Dentity Terms of Use Agreement
Last Updated: January 1, 2023
PLEASE READ THIS TERMS OF USE AGREEMENT (“TERMS OF USE”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND DENTITY PARTNERS, INC. (“DENTITY,” “WE,” OR “US”) CONCERNING YOUR ACCESS TO AND USE OF THE DENTITY PLATFORM (“PLATFORM”), INCLUDING ANY OF DENTITY’S SERVICES MADE AVAILABLE THROUGH THE DENTITY.COM WEBSITE (“WEBSITE”), AS WELL AS ANY OTHER WEBSITES, PRODUCTS, SERVICES AND FEATURES MADE AVAILABLE BY DENTITY (EACH, A “SERVICE” AND COLLECTIVELY, THE “SERVICES”).
PLEASE BE AWARE THAT SECTION 14 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND DENTITY HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 14 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND DENTITY BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (1) YOU AND DENTITY WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
Your use of, and participation in, certain Services may be subject to additional terms, policies, and guidelines (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY DENTITY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Dentity will make a new copy of the Agreement available on the Website and within the Services and any new Supplemental Terms will be made available as legally required (for example, by emailing you, or by posting an update on the Services). We will also update the “Last Updated” date at the top of the Terms of Use Agreement. Dentity may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
1. Use of the Services.
1.1 Overview. Dentity offers Users a way to create, share and verify identity credentials, and Enterprises (as defined below) a way to issue and verify verifiable credentials, increase consumer privacy, and attract and retain customers. Additional services, such as background checks, may be purchased on an a la carte basis, subject to the payment terms in Section 6.
1.2 Services. Dentity and its suppliers own all rights, title and interest in the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Dentity grants you a limited, non-transferable license to access and use the Services solely for your personal and/or professional purposes. Dentity, its suppliers, and its service providers reserve all rights not granted in this Agreement.
1.3 Updates. You understand that the Services are evolving. You acknowledge and agree that Dentity may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.
1.4 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Services or any portion of Services; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form); (c) you shall not use any metatags or other “hidden text” using Dentity’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (f) you shall not access Services in order to build similar or competitive products or services; (g) except as expressly stated herein, no part of Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Services; (i) you shall not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections of the Services; (j) you will not take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our technical infrastructure; and (k) you will not interfere with or attempt to interrupt the proper operation of the Services through any virus, device, information collection or transmission mechanisms, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Services through hacking, password or data mining, or any other means. Any future release, update or other addition to Services shall be subject to this Agreement. Dentity reserves all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Dentity pursuant to this Agreement. The foregoing sentence is not exclusive of any other rights or remedies that may be available to Dentity under law, equity, statute, or otherwise.
2. Registration.
2.1 Registering Your Account. In order to access certain features of the Services, you may be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a user who has registered an account on the Services (“Account”). Dentity offers two types of Accounts: (a) an “Individual Account,” where a Registered User may use the Services as an individual for his or her personal use without cost; and (b) an “Enterprise Account,” where a Registered User may use the Services as an individual working for a company, business or organization that has signed a separate agreement with Dentity (“Enterprise”) for its internal business purposes. Note that if you are accessing the Services through an Enterprise Account, the Enterprise may have access to your User Content and any relevant Credentials (as defined below). To register an Individual Account, you must provide your phone number and verify such phone number by entering a one-time password; after verifying your phone number, you will be provided with a unique User ID that represents your Account. To register an Enterprise Account, you must provide details about your enterprise to sign up. Some Registered Users may be required to scan their government-issued identification (i.e., driver’s license or passport) into the Platform and submit a selfie, and that information is provided to Dentity’s third-party identity verification providers in order to verify your Account.
2.2 Registration Data. In registering an account on the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data (including, for example, bank account numbers) to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account. You hereby expressly authorize Dentity, directly or through third parties, to make any inquiries that Dentity requires to validate or authenticate your identity, and Dentity may request additional documentation regarding your identity that may require you to verify any Registration Data against third-party databases or through other sources. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Except as expressly set forth in this Agreement, you may not share your Account information (including your password) with anyone, and you agree to (x) notify Dentity immediately of any unauthorized use of your password or any other breach of security; and (y) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Dentity has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Dentity has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Dentity reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Dentity, or if you have been previously banned from any of the Services.
2.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
2.4 Credentials. Users may add verifiable information regarding your digital identity (“Credentials”) to your wallet to be shared privately as you desire. You hereby expressly consent to and authorize the use by the Platform of your Credentials on your behalf to provide the Services to you. By providing your Credentials within the Platform, you consent to and authorize that the Services may access, make available and store (if applicable) certain data and information that you have provided to and stored in your wallet as necessary to provide the Services. You acknowledge and agree that (a) Dentity has no responsibility or liability for and does not control the Credentials, (b) Company has no obligation to review or monitor Credentials, and (c) Dentity does not approve, endorse or make any representations or warranties with respect to the Credentials, including the sequence, accuracy, completeness and timeliness thereof. Unless otherwise specified in this Agreement, your Credentials, if any, will be considered your User Content (as defined below) for all purposes of this Agreement.
3. Responsibility for ConTENT
3.1 Types of Content. You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that you, and not Dentity, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) to, on or through the Services (collectively, “Your Content”), and that you and other Registered Users of the Services, and not Dentity, are similarly responsible for all Content that you and they Make Available to, on or through the Services (“User Content”).
3.2 No Obligation to Pre-Screen Content. You acknowledge that Dentity has no obligation to pre-screen Content (including, but not limited to, User Content), although Dentity reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Dentity pre-screens, refuses or removes any Content, you acknowledge that Dentity will do so for Dentity’s benefit, not yours. Without limiting the foregoing, Dentity shall have the right, without prior notice to you, to change, alter remove any Content, including Your Content, in whole or in part, that violates the Agreement or any applicable law or is otherwise objectionable. Further, Dentity reserves the right to investigate such violations, and Dentity may, at its sole discretion, immediately terminate your license to use the Services.
3.3 Storage. Unless expressly agreed to by Dentity in writing elsewhere, Dentity has no obligation to store any of Your Content that you Make Available on the Services. Dentity has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Dentity retains the right to create reasonable limits on Dentity’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Dentity in its sole discretion.
4. OWNERSHIP.
4.1 Services. Except with respect to Your Content and User Content, you agree that Dentity and its suppliers own all rights, title and interest in the Services, including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Dentity software. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Services.
4.2 Trademarks. “Dentity” and all related graphics, logos, service marks and trade names used on or in connection with any Services or in connection with the Services are the trademarks of Dentity and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
4.3 Your Content. Dentity does not claim ownership of Your Content. However, when you as a Registered User post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
4.4 License to Your Content. Subject to any applicable account settings that you select on the Services, you grant Dentity a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, prepare derivative works, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Dentity, are responsible for all of Your Content that you Make Available on or in the Services. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Dentity in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.
4.5 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Dentity through its suggestion, feedback, wiki, forum, similar pages, or any other aspect of the Services (“Feedback”) is at your own risk and that Dentity has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Dentity a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Dentity’s business.
5. USER CONDUCT. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Dentity’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Dentity; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (xiv) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
6. FEES AND PAYMENT TERMS.
6.1 Payment. We may charge for certain features and functionality of the Services. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Dentity with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for Services for which we charge. Your Payment Provider agreement governs your use of the designated credit card or payment account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Dentity with your credit card number or payment account and associated payment information, you agree that Dentity is authorized to immediately invoice your Account for all fees and charges due and payable to Dentity hereunder and that no additional notice or consent is required. You agree to immediately notify Dentity of any change in your billing address or the credit card or PayPal account used for payment hereunder. Dentity reserves the right at any time to change its prices and billing methods, either immediately upon posting through the Services.
6.2 Third Party Provider. Dentity may use Stripe, Inc. (“Stripe”) as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By using the Services, you agree to be bound by Stripe’s Privacy Policy: https://www.stripe.com/privacy, and hereby consent and authorize Dentity and Stripe to share any information and payment instructions you provide with one or more third party service provider(s) to the minimum extent required to complete your transactions.
7. THIRD-PARTY SERVICES.
7.1 Third-Party Services. You acknowledge and agree that certain features and functions of the Services are made available by third parties that control such features and functions, such as identity verification and data providers (“Third-Party Providers”), and that the access to and use of such features and functions (“Third-Party Services”), including the availability thereof and uptimes related thereto, is solely determined by the relevant Third-Party Providers. Dentity will have no liability to you for any unavailability of any Third-Party Services, or any Third-Party Provider’s decision to discontinue, suspend or terminate any Third-Party Services. All right, title and interest in and to any Third-Party Services are and shall remain the sole property of their respective Third-Party Providers. Authorized Users may be required to accept additional terms and conditions with respect to access to and use of any such Third-Party Services.
7.2 Third-Party Websites. The Services may contain links to third-party websites (“Third-Party Websites”). When you click on a link to a Third-Party Website, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Dentity. Dentity is not responsible for any Third-Party Websites. Dentity provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, or any product or service provided in connection therewith. You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave the Services, the Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Apps, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.3 Release. You hereby release Dentity Parties (as defined below) from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services. Should you, as a User, have a dispute with respect to any services provided by a Provider, or fees charged pursuant to the Services, you must address such dispute with the Provider directly (although you may copy Dentity on the fee disputes). You, as a User, hereby agree to release Dentity Parties (as defined below) from any losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from or in any way connected with such disputes and your dealings with Providers. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
8. Indemnification. You agree to indemnify and hold Dentity, its parents, subsidiaries, affiliates, officers, directors, employees, contractors, and agents and its licensors and suppliers (“Dentity Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Dentity reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Dentity in asserting any available defenses. You agree that the provisions in this Section will survive any termination of this Agreement or your access to Services.
9. Disclaimer of Warranties and Conditions.
9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE DENTITY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(a) DENTITY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE SERVICES ARE ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (5) YOUR USE OF THE SERVICES WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE SERVICES WILL BE COMPATIBLE WITH YOUR DEVICES.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSON OR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. DENTITY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) From time to time, DENTITY may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at CarTreks’ sole discretion. The provisions of this section apply with full force to such features or tools.
9.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT DENTITY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DENTITY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. DENTITY MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. DENTITYMAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
9.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT DENTITY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. DENTITY DOES NOT GUARANTEE OR WARRANT ANY VENDOR’S PERFORMANCE OR OUTCOME OR QUALITY OF THE VENDOR SERVICES PROVIDED, AND IS NOT LIABLE OR RESPONSIBLE FOR ANY VENDOR’S PROVISION OF THE VENDOR SERVICES.
10. Limitation of Liability.
10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL DENTITY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DENTITY PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, CONTENT, OR PROFITS, WHETHER OR NOT DENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE DENTITY PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE DENTITY PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, CONTENT, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE DENTITY PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON DENTITY PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE DENTITY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL DENTITY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY DENTITY AS A RESULT OF YOUR USE OF THE DENTITY PROPERTIES IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID DENTITY ANY AMOUNTS IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, DENTITY’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
10.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.4 User Content. The Dentity Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any Content (including but not limited to Your Content and User Content), user communications, or personalization settings.
10.5 Basis of the Bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Dentity and you.
11. MONITORING AND ENFORCEMENT. Dentity reserves the right (but has no obligation) to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Dentity; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this Agreement. If Dentity becomes aware of any possible violations by you of the Agreement, Dentity reserves the right to investigate such violations. If, as a result of the investigation, Dentity believes that criminal activity has occurred, Dentity reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Dentity is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, in Dentity’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Dentity, its Registered Users or the public, and all enforcement or other government officials, as Dentity in its sole discretion believes to be necessary or appropriate.
12.1 Term. The Agreement commences on the earlier to occur of (a) the date you first use the Services; or (b) the date you accept the Agreement (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
12.2 Termination of Services by Dentity. Dentity is free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of this Agreement, or for reasonable suspicion of fraud, diminished capacity or other inappropriate activity. Dentity has the sole right to decide whether you are in violation of any of the restrictions set forth in this Agreement. If we suspend your use of the Services, you may continue to access your Brokerage Account directly or through other services not hosted by us. Dentity will not have any liability whatsoever to you for any suspension or termination.
12.3 Termination of Services by You. If you want to terminate the Services provided by Dentity, you may do so by (a) notifying Dentity at any time and (b) closing your Account for all of the Services that you use by going to the “Delete Account” page under the “Settings” and “Privacy and Sharing” pages. Your notice should be sent, in writing, to Dentity’s address set forth below. Note that if you terminate your Enterprise Account and disconnect from any relevant Enterprise, any such termination does not revoke any previous verifications contained within your Dentity wallet.
12.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Dentity will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
12.5 No Subsequent Registration. If your registration(s) with, or ability to access, the Services, is discontinued by Dentity due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Dentity reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
13. International Users. Services can be accessed from countries around the world and may contain references to services and data that are not available in your country. These references do not imply that Dentity intends to announce or promote the availability of such services or data in your country. Services are controlled and offered by Dentity from its facilities in the United States of America. Dentity makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
14. DISPUTE RESOLUTION. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires that you and Dentity arbitrate disputes with one another. PLEASE BE AWARE THAT THIS SECTION 14 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND DENTITY HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 14 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND DENTITY BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 14 CAREFULLY.
14.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Dentity agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Agreement, including claims and disputes that arose between us before the effective date of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and Dentity may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Dentity may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of the Agreement.
14.2 Informal Dispute Resolution. There may be instances when a Dispute arises between you and Dentity. If that occurs, Dentity is committed to working with you to reach a reasonable resolution. You and Dentity agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Dentity therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Dentity that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to admin@dentity.com or regular mail to our offices located at Dentity Partners, Inc., 23371 Mulholland Drive, Ste. 239, Los Angeles, CA 91364. The Notice must include: (a) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (b) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (c) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
14.3 Waiver of Jury Trial. YOU AND DENTITY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Dentity are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the Section 14.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14.4 Waiver of Class or Other Non-Individualized Relief. YOU AND DENTITY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 14.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 14.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Dentity agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in Los Angeles County in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Dentity from participating in a class-wide settlement of claims.
14.5 Rules and Forum. The Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Dentity agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at ; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at JAMS’s rules are also available at or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (a) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (d) a statement certifying completion of the Informal Dispute Resolution process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Dentity otherwise agree, or the Batch Arbitration process discussed in Section 14.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
You and Dentity agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
14.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under Section 14.9 is triggered, JAMS will appoint the arbitrator for each batch.
14.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to the such Section 14.4, including any claim that all or part of the such Section 14.4 is unenforceable, illegal, void or voidable, or that such Section 14.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in the Section 14.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the Section 14.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
14.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Dentity need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
14.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Dentity agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Dentity by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (b) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Dentity.
You and Dentity agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
14.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: Dentity Partners, Inc., 23371 Mulholland Drive, Ste. 239, Los Angeles, CA 91364 , within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Dentity account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
14.11 Invalidity; Expiration. Except as provided in the Section 14.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Dentity as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
14.12 Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Dentity makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Dentity at: Dentity Partners, Inc., 23371 Mulholland Drive, Ste. 239, Los Angeles, CA 91364, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement) remain in full force and effect. Dentity will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Agreement.
15. General Provisions.
15.1 Electronic Communications. The communications between you and Dentity use electronic means, whether you visit Services or send Dentity e-mails, or whether Dentity posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Dentity in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that Dentity provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.
15.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Dentity’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
15.3 Force Majeure. Dentity shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Dentity agree that all claims and disputes arising out of or relating to this Agreement or the Services will be litigated exclusively in state or federal courts located in Los Angeles, California.
15.5 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the STATE OF CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to thIS Agreement.
15.6 Notice. Where Dentity requires that you provide an e-mail address, you are responsible for providing Dentity with your most current e-mail address. In the event that the last e-mail address you provided to Dentity is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, Dentity’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Dentity at the following address: Dentity Partners, Inc., 23371 Mulholland Drive, Ste. 239, Los Angeles, CA 91364. Such notice shall be deemed given when received by Dentity by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
15.7 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: Dentity Partners, Inc., 23371 Mulholland Drive, Ste. 239, Los Angeles, CA 91364 or e-mail admin@dentity.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
15.8 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
15.9 Severability. Subject to Section 14.11, if any portion of these Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
15.10 Export Control. You may not use, export, import, or transfer Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
15.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
15.12 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
