Date of Last Update: July 9, 2021
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 11, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND SIRONA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 11).
1. Sirona Website Overview. The Website provides you with information about our products and services.
2.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Sirona grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Website solely for informational purposes to obtain information about our products, services and business.
2.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform any aspect of the Website; (b) make modifications to any aspect of the Website; or (c) interfere with or circumvent any feature of the Website, including any security or access control mechanism. If you are prohibited under applicable law from using the Website, you may not use it.
2.3 Feedback. If you choose to provide input or suggestions regarding your experience using or impressions regarding, or proposed modifications or improvements to, the Website (“Feedback”), then you hereby grant Sirona an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Website and create other products and services.
3. Ownership; Proprietary Rights. The Website is owned and operated by Sirona. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, documentation available on the Website and all other elements of the Website (collectively, “Materials”) provided by Sirona are protected by intellectual property and other laws. All Materials included on or in the Website are the property of Sirona or its third party licensors. Except as expressly authorized by Sirona, you may not make use of the Materials. Sirona reserves all rights to the Materials not granted expressly in these Terms.
4. Third Party Terms
4.1 Third Party Websites. The Website may provide access to third party websites. Those are not under Sirona’s control and, to the fullest extent permitted by law, Sirona is not responsible for any third party’s websites, services, acts, omissions or content.
4.2 Third Party Software. The Website may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Website is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
5. Prohibited Conduct. BY USING THE WEBSITE YOU AGREE NOT TO:
a. use the Website for any illegal purpose or in violation of any local, state, national, or international law;
b. harass, threaten, demean, embarrass, or otherwise harm any other user of the Website;
c. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
d. interfere with security-related features of the Website, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Website except to the extent that the activity is expressly permitted by applicable law;
e. interfere with the operation of the Website or any user’s enjoyment of the Website, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Website; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Website;
f. perform any fraudulent activity;
g. sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Materials; or
h. attempt to do any of the acts described in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.
6. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis at any time by posting a notice on the Website. You are responsible for reviewing and becoming familiar with any such changes. Such changes are effective upon first posting or notification, and use of the Website by you following such posting or notification constitutes your acceptance of the changed Terms. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO NOT ACCESS AND USE THE WEBSITE. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
7. Modification of the Website.Sirona reserves the right to modify or discontinue the Website at any time (including by limiting or discontinuing certain features of the Website), temporarily or permanently, without notice to you. Sirona will have no liability for any change to the Website or any suspension or termination of your access to or use of the Website.
8. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Website, and you will defend and indemnify Sirona and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Sirona Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Website; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
9. Disclaimers; No Warranties
THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SIRONA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE WEBSITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SIRONA DOES NOT WARRANT THAT THE WEBSITE OR ANY PORTION OF THE WEBSITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE WEBSITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SIRONA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE WEBSITE OR SIRONA ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SIRONA ENTITIES OR THE WEBSITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE WEBSITE AND YOUR DEALING WITH ANY OTHER WEBSITE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR ANY LOSS OF DATA.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Sirona does not disclaim any warranty or other right that Sirona is prohibited from disclaiming under applicable law.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SIRONA ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITE OR ANY MATERIALS OR CONTENT ON THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SIRONA ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 11.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SIRONA ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Dispute Resolution and Arbitration
11.1 Generally. In the interest of resolving disputes between you and Sirona in the most expedient and cost effective manner, and except as described in Sections 11.2 and 12.2, you and Sirona agree that every dispute arising in connection with these Terms 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 relating to any aspect of these Terms, 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. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SIRONA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
11.2 Exceptions. Despite the provisions of Section 11.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 11 within 30 days after the date that you agree to these Terms by sending a letter to Sirona Medical, Inc., Attention: Legal Department – Arbitration Opt-Out, 703 Market Street, Suite 1900, San Francisco, CA 94103, that specifies: your full legal name, email address, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Sirona receives your Opt-Out Notice, this Section 11 will be void and any action arising out of these Terms will be resolved as set forth in Section 12.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
11.3 Arbitrator. Any arbitration between you and Sirona will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org or by contacting Sirona. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
11.4 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Sirona’s address for Notice is: Sirona Medical, Inc., 703 Market Street Suite 1900, San Francisco, CA 94103. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) 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 of Arbitration is received, you or Sirona may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Sirona must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Sirona in settlement of the dispute prior to the award, Sirona will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
11.5 Fees. If you commence arbitration in accordance with these Terms, Sirona will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, 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 County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) 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 Sirona 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. 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.
11.6 No Class Actions. YOU AND SIRONA 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 Sirona 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.
11.7 Modifications to this Arbitration Provision. If Sirona makes any future change to this arbitration provision, other than a change to Sirona’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Sirona’s address for Notice of Arbitration, in which case your access to the Website and Sirona will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
11.8 Enforceability. If Section 11.7 or the entirety of this Section 11 is found to be unenforceable, or if Sirona receives an Opt-Out Notice from you, then the entirety of this Section 11 will be null and void and, in that case, exclusive jurisdiction and venue described in Section 12.2 will govern any action arising out of or related to these Terms.
12.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Sirona submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California, for resolution of any lawsuit or court proceeding permitted under these Terms.
12.5 Contact Information. The Website is offered by Sirona Medical, Inc., located at 703 Market Street Suite 1900, San Francisco, CA 94103. You may contact us by sending correspondence to that address or by emailing us at email@example.com .
12.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Websites of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Website or to receive further information regarding use of the Website.
12.7 No Support. We are under no obligation to provide support for the Website. In instances where we may offer support, the support will be subject to published policies.
12.8 International Use. The Website is intended for visitors located within the United States. We make no representation that the Website is appropriate or available for use outside of the United States. Access to the Website from countries or territories or by individuals where such access is illegal is prohibited.
13. Trademark Notice. Copyright © 2021 Sirona Medical, Inc. All rights reserved. Sirona™, Sirona Medical™, Sirona Health™, RadOS™ and the Sirona logo are trademarks of Sirona Medical, Inc. All other marks referenced are the property of their respective owners.