This Terms of Use Agreement (“TOUA”) contains provisions binding on DDSOM Overhead Management, LLC (“DDSOM”) and Member. By paying the Membership Fee, accessing the Website or in any other way utilizing DDSOM membership services, Member accepts and agrees to abide by the terms below, without limitation or qualification, and agrees that its assent, given electronically, will have the same legal effect as if the TOUA had been personally signed by Member.   

THIS TOUA PROVIDES THAT ALL DISPUTES BETWEEN DDSOM AND MEMBER THAT IN ANY WAY RELATE TO THIS TOUS OR A MEMBER’S MEMBERSHIP WILL BE RESOLVED BY BINDING ARBITRATION. ACCORDINGLY, MEMBER AGREES TO GIVE UP ITS RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) TO ASSERT OR DEFEND ITS RIGHTS UNDER THIS TOUA. PLEASE REVIEW THE SECTION BELOW ENTITLED DISPUTE RESOLUTON FOR DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH DDSOM. 

INTRODUCTION

The DDS Overhead Management Group Purchasing Organization (“DDSOM GPO”) is a membership group created to combine the purchasing power of its Members and use the resulting leverage to negotiate discounted pricing with manufactures, distributors and other vendors of dental supplies, equipment, materials and services. Members may (but are not required to) purchase dental supplies and services from DDSOM Vendors for their own use as part of Member’s dental practice(s) and not for resale or distribution to any other dental office, practice or third party. 

DEFINITIONS

1. DDSOM GPO: The group membership program entitling Members to purchase Products and Services from DDSOM Vendors at discounted rates. 
   
2. Member: The primary entity that establishes the DDSOM GPO membership and all affiliated entities submitted to DDSOM on the Member Affiliated Offices Form. 
   
3. DDSOM Vendor: A vendor that has entered into an agreement with DDSOM for the benefit of DDSOM and DDSOM GPO Members. DDSOM has the right to add additional vendors, cancel existing vendors, or renegotiate vendor terms at any time. 
   
4. “Products” refers to any of the goods offered by a DDSOM Vendor and/or the goods purchased by Member by virtue of its membership in the DDSOM GPO.
   
5. “Services” refers to any of the services offered by a DDSOM Vendor and/or the services purchased by Member by virtue of its membership in the DDSOM GPO.
   
6. “Website” – The website located at www.ddsom.com, including without limitation all information, program interfaces, features, functionality, code, text, images, files, video and audio content and other technology inherent in the website and the design, selection and arrangement of all of the foregoing. 
   
7. “Membership Fee” – The monthly fee payable in advance by Members for membership in the DDSOM GPO and access to the discounts offered by DDSOM Vendors.   

DESIGNATION OF DDSOM AS CONTRACTING AGENT 

Member designates DDSOM as a non-exclusive contracting agent in order to receive special pricing concessions and/or discounts on Products and Services from DDSOM Vendors and other benefits of DDSOM GPO membership. 

MEMBERSHIP

Membership Fees. Membership in DDSOM commences upon receipt of Member’s first monthly Membership Fee and renews automatically each month until cancelled by Member. Membership Fees are billed monthly in advance. DDSOM reserves the right to change the Membership Fee at any time after providing Member with at least 30-day advance notice by email or by posting on the DDSOM Website. MEMBERSHIP FEES ARE NON-REFUNDABLE. 

Credit Card Authorization. Member authorizes DDSOM to bill Member’s credit card for the first Membership Fee at the start of the membership, and then on or near the corresponding date of every month that follows while the membership remains in effect. If, for any reason, Member’s Membership Fee is not timely paid, DDSOM may suspend or terminate Member’s membership and access to the Website. DDSOM may charge a fee for reinstatement of suspended or terminated accounts. Member agrees that until its membership to the DDSOM GPO is properly cancelled, Member will continue to accrue charges for which it remains responsible, even if it does not use the membership services. All fees are stated in United States dollars. Member is responsible for all applicable sales, use, transfer or other taxes which are imposed by reason of Member’s membership and/or use of the Website.   

Member Responsible for Legal Compliance. Member is responsible for compliance with all Federal, State and local laws and regulations, including but not limited to any legal and regulatory requirements imposed on buyers of healthcare products for accurately reporting the net cost paid by Member for Products and/or Services purchased. 

Purchases Made Directly from Vendors. All Products and Services are purchased directly from DDSOM GPO Vendors. DDSOM’s role is solely that of contracting agent on behalf of Members, without liability or responsibility for the performance of Vendor obligations. DDSOM Vendors are solely responsible for sales, order processing, billing, shipping, payment, collection, delivery, installation, service, warranties, returns, refunds and all other activities attendant to the Products and Services. Member recourse is limited to recourse from DDSOM Vendors.

DDSOM Disclosure of Member Information. Member consents to DDSOM’s disclosure of Member’s name, contact data and other information reasonably required by Vendors and prospective vendors to evaluate and establish customer accounts, and to any applicable federal, state or local government regulatory agency. Member authorizes Vendors’ disclosure to DDSOM of Member’s customer status, purchasing data and other information reasonably required by DDSOM. Member also consents to DDSOM’s collection and disclosure of non-identifying aggregated statistical data, including but not limited to Website access and use of membership benefits. 

Termination by DDSOM. DDSOM reserves the right to cancel Member’s membership in the event more than forty-nine percent (49%) of Member’s equity interest (or as to the equity interest of any of Member’s affiliated locations as applicable) is transferred to an unrelated third party.

Assignment. Member may not assign its membership or any of its rights or obligations pursuant to its membership without DDSOM’s prior written consent; no assignment in violation of this provision shall vest any rights in any purported assignee. 

USE OF DDSOM WEBSITE 

Limited Use Right. Member is granted a limited, non-exclusive, non-transferable right to access the Website. Member may not i) transfer access privileges to any third-parties, or ii) download, store, reproduce, distribute, publicly display or transmit any portion of the Website. 

Intellectual Property. The Website, company, product and service names, trademarks, service marks, logos, designs and slogans i) are owned by DDSOM or its affiliates or licensors, ii) are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, and iii) may not be used by Member without prior written permission of the respective owners.

Continuous Access to Website; Interruptions. DDSOM will use commercially reasonable efforts to enable continuous access to the Website except for scheduled site modifications, maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by DDSOM. Notwithstanding the foregoing, DDSOM is not obligated to maintain the Website, or to maintain it in its present form. 

Password Security. Member agrees to treat password, usernames, and other security information as confidential and to not provide any other person with access to the Website using Member’s credentials. 

Website Links. Links on the Website may lead to sites not operated by DDSOM. No judgment or warranty is made with respect to any such sites. A link to another site is not an endorsement of that site or its content. Any use Member makes of content provided on any site linked to the Website is at the Member’s own risk. 

CANCELLATION AND TERMINATION

Member may cancel Member’s account by logging in to the Website with Member’s username and password and submitting a cancellation request, or by submitting a written cancellation request to info@ddsom.com. Cancellation will be effective at the end of the then current membership period, at which time Member’s access to the Website and discounts offered by DDSOM Vendors will be terminated. 

If the Cancellation request is received by DDSOM less than 72 hours prior to Member’s scheduled billing date, Member will be billed for one additional membership term (one month). In this case, cancellation of the account will be effective at the end of the additional month billed, at which time Member’s access to the Website and membership benefits will be terminated. 

DDSOM reserves the right, in its sole discretion, to deny, restrict, suspend, or terminate Member’s access to all or any part of the DDSOM Website at any time without prior notice, for any or no reason, without liability. In the event DDSOM terminates Member’s access, DDSOM will refund a prorated portion of the Membership Fee paid for the month in which the termination occurred.   

Neither cancellation nor termination of Member’s membership will affect the rights or liabilities of either party that accrued prior to cancellation or termination. Provisions relating to proprietary rights, payment of fees, disclaimer of warranty, indemnification, and limitation of liability shall survive any such cancellation or termination. 

LIMITATION OF DAMAGES, INDEMNITY, USE RESTRICTIONS AND LEGAL NOTICES 

NO PROFESSIONAL ADVICE. MEMBER ACKNOWLEDGES THAT DDSOM IS NOT ENGAGED IN RENDERING PROFESSIONAL ADVICE OR ADVICE ON THE PURCHASE AND/OR USE OF ANY PARTICULAR PRODUCT OR SERVICE. MEMBER IS RESPONSIBLE FOR COMPLIANCE WITH ALL LEGAL REQUIREMENTS AND FOR ALL CLINICAL DECISIONS, INCLUDING THE SELECTION AND PROPER USE OF PRODUCTS AND SERVICES. 

DISCLAIMER OF WARRANTIES. PRODUCTS AND SERVICES PURCHASED BY MEMBER WILL BE WARRANTIED SOLELY BY THE APPLICABLE VENDOR AND/OR MANUFACTURER, IF AT ALL. DDSOM EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL DDSOM, ITS OWNERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE TO MEMBER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, THOSE RESULTING FROM PERSONAL INJURY, LOSS OF USE, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF DATA OR BUISNESS INFORMATION) WHETHER OR NOT DDSOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE PURCHASE AND/OR USE OF ANY PRODUCT OR SERVICE, OR FOR ANY CLAIM BY ANY THIRD PARTY. MEMBER EXPRESSLY RELEASES DDSOM FROM ANY AND ALL LIABILITY AND CLAIMS RELATING TO THE PRODUCTS AND SERVICES, AND ANY BREACH OR ALLEGED BREACH OF WARRANTY IN CONNECTION WITH THE PRODUCTS AND SERVICES. MEMBER ACKNOWLEDGES MEMBER MUST LOOK SOLELY TO THE APPLICABLE VENDOR AND/OR PRODUCT MANUFACTURER FOR RECOURSE UNDER ANY CIRCUMSTANCES. DDSOM’S ENTIRE AGGREGATE LIABILITY TO MEMBER UNDER ANY CIRCUMSTANCES SHALL NOT EXCEED $500, REGARDLESS OF WHETHER THE CLAIM OR ACTION IS BASED ON CONTRACT, TORT, WARRANTY, INDEMNIFICATION OR OTHERWISE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION APPLIES DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. DDSOM DOES NOT EXCLUDE OR LIMIT LIABILITY FOR MATTERS FOR WHICH IT WOULD BE ILLEGAL FOR DDSOM TO EXCLUDE OR ATTEMPT TO EXCLUDE LIABILITY. 

INDEMNIFICATION. INDEMNIFICATION. MEMBER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS DDSOM, ITS OWNERS, MEMBERS, EMPLOYEES AND AGENTS FROM ALL LOSSES, DAMAGES AND COSTS, INCLUDING BUT NOT LIMITED TO, ATTORNEYS FEES AND EXPENSES, ASSERTED AGAINST OR SUSTAINED OR INCURRED BY DDSOM RELATING TO I) MEMBER’S PURCHASE AND/OR USE OF THE PRODUCTS OR SERVICES, AND II) ANY ACTION BROUGHT BY ANY PARTY IN CONNECTION WITH ANY ACT, OMISSION, OR BREACH OF ANY WARRANTY OR OBLIGATION BY MEMBER, EXCEPT FOR LOSSES INCURRED BY REASON OF DDSOM’S BREACH OF ITS CONTRACTUAL OBLIGATIONS.

DISPUTE RESOLUTION. ANY DISPUTE BETWEEN DDSOM AND MEMBER CONCERNING THIS TOUA OR MEMBER’S MEMBERSHIP SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA. THE SOLE RECOURSE FOR RESOLUTION OF ANY DISPUTE, CONTROVERSY OR CLAIM OF EITHER PARTY SHALL BE TO DEMAND ARBITRATION OF THE MATTER IN ST. PETERSBURG, FLORIDA, IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION OR ITS SUCCESSOR. THE DECISION OF THE ARBITRATOR SHALL BE CONCLUSIVE AND BINDING ON THE PARTIES IN ARBITRATION AND MAY BE ENTERED AND SHALL BE ENFORCEABLE IN A COURT OF COMPETENT JURISDICTION. THE SUBSTANTIALLY PREVAILING PARTY SHALL BE REIMBURSED ALL REASONABLE COSTS AND EXPENSES, INCLUDING ALL REASONABLE ATTORNEY’S FEES, INCURRED IN CONNECTION WITH THE APPLICATION OF THIS SECTION.  THE FEES FOR THE ARBITRATOR SHALL BE PAID EQUALLY BY BOTH PARTIES. BY AGREEING TO ARBITRATION, MEMBER IS GIVING UP THE RIGHT THAT MEMBER MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL ISSUES CONCERNING DDSOM AND ANY PRODUCTS OR SERVICES PURCHASED BY MEMBER FROM A DDSOM GPO VENDOR. 

Infringement; Legal Notices. If Member or any third party has any concern about anything posted on the Website, or believes their intellectual property rights (or any such right they are responsible for enforcing) are infringed upon by content on the Website, please provide notice to DDSOM by written correspondence. Please include in the correspondence i) the copyright work claimed to have been infringed, ii) the material that is claimed to be infringing, iii) the submitter’s contact information, and iv) a statement of authorization to act on behalf of a right that is allegedly infringed. This and other legal notices may be sent to DDSOM at info@ddsom.com (if by email), or by a commercial overnight carrier service to DDS Overhead Management, LLC, Attention: Legal Department, 11800 30th Court North, St. Petersburg, FL 33716. 

Notices. Notices to Member may be sent to the email address supplied by Member as part of its registration data, as updated from time to time, or DDSOM may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance. Such broadcasts shall constitute notice to Member to the extent permitted by applicable law. 

Revision of TOUA. DDSOM reserves the right to revise this TOUA from time to time. Changes are effective immediately upon notice of posting which DDSOM may issue by revising the “Last Updated” date at the bottom of this Agreement, or by otherwise posting the changes or updates on the Website. Use of the Website by a Member following any revision means that the Member accepts any changes or updates. 

Last updated FEBRUARY 12, 2022