TERMS & CONDITIONS
February 21, 2013
Please read the following general website Terms and Conditions ("T&Cs" or “Agreement”) carefully before accessing the www.smileworkers.com website (the “Site”), registering with or opening an account on the Site ("Account"), advertising jobs or availability on the Site or using the various Services we provide, as defined below, so that you are aware of your legal rights and obligations with respect to the Site or Subridentes, Inc and any of its affiliates, parents and subsidiaries (individually and collectively, "we," "us," "our" or "SMW").
1. Description of the Site: The Site provides dental professionals, including but not limited to dentists, dental hygienists, dental assistants, dental receptionists and dental office managers (“Professionals”) and dental practices (“Practices”) with a platform in which to advertise, search and discover available temporary and/or permanent work assignments within the dental industry. All activities and capabilities offered by or through the Site shall individually and collectively be referred to as “Services”. Professionals and Practices (together “Users”) of the Site may, where and if available, submit any photograph(s), video(s), image(s), text, rating, information or other content to the Site (“Submission(s)”).
We reserve the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. We may also impose limits on certain Services or features and/or restrict your access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone.
3. ProfessionalRegistration: In order to have access to certain features of the Site, Professionals are required to create an Account. . Registration of an Account is always free of charge. You may never use someone else’s Account. When creating an Account on the Site, you agree to provide accurate, current and complete information about yourself ("Registration Data") as prompted by our registration form. Registration Data may include, but is not limited to, your name, birth date, licensing information, professional skills and capabilities, availability, address, e-mail address, user name and password. You represent that we may rely on your Registration Data as accurate, current and complete. We reserve the right, at our sole and absolute discretion, to terminate your Account for inaccurate, untrue, deceptive or incomplete Registration Data.
a) Professional Responsibility: as a Professional you are subject to ethical and professional standards, rules and regulations as set by your dental board and state of licensure. It is your responsibility to verify that any and all Services you subscribe to or actions you engage in or through the Site are in full compliance with applicable standards, laws, rules and regulations. SMW assumes no responsibility and shall have no liability whatsoever for your use of, or inability to use, the Site or Services.
4. Practice Registration: In order to have access to certain features of the Site, Practices are required to create an Account. Registration of an Account is always free of charge. You may never use someone else’s Account. When creating an Account on the Site, you agree to provide accurate, current and complete information about yourself ("Registration Data") as prompted by our registration form. Registration Data may include the Practice’s name, address, e-mail address, user name and password. You represent that we may rely on your Registration Data as accurate, current and complete. We reserve the right, at our sole and absolute discretion, to terminate your Account for inaccurate, untrue, deceptive or incomplete Registration Data.
5. Username and Password: As part of the registration process, Users will be asked to select a username and password. We may refuse to grant to you any username, which at our sole and absolute discretion, is deemed to be invalid. Invalid usernames include, but are not limited to, usernames that are fashioned to impersonate another person or organization, are protected by trademark law or other proprietary rights, are vulgar or otherwise offensive or those that may cause confusion. These are only some examples of invalid usernames and we reserve the right, at our sole discretion, to deem any username invalid at any time both during and after registration.
a. Users are solely responsible for maintaining the confidentiality of their usernames, passwords and any and all communications and other activities that are conducted through their Accounts. Users agree not to transfer, sell or resell their usernames and passwords, or otherwise provide access to the Site, through the use of their usernames and passwords, to any third party.
b. If you have reason to believe that your Account is no longer secure, you must promptly change your password by updating your Account information and immediately notify us by e-mail at email@example.com.
6. General Payment Terms. The Site utilizes the services of a third party credit card processing company. When required as part of a paid Service, you, the Practice, agree that the credit card information or other payment information you provide is valid, unexpired and corresponds to an account that you are authorized to use. We reserve the right to request further information from you to assure security of our Services and in line with our credit card processors’ demands. No refunds or credits shall be issued by SMW for any reason.
a. Subject to the section above, you may terminate your Account at any time. Such notice will not affect charges submitted before SMW could reasonably take action in response to your notice.
b. Your non-termination or continued use of the Services reaffirms that SMW is authorized to charge your credit card for any agreed upon Service. SMW may submit those charges for payment and you will be responsible for such charges.
7. Services offered: The Site offers Practices the opportunity to publish the availability of various jobs and employment opportunities (“Offers”) to registered Professionals on the Site. The publication or advertising of available Offers by Practices is free of charge.
a. Professionals are able to search and discover Offers posted by Practices. Professionals are also permitted to bid (“Bid”) on posted Offers based on the advertised rates and information as well as the Professional’s preferred rate. All actions taken by Professionals in searching and Bidding on Offers is free of charge.
b. When a Professional Bids on a Practice’s posted Offer, the Practice shall receive a notification. The notification shall provide basic information about the Bidding Professional but shall not provide any identifying information. A Practice that wishes to review a Bid or the profile of the Professional shall be asked to pay a fee (“Fee”). A Fee shall provide the Practice with information about and access to a particular Bid made. Review of additional Bids shall require payment of addition Fees by the Practice. The Site’s Fees are explained to the Practice during the Bid review process and are subject to change from time to time at SMW’s absolute and sole discretion. Please note that any Fees that are disclosed to you, the Practice, in the Bid order process are deemed part of this Agreement. You, the Practice, agree to pay SMW for all Fees charged to your Account, as per this Agreement. All charges will appear on your credit card bill.
c. The submission of a Bid by a Professional and the acceptance of a Bid by a Practice represent a commitment by the parties to engage in and perform the services as described in the Offer. The Site is a platform that enables such commitments. At no time shall the Site be considered an employment agency, Practice or employer.
8. Rules Governing Offers and Bids: As part of this Agreement, you acknowledge and agree to all of the following rules with respect to any and all Offers and Bids made on the Site:
a. SMW shall hold no responsibility and shall be fully indemnified by both the Professional and the Practice for any and all claims or issues arising from the submission of a Bid by a Professional or the acceptance of a Bid by a Practice.
b. SMW shall hold no responsibility and shall be fully indemnified by both the Professional and the Practice for any and all reviews or opinions, both positive and negatives made by Users on the Site.
c. SMW shall hold no responsibility and shall be fully indemnified by both the Professional and the Practice for any and all communications, digital or otherwise, between the parties.
d. All communications and/or representations made by either the Professional or the Practice in connection with any Offer or Bid on the Site will be accurate and contain all disclosures and disclaimers necessary to prevent such information from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with any applicable laws and regulations.
e. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits required of any professional in your industry and associated with any dental practice or business operations.
9. Rules Governing Behavior on the Site: You agree and acknowledge that SMW, at its sole discretion, may suspend your Account if SMW suspects, or has reason to believe, or if a person otherwise claims that you have been involved with any of the following:
a. Illegal activity, including but not limited to, unlicensed practice, fraud, spam or other illicit commercial activities or any other activity which violates any professional, federal, state, local or foreign law whether currently in effect or hereafter enacted or amended;
b. Violation or infringement of any person's rights, including without limitation, any privacy rights;
c. Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law; or
d. A breach of any term of this Agreement or otherwise violating SMW’s rules or policies or interfering with SMW's business.
Misconduct: Following the suspension of an Account, SMW may review your Account in any manner decided by SMW at its sole discretion. SMW may also pursue other remedies as allowed by law.
10. License Granted to Users: As a User of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site (and its associated content) and Services in accordance with this Agreement. We retain the right to terminate this license, without notice, at our sole and absolute discretion, at any time for any reason whatsoever. We also reserve any rights not explicitly granted in these T&Cs.
11. Term/Termination: We may decide at any time at our sole and absolute discretion whether to remove and/or terminate a User’s access to the Site or our Services, for any reason, including but not limited to violations of these T&Cs. We may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending notice to you at the e-mail address that you provided during or subsequent to registration. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification as provided herein shall survive any termination or the cancellation of Account. Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these T&Cs for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request.
12. Use of Content on Site: Any information listed, uploaded, posted or made available by either Practices or Professionals are those of the respective parties and not of SMW. Such Users are solely responsible for the accuracy, completeness or usefulness of such content. SMW does not guarantee the accuracy, completeness or usefulness of any information made available by Practices or Professionals on the Site and neither adopts, endorses, nor is responsible for the accuracy, completeness or reliability of any statement made on the Site. The Users understand and agree that SMW will not be responsible for, and Users hereby agree to hold SMW harmless from, any and all loss or damage resulting from anyone's reliance on information or other content posted on the Site by Practices or Professionals. You may access such information solely as intended through the normal functionality of the Site.
a. Proprietary Rights to Site Content: The content on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (the “Content”) and the trademarks, service marks and logos contained therein (the “Marks”), are owned by or licensed to us or the Users, subject to copyright and other intellectual property rights. The copying, redistribution or publication by you of any part of the Site and Services is strictly prohibited. You do not acquire ownership rights to any Content, Marks, Services or other materials viewed at, on or through the Site and Services. The posting of information or material at or on the Site by us or any User does not constitute a waiver of any right in such information and materials.
13. Rules Governing Submissions and online Conduct. This section governs the Submission by any User, whether a Practice or a Professional, of any photograph, audio, music, video, image, text, rating, comment or other content to the Site. As Users of the Site you may make Submissions. SMW does not condone or tolerate the Submission of false, misleading, illegal or inappropriate content. By posting your Submissions, or attempting to post your Submissions, you hereby agree, and are fully subject, to these content terms ("Content Terms"). These Content Terms govern each and every Submission that you post to the Site. In consideration for posting your Submissions to the Site, you represent, warrant and agree that:
b. The Submissions do not contain obscene material, as defined under Federal Law, including, without limitation, violence, other illegal activities or contraband;
c. You have full rights to use and dispose of any rights associated with the Submissions;
d. No other party has any rights, including intellectual property rights, to the Submissions;
f. SMW may, at its sole and absolute discretion, choose to screen Submissions and reject any Submissions for any reason, or no reason, whatsoever; and
g. You are subject to any other guidelines and/or rules and regulations that may appear at the Site.
h. You agree not to:
i. post, or attempt to post, any text, audio, music, photographs, videos or other images containing offensive or confidential information;
ii. impersonate any person or entity;
iii. "stalk" or otherwise harass any person via the Site;
iv. engage in advertising to, or solicitation of, other Users to buy or sell any products or services through third party websites;
v. transmit any chain letters, spam or junk e-mail to other Users;
vi. express or imply, without our specific, prior, written consent that any statements you make are endorsed by SMW;
vii. "harvest" or collect personal information about other Users, whether or not for commercial purposes, without their express consent;
viii. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
ix. post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of SMW or the owner of such proprietary rights;
x. access Submissions or the Site through any technology or means other than through the means provided on the Site or other explicitly authorized means SMW may designate;
xi. remove any copyright, trademark or other proprietary rights notices contained on the Site;
xii. interfere with or disrupt the Site, servers or networks connected to the Site;
xiii. post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
xiv. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Site;
xv. "frame" or "mirror" any part of the Site, without our specific, prior written authorization;
xvi. use metatags, code or other devices containing any reference to SMW or the Site in order to direct any person to any other website for any purpose; and/or modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or any software used on or for the Site or cause others to do so; or
xvii. use the Site, including any tools or technologies made available therein, for any commercial purpose not otherwise permitted or intended herein, without the prior written consent of SMW.
14. Digital Millennium Copyright Act
a. If you are a copyright owner or an agent thereof and believe that any Submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (defined below) with the following information in writing (see 17 U.S.C. 512(c)(3) for more detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
SMW’s designated Copyright Agent to receive notifications of claimed infringement is:
Copyright Agent c/o
101 Convention Center Drive, STE 700
Las Vegas NV 89109-2007
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
b. Counter-Notice. If you believe that your Submissions that were removed (or to which access has been disabled) were not infringing or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to post and use the content in your Submissions, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;
Your name, address, telephone number, and e-mail address;
a statement that you consent to the jurisdiction of the federal court in Clark County, Nevada; and
a statement that you will accept service of process from the person who provided notification of the alleged infringement.
16. Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a "Covered Party"), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of these T&Cs or any policies, rules or guidelines referenced herein.
17. Warranties: You expressly agree that access and use of the Site and Services is at your sole risk. The Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any express or implied warranty of any kind, including, but not limited, non-infringement of intellectual property. The Site and Services may contain bugs, errors, problems or other limitations.
a. SMW is not a dental practice, employment agency, employer or referral agency. The Services and information provided as part of the Site are not intended as offers of employment, but merely provides a platform that enables Practices and Professionals to communicate employment and job offers, bids and acceptances. Your access to and use of this Site is at your own risk and subject to additional terms and conditions as provided herein with.
b. Information Submitted by Users will not be construed to create a duty of care in SMW or a warranty of any kind. You understand and agree that SMW takes no responsibility and cannot be held liable for the information Submitted to the Site or other websites linked to or through the Site. You agree to hold SMW harmless for any and all inaccuracies, omissions, errors, loss of data, corruption of data, failure of hardware, failure of the Site, or misuse of the Site.
c. SMW and the Covered Parties have no liability whatsoever for your use of, or inability to use, the Site or Services to the fullest extent permitted by applicable law. SMW and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages.
d. The negation of damages set forth above is a fundamental element of the basis of the bargain between SMW and you. The Site and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site and/or Services shall create any warranty, representation or guarantee not expressly stated in this Agreement.
e. You agree that SMW is not the publisher of Submissions found on the Site and, as such, shall not be liable for damages arising there from including, without limitation, any and all criminal or civil liability.
18. Third-party Websites: The Site may contain links to other websites owned and operated by SMW, as well as links, banner advertisements, pop-ups or other online methods to redirect you to other third party websites not owned or controlled by SMW. SMW has no control over and assumes no responsibility or liability for the content, privacy policies or practices of any third party site. By using the Site, you expressly relieve SMW from any and all liability arising from your use of any third party website. Furthermore, SMW does not endorse and is not responsible or liable for any content, advertising, services, products or other materials at or available through such third party websites or resources, or for any damages or losses arising there from. Accordingly, you are encouraged to be aware when you leave the Site and to read the terms and conditions and privacy policies of each other website that you visit. You will be bound by the terms and conditions, privacy policies, and rules and regulations of any SMW or third party website you access through the Site.
19. Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, or any other provisions in this Agreement. You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.
20. Dispute Resolution: If a dispute arises between you and SMW, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and SMW agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a "Claim") in accordance with the subsections below or as we and you otherwise agree in writing. We strongly encourage you to first contact us directly to seek a resolution by sending an e-mail to firstname.lastname@example.org. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
21. Choice of Law and Forum- This Agreement shall be treated as though it were executed and performed in Clark County, Nevada and shall be governed in all respects by the laws of the State of Nevada without regard to conflict of law provisions. You agree that any Claim or dispute you may have against SMW must be resolved by a court located in Clark County, Nevada, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Clark County, Nevada for the purpose of litigating all such Claims or disputes.
22. Contact Us:
101 Convention Center Drive, STE 700
Las Vegas, NV 89109-2007