Teero Inc (dba Teero Dental)
Last Updated: September 2023
These Terms of Service constitute a legally binding agreement (“the Terms”) between you and Teero Inc (“Teero Inc” we,” us or our”) governing your use of applications, websites, contents, products, and/or services, including Services as defined herein, provided by Teero Inc and its affiliates (“Teero Products”). By accessing or using Teero Products, you agree to be bound by these Terms. Please read them carefully.
IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST NOT USE OR ACCESS THE SERVICES.
PLEASE BE ADVISED: THESE TERMS CONTAIN PROVISIONS, INCLUDING AN ARBITRATION AGREEMENT, THAT GOVERN HOW CLAIMS THAT YOU AND TEERO INC HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST TEERO INC TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. IN AGREEING TO THESE TERMS YOU ARE WAIVING YOUR RIGHT TO FILE CLAIMS IN A COURT OF LAW AND A JURY TRIAL ON THOSE CLAIMS.
Teero Inc may update, amend, or modify these Terms at any time in its sole discretion Any such changes shall be effective upon provision of written notice to you. Your continued use of Teero Products subsequent to receipt of notice of any such changes constitutes your agreement to those changes and the updated Terms.
These Terms consist of (a) General Terms, which apply to all users of the Services, (b) Dental Office Terms, which apply to you if you use the Services as a Dental Office, and (c) Dental Professional Terms, which apply to you if you use the Services as a Dental Professional.
The below terms apply to you, regardless of whether you use the Services as a Dental Office or Dental Professional.
DESCRIPTION OF THE SERVICES
Teero Inc (a) enables Dental Professionals, who are independent third-party professionals desiring to provide dental hygiene and related services on a short-term basis (“Dental Professional Services”), and Dental Offices, who are independent third-party businesses desiring to engage Dental Professionals to provide Dental Professional Services, to connect and receive and provide services to each other, and (b) provides related content and services, including payment processing and customer support (collectively, the “Services”). As part of the Services, Teero Inc provides Dental Professionals and Dental Offices with access to a multi-sided digital marketplace platform (the “Teero Platform”). The Teero Platform is offered
in a number of forms, including mobile and web-based applications (“Applications”). Unless stated otherwise, the Services, including the Teero Platform, are made available solely for your personal or internal business use.
In using the Services, a Dental Office will post a request for Dental Professional Services (each a “Service Request”) on the Teero Platform. Dental Professionals are then able to view that Service Request on the Teero Platform and indicate if they are interested in providing the Dental Professional Services requested. Dental Offices can review all indications of interest from Dental Professionals and select the Dental Professional it desires to fulfill the Service Request. It is in the Dental Office’s sole discretion whether to select a Dental Professional for a Service Request.
In order to indicate interest in a Service Request, a Dental Professional must provide specified information as permitted by applicable law, including but not limited to their name, relevant professional history, and applicable licenses and certifications.
Teero Inc does not offer or provide Dental Professional Services, does not request such services, and does not offer or provide training, tools, or materials pertaining to Dental Professional Services. Through the Services, Teero Inc solely enables Dental Professional and Dental Offices to connect, communicate, and contract. The selection by a Dental Office of a Dental Professional to fulfill a Service Request forms an agreement exclusively between such Dental Office and Dental Professional. Teero Inc is not a party to any such agreement. Teero Inc has no control over the conduct of Dental Offices, Dental Professionals, or any other users of the Services and expressly disclaims, and you expressly release Teero Inc from, any and all liability arising from or relating to the conduct of Dental Offices, Dental Professionals, and agreements between Dental Offices and Dental Professionals, except for Teero Inc’s obligations described herein related to processing payments.
While Teero Inc will use commercially reasonable efforts to verify all Dental Professionals on the platform have the licenses, certifications, and other credentials required to comply with applicable law and standards, Teero Inc makes no representations about and disclaims all liability associated with: (i) the suitability, reliability, quality, and timeliness of Dental Professional Services provided by Dental Professionals; and (ii) the credentials, background, suitability, skills, and reliability of Dental Professionals. Teero Inc does not control or supervise the manner, quality, provision, or failure to provide Dental Professional Services by Dental Professionals or any feedback or ratings provided by users of the Services.
YOUR REPRESENTATIONS, WARRANTIES, AND COVENANTS
If you are an individual, you represent and warrant that: (a) you are at least 18 years old and legally entitled to enter these Terms, (b) you have the authority and capacity to enter into and abide by these Terms, and (c) obligations under these Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations.
If you are a business entity, you represent, warrant, and covenant that: (a) you are duly organized, validly existing and in good standing under the laws of the jurisdiction in which you were formed and engaged in your own independent trade or business prior to entering into these Terms; (b) you have full power and authority to execute, deliver, and perform under these Terms; (c) these Terms have been duly authorized, executed, and delivered by a corporate representative; and (d) obligations under these Terms shall be performed in compliance with any obligations to third parties and all applicable laws, rules, or regulations.
Whether you are an individual or business entity, you further represent, warrant, and covenant that you are in compliance with all applicable laws, rules, and regulations required of you to provide services as a Dental Professional or Dental Office, including that you hold and will maintain any and all required licenses, certifications, and insurance required to provide such services by the State Board of Dentistry and any other applicable regulatory bodies in the states where you operate. You further represent, warrant, and covenant that all such licenses, certifications, and insurance are in compliance and
up-to-date. If at any time any of the foregoing ceases to be true, you shall notify Teero Inc immediately and cease using the Services.
YOUR INFORMATION AND IDENTIFICATION
You will ensure all information you provide to Teero Inc is true and accurate, and that you will keep such information up-to-date to ensure its continued accuracy. You will provide us with whatever proof of identity Teero Inc may reasonably request. You will secure and keep confidential your account password or any identification Teero Inc provides you that allows access to the Services. For any information you provide to Teero Inc, you are solely responsible for obtaining any and all required notices or necessary consents prior to uploading to the Teero Platform or otherwise providing such information to Teero Inc and for ensuring that providing such information to Teero Inc for use in connection with the Services will not violate any applicable laws, rules, or regulations, or any of your obligations to any third party, including but not limited to any duty of confidentiality.
CONTACT OUTSIDE OF THE SERVICES AND ACCOUNT CIRCUMVENTION
You will not use the Services to identify Dental Offices, Dental Professionals or other businesses or individuals to complete transactions outside of the Services, including to circumvent your payment obligations for the Services if you are a Dental Office. You must immediately notify Teero Inc if a Dental Professional or Dental Office requests payment for Dental Professional Services be made outside of the Teero Platform. Notwithstanding the foregoing, nothing in these terms prohibits or is intended to prohibit you from entering into an employment relationship with a Dental Office or Dental Professional.
NO THIRD-PARTY ACCESS
You will not authorize others to use your account with Teero Inc or use the Services on your behalf. You will not assign or otherwise transfer your user account to any other person or entity.
You will comply with all applicable federal, state, and local laws while using the Services. Any and all tax documentation requested by Teero Inc shall be completed as required by law. Failure to comply with the foregoing may result in your being denied access to or removed from the Services.
ACCESS AND USE OF THE SERVICES
During the validity of these Terms and subject to your material compliance with your obligations hereunder, Teero Inc grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Services, including the Teero Platform; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case
solely for your personal, non-commercial use or internal business purposes. Any rights not expressly granted herein are reserved by Teero Inc and its licensors.
The Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain the property of Teero Inc. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by Teero Inc or its licensors, except for the limited license granted above.
Teero Inc may block or suspend your access to the Services at any time in its sole discretion.
You may only access the Services using authorized means. You will not use the Services for any fraudulent purposes or to cause nuisance, annoyance or inconvenience. You agree that you will not use Teero Inc’s copyrights, trademarks or service marks, aside from use incidental to your use of the Services, without express, written permission from Teero Inc. It is your responsibility to ensure you have the correct licenses, insurances, and certifications to use the Services. Teero Inc reserves the right to terminate your use of the Services if you use an incompatible or unauthorized device or fail to strictly comply with this section.
You further agree that in using the Services you will not:
Create Internet links to the Services or frame or mirror any software on any other server or wireless or Internet-based device.
Copy or distribute the Services in whole or in part.
Reverse engineer or access the Services (except as permitted by applicable law) in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the Services, or copy any ideas, features, functions, or graphics of the Services.
Launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services.
Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws through the Services.
Send or store through or on the Services infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of any third-party privacy rights.
Send or store through or on the Services material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs.
Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
Attempt to gain unauthorized access to the Services or its related systems or networks.
Try to harm the Services in any way.
USE OF TEERO APPLICATIONS
The Services may be available or accessed in connection with Applications made available by third-party providers such as Apple, Inc., or Google, Inc. (each, a “Provider”) through their storefronts such as the App Store and Google Play. In entering into these Terms you agree as follows regarding use of Applications:
Both you and Teero Inc acknowledge that the Terms are concluded between you and Teero Inc only, and not with any Provider, and that a Provider is not responsible for the Teero Inc Services;
The Application is licensed to you on a limited, non-exclusive, non-transferrable,
non-sublicensable basis, solely to be used in connection with the Services for your personal, non commercial use or internal business purposes, subject to all the terms and conditions of these Terms as they are applicable to the Services;
You will only use the Application on device(s) that you own or control;
You acknowledge and agree that a Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify the Provider of such failure; upon notification, the Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
You acknowledge and agree that Teero Inc, and not the Provider, is responsible for addressing any claims you or any third party may have in relation to the Application;
You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Teero Inc, and not the Provider, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
Both you and Teero Inc acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
Both you and Teero Inc acknowledge and agree that the Provider and its subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, the Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
In the event you are given the option in the Application to open and use the website or application of a third party, such as an application providing map or direction services, you acknowledge and agree that use of such third-party websites or applications is solely at your own risk and that Teero In has no control over such websites or applications and makes no warranties regarding the safety, performance, or use of such websites or applications.
PAYMENT RATES AND CONDITIONS
On behalf of the Dental Professional, Teero charges Dental Offices a per-hour fee for the Dental Professional that is inclusive of the Dental Professional’s hourly rate plus Teero Inc’s booking fee. Charges may also include other applicable fees, including cancellation fees, adjustments, and processing fees. Rates charged for similar Service Requests may vary depending on marketplace dynamics on the Teero Platform.
NO PROVIDER, EMPLOYMENT, OR AGENCY RELATIONSHIP
You acknowledge and agree that your ability to obtain or provide Dental Professional Services through the use of the Services, including the Teero platform, does not establish Teero Inc as a provider of such services or create any kind of employment or agency relationship with Teero Inc. Teero Inc is not a
common employer, and registration with Teero Inc is solely for access to the Services, including the Teero Platform.
You acknowledge and agree that Dental Offices and Dental Professionals are not agents or employees of Teero Inc in any way. You also acknowledge that any safety-related effort, feature, process, policy, standard or other action undertaken by Teero Inc in the interest of public safety (whether required by applicable law or not) is not an indicia of an employment or agency relationship with any Dental Office or Dental Professional.
CONSENT TO AUTODIALED TEXT MESSAGES, PHONE CALLS, EMAILS, AND IN-APPNOTIFICATIONS
You agree that Teero Inc may contact you by autodialed text messages, phone calls, emails, in-app notifications, and other forms of communications with information about the Services, your account, and with marketing messages, even if your phone number is on a do not call list. You are not required to provide this consent as a condition of purchasing anything or using the Services, and may opt out at any time by contacting customer support at +1-952-206-5475. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Teero Inc account information to ensure that your messages are not sent to the person that acquires your old number.
CONSENT TO CALL RECORDING
You agree that any phone calls to or from Teero Inc may be monitored or recorded for quality assurance purposes.
CONSENT TO USE OF FEEDBACK
You agree that Teero Inc has permission to use any written and verbal feedback you provide regarding the Services in any capacity in Teero Inc’s sole discretion. You hereby grant Teero Inc a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, request, recommendation, correction or other feedback provided by you relating to the operation of the Services. No rights are granted to you hereunder other than as expressly set forth herein.
TEERO INC INTELLECTUAL PROPERTY
Teero Inc alone (and its licensors, where applicable) shall own all of the right, title and interest (including all related intellectual property rights), in and to the past, present, and future versions of the Services and all content therein. This content shall include, but is not limited to all layout, text, illustrations, instructions, files, images, designs, software, scripts, graphics, photos, sounds, music, videos, information, materials, technology, interactive features, the look and feel of the Services, the compilation and arrangement of the Services, Teero Inc trademarks, all copyrightable material (including source code and object code) and derivative works or enhancements of any of the above.
These Terms are not a sale and do not convey to you any rights of ownership in or related to the Services, or any intellectual property rights owned by Teero Inc. The Teero Inc name, Teero Inc logo, and the product names associated with the Services are trademarks of Teero Inc or third parties, and no right or license is granted by these Terms to use them.
THIRD PARTY INTERACTIONS
You may interact or transact with third parties through your use of the Services. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Teero Inc and its licensors shall have no liability, obligation or responsibility for any such interactions or transactions between you and any such third party. You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Services.
Teero Inc does not endorse any third-party sites that are linked through the Services, and in no event shall Teero Inc or its licensors be responsible for any content, products, services or other materials on or available from such third-party sites.
Teero Inc may rely on third-party advertising and marketing supplied through the Services and other mechanisms to subsidize the Services. By agreeing to these Terms you agree to receive such advertising and marketing. If you do not want to receive such advertising you should notify us in writing. Teero Inc may compile and release information regarding you and your use of the Services on an anonymous basis as part of a customer profile or similar report or analysis.
By entering into these Terms and using the Services, you agree, to the fullest extent permitted by applicable law, that you shall defend, indemnify, and hold Teero Inc, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys fees and costs) arising out of or in connection with:
your violation or breach of any term of these Terms or any applicable law, rule, or regulation;
your violation of the rights of any third party;
your negligence or willful misconduct; or
your use or misuse of the Services.
For purposes of the foregoing, “you” includes you and your affiliates and any employees, agents, contractors, subcontractors, officers, or directors of you or your affiliates.
DISCLAIMER OF WARRANTIES
THE SERVICES, INCLUDING THE TEERO PLATFORM, ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, OR
TEERO INC MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE TEERO PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE TEERO PLATFORM. TEERO INC ASSUMES NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT ON OR LINKED THROUGH THE SERVICES, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, AND (III) EVENTS BEYOND TEERO INC’S REASONABLE CONTROL.
TEERO INC MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES
YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Without limiting the foregoing, Teero Inc specifically does not warrant, guarantee, or represent that:
The use of the services will be secure, timely, uninterrupted or error free, or operate in combination with any other hardware, software, system or data,
The services will meet your requirements or expectations,
Any stored data will be accurate or reliable,
The quality of any products, services, information, or other material purchased or obtained by you through the services will meet your requirements or expectations,
Errors or defects in the services will be corrected, or
The service or the server(s) that make the service available are free of viruses or other harmful components
Teero Inc’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Teero Inc is not responsible for any delays, delivery failures, or other damage resulting from such problems.
LIMITATION OF LIABILITY
As a condition of using the Services, you agree to limitations of Teero Inc’s liability to you and third parties as described herein.
UNDER NO CIRCUMSTANCES WILL TEERO INC BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ACTUAL, CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING OUT OF, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE, INABILITY TO USE, OR RELIANCE ON THE SERVICES, REGARDLESS OF WHETHER TEERO INC OR YOU KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT.
Teero Inc will not be liable for any damages, liability or losses arising out of any transaction or relationship between a Dental Office and a Dental Professional.
Teero Inc will not be liable for delay or failure in performance resulting from causes beyond Teero Inc’s reasonable control.
TEERO INC EXPRESSLY DISCLAIMS AND YOU EXPRESSLY RELEASE TEERO INC FROM ANY AND ALL LIABILITY FOR ANY CLAIMS, INJURIES, OR DAMAGES ARISING FROM, IN CONNECTION WITH, OR RELATED TO (i) ANY MISSTATEMENT OR MISREPRESENTATION MADE TO YOU BY A DENTAL PROFESSIONAL OR DENTAL OFFICE, OR (ii) THE ACCURACY AND COMPLETENESS OR LACK THEREOF OF ANY BACKGROUND, LICENSING, CERTIFICATION, OR PROFESSIONAL QUALIFICATIONS CHECK CONDUCTED OR OBTAINED BY TEERO INC.
ANY DISPUTE BETWEEN DENTAL OFFICES AND DENTAL PROFESSIONALS REGARDING A SERVICE REQUEST OR DENTAL PROFESSIONAL SERVICES IS SOLELY BETWEEN THE DENTAL OFFICE AND DENTAL PROFESSIONAL AND MUST BE RESOLVED DIRECTLY BY THOSE PARTIES.
IF, NOTWITHSTANDING THE FOREGOING, IT IS DETERMINED TEERO INC IS LIABLE FOR DAMAGES, IN NO EVENT SHALL TEERO INC’S TOTAL AGGREGATE LIABILITY EXCEED FIVE HUNDRED DOLLARS ($500).
NOTHING IN THIS SECTION IS MEANT TO LIMIT, EXCLUDE, OR AFFECT ANY DAMAGES OR LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
IN THIS SECTION, TEERO INC INCLUDES TEERO INC, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONTRACTOR, AND SUBCONTRACTOR OF TEERO INC OR ITS AFFILIATES.
TERM AND TERMINATION
These Terms shall be effective upon the earlier of your access or use of the Services, your affirmatively accepting the terms through the Teero Platform, or other means by which you affirmatively indicate your acceptance of the Terms (the “Effective Date”).
These Terms, and any subsequent modification of these Terms, shall remain in effect so long as you use the Services unless terminated earlier by Teero Inc in accordance with this section. Teero Inc may terminate these Terms and your use of the Services upon notice to you due to your breach or violation of these Terms.
DISPUTE RESOLUTION AND ARBITRATION AGREEMENT
READ THIS SECTION CAREFULLY AS IT GOVERNS AND LIMITS HOW CLAIMS THAT YOU AND TEERO INC HAVE AGAINST EACH OTHER CAN BE BROUGHT.
Agreement to Binding Arbitration.Excepted as expressly provided otherwise in this section, YOU AND TEERO INC AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER SUCH DISPUTE OR CLAIM AROSE BEFORE OR AFTER YOUR AGREEING TO THESE TERMS. The scope
of this provision applies to all disputes or claims against Teero Inc, its affiliates, its successors, and assigns, and any of its current or former officers, directors, principals, shareholders, owners, employees, or agents of any of the foregoing. The Federal Arbitration Act and federal arbitration law apply to this agreement.
Class Action Waiver.Except as otherwise required by applicable law, you and Teero Inc agree to resolve any dispute in arbitration on an individual basis only, and not on a class, consolidated, representative or collective basis. ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU ACKNOWLEDGE AND AGREE THAT YOU AND TEERO INC ARE EACH HEREBY WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING RELATING TO ANY
DISPUTE OR CLAIM AGAINST OR INVOLVING THE OTHER. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis and shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis.
Disputes or claims under this provision shall include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: (a) the Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), (b) the Services, (c) any other goods or services made available through the Services, (d) your relationship with Teero Inc, (e) the threatened or actual suspension, deactivation or termination of your account with Teero Inc, (e) payments made by you or any payments made or allegedly owed to you, (f) any promotions or offers made by Teero Inc, (g) any claims for fraud, defamation, emotional distress, breach of any express or implied contract or covenant, (h) claims arising under federal or state consumer protection laws, (i) claims arising under antitrust laws, (j) claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; (k) claims arising under the Uniform Trade Secrets Act, (l) Civil Rights Act of 1964 and Americans With Disabilities Act, (m) state statutes, if any, addressing the same or similar subject matters, and (n) all other federal and state statutory and common law claims.
All disputes concerning the arbitrability of a claim (including disputes about the scope, applicability, enforceability, revocability or validity of this arbitration agreement) shall be decided by the arbitrator, except as otherwise required by applicable law.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages).
To begin an arbitration proceeding, the initiating party must send a letter by first class mail, national delivery service, or hand delivery within the applicable statute of limitations period. This letter must state the name and address of the party seeking arbitration, a statement of the factual and legal basis for the claim, and a description of the redress or remedy sought. If you initiate arbitration against Teero Inc, such notice shall be delivered to the attention of its legal department at 1910 N Church St, Suite 30079, Wilmington, Delaware 19802. Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”) in effect at the time of initiation of the arbitration. The AAA Rules may be found at www.adr.org, Teero Inc will reimburse filing and associated fees totaling less than
$10,000 unless the arbitrator determines the claims are frivolous. Likewise, Teero Inc will not seek attorneys fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
The arbitrator shall be selected by you and Teero Inc by mutual Agreement. However, if such mutual agreement cannot be reached within 30 days of the written demand for arbitration, the arbitrator shall be selected in accordance with the process in the AAA Rules current as of the filing of the initiation of the arbitration.
The arbitration proceedings will take place no more than fifty (50) miles from where you last used the Services prior to the claim arising, unless you and Teero Inc agree in writing otherwise.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. YOU AND TEERO INC EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.
If for any reason a claim proceeds in court rather than in arbitration, you and Teero Inc each hereby waive any right to a jury trial.
Exceptions. This arbitration agreement does not apply to the following types of claims: (i) claims for workers’ compensation, disability insurance and unemployment insurance benefits; (ii) claims that an applicable law not preempted by the FAA expressly states may not be subject to pre-dispute arbitration agreement, and (iii) claims for benefits under employee benefit plans covered by the Employee Retirement Income Security Act of 1974 (“ERISA”). Additionally, you and Teero Inc each agree that you or Teero Inc may bring suit in court to enjoin actual or threatened infringement or other misuse of intellectual property rights. All other claims must be arbitrated and are covered by this Agreement. If claims not covered under this arbitration agreement above are combined with claims that are covered under this arbitration agreement, those covered claims will be arbitrated in accordance with this arbitration agreement to the maximum extent permitted by law.
Nothing in this arbitration agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Occupational Safety and Health Administration, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar federal, state, or local agency, and nothing in this arbitration agreement prevents or excuses a party from bringing an administrative claim before any agency in order to fulfill an obligation of the party to exhaust administrative remedies before making a claim in arbitration. This arbitration agreement does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by these Terms.
THIS SECTION, INCLUDING THE ARBITRATION AGREEMENT, SHALL SURVIVE TERMINATION OF THESE TERMS.
Teero Inc shall not be liable for any delay or failure to perform under these Terms due to a natural disaster, pandemics, civil unrest, actions of governmental bodies, or communications failure which
hinders, delays or prevents Teero Inc from performing any of its obligations and is beyond the reasonable control of Teero Inc (“Force Majeure Event”).
Teero Inc may give written notice under these Terms by means of notice through the Services, including on the Teero Platform, electronic mail to your email address on record in Teero Inc’s account information, or by written communication sent by first class mail, national delivery service, or hand delivery to your address on record in Teero Inc’s account information. Notification provided on the Services or by electronic mail shall be deemed to have been given upon sending. Notices sent via physical mail or delivery shall be deemed to have been given forty-eight (48) hours after sending.
These Terms may not be assigned by you without the prior written approval of Teero Inc. These Terms may be assigned at any time by Teero Inc in its sole discretion.
Any purported assignment in violation of this section shall be null and void. APPLICABLE LAW AND VENUE
Except as provided above in the DISPUTE RESOLUTION AND ARBITRATION AGREEMENT section above, these Terms will be construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of law. For any actions, suits, or proceedings not subject to the DISPUTE RESOLUTION AND ARBITRATION AGREEMENT section above, the parties hereby consent to submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in the District of Delaware.
CONTRACTOR RELATIONSHIP BETWEEN YOU AND TEERO
The relationship between you and Teero is an independent contractor relationship. No joint venture, partnership, employment, agency, enterprise, or franchise relationship exists between you, Teero Inc or any third-party provider as a result of these Terms or use of the Services.
SEVERABILITY AND WAIVER
If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
The failure of Teero Inc to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Teero Inc in writing.
These Terms comprise the entire agreement between you and Teero Inc and supersede all prior or contemporaneous negotiations, discussions, or terms, whether written or oral, between the parties regarding the subject matter contained herein.
All parts of these Terms which by their nature should survive the expiration or termination of these Terms shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms, including Dispute Resolution and Arbitration Agreement, Indemnification, Limitation of Liability, Disclaimer of Warranties, Contact Outside of the Services and Account Circumvention, and this section, Survival.
Dental Professional Terms
The following terms apply to you if you use the Services as a Dental Professional.
USE OF THE SERVICES WHOLLY WITHIN YOUR DISCRETION
When you use and do not use the Services, including whether to accept any Service Request, is completely and totally within your discretion. There are no times or days when you must use the Services and you may choose not to use it all. All Service Requests are posted by Dental Offices and you have complete and total discretion regarding whether and which Service Requests, if any, you respond to.
There is no minimum number of Service Requests you must respond to or complete.
Teero Inc does not direct or control your provision of Dental Professional Services, your interaction with Dental Offices, or your use of the Services. You and Teero Inc acknowledge and agree that you may engage in other business activities, including providing Dental Professional Services or similar services using platforms or products similar to the Services and the Teero Platform provided by competitors of Teero Inc. You and Teero Inc further acknowledge and agree that, subject to the terms described in Contact Outside of the Services and Account Circumvention, you may provide services to Dental Offices without use of the Services and that any such services are outside the scope of this Agreement.
PAYMENT AND TAXES
For each Service Request you complete, Teero Inc will facilitate payment to you by the Dental Office of the applicable fee for that Service Request, less a service fee paid by you to Teero Inc for your access to and use of the Services and Teero Inc’s processing of payment. Upon registering for the Services, you will be prompted to enter bank account or other payment information, and you hereby authorize Teero Inc or its third-party payment processor to transfer money owed to you in accordance with these Terms to your bank account or other payment information on file. Teero Inc will make any payments owed to you within a commercially reasonable period of time following completion of the Service request.
NOTWITHSTANDING THE FOREGOING, TEERO INC HAS NO OBLIGATION TO COLLECT FEES NOT PAID BY DENTAL OFFICES AND DOES NOT GUARANTEE ANY PAYMENT FROM DENTAL OFFICES. IF TEERO INC IS UNABLE TO COLLECT ANY FEES THAT ARE OWED TO YOU, TEERO INC WILL INFORM YOU IN WRITING.
You are solely responsible for all taxes, estimated taxes, tax returns, and any other payment required by a federal, state, or local tax authority in connection with your use of the Services, provision of Dental Professional Services, or completion of any Service Request. You are solely responsible for compliance with all applicable tax laws and tax obligations, including those applicable to self-employed individuals.
Teero Inc will not withhold or make any tax, social security, unemployment insurance, or disability insurance payment or contribution on your behalf. Teero Inc cannot and does not offer tax advice to any user of the Services, including you.
You are solely responsible for the accuracy of your bank account or other payment information. Teero Inc hereby disclaims all liability related to errors in payments to you due to inaccurate or incomplete bank account or other payment information.
DENTAL PROFESSIONAL CANCELLATION POLICY
You acknowledge and agree that you intend to fulfill any Service Request for which you indicate interest on the Teero Platform. While you may cancel any confirmed Service Request, repeated cancellation of confirmed Service Requests within forty-eight hours of the scheduled arrival time for the Service Request is a violation of these Terms and may result in the suspension or termination of your account from the Teero Platform.
In the event a Dental Office cancels a confirmed Service Request, Teero Inc will use commercially reasonable efforts to obtain payment for the canceled Service Request from the Dental Office on your behalf. Teero Inc cannot guarantee but makes every effort to secure payment for you in such cases. You acknowledge and agree Teero Inc is not required to attempt to secure payment if the cancellation is determined to be the result of extreme conditions or force majeure event.
Teero Inc reserves the right to review, adjust or waive any and all cancellation policies at any time in Teero Inc’s sole discretion.
STATUS AS A THIRD PARTY PROVIDER
You agree that all services you undertake and provide to Dental Offices with which you connect through the Teero Inc Services are provided in your capacity as an third-party provider and independent contractor and do not create any employment or agency relationship with Teero Inc or Dental Offices. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THERE IS NO EMPLOYMENT, CONSULTING, PARTNERSHIP, AGENCY, OR JOINT VENTURE RELATIONSHIP WHATSOEVER BETWEEN YOU AND
TEERO INC. You acknowledge and agree that you are not authorized to make any representation, contract or commitment on behalf of Teero Inc.
Dental Office Terms
The following terms apply to you if you use the Services as a Dental Office.
DENTAL OFFICE CANCELLATION POLICY
You may elect to cancel a scheduled Service Request at any time prior to the Dental Professional’s arrival. You will not be charged any fee if the Service Request is canceled forty-eight (48) hours or more before the scheduled arrival time of the Dental Professional. You will be charged for 50% of the total Charge for the Service Request or the equivalent of the Dental Professional’s hourly rate times four (whichever is higher) if the Service Request is canceled less than forty-eight (48) hours before the scheduled arrival time of the Dental Professional. For purposes of clarity, this fee will apply even if the late cancellation is due to forced closure of your office due to causes beyond your reasonable control, including, and not limited to infrastructural emergencies that render the entire workplace inoperable (e.g., general building malfunctions, electrical, gas, and water damage).
Teero Inc reserves the right to review, adjust or waive any and all cancellation policies at any time in Teero Inc’s sole discretion.
You understand that use of the Services may result in charges to you for the services you receive from a Dental Professional and other fees in accordance with these Terms (“Charges”). By providing a credit card or ACH information, you authorize Teero Inc and its third-party payment processor to charge you without further notice for all Charges due to Dental Professionals or Teero Inc in accordance with these Terms and the terms of Teero Inc’s third-party payment provider. You must agree to the terms and conditions of Teero Inc’s third-party payment provider prior to using the Teero platform. Payments made by credit card may be subject to a fee of up to three percent (3%) of the total Charge. All Charges and payments will be made by Teero Inc using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid, or otherwise not able to be charged, you agree that Teero Inc may use a secondary payment method in your Account, if available.
Upon completion of a Service Request, Teero Inc will facilitate your payment of the applicable charges on behalf of the Dental Professional, as such Dental Professional’s limited payment collection agent.
Payment of such charges in such a manner shall be considered the same as payment made directly by you to the Dental Professional. Charges will be inclusive of applicable taxes where required by law.
Charges paid by you are final and non refundable, unless otherwise determined by Teero Inc.
Teero Inc reserves the right to establish or adjust Charges for any or all services or goods obtained through the use of the Services at any time. Teero Inc will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Certain users may from time to time receive promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. Promotional offers and discounts are subject to change or withdrawal at any time and without notice.
If you think a correction should be made to any Charge you incurred, you must let Teero Inc know in writing within 30 days after the Charge took place or Teero Inc will have no further responsibility and you will be deemed to have waived your right to dispute the amount charged.
REFERRAL SERVICE FEE
By using the Teero Platform, you agree to Teero Inc’s Referral Service Fee described herein.
If within twelve (12) months of a Dental Professional completing a Service Request at your facility, you then hire that Dental Professional as an employee, you authorize Teero Inc to collect a referral fee of two thousand five hundred dollars ($2,500) from your payment information on file as compensation for the benefit provided by Teero Inc to you of enabling you to identify and connect with that Dental Professional (the “Referral Service Fee”). You shall notify Teero Inc within twenty-four (24) hours of a Dental Professional accepting your offer of employment. If you have no payment information on file at the time you provide notice to Teero Inc, Teero Inc shall issue you an invoice for the referral fee payable within thirty (30) days of issuance. Each Dental Professional hired by you shall constitute a separate hiring subject to a Referral Service Fee.
All employment details are to be decided between the Dental Professional and you. Any employment agreement is solely between the Dental Professional and you. Teero Inc is not a party to such an agreement and has no control regarding or input into the details thereof. Teero Inc is not responsible for any part of the hiring process.