATION CONVEYED TO ANY USER, OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA FROM WHATEVER CAUSE. AS A USER, YOU AGREE THAT YOU USE THE WEBSITE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT YOU UPLOAD TO THE WEBSITE.
THE ULAB PARTIES DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE, OR THAT THE WEBSITE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO ULAB PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
THE WEBSITE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, THE ULAB PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT WILL ANY ULAB PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE WEBSITE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH ULAB PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ULAB’S LIABILITY, AND THE LIABILITY OF ANY OTHER ULAB PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF THE FEES YOU HAVE PAID US AND U.S. $100.
General. In the interest of resolving disputes between you and uLab in the most expedient and cost effective manner, you and uLab agree that any dispute arising out of or in any way related to these Terms and Conditions or your use of the Website will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms and Conditions or your use of the Website, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms and Conditions. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS AND CONDITIONS, YOU AND ULAB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
Exceptions. Notwithstanding anything to the contrary in the preceding paragraph, nothing in these Terms and Conditions will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
Arbitrator. Any arbitration between you and uLab will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms and Conditions, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting uLab. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”) or, if a postal address is not available, to the last known email address for such party. uLab’s address for Notice is: 1820 Gateway Drive, Suite 300, San Mateo, CA 94404, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or uLab may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or uLab must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by uLab prior to selection of an arbitrator, then uLab will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by uLab in settlement of the dispute prior to the arbitrator’s award; or (C) $15,000. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration arising under this Section.
Fees. If you commence arbitration in accordance with these Terms and Conditions, then uLab will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco, California, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse uLab for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND ULAB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and uLab agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
MODIFICATION OF AGREEMENT