Become A Participating Lab

Terms & Conditions

OPT-In Dental Advantage

Terms & Conditions of Use

OPT-In Dental Advantage is a division of OPT-In Management, LLC. This is an agreement between You and OPT-In Management, LLC, OPT-In Dental Advantage’s operating manager, as a requirement of Membership in OPT-In Dental Advantage.

OPT-In Management, LLC (OM) provides management services to users and members of OPT-In Dental Advantage (ODA). Because services will evolve over time based on user feedback and new opportunities, OM reserves the right to change these terms at any time, effective immediately upon the posting of modifications of Terms & Conditions of Use on the ODA Website. OM will attempt to communicate these changes to ODA members via email and/or the Website. It is Your obligation to ensure that You have read, understood and agreed to the most recent terms available on the Website or by email.

By registering as a member of ODA, You acknowledge that You have read and understand these Terms & Conditions of Use and have the authority to act on behalf of Yourself if you are a sole proprietor or on behalf of any corporate or partnership entity if the member operates as a corporation, limited liability company or partnership. Such non-individual entity will be deemed to have agreed to these Terms & Conditions of Use through your actions.

These Terms were last updated on July 3, 2014.

1. DEFINITIONS

• “Agreement”

means these Terms & Conditions of Use.

• “Dues”

means the fee (excluding any taxes) payable by You in accordance with the fee schedule set out on the Website (which OM may change from time to time).

• “Confidential Information”

means all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including Services but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

• “Data”

means any data inputted by You or with Your authority into the Website.

• “Intellectual Property Right”

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

• “Services”

means all activities conducted by OM on behalf of the ODA Members, which can include various forms of marketing to consumers, a directory of members accessible to consumers, dental industry marketing to dental professionals and/or companies, and various other business development related activities that may or may not benefit your business.

• “Website”

means the Internet site at the domain www.optindentaladvantage.com or any other site operated by OM or through its relationships.

• “OPT-In Management, LLC, and/or, OM”

means OPT-In Management LLC, a Pennsylvania limited liability company located in Doylestown, PA, acting on behalf of OPT-In members.

• “Member”

means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.

• “You”

means the member, and where the context permits, an Invited User. “Your” has a corresponding meaning.

2. YOUR OBLIGATIONS

o Payment Obligations

You are responsible for paying your first month’s dues upon joining, and paying each month of membership thereafter. OPT-In Management will automatically bill your credit card on the same day of the following month, and each month thereafter for the duration of your membership.

o Dues pricing:

Your Dues are based on your most recent years gross sales, or your most recent full quarter results, annualized, whichever is greater.

    OPT-In Dental Laboratory Cooperative Members are automatically members at no charge

   NADL Members

           o Labs up to $300K, $95/mo

           o Labs over $300K - $700K, $155/mo

           o Labs over $700K, $245/mo

   Non NADL Members

          o Labs up to $300K, $105/mo

          o Labs over $300K - $700K, $175/mo

          o Labs over $700K, $265/mo

 o General Obligations:

You must use this website and advertise your membership in accordance with these Terms & Conditions of Use and any notice sent by OM or condition posted on the Website. You may not use the Services and Website on behalf of non members.

o Access Conditions:

You must ensure that any OPT-In member use rname and/or password required to access the Services are kept secure and confidential. You must immediately notify OM of any unauthorized use of Your passwords or any other breach of security. OM will reset Your password. You must take all other actions that OM reasonably deems necessary to maintain or enhance the security of OM’s systems and Your access to the Services.

o Communication Conditions:

As a condition of this Agreement, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. When You make any communication on the Website, You represent that You are permitted to make such communication. OPT-In Management is under no obligation to ensure that the communications on the Website are legitimate. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, OPT-In Management does reserve the right to remove any communication at any time in its sole discretion, and, do deny use thereof.

o Indemnity:

You indemnify OM against: all claims, costs, damage and losses arising from but not limited to Your clinical performance, promises, including Your breach of any of the terms of this Agreement or any other obligation. You will reimburse OM for legal expenses it may incur due to, but not limited to, Your activities, including,  any costs related to damages of any kind, including the recovery of any unpaid Dues.

3. Code of Ethics

• The patient will always be at the center of concern

• Prescriptions will not be changed without doctor approval

• All restorations will meet manufacturer guidelines

• Materials billed will be actual materials used

• Doctor will be informed of source of origin for each restoration

• This Code of Ethics, in addition to other generally accepted professional standards, is a mandatory part of Terms & Conditions of Use

4. Criteria for Initial Membership Acceptance and Renewal

a. OPT-In Dental Advantage Supporting Laboratory listings will provide Lab name, City, and State, and, website link (if one exists) to your Lab

d. Lab must have current business license and physical address

5. Membership Termination

a. OM reserves the right to terminate membership without cause

       We will not be conducting inspections. However, a dentist might make a complaint that would lead to impactful discovery.

d. OM reserves the right to issue Warning, Conditional, or Permanent Removal from group if any terms and/or conditions are not met

       Removal will mean, removal from the Laboratory listing with or without membership termination.

5. CONFIDENTIALITY

o Confidentiality:

Each party, unless it has the prior written consent of the other or unless required to do so by law, will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. Each party’s obligations under this clause will survive termination of this Agreement. The provisions of this Section 3 shall not apply to any information which: is or becomes public knowledge other than by a breach of this clause; is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or is independently developed without access to the Confidential Information.

6. INTELLECTUAL PROPERTY

o General:

Title to, and all Intellectual Property Rights in the Service, the Website and any documentation relating to the Service remain the property of OM (or its licensors). You have no rights to such intellectual property, except in your capacity to participate in the Services as a Member pursuant to this Agreement.

7. WARRANTIES AND ACKNOWLEDGEMENTS

o Authority:

You warrant that where You have registered to use the Services on behalf of another person, You have the authority to agree to these Terms of Use on behalf of that person and agree that by registering to use the Services You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

o Acknowledgement:

You acknowledge that OM has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that: You are responsible for ensuring that You have the right to do so; You are responsible for authorizing any person who is given access to information or Data, and you agree that OM has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address. You will indemnify OM against any claims or loss relating to (i) the refusal of OM to provide any person access to Your information or Data in accordance with these Terms; or (ii) OM making available information or Data to any person with Your authorization. The provision of, access to, and use of, the Service is on an “as is” basis and at Your own risk. OM does not warrant that the use of the Services will provide benefits or gains. It is Your sole responsibility to determine that the Services meet the needs of Your business.

o No warranties:

OM makes no specific or implied warranties about the Services. Without limiting the foregoing, OM does not warrant that the Services will meet Your needs or expectations. All implied conditions or warranties are excluded to the extent permitted by law, including , without limitation, warranties of merchantability, fitness for a particular purpose, title and non-infringement.

o Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms & Conditions of Use.

o Partner guarantees:

OM will provide a list of other entities, referred to as Corporate Partners, that have expressed interest in providing benefits for OPT-In members. These entities will be entitled to a member list that will include email addresses and other contact information.  Corporate Partner originated benefits and incentives for products and, or services are not represented or managed by OM. Your decisions to use or purchase services or products offered by entities other than OM will involve a contractual relationship solely between you and the other entity. You acknowledge that any expressed or implied warranty or guarantee offered by such entity exists solely between You and the entity and that no expressed or implied warranty or guarantee has been offered or exists between You and OM with respect to said entity services and, or products.

8. LIMITATION OF LIABILITY

You agree that, to the maximum extent permitted by law, OM shall have no liability or responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the ODA Services or Website.

If You suffer loss or damage as a result of OM negligence or failure to comply with these Terms, any claim by You against OM arising from OM negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the single month prior to the date on which you notify OM in writing of Your claim. If You are not satisfied with the Services, Your sole and exclusive remedy is to resign membership in accordance with Section 7 of these Terms & Conditions of Use.

9. TERMINATION

o Prepaid Dues

OPT-In Management will not provide any refund for any remaining prepaid period.

o No-fault termination:

These Terms of Use will continue for a total of twelve monthly periods (360 days or the “Membership Term”), including modifications. At the end of each Membership Term, this Agreement will automatically continue for another Membership Term, provided that You continue to pay the prescribed Dues as due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the the current Membership Term.

o Breach:

If you breach any of the terms of this Agreement, (including, without limitation, by non-payment of Dues) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; or if you commit a breach which is not capable of being remedied (such as a breach of confidentiality; or You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, OM may take any or all of the following actions, at its sole discretion and without limitations or cause:

 Terminate this Agreement and Your use of the Services and the Website;

 Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

 Suspend or terminate access to all or any Data.

 Take either of the actions in sub-sections (a), (b) and (c) of this section 7 in respect of any or all other persons whom You have authorized to have access to Your information or Data.

o Accrued Rights:

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will remain liable for any accrued charges and amounts which become due for payment before or after termination; and immediately cease to use the Services and the Website.

o Expiration or termination:

All Sections of these Terms of Use survive the expiration or termination of these Terms of Use.

9. SERVICES

o Service availability:

OM intends that the Services should be available 24 hours a day, seven days a week. However, you acknowledge that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place, or due to conditions beyond the control of OM. If for any reason, or whenever possible, OM has to interrupt the Services for longer periods than OM would normally expect, OM will use reasonable efforts to publish in advance details of such activity on the Website, or, at its sole discretion, by email to members.

10. GENERAL

o Entire agreement:

This writing, together with the terms of any other notices or instructions given to You under this Agreement, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and OPT-In Management relating to the Services and the other matters dealt with in this Agreement.

o Waiver/Modification:

Any waiver of a breach of this Agreement by either party, will not constitute a waiver of any other breach. No waiver will be effective unless made in writing. Any modification of this Agreement must be in writing and executed by both parties.

o Delays:

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

o No Assignment:

You may not assign or transfer any rights to any other person without OPT-In Management’s prior written consent.

o Governing law and jurisdiction:

This Agreement shall be governed and interpreted by the laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of laws. You agree to submit to the jurisdiction and venue of the courts of the Commonwealth of Pennsylvania for all claims arising under this Agreement. You agree that exclusive jurisdiction and venue for all claims arising under this Agreement shall be in the Court of Common Pleas of Bucks County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania.

o Severability:

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, You agree that the invalid provision is to be replaced with a provision which, as far as possible, accomplishes the original purpose of that provision. The invalidation of any provision shall not affect the remainder of this Agreement which will continue to be binding on the parties.

o Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to OPT-In Management must be sent to [email protected] or to any other email address notified by email to You by OPT-In Management. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

o Rights of Third Parties:

A person who is not a party to these Terms has no right to benefit under or to enforce any term of this Agreement.

© 2014 OPT-In Dental Management, LLC

1-855-321-OPTN (6786) | [email protected] | 300 Green Street, Doylestown,