Please read these Terms & Conditions carefully before creating an account or using the Platform and/or Services offered by CLEARALIGNERGROUP, LLC, a California limited liability company ("CAG", “Company”, “we”, “us”, “our”). By using CAG’s Platform, features, and Services (“CAG Platform”, “Platform”, Services”), You (“You, you, Licensed Dentist User, LDU”) agree to be bound by these Terms & Conditions (the "T&C").
CAG reserves the right, at its discretion, to update and change these Terms & Conditions. CAG may notify you of changes by email, or through your account. You will be responsible for reviewing and becoming familiar with any such modifications. Continued use of CAG’s Platform and/or Services after such change constitutes acceptance of such changes.
The purpose of CAG’s Platform and/or Services is to provide access to Invisalign and clear aligner services/training/information platform for Users (licensed Dentists) to find, interact, gain mentoring and counsel with experienced and licensed orthodontists to better provide Invisalign services to their clients.
Participation in CAG Services; Users.
Only Licensed Dentists (the “User”) may use CAG Services. Throughout this T&C, the User is also referred to as “Licensed Dentist User/ LDU”)
Services. Once a member, a User may access CAG Services (collectively the “Services”) as set forth herein:
One-time CAG account set up;
Access to CAG’s proprietary evaluation platform, Clear Other Group (“COG”) to determine the applicability of Invisalign treatment (all appropriate records, X-rays (FMX or PAN), photos, and prescription forms must be submitted online through COG);
Complimentary on-going review of Invisalign treatment preferences through COG;
3 ClinCheck® modifications for each individual treatment plan i.e. Moderate or Comprehensive Service;
COG Evaluation;
COG CLINCHECK Set up and Review;
Mid-Course Correction or additional aligners;
All COG Consultants are licensed, independent Orthodontists.
Setting Up An Account. To sign up for CAG services, you must provide: Practice Name, Treating Doctor, license, Invisalign User ID, showing of good standing, proof of insurance (1M/3M liability insurance minimum), and shipping & billing address.
Fees; Payment of Fees. The Fees and Payment of Fees for the Services described in Section 2 shall be incorporated into the CAG account setup process when the User selects the CAG package to be utilized.
Disclosures and Waivers.
CLEARALIGNERGROUP, LLC (“CAG”) is a technology platform that allows registered, licensed dentists to gain access to information and consulting support for CAG and Invisalign services only as part of that professional’s complete diagnosis and treatment of a patient. CAG takes makes no warranty or guarantee as to the efficacy or veracity of any and all information or support. CAG does NOT provide diagnosis and is not a replacement for any portion of the diagnosis and treatment that would be performed by a licensed dentist or licensed dental doctor or professional. Results that may be achieved by using all or any portion of CAG Services will depend on examination and diagnosis of the particulars of the individual case. Without limiting the generality of foregoing disclaimer, results from the use of a proposed treatment plan will vary, and throughout the course of treatment, the licensed dentist must closely follow the progress of treatment.
CAG DOES NOT WARRANT THE ACCURACY OF ANY SERVICE OFFERED PURSUANT TO DENTIST REQUEST AND MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO AND SERVICES THAT ARE COVERED BY THIS CONTRACT. CAG SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCTS OR SERVICES THAT ARE COVERED BY THIS CONTRACT.THE LICENSED DENTIST BEARS ALL RESPONSIBILITY FOR ANY DIAGNOSIS AND TREATMENT AS WELL AS ALL RESPONSIBILITY FOR THE RESULTS FROM SUCH DIAGNOSIS AND /OR TREATMENT.
No liability shall result from any delay in performance or non-performance, except delay in payment as provided for herein.
The products and or service provided by CAG pursuant to these Terms and Conditions are being provided specifically based upon the representations made to CAG that the user of the services is a licensed dentist who is qualified in that he or she has the requisite knowledge of experience to utilize the services properly in the development of a complete diagnosis and treatment plan.
License to Use. By creating an account with CAG’s Platform and accepting these Terms & Conditions, CAG grants to you a personal, limited, non-exclusive, non-transferable and revocable license to access CAG’s Platform and use of Services. All rights not expressly granted herein are reserved.
You are directly responsible for all of the activities associated with accessing and utilizing CAG’s platform and Services. The following activities are strictly prohibited: Any actions intended or designed to obtain password, account, or private information from any other CAG user; to engage in any kind of illegal activity or illicit act or violate any law or regulation; to violate any right of any person, company, or entity, including but not limited to intellectual property rights, copyrights, contract rights, and rights of privacy; to promote or sell any products, services, or materials; to sell, lease, share, transfer, or sublicense the Services or derive income from the use of the Services, except as intended by these T&Cs, without the prior express written permission from CAG. CAG’s failure to exercise or enforce any right or provision of these T&Cs shall not constitute a waiver of such right or provision. Any notice to CAG that is required or permitted by this T&C shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to legal@clearalignergroup.com or when delivered by a nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to CLEARALIGNERGROUP, LLC., 11645 Wilshire Blvd # 1060, Los Angeles, CA 90025, Attn: Legal.
Term and Termination. It is the intention of the parties hereto that the Services and Additional Services provided shall be on a case by case basis. Either party may terminate this Agreement at any time upon notice to the other party.
CAG Consultants; Independent Contractor Relationship. Consultants are independent contractors and are not employees, servants, partners or joint venturers of Company. Company shall determine the work to be done by Consultant, but Consultant shall determine the legal means by which it accomplishes the work specified by Company.
CLIENT DENTIST UNDERSTANDS AND AGREES THAT CLEARALIGNERGROUP, LLC ACTS ONLY AS AN ONLINE TECHNOLOGY AND BUSINESS MANAGEMENT PLATFORM. CAG’S PLATFORM AND/OR SERVICES FACILITATES INTERACTION BETWEEN CLIENT DENTISTS AND CONSULTANT ORTHODONTIST. CONSULTANT ORTHODONTIST ARE INDEPENDENT CONTRACTORS, NOT CAG EMPLOYEES NOR AGENTS. ALL FEES ARE FOR ACCESS TO CAG’S TECHNOLOGY PLATFORM AND SERVICES. NO FEES ARE COLLECTED ON BYHALF OF THE CONSULTANT ORTHODONTIST.
USERS AGREE THAT AT NO TIME IS CLEARALIGNERGROUP, LLC A PARTY TO ANY INTERACTION BETWEEN USERS (USER DENTIST AND CONSULTANT ORTHODONTIST). THOUGH CONSULTANT ORTHODONTIST AGREE TO CONDUCT THEMSELVES BY CAG’S STANDARDS OF CONDUCT, CONSULTANT ORTHODONTIST ARE INDEPENDENT, LICENSED ORTHODONTIST CONTRACTORS AND ARE NOT EMPLOYEES NOR AGENTS OF CAG. AS SUCH, CAG TAKES NO RESPONSIBILITY IN THE QUALITY OR EFFICACY OF THE SERVICE.
CAG IS ONLY A TECHNOLOGY PLATFORM, ALL INTERACTION BETWEEN USERS AND CONSULTANTS ARE INDEPENDENT BETWEEN THE USERS AND CONSULTANTS. SERVICES AS AGREED TO BY THE PARTIES WILL MAKE UP THE ENTIRETY OF EACH INTERACTION. PARTIES DEFINE THE SCOPE AND METHODOLOGY OF THE SERVICE. ALL SERVICES ARE ENTERED INTO AT THE USER’S RISK.
Indemnification. User does hereby agree to defend, indemnify and hold harmless Company and its trustees, officers, employees, directors, agents, contractors, and servants from any and all claims and liabilities of any type or nature whatsoever arising out of any act, omission or negligence by Company, its officers, employees, directors, agents, contractors, or servants which may now or hereafter arise out of or result from or in any way be related to the provision of services pursuant to this Agreement.
Release. To the maximum extent permitted by applicable law, you hereby release and waive all claims against CLEARALIGNERGROUP,LLC., its contractors, employees, officers, agents, or other partners from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of CAG’s Platform and/or Services. In addition, you expressly waive and relinquish any and all rights and benefits, which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
Confidential Information. Users understand and agree that they may receive and contribute to the Company’s Confidential Information. Users shall keep secret all such Confidential Information and will not make known the same to any person, firm, or corporation without first obtaining the written consent of Company. User’s access to any information, confidential or otherwise is limited and may be revoked at the sole discretion of Company at any time, for any reason, with or without notice.
Limitation of Liability. Except for User indemnification obligations under section 8 and 9 above, neither party shall be liable under any contract, strict liability, negligence or other legal or equitable theory, for any incidental, indirect, special or consequential damages or damages for lost profits, revenue, data, or confidentiality in connection with the subject matter of this agreement, even if such party has been advised of the possibility of such damages and even if such damages are foreseeable. To the fullest extent permitted by law, the total aggregate liability for a party arising under these T&Cs will not exceed the amounts paid by client to Company for Company Services for the six (6) months immediately preceding the date on which the cause of action arose. Each party acknowledges that the other party has entered into this agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Legal Disputes.
YOU ACKNOWLEDGE AND AGREE THAT YOU AND CLEARALIGNERGROUP, LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY, NOTWITHSTANDING THE EXCEPTION NOTED ABOVE REGARDING COPYRIGHTS AND INTELLECTUAL PROPERTY, OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
FURTHER, YOU ALSO AGREE THAT IF A DISPUTE SHOULD GO TO ARBITRATION, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING.
CAG provides two avenues of resolving disputes: mediation and binding arbitration with the exception that CAG reserves the right to protect and pursue in equity or in a court of competent jurisdiction any person, company, or entity infringing upon CAG’s copyrights and/or Intellectual Property. In an effort to keep dispute resolutions neutral, cost effective, and timely, you agree to resolve any claim or controversy that arises out of these Terms & Conditions or the use of CAG’s Platform or Services (a ”Dispute/s”) using the process below.
Good Faith Bond. All legal disputes that cannot be resolved between the parties must be accompanied by a good faith bond of $10,000.00, to be deposited to an independent bond holder, to be selected by the party bringing the Dispute before the dispute can proceed to mediation or arbitration.
Mediation. Users and CAG agree that any dispute must begin with mediation. Mediation is a non-binding form of conflict resolution where the parties will select a neutral, third-party individual to listen to the facts, and suggest potentially equitable resolutions.
Selection of Mediator and Timing. The party that is bringing the claim will provide the resumes of three potential mediators. The final decision of the mediator will rest with the non-claiming party. Once a mediator is selected, Parties will select a mutually acceptable date, no later than one calendar month from the date that the mediator was selected to resolve the matter. Parties agree that all Mediation will occur in Los Angeles County, California.
Mediation Fees. The party that is bringing the claim will be responsible for the Mediation Fees. Upon final decision of the mediator fees may be split equally between parties.
Arbitration Process. Any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to binding arbitration, shall be determined in Los Angeles County, California, before one (1) arbitrator from the JAMS roster pursuant to its current Streamlined Arbitration Rules & Procedures.
The award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
Allocation of Fees and Costs: The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
Arbitration Location and Procedure. Arbitration will be conducted in Los Angeles County, California unless you and CAG agree to a different location. All arbitration claims that do not exceed $10,000, will be conducted solely on the basis of the documents you and CAG submit to the arbitrator, unless the arbitrator deems that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Streamlined Arbitration Rules & Procedures.
Arbitrator's Decision. The arbitrator will render a binding decision and an award, if any, within the time frame specified in the JAMS Streamlined Arbitration Rules & Procedures.
The arbitrator's award damages must be consistent with the terms of Limitation of Liability section of these Terms & Conditions as to the types and the amounts of damages for which a party may be held liable. CAG reserves the right it may have under applicable law to recover attorneys' fees and expenses if it prevails in arbitration.
No Appeal. The decision and award of the arbitrator in the arbitration proceeding shall be final. Any such decision and award shall not be appealed to any court in any jurisdiction.
Confidentiality. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
Arbitration Fees. The party initiating Arbitration will be responsible for any JAMS filing, administrative, and arbitrator fees as set forth in the JAMS Rules.
Speedy Resolution. To the maximum extent practicable, the arbitrator and the Parties shall take all action required to conclude the arbitration proceeding within six (6) months after the appointment of the arbitrator. This arbitration provision shall survive the termination, amendment or expiration of this Agreement and/or any of the documents or any relationship between the Parties.
Modifications of Legal Dispute Sections. CAG may modify the terms of the settling disputes. If upon notice of the modification you would rather settle the dispute by the Legal Dispute Section agreed to when you set up your account, CAG will allow that for the Dispute in question. Any subsequent Dispute will be settled under the Legal Dispute Section as modified. This "Legal Disputes" section shall survive any expiration or termination of this contract and/or your relationship with CAG.
HIPPA Compliance; Business Associate Agreement. The parties hereto intend to comply with the Health Insurance Portability and Accountability Act (“HIPPA”). The parties acknowledge that Consultant is a “business associate” under HIPPA. The parties hereby agree as follows:Definitions.
The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Protected Health Information, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use.
Business Associate. “Business Associate” shall generally have the same meaning as the term “business associate” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean Clear Treatment Planning Solutions, B.V.
Covered Entity. “Covered Entity” shall generally have the same meaning as the term “covered entity” at 45 CFR 160.103, and in reference to the party to this agreement, shall mean the Company.
HIPAA Rules. “HIPAA Rules” shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Part 160 and Part 164.
Obligations and Activities of Business Associate. The Business Associate agrees to:
Not use or disclose protected health information other than as permitted or required by the Agreement or as required by law;
Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information, to prevent use or disclosure of protected health information other than as provided for by the Agreement;
Report to covered entity any use or disclosure of protected health information not provided for by the Agreement of which it becomes aware, including breaches of unsecured protected health information as required at 45 CFR 164.410, and any security incident of which it becomes aware;
In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of the business associate agree to the same restrictions, conditions, and requirements that apply to the business associate with respect to such information;
Make available protected health information in a designated record set to the covered entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.524;
Make any amendment(s) to protected health information in a designated record set as directed or agreed to by the covered entity pursuant to 45 CFR 164.526, or take other measures as necessary to satisfy covered entity’s obligations under 45 CFR 164.526;
Maintain and make available the information required to provide an accounting of disclosures to the covered entity as necessary to satisfy covered entity’s obligations under 45 CFR 164.528;
viii)To the extent the business associate is to carry out one or more of covered entity’s obligation(s) under Subpart E of 45 CFR Part 164, comply with the requirements of Subpart E that apply to the covered entity in the performance of such obligation(s); and
Make its internal practices, books, and records available to the Secretary for purposes of determining compliance with the HIPAA Rules.
Permitted Uses and Disclosures by Business Associate.
Business associate may only use or disclose protected health information as necessary to perform the Services and the Additional Services described in this Agreement. Business associate may use or disclose protected health information as required by law.
Business associate agrees to make uses and disclosures and requests for protected health information consistent with covered entity’s minimum necessary policies and procedures. Business associate may not use or disclose protected health information in a manner that would violate Subpart E of 45 CFR Part 164 if done by covered entity except for the specific uses and disclosures set forth below. Business associate may use protected health information for the proper management and administration of the business associate or to carry out the legal responsibilities of the business associate. Business associate may disclose protected health information for the proper management and administration of business associate or to carry out the legal responsibilities of the business associate, provided the disclosures are required by law, or business associate obtains reasonable assurances from the person to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the person, and the person notifies business associate of any instances of which it is aware in which the confidentiality of the information has been breached.
Business associate may provide data aggregation services relating to the health care operations of the covered entity.
Covered Entity’s Privacy Practices and Restrictions. Covered entity shall notify business associate of any limitation(s) in the notice of privacy practices of covered entity under 45 CFR 164.520, to the extent that such limitation may affect business associate’s use or disclosure of protected health information.
Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, business associate, with respect to protected health information received from covered entity, or created, maintained, or received by business associate on behalf of covered entity, shall:
Retain only that protected health information which is necessary for business associate to continue its proper management and administration or to carry out its legal responsibilities; Destroy the remaining protected health information that the business associate still maintains in any form;
Continue to use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic protected health information to prevent use or disclosure of the protected health information, other than as provided for in this Section, for as long as business associate retains the protected health information;
Not use or disclose the protected health information retained by business associate other than for the purposes for which such protected health information was retained and subject to the same conditions set out hereinabove; and Destroy the protected health information retained by business associate when it is no longer needed by business associate for its proper management and administration or to carry out its legal responsibilities.
The obligations of business associate under this Section shall survive the termination of this Agreement.
Miscellaneous
Authority to Execute Agreement. The Parties to these Terms & Conditions warrant and represent that they have the power and authority to enter into this T&Cs in the names, titles and capacities herein stated and on behalf of any entities, persons or firms represented or purported to be represented by such respective party.
Amendments. This Agreement may be amended only by an instrument in writing executed by the undersigned parties.
Notice. Any notice, request, demand or other communication permitted to be given hereunder shall be in writing and shall be deemed to be duly given when personally delivered to an executive officer of Company or to Consultant, as the case may be, or upon confirmation of delivery by a bona fide international courier service. Either party may change, by written notice transmitted in the manner prescribed above, the address to which notices are to be sent.
Headings. The headings in this contract are inserted for convenience of reference only and will not affect interpretation of this contract.
Assignment. This Agreement is personal to the Users hereto, and, except as herein otherwise provided, the User may not assign, transfer in any way or delegate any of the rights or obligations hereunder without first obtaining the written consent of CAG.
Counterparts. These Terms & Conditions shall be deem executed for the purposes of Services when the User 1) accepts these T&Cs as part of creating an account, and 2) uses or continues to use CAG Services.
Assumption of Risk. Contacting people and using online services have inherent risks. You agree and understand that by using the Platform, Service and/or Content that you are assuming all the risks associated with using the Platform, Services and/or Content.
Sever-ability. Should any provision contained in the Terms & Conditions be deemed to be illegal, invalid, or unenforceable, the remaining provisions shall continue in full force and effect. This "Sever-ability" section shall survive any expiration or termination of your relationship with Company.
Release and Waiver. Any failure of Company to exercise or enforce any right or provision of the T&Cs is not a waiver of such right or provision. This "Release and Waiver" section shall survive any expiration or termination of your relationship with Company.
Governing Law and Jurisdiction. These Terms & Conditions shall be governed by and construed in accordance with California state laws without regard to the conflicts of laws provisions thereof. Users and CLEARALIGNERGROUP, LLC agree to be bound to jurisdiction in Los Angeles County, California.
Captions and Headings. The section titles are for convenience only and do not have any effect on legal or contractual rights.
Entire Agreement. These Terms & Conditions, including any related policies and terms referenced in the T&Cs, make up the entire agreement between you and CAG.
Contacting Company. If you have any questions or concerns regarding these Terms & Conditions, please contact us at customersupport@clearalignergroup.com. All notices, authorizations, and requests to CAG shall be deemed given upon receipt to the following address CLEARALIGNERGROUP, LLC., 11645 Wilshire Blvd # 1060, Los Angeles, CA 90025.
--January 2022--