DEO Dental Group Membership Terms and Conditions
Dentist Entrepreneur Organization is referred to herein as “The DEO.” The person entering into a 1 Year Immersion Membership Agreement with DEO is referred to herein as “Member.” The Following terms and conditions (“Terms”) are a part of each 1 Year Immersion Membership Agreement (“Agreement”) and are binding upon the Member. In the event of any inconsistency or conflict between the terms and provisions of the Agreement and these Terms, the terms and provisions of the Agreement shall control. and Member are each referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms not defined herein shall have the meanings ascribed in the Agreement.
- Acceptance and Modification.
Each Agreement incorporates these Terms, whether or not the Terms accompany the Agreement. Execution of the Agreement shall conclusively evidence such acceptance by Parties of these Terms. These Terms govern the Parties’ relationship set forth in the Agreement.
The DEO reserves the right to change these Terms from time to time. If The DEO makes material substantive changes to the Terms, it will notify Member via email provided by Member in the Agreement. If Member does not raise objections via email (addressed The DEO at: [email protected]) within seven (7) days of receipt of notice of changes to the Terms, then Member will be deemed to have accepted the changes to the Terms.
- Relationship of the Parties.
Neither the Agreement nor these Terms shall be construed to create any partnership, principal and agent, joint venture, parent and subsidiary, affiliate, employer and employee or other similar relationship between the Parties. Neither Party may create any obligation or assume any responsibility on behalf of the other Party, nor be able to bind the other Party in any way whatsoever.
- Fees and Payment Terms.
Member shall pay the fees for The DEO membership services consistent with the fee schedule, timeline and other terms specified in the Agreement. Unless otherwise specified in the Agreement, monthly invoices will be sent electronically and are due upon receipt. All fees are payable by credit card, in U.S. Dollars, and are non-refundable. Member may not withhold payment in the event of a dispute related to the Agreement or the services provided thereunder. Member shall pay to The DEO on demand, any and all expenses, including, but not limited to, collection costs, all attorneys’ fees and expenses, and all other expenses, which The DEO may incur in enforcing Member’s payment obligation to The DEO under the Agreement.
- Term and Termination.
The term of each Agreement shall commence on the “Effective Date” and continue through the expiration of the Initial Term (12 months) as such terms are defined in the Agreement. Thereafter, the Agreement will be extended automatically for additional consecutive terms of six (6) months (each, a “Renewal Term”) at the end of the Initial Term or the then-current Renewal Term, unless Member provides written notice of non-renewal at least thirty (30) days before the end of your Renewal Term as the case may be. Member may not terminate the Agreement prior to the expiration of the Initial Term or the then-current Renewal Term, except as set forth in the preceding paragraph. For clarity, should Member terminate this Agreement prior to expiration of the Initial Term or the then-current Renewal Term, Member shall remain liable for all contractually due payments through the expiration of the Initial Term or the then current Renewal Term, as the case may be.
- Use of Member Data.
Member agrees and acknowledges that The DEO may collect and use all Member data and metrics gathered periodically to facilitate provision of services under the Agreement. The DEO may use such information for improvement of future services, marketing needs, case studies, ROI reports, and any other lawful purpose. Member shall not directly or indirectly attempt to, nor shall it disable, restrict or otherwise interfere therewith.
- Mutual Non-Disparagement
The DEO and Member shall not make, cause to be made, publish, ratify or endorse, orally or in writing, any statement about the other party which is intended or reasonably likely to disparage the other Party, or otherwise degrade the other Party’s reputation in the business community or the dental or marketing industry.
Member agrees that it shall defend, indemnify, save and hold harmless The DEO, its directors, officers, employees, contractors, representatives and agents, from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees and costs (“Liabilities”) arising from, related to or associated with: (a) services provided by The DEO under the Agreement; (b) service provided or performed or agreed to be performed or any product sold by the Member, its agents, employee or assigns; (c) any injury or damage to any person or property caused by any products or services provided, including products or services that infringe on the proprietary rights of a third party, copyright infringement, & delivering any defective product or misinformation which is detrimental to another person, organization, or business; or (d) The DEO’s use of materials furnished by Member for inclusion in web pages and other marketing materials.
- Limitation of Liability.
To the extent not prohibited by law, in no event shall the DEO be liable to member or any third party for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to the use or inability to use the services provided by the DEO, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if the DEO has been advised of the possibility of such damages. in no event shall the DEO’s total liability for all damages exceed the amount of fees actually paid by member and received by the DEO. the foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Member and its employees shall not disclose, publicly or privately, any details related to The DEO’s business model, practices, forms, contracts, documents, or any other materials provided by The DEO to Member, without The DEO’s prior written approval.
- Member Intellectual Property Rights.
In performing the services under the Agreement, The DEO may use and incorporate information and materials provided by Member. Member hereby represents and warrants that any elements of text, graphics, photos, designs, video, trademarks or other artwork furnished to The DEO for inclusion in websites and other marketing materials are owned by or licensed to Member, and do not infringe on proprietary rights of any third party.
- Dispute Resolution; Governing Law; Jurisdiction.
This Agreement is governed by the laws of the State of Oregon, irrespective of its conflicts of law rules. If any suit, action or proceeding is filed by any party related to the Agreement or these Terms, venue shall be in the federal or state courts and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the fullest extent permitted by law, each party waives its right to trial by jury in connection with any action hereunder.
Any notices provided to The DEO under the Agreement and these Terms must be transmitted via email to: [email protected].
If any provision of the Agreement or these Terms are determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement and these Terms will continue in full force and effect.