THIS USER AGREEMENT ("Agreement") is between Spear Education, LLC ("Spear") and the person or entity that has clicked the "AGREE" button at the end of this Agreement ("you," "your" or "yours"). This Agreement sets forth the general terms and conditions of your use of the Spear website ("Website") and the products and services ordered from Spear or accessed through the Website (individually and collectively, the "Services"), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services. By clicking the "AGREE" button you have agreed to comply with and be bound by all the terms of this Agreement.
SPEAR MAY CHANGE THIS AGREEMENT FROM TIME TO TIME, AND POST THOSE CHANGES HERE. SPEAR SHALL POST SUCH CHANGES AT LEAST THIRTY (30) DAYS BEFORE SUCH CHANGES BECOME EFFECTIVE, UNLESS SUCH CHANGES ARE IN RESPONSE TO A CHANGE IN LAW, JUDICIAL ORDER, OR AN URGENT CHANGE IN SPEAR'S BUSINESS, IN WHICH EVENT A SHORTER PERIOD MAY APPLY. YOU AGREE TO REVIEW THIS AGREEMENT FREQUENTLY TO NOTIFY YOURSELF OF SUCH CHANGES. YOU UNDERSTAND AND AGREE, HOWEVER, THAT YOU SHALL BE BOUND BY ALL SUCH CHANGES, IF ANY, REGARDLESS OF WHETHER YOU ACTUALLY RECEIVE SUCH NOTIFICATION.
SIGN UP PAGE REGISTRATION, ACCOUNTS AND PRACTICE INFORMATION.
The Website contains many features, including the capacity to allow uploading, downloading, and streaming of certain photographic and video content. In order to use such features, you must first register with Spear. You may register with Spear and create a personal account ("Account") by fully and accurately completing the sign up page, and providing to Spear such fully accurate information as Spear may reasonably require, including without limitation, your name, street address, debit or credit card number, email address, zip code and gender (collectively, "Practice Information"). You agree to keep all Practice Information updated and correct and to notify Spear immediately of any changes to your Account or Practice Information. Your Account is personal to you, and you may not share it or allow it to be used by anyone other than you. You are solely responsible to ensure that your Account is used only by you and in a manner consistent with this Agreement. You will not recklessly disclose or publish your Practice Information to those that would reasonably be expected to improperly use or disclose that Practice Information. You agree to enter accurate information to the best of your ability into your user profile and the team member portion of Spear Online (as defined below). Spear shall allow you to select an email address and password for your Account, subject to Spear's rules. You agree to keep your email address and password combination confidential, and not allow any third party to access or use your Account. You agree to indemnify and defend Spear and hold Spear harmless from and against any losses or liabilities arising from any disclosure or unauthorized use of your email address or password.
FEES, PAYMENT AND CANCELLATIONS.
2.1 GENERAL TERMS (APPLICABLE TO ALL MEMBERSHIPS)
Fees. When you register and create an Account, you will be charged the fees outlined on the sign-up page ("Fees") for joining the membership level you selected. Fees may include an initial Fee and additional periodic Fees on a monthly and/or other basis. Spear reserves the right to change or modify its Fees at any time, and such changes or modifications shall be posted on the Website and effective immediately without need for further notice to you. However, if you have purchased or ordered Services for a specified period of months or years, any subsequent changes or modifications in prices and fees for such Services shall be effective only when such existing Services period expires in accordance with this Agreement (any specific pricing adjustments (if any) to such existing orders shall be communicated to you by Spear). The amount of Fees may depend on the type of Account you create, and Spear may from time to time offer "Premium" or other types of accounts which will have higher Fees. Spear reserves the right to assess late fees and/or terminate this Agreement in the event that any amounts due to Spear are not timely paid by the applicable due date. All Fees are in U.S. Dollars (USD). Spear is not responsible for any exchange rate variances, currency fluctuations, third party charges or fees associated with payment by any currency other than U.S. Dollars.
Taxes. You are responsible for all sales, use, personal property, value-added, withholding, and similar taxes (collectively "Taxes") associated with the sale and purchase of the Services, even if such amounts are not listed on the sign-up page or an order form. Spear shall have no obligation to collect or pay Taxes. Taxes will be invoiced to you, unless you provide Spear, upon request, with the appropriate, valid tax exemption certificate. You shall indemnify, defend and hold harmless Spear from and against any and all Taxes (including any related interest and penalties).
Payment Method. You may pay for Services by providing a valid debit or credit card. Spear will not accept checks or establish any direct debit or payment from a bank account. On each applicable payment date, Spear will automatically charge all applicable Fees for your selected Services to the primary debit or credit card on file with your Account. Confirmation of that order will be sent to the email address on file for your Account. Your debit or credit card on file must be kept valid if you have any active Services in your Account. If you purchase any additional services from the Website, including, without limitation, subscriptions, downloads, or streaming video access, the amounts you will pay for such services will be deemed Fees hereunder, and will be charged for such additional Fees as set forth above. Solely with respect to workshops, you may be offered the option to pay through Affirm (or similar third-party financing provider); if you elect this option, the separate terms in Section 2.4 ("If You Pay With Affirm") shall apply to you.
Billing Date. If you are being billed on a monthly basis, your monthly payment date will be the day of the month in which you purchased the Services (for example, if you purchased the Services on January 1, your next monthly payment will be due February 1). If you are being billed on an annual basis, your payment date will be the day of the year you purchased the Services and each subsequent annual anniversary date, as applicable.
Trial Periods. Spear may from time to time offer the opportunity to create a temporary Account on a limited "trial" basis and without any applicable Fees during such trial period or offer the ability to cancel without penalty during the trial period. Any such offer and temporary Account shall be subject to the terms of this Agreement and any such other terms as Spear may require. Unless you stop or cancel your trial before the applicable trial end date, your trial will automatically convert into a paid membership at the expiration of the trial period, and you authorize Spear to automatically charge the debit or credit card on file with your Account the then-current standard price of the applicable membership. The amount charged upon such conversion will be the then-current standard price and will not reflect any trial, promotional, or discounted rate unless Spear expressly states otherwise in writing. To avoid being charged, you must stop the trial before the trial end date by cancelling through your Account settings or by emailing clear cancellation instructions to customersupport@speareducation.com before such date.
Nonpayment. If for any reason Spear is, on the applicable payment date, unable to charge your Payment Method for the full amount owed for the Services purchased or ordered by you, or if Spear receives notification of any chargeback, reversal or payment dispute, or is assessed a penalty for any fee it previously charged to your Payment Method, Spear may deem such nonpayment or penalty as a material breach of this Agreement by you. Upon such breach, Spear will immediately restrict and/or terminate your access to all Services and/or Earned CE. If any payment breach is not cured by you within 15 days after receiving notice from Spear, Spear may pursue all available lawful remedies in order to obtain payment, and may immediately, without further notice to you, purge Spear's systems of your Account and records including Earned CE.
Reinstatement. If your account has been suspended or cancelled, you must cure any default before Spear shall have any obligation to reinstate your Account and continue providing the Services.
2.2 MEMBERSHIPS (RECURRING MEMBERSHIPS)
Initial Term and non-refundable Fees. For purposes of this Agreement, the "Initial Term" is the period beginning on the Subscription Start and ending on the Subscription End, which shall be a twelve (12) month period. Any cancellation by you for any reason during the Initial Term shall be treated as a material breach of this Agreement. Upon the date of cancellation, all remaining Fees for the entirety of the Initial Term – including any portion remaining after cancellation – shall become immediately due and payable, and Spear will automatically charge the primary debit or credit card on file with your Account for all such Fees. ALL FEES ARE NON-REFUNDABLE. Exceptions to this policy may be approved by Spear in its sole and absolute discretion.
Automatic renewal. Upon completion of the Initial Term, your membership will automatically renew for successive twelve (12) month periods and continue renewing until cancelled in accordance with the terms of this Section 2.2. To stop an automatic renewal, you must provide written notice of cancellation at least 30 days before the applicable renewal date in accordance with the "How to cancel" section below. Upon renewal, Spear will charge the applicable fees to the primary debit or credit card on file with your Account at Spear's then-current rates. You acknowledge and agree that such rates may differ from those in effect during your previous service period(s).
Card updater / recurring billing. Spear may participate in "Recurring billing programs" or "Account updater services" supported by your debit or credit card provider (and ultimately dependent on your bank's participation). If Spear is unable to successfully charge your existing payment method, your debit or credit card provider (or your bank) may notify Spear of updates to your debit or credit card number and/or expiration date, or they may automatically charge your new debit or credit card on our behalf without notification to Spear. In accordance with recurring billing program requirements, in the event that Spear is notified of an update to your debit or credit card number and/or expiration date, Spear will automatically update your payment profile. Spear makes no guarantee that it will request or receive updated debit or credit card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your account settings, including but not limited to ensuring your associated payment method(s) are current and valid. Further, you acknowledge and agree that your failure to do so may result in late fees and the interruption or loss of Services, and Spear shall not be liable to you or any third party with respect to such interruption or loss of Services.
How to cancel. Please contact Customer Support to request a cancellation by calling 866.781.0072 or email customersupport@speareducation.com. You may also call the Spear Education main number to be routed to the correct department. To cancel during the Initial Term or to stop an automatic renewal, however, your request must be made in writing and received at least 30 days before the end of the Initial Term or the current renewal term; a telephone call (or any other oral communication) alone is not sufficient and must be followed by written confirmation, which will govern the effective date of cancellation.
2.3 EVENTS, SEMINARS AND WORKSHOPS (ONE-TIME REGISTRATIONS)
Payment schedule. With respect to any Spear event, seminar or workshop you register to attend, the applicable Fees shall become due and payable as follows:
(i) At the date of registration – a $500 non-refundable deposit becomes due and payable;
(ii) 120 days prior to the event, seminar or workshop start date – 50% of the Fees becomes due and payable (less the $500 non-refundable deposit); and
(iii) 60 days prior to the event, seminar or workshop start date – all remaining Fees become due and payable.
Cancellation and refunds. If you request to cancel a registration 60 days or more before the applicable event, seminar or workshop start date, you are eligible for a full refund of the associated paid Fees, except for the $500 non-refundable deposit. If you request to cancel less than 60 days before the applicable event, seminar or workshop start date, you will not be eligible for any refund of the associated paid Fees. If Spear cancels an event, seminar or workshop you registered to attend, you agree to cooperate with Spear, in good faith, to reschedule; provided that, if you and Spear are unable to mutually agree on a rescheduled event, seminar or workshop, you are eligible for a full refund of the associated paid Fees (including the $500 deposit). Any no-show to a registered event, seminar or workshop for any reason will not be granted any refund or rescheduling.
Rescheduling. In lieu of cancelling, you may reschedule a registration to a future event, seminar or workshop, provided you make the request 30 days or more prior to the start date of the original registered event, seminar or workshop. No rescheduling is allowed if the start date is less than 30 days prior to when you make the request.
| Timing of your request (relative to the start date) | Amount due by then | Cancel for a refund? | Reschedule? |
|---|---|---|---|
| At registration | $500 non-refundable deposit | Deposit is non-refundable | Deposit may carry to a rescheduled event |
| 60 or more days before the start date | 50% by 120 days out; remaining balance by 60 days out | Yes – full refund, less the $500 deposit | Yes (if requested 30+ days before) |
| 30 to 59 days before the start date | Paid in full | No refund | Yes |
| Fewer than 30 days before the start date, or no-show | Paid in full | No refund | No |
2.4 IF YOU PAY WITH AFFIRM (WORKSHOPS ONLY)
Solely with respect to any Spear workshop you register to attend, you may elect to pay the applicable Fees through Affirm, a third-party financing provider, subject to Affirm's separate terms, conditions, and credit approval. By electing to pay using Affirm, you acknowledge and agree that you have read and understand Affirm's separate terms and conditions. If Affirm does not approve your application, your Spear workshop registration will not be confirmed unless you select an alternative payment method.
If you elect to pay using Affirm, the following terms apply and shall control over any conflicting terms in this Agreement:
(i) You may not cancel your registration, and you will not be eligible for any refund of the associated Fees, regardless of when a cancellation is requested.
(ii) You may reschedule your registration in accordance with the Rescheduling provision in Section 2.3, subject to the same conditions and timeframes.
(iii) No discounts, promotional offers, coupons, credits or other price reductions may be applied to any Fees paid using Affirm.
Nothing in this Section shall be construed to limit or waive any cancellation, refund, or rescission rights that you may have under applicable federal, state or local law.
USE OF THE WEBSITE.
(a) Spear Online. The Website contains a forum in which text, photographs, online videos and other educational materials regarding dentistry are presented ("Spear Online"). Spear may terminate your Account and your access to the Website at any time and for any reason.
(b) Discussion Board and Blog. The Website contains a discussion forum (the "Discussion Board") in which you may post questions regarding dentistry, and in which you may comment upon or answer questions posted by others. The Website also contains a weblog ("Blog") which contains commentary and information from Spear, and on which you may also comment. Your questions, answers and comments with respect to the Discussion Board and the Blog are referred to collectively as "Commentary".
(c) Streaming Video. Spear may, from time to time, make available on the Website certain still photographs or videos of dental patients and procedures ("Stock Material"). Such Stock Material shall belong solely to Spear or its licensors. Provided, however, that if you have complied with this Agreement and paid any applicable Fees, you may access such Stock Material. Subject to your performance under this Agreement, including, without limitation, the timely payment of Fees, Spear hereby grants to you a revocable, non-exclusive, non-transferable license (without the right to grant sublicense) to use, copy and display Stock Material: (i) solely at your dental offices to facilitate the provision of dental services to your patients; (ii) solely in the manner provided by Spear, without any alteration and with such notices and legends as may accompany such Stock Material; and (iii) solely in an honest and fair manner in order to illustrate to, and for the benefit of, your patients' various dental and periodontal conditions, treatment options and possible outcomes. There are no implied licenses under this Agreement.
(d) Postings. Spear may from time to time allow you to use your Account to submit your own still or video photographs of your dental patients (collectively, "Postings") to the Website to be stored by Spear on its servers for access by you via your password. In such case, you agree to ensure that you have all rights necessary to submit Postings, and that neither you nor any third party has any expectation of privacy or confidentiality as to any Postings. You shall be solely responsible for your Postings and the consequences of submitting them. In connection with Postings, you represent and warrant that you have all necessary rights to allow inclusion and use of the Postings on the Website.
(e) Licenses. By submitting Commentary or Postings to Spear, you hereby grant Spear a worldwide, non-exclusive, royalty-free, paid-up, sublicensable, perpetual, irrevocable and transferable license to use, reproduce, distribute, prepare derivative works of, display and perform such Commentary and Postings in connection with the Website and Spear's (and its successors' and affiliates') businesses. You understand and agree that Spear may retain copies of Commentary and Postings that have been removed by Spear from the Website.
(f) Restrictions. In connection with Commentary and Postings and your use of the Website, you agree that you will not submit material that is illegal, inaccurate, hateful, racist, offensive, vulgar, obscene, indecent or objectionable. In connection with Commentary and Postings, you also agree that you will not submit material that is copyrighted by, protected by trade secrets of or otherwise subject to the proprietary rights (including, without limitation, privacy and publicity rights) of, any third party, unless you have permission from that third party to do so and to grant Spear all of the license rights granted herein. You agree that Spear shall be the sole arbiter of whether any Commentary and Postings are in breach of any and all of the foregoing obligations. You further understand and agree that the Website (including, without limitation, the virtual learning experiences (i.e., Digital Campus), the Discussion Board and Blog, and further including without limitation any and all Commentary and Postings) may include information that is inaccurate or incomplete. You therefore agree that you will not rely on the Website for professional advice or guidance.
(g) Removal. Spear does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Spear reserves the right to remove any and all Commentary and Postings without notice.
(h) Links. The Website may provide links to other websites or resources over which Spear does not have control ("External Websites"). Such links do not constitute an endorsement by Spear of those External Websites. You acknowledge that Spear is providing these links to you only as a convenience, and you further agree that Spear is not responsible for the content of such External Websites or any business or other dealings you may have with such External Websites or their respective owners or operators. Your use of External Websites is subject to the terms of use and privacy policies (if any) located on such External Websites and is at your own risk. Certain other websites may link to the Website. You may provide links to the Website from your own website as long as you do not use any Spear trademarks, and do not link to the Website by any means that gives visitors to your own website the impression that you are linking to pages that are within your own website, or that Spear endorses your website, sponsors your website, or is in any way affiliated with your website. You shall not attribute a link on your website to the Website and then link somewhere else. You may not "frame" any portion of the Website or present any portion of the Website as belonging to you or any third party. Spear reserves the right at any time to direct you to (and in which event you shall immediately) remove or correct any link on your website to the Website.
(i) Limitations. Any use of the Website through your Account or otherwise must conform to the following:
(i) You will not redistribute any part of the Website or any content appearing on or visible through the Website, including, without limitation, Commentary or Postings.
(ii) Except for permitted Commentary and Postings, you will not change, remove or add to any part of the Website.
(iii) You will not gain access to or view Stock Material through any technology or means other than interface pages of the Website itself.
(iv) If you use a Spear uploader program, you agree to use such uploader solely in conformance with this Agreement and solely to upload Commentary and Postings to the Website.
(v) You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "worms," "Trojan horses," or other automated programs to access the Website. You will not obtain or attempt to obtain any personally identifiable information from any other users or third parties from the Website.
(vi) You agree that Spear may add to, delete from or modify the Website at any time without notice and without permission from you or any third party.
(vii) You agree that the content on the Website and the trademarks and service marks on the Website are owned by or licensed to Spear, and that you have no license or other rights of use with respect to the same.
(viii) You may access others' Commentary and Postings on the Website solely for your own use. SPEAR DOES NOT MONITOR, VET OR EDIT, AND IS NOT RESPONSIBLE FOR, ANY COMMENTARY OR POSTINGS ON THE WEBSITE, AND YOUR USE OF, OR RELIANCE ON, ANY SUCH COMMENTARY OR POSTINGS ON THE WEBSITE IS AT YOUR SOLE RISK.
(ix) You agree not to circumvent, disable or otherwise interfere with security-related features of the Website, and you will not impersonate any third party or interfere with any third party's use of the Website.
(x) You agree to defend, indemnify and hold harmless Spear and its affiliates (and all officers, directors, employees, members, shareholders, managers, counsel, insurers, representatives, and agents thereof) from and against any and all claims, damages, threats, suits, proceedings, losses and liabilities (including attorneys' fees) arising from or related to: (i) your use of and access to the Website; (ii) your violation of this Agreement; (iii) your violation of any third party right, including, without limitation, any copyright, property or privacy right; or (iv) any claim that one of your Commentary or Postings caused damage to a third party. This defense and indemnification obligation will survive the expiration or termination of this Agreement.
(xi) You agree to not circumvent the subscription nature of the product by providing access to non-members via your account. You acknowledge that providing access to a non-member is a material breach of this Agreement and will subject you to penalties and additional fees.
DIGITAL MILLENNIUM COPYRIGHT ACT.
(a) Notices. If you are a copyright owner or an agent thereof and believe that any part of the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Spear's Copyright Agent (identified below) with the following information in writing:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work that is allegedly infringed;
(ii) 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;
(iii) 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 Spear to locate the material;
(iv) Information reasonably sufficient to permit Spear to contact you, such as an address, telephone number or email address;
(v) A statement that you have 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
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Copyright Agent. Spear's designated Copyright Agent email address is copyright@speareducation.com. Only claimed infringement notifications may be sent to the Copyright Agent.
PRIVACY.
This Agreement, as modified from time to time, describes the information Spear collects from you when you visit or use the Website; how Spear uses that information; and under what circumstances Spear discloses that information. This statement applies only to information Spear obtains from you when you are online while visiting or using the Website, it does not apply to information Spear has obtained or may obtain offline through other traditional means. By visiting or using the Website, you agree to the practices and policies set forth in this Agreement. If you do not agree to the terms of this Agreement, you may not use the Website.
(a) Information. When you use the Website, Spear receives and collects certain information. The information Spear receives and collects depends on what you do when you visit the Website. Spear obtains information from and about you in a number of different ways, including:
(i) Automatically Collected Information. Some information is gathered or received automatically when you visit the Website. This "Non-Personal Information" may include information that does not personally identify you, but is collected on an aggregate basis as you and others interact with the Website. For example, Non-Personal Information may include some or all of the following items: the name of the domain and host from which you access the Internet, including the Internet protocol (IP) address of the device you are using and/or the IP address of your Internet Service Provider; the type and version of Internet browser software you use and your operating system; the type and version of your media player(s); and the date and time you access the Website, the length of your stay, and the specific pages, images, video or forms that you access while visiting the Website. Spear uses this information to monitor the usage of the Website, assess performance, ensure technological compatibility with your device, and understand the relative importance of the information provided on the Website. Spear may also use the data to conduct statistical analyses on visitors' usage patterns and other aggregated data.
Cookies are pieces of data that are stored by a user's web browser on the hard drive of a user's computer. Cookies can "remember" what information a user accesses on one web page to simplify subsequent interactions with a website by the same user. The cookies that Spear uses do not capture your individual email address or any personally identifying information, but do permit Spear to maintain your Website log-in data. Spear may also set cookies when you register at the Website, and may do so without notice to or permission from you or any third party. Third party websites which are accessible from the Website via links, banner ads, or "click-throughs" may also use cookies, and Spear shall have no responsibility whatsoever for such cookies.
Most browsers are initially set to accept cookies, but you can change your settings to notify you when a cookie is being set or updated, or to block cookies altogether. Please consult the "Help" section of your browser for more information. Please note that by blocking any or all cookies, you may not have access to certain features, content, or personalization available through the Website.
(ii) Voice and Video Recording. Spear takes pride in providing its customers with high-quality service and strives to continuously improve its offerings. As part of Spear's commitment to quality assurance, Spear may record voice or video calls with customers for training and monitoring purposes.
By continuing to use Spear's products/services, you agree to the recording of your voice or video call with Spear. The recording will only be used for internal purposes, including training, coaching, and quality assurance, to improve Spear's service to you.
Please note that the recording of the call may be stored securely for a period of time to ensure that Spear can provide you with the best possible service. Spear takes the security and privacy of your personal information seriously and will ensure that any recordings are kept confidential and used only for the intended purposes.
In compliance with applicable laws and regulations, Spear will notify you before recording the call and obtain your consent. Spear may also inform you of your rights regarding the call recording, including the right to access, review, and request the deletion of the recording.
If you do not agree to the recording of the call, please let Spear know before the call begins, and Spear will make every effort to accommodate your request. However, please note that Spear may not be able to provide you with certain services if the call is not recorded.
(iii) Information You Submit. Some information that may be identifiable as yours is not gathered automatically at the Website. This "Personal Information" is any information you voluntarily submit that can individually identify you and includes, for example and without limitation, your name, email address, username, telephone number, postal address, company name, tracking and usage information about your location, and demographics. The following are some of the types of Personal Information that Spear gathers:
(1) Registration Information. When you register at the Website, you will be asked for certain Personal Information, such as your name, your email address, practice information (e.g., street address, debit or credit card number, email address, zip code, and gender), and other information, and will create a username and password.
(2) Email Information. Spear may contact you by email or other means at an email address that you have provided to Spear. For example, Spear may send you account information, order updates, or promotional offers, and may also send you responses to inquiries, questions, or other direct requests. If you do not want to receive emails from Spear, please let Spear know through the "unsubscribe" feature included in Spear's communications, or by contacting Spear via the Website. When you send email messages to Spear, Spear may retain the content of your email messages, together with your email address and any response to you.
(3) Telephone Number. By providing your telephone number and opting in to receive SMS communications, you consent to receive text messages from Spear regarding your account, updates, promotions, and other relevant information. Standard message and data rates may apply. You can opt out of receiving SMS messages by replying "STOP" to any text message you receive from Spear. For assistance reply HELP, or contact the Spear customer support team at 866-781-0072. Message frequency may vary. Mobile opt in, SMS opt in consent, or phone numbers for the purpose of SMS, are not shared with 3rd parties.
(4) Submissions. When you submit, upload, download, or stream any content (e.g., text, discussion board entries, blog entries, Commentary, Postings, photographic content, video content, etc.), Spear may retain such content together with your registration information.
(iv) Personal Information about Children. The Website is intended for use by healthcare professionals. Accordingly, Spear does not knowingly collect any personal information from children under the age of 13. However, Spear advises all visitors to the Website under the age of 13 not to disclose or provide any information on the Website. In the event that Spear discovers that a child under the age of 13 has provided information to Spear, in accordance with the Children's Online Privacy Protect Act (see the Federal Trade Commission's website at ftc.gov/privacy/privacyinitiatives/childrens.html for more information about this Act), Spear will delete the child's information from its files to the extent technologically possible.
(b) General Use and Disclosure of Information.
(i) Spear (and/or third party vendors acting on its behalf) will use or disclose information that it collects from you to help Spear personalize and improve your experience, including for example:
(1) To process, complete or otherwise act upon or respond to your request or reason for submitting that information.
(2) To register and/or verify you in connection with a Service or feature that you are attempting to access or obtain.
(3) To communicate with you about your request or reason for submitting that information.
(4) To provide additional information to you about our respective Services that may interest you.
(5) To personalize the content and advertising that you see on the Website.
(6) To study and analyze the use of information, Services, and features available on our Website.
(7) To assist, when necessary, in protecting Spear's rights or property, enforcing the provisions of this Agreement and/or preventing harm to you or others.
(ii) Spear does not sell your information to third parties for use outside of the Website. Except where Spear otherwise obtains your express permission, Spear shares your information with third parties under the limited circumstances stated below:
(1) Spear may make your information available to certain third party service providers, such as contractors, agents, or sponsors, who help Spear manage or provide the Services.
(2) Spear will abide by the United States of America data privacy laws. Spear may use or disclose your Personal Information if required to do so by law or in the good-faith belief that such action is necessary to (a) conform to applicable law or comply with legal process served on Spear or the Website; (b) respond to requests from public and government authorities; (c) protect and defend Spear's rights or property, the Website, or Spear's users; and (d) act under emergency circumstances to protect the personal safety of Spear, its affiliates, agents, or the users of the Website, or the public.
(3) Your information is subject to disclosure to protect Spear's rights or property, to enforce the provisions of this Agreement, and/or to prevent harm to you or others.
(4) If Spear sells all or part of its business, or makes a sale or transfer of its assets, or is otherwise involved in a merger or transfer of all or a material part of its business, or is involved in a bankruptcy, Spear may transfer your information to the party or parties involved as part of that transaction.
(5) If you communicate with Spear via email, Spear will share your correspondence, including any information provided in the email, with employees, representatives, or agents most capable of addressing your correspondence. Spear will retain your communication until it has done its very best to provide you with a complete and satisfactory response and may subsequently retain your communication for our records.
(6) If you are a California resident and have an established business relationship with us, California Civil Code Section 1798.93 permits you to request a notice disclosing the categories of personal information Spear has shared with third parties, for the third parties' direct marketing purposes, during the preceding calendar year. To request a notice, please submit your request by using the contact information provided below.
(7) Spear may securely share "encrypted"/"hashed" information collected from user activity on https://speareducation.com with third parties to perform ad measurement services.
In order to carry out certain business functions, such as e-mail delivery, marketing, referrals, or making products, features, information, or Services available through the Website, Spear may hire other companies to perform services on its behalf, or Spear may provide information to customers to facilitate referrals. Spear may disclose information that it collect about you to these companies or customers to enable them to perform these services, but they are required to safeguard the information and are not authorized to use it for any purpose inconsistent with the purposes or uses described above.
(c) Not Subject to HIPAA or Other Laws Governing Health Information. Spear is not a healthcare provider, covered entity, or business associate and is therefore not subject to compliance with the Health Insurance Portability and Accountability Act (HIPAA) or to other U.S. federal or state laws related to patient health information. The Website and Services are not represented to be HIPAA compliant, and you may not use them for such purposes. Users are solely responsible for any applicable compliance with HIPAA or other U.S. federal or state laws related to patient health information. Users are required under this Agreement to avoid providing individually identifiable health information (as defined by HIPAA) to the Website. You agree that you will not post protected health information in violation of HIPAA. You may report a suspected HIPAA violation by fax, mail, or email as set forth below.
(d) Security.
Spear is concerned about ensuring the security of your information. In connection with your use of the Website, your Personal Information is collected and stored in secured databases and servers. Spear uses industry-wide, standard, commercially reasonable efforts to protect your personal information collected through the Website from access, loss, misuse, alteration, or destruction by any unauthorized party. Due to the nature of security practices (there is no 100% secured platform available in the industry), Spear cannot guarantee the security of its databases, nor can it guarantee that information you supply in connection with use of the Website will not be intercepted while being transmitted to Spear over the Internet or wireless communication. Therefore, any information you transmit to the Website is at your own risk. Spear does not promise, and you should not expect, that your personal information or private communications will always remain private.
You have several options when deciding how you can best protect your information. One option is simply not to volunteer it. As stated above, this approach would allow you to still visit the Website – although it will prevent you, for example, from taking advantage of some of the Website's features, Services, and information. The Federal Trade Commission's website, https://www.ftc.gov, also offers useful information about how to protect information that you provide to websites or applications.
(e) Suspected Violations. If at any time you believe that Spear or any third party vendor who is providing a Service on or through the Website has not adhered to the policies and principles set forth in this Agreement, please notify Spear using the contact information provided below. Spear will make all commercially reasonable efforts to promptly address your concerns.
TERM.
This Agreement shall continue until the date that Spear is no longer providing Services to you. Spear may terminate this Agreement, at any time with or without notice and with or without cause. Termination of this Agreement shall not relieve you of your payment obligations hereunder or your liability for any breach of this Agreement. Termination, cancellation or expiration of this Agreement will not relieve either party of any obligations which by their nature are intended to survive such termination, cancellation or expiration.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL SPEAR BE LIABLE TO YOU OR ANY PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER AND WHEREVER ARISING. IN NO EVENT SHALL THE TOTAL LIABILITY OF SPEAR UNDER THIS AGREEMENT OR REGARDING THE WEBSITE EXCEED ONE THOUSAND DOLLARS ($1000.00). Some jurisdictions do not allow certain limitations of damages so the foregoing may not apply to you.
RELEASE.
If you have a dispute with one or more users of the Website, including (without limitation) with respect to any Posting, Commentary or other content posted or otherwise provided by any such user on or through the Website, you release, remise and forever discharge Spear and its affiliates (and all officers, directors, employees, members, shareholders, managers, counsel, insurers, representatives, and agents thereof) from any and all claims (monetary or otherwise), demands, lawsuits, attorneys' fees, costs, losses, liabilities and/or causes of action, whether under contract, tort, or any other theory of legal liability, and whether presently known or unknown, accrued, liquidated or contingent, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
JURISDICTION AND VENUE.
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Arizona, without regard to any applicable principles of conflicts of law that might require the application of the laws of any other jurisdiction. The state and federal courts located in Maricopa County, Arizona, shall have sole and exclusive jurisdiction over any dispute arising hereunder, and the parties hereby consent to the personal jurisdiction of such courts. ANY DISPUTE THAT MIGHT ARISE RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES. CONSEQUENTLY, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY PROCEEDING A PARTY BRINGS UNDER OR RELATING TO THIS AGREEMENT.
DISCLAIMER.
SPEAR PROVIDES THE WEBSITE AND ALL SERVICES ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY. SPEAR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, ARISING FROM COURSE OF DEAL, USAGE OR TRADE, AND INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR TITLE.
WITHOUT LIMITING THE FOREGOING, BY USING THE WEBSITE, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT (A) YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE LEVELS OF KNOWLEDGE AND TRAINING FOR THE SUCCESSFUL OPERATION OF YOUR DENTAL PRACTICE, (B) THE INFORMATION AND OTHER RESOURCES PROVIDED BY SPEAR THROUGH THE WEBSITE ARE OFFERED AS AN INTEGRAL PART, BUT NOT THE ONLY PART, OF THE KNOWLEDGE-BASED RESOURCES THAT YOU NEED TO SUCCESSFULLY OPERATE YOUR DENTAL PRACTICE, (C) INFORMATION PROVIDED THROUGH THE WEBSITE IS SUBJECT TO CHANGE FROM TIME TO TIME, INCLUDING (WITHOUT LIMITATION) TO TAKE INTO ACCOUNT NEW IDEAS OR DEVELOPMENTS IN CLINICAL CARE, AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT INFORMATION THAT YOU MAY OBTAIN THROUGH THE WEBSITE IS CURRENT, ACCURATE AND COMPLETE, AND (D) NEITHER SPEAR OR ANY OF ITS AFFILIATES, NOR ANY DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS OR INSTRUCTORS THEREOF, IS RESPONSIBLE FOR ENSURING THAT THAT THE INFORMATION AND OTHER RESOURCES PROVIDED BY SPEAR OR ITS AFFILIATES THROUGH THE WEBSITE ARE SUFFICIENT FOR YOUR PRACTICE NEEDS.
GENERAL.
Neither this Agreement, nor any rights hereunder, may be assigned by operation of law or otherwise, in whole or in part, by you without the prior, written permission of Spear. Any purported assignment without such permission shall be void. This Agreement, including corresponding access to your Practice Information, Commentary and Postings, may be assigned by Spear in whole or in part without notice. Any waiver of any rights of Spear under this Agreement must be in writing, signed by Spear, and any such waiver shall not operate as a waiver of any future breach of this Agreement. In the event any portion of this Agreement is found to be illegal or unenforceable, such portion shall be severed from this Agreement, and the remaining terms shall be separately enforced. This Agreement is the entire agreement between you and Spear with respect to this subject matter, and supersedes any and all prior or contemporaneous or additional communications, negotiations or agreements with respect thereto. You will indemnify and hold Spear and its affiliates (and all officers, directors, employees, members, shareholders, managers, counsel, insurers, representatives, and agents thereof), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or regulation, or the rights of any third party. You agree that: (i) the Website shall be deemed solely located in Arizona; and (ii) the Website is and shall be deemed a passive website that does not give rise to personal jurisdiction over Spear, either specific or general, in jurisdictions other than Arizona. YOU AND SPEAR AGREE THAT ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.