Terms and Conditions

Effective Date: February 1, 2015

We are pleased you have chosen to use AmericaSmiles.com, the leading on-line patient referral network. We are working hard to make our network the easiest way to search for a dentist on the web. This document contains important information you should consider before using our sites.

The following terms and conditions constitute an agreement between you and United Dental Resources Corporation (“UDRC”, “AmericaSmiles”, ‘us”, or “we”), the operator of AmericaSmiles.com, FindACosmeticDentist.com (the “Site” or “Sites”) and related websites, applications, and services applications provided by AmericaSmiles.com and in which these Terms and Conditions are posted or referenced (collectively, the “Services”). These terms and conditions (the “Terms and Conditions”), together with our Privacy Policy (which is incorporated herein by reference, and collectively, this “Agreement”) govern your use of the Services, both as a non-registered and registered user.

BY USING OR OTHERWISE ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY, AND TO RESOLVE IN THE STATE OF ILLINOIS ANY DISPUTE THAT YOU MAY HAVE WITH US OR THE SERVICES. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT USE THE SERVICES. Please note that we offer the Services “AS IS” and without warranties. If you are registering an account or using the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.

1. THE SITES
Portions of the Services are viewable without registering with us, but to actively participate or store your information, you must register and authorize the use and disclosure of your personal information for purposes of allowing us to provide the Services and as otherwise disclosed in our Privacy Policy.
You acknowledge that although some of the content, text, data, graphics, images, information, suggestions, guidance, and other material (collectively, “Information”) that is provided to you through the Services (including Information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such Information does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, diagnosis or treatment, but is provided to assist you with locating appropriate medical care from a doctor, dentist or other healthcare specialist, professional or provider (collectively, “Healthcare Provider”).
2. WE DO NOT OFFER MEDICAL ADVICE
The Information that you obtain or receive from AmericaSmiles, and its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services is for informational purposes only. If you submit a question to AmericaSmiles, answers are (a) provided by independent professionals and organizations, (b) for informational purposes only, and (c) do not establish any patient/doctor relationship.
THE INFORMATION PROVIDED ON THE SITE AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH AMERICASMILES IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTH CARE PROFESSIONAL AND 911. YOUR USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTH CARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
We do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other information that may appear through the Services. If you rely on any Information provided through the Services, you do so solely at your own risk.
3. NO DOCTOR PATIENT RELATIONSHIP
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM AMERICASMILES INCLUDING, BUT NOT LIMITED TO, THE “FIND A DOCTOR” AND/OR THE “ASK THE DENTIST” FEATURE, LINKS TO OTHER SITES OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTHCARE PROVIDER.
WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, OR OTHER INFORMATION THROUGH THE SERVICES. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL LISTED OR ACCESSIBLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH INFORMATION.
We have no control over, and cannot guarantee the availability of any Healthcare Provider at any particular time. We will not be liable for any injury resulting from services received from Healthcare Providers found through these Sites, or for any other injury resulting or arising from or related to the use of the Sites or Services whatsoever.
You are strongly advised to perform your own investigation prior to selecting a Healthcare Provider by making confirming telephone calls to the appropriate licensing or certification authorities to verify listed credentials and education, and to further verify information about a particular Healthcare Provider by confirming with the Healthcare Provider’s office, your current Healthcare Provider, the medical association relative to the Healthcare Provider’s specialty and your state medical board.
4. HEALTHCARE PROVIDERS ON OUR SITES
In connection with using the Sites and the Services to locate Healthcare Providers, you understand that:
YOU ARE ULTIMATELY RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER.
AmericaSmiles will provide you with lists and/or profile previews of Healthcare Providers who may be suitable to deliver the healthcare that you are seeking based on information that you provide to AmericaSmiles (such as proximity to your geographical location, specialty of the Healthcare Provider, or insurance information). In an effort to aid in the discovery of Healthcare Providers and enable the maximum choice and diversity of Healthcare Providers who participate in the Services, these lists and/or profile previews may also be based on other criteria (including, for example, past selections by and/or ratings of Healthcare Providers); but AmericaSmiles (a) does not recommend or endorse any Healthcare Providers, and (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare services they may provide. AmericaSmiles may exclude Healthcare Providers who, in AmericaSmiles’s discretion, have engaged in inappropriate or unprofessional conduct.
5. EDITORIAL CONTROL
We make the Services available as a service to consumers and Healthcare Providers for the purposes of providing an informative and educational resource. We may, but have no obligation to, have Information posted through the Services reviewed by our editorial personnel. It is important to note, however, that the timeliness, accuracy, and completeness of any or all of the Information is not guaranteed. Neither the authors, the editorial personnel, nor any other party who has been involved in the preparation or publication of this work can assure you that the Information contained herein is in every respect accurate or complete, and they are not responsible for any errors or omissions or for the results obtained from the use of such Information. You are encouraged to independently confirm the Information contained herein with other sources and to seek the advice of a qualified Healthcare Provider.
HEALTHCARE PROVIDER INFORMATION: Healthcare Provider and practice information found through the Services is intended for general reference purposes only. Healthcare Provider information found through the Services is both provided by the Healthcare Provider and/or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Such information often changes frequently and may become out of date, incomplete or inaccurate. Neither the Sites nor AmericaSmiles provides any advice or qualification certification about any particular Healthcare Provider. You are encouraged to independently verify any such information.
PROCEDURES/PRODUCTS/SERVICES: The procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. We make no claims as to the safety, appropriateness, or effectiveness of any such procedures, products, services or devices. Any products and/or services represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
6. REGISTRATION
As part of the registration process, you will provide an e-mail address and create a password. These are your credentials for accessing the Services that are only available to registered users (“Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You are responsible for notifying us if your password has been stolen or compromised. You must immediately notify us by sending an email to info@AmericaSmiles.com.
7. YOUR PERSONAL INFORMATION
In order to register, you must provide certain personal information about yourself. You may voluntarily submit, and hereby authorize AmericaSmiles, its employees, agents and others operating on its behalf to use and/or disclose, personal information about you, including, without limitation, your name and contact information; current medical needs; and other information that is either requested by AmericaSmiles or voluntarily provided (“Personal Information”) in order to provide the Services to you, in accordance with our Privacy Policy. Please review it carefully, as your use of the Services constitutes your agreement to the Privacy Policy.
8. YOUR RESPONSIBILITIES
8.1 Generally.
Charges for any services rendered by Healthcare Providers will be entirely your responsibility. You must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.
You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Sites and the Services for lawful, non-commercial purposes. You may not use the Sites in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Sites or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means.
Without limiting any of the foregoing, you agree that you shall not (and you agree not to allow any third party to): copy, modify, adapt, translate, or reverse engineer any portion of the Site, its content or materials and/or the Services; remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services or in or on any content or other material obtained via the Site and/or the Services;
use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services; access or retrieve any portion of the Site and/or the Services for purposes of constructing or populating a searchable database of reviews or other Information related to the healthcare industry or Healthcare Providers; reformat or frame any portion of the web pages that are part of the Site and/or the Services;
fraudulently misuse the Services, ; create user accounts by automated means or under false or fraudulent pretenses; collect or store personal data about other users in connection with the prohibited activities described in this paragraph; accumulate or index, directly or indirectly, any portion of the Site and/or Services (including, without limitation, Healthcare Provider or practice information, appointment availability, and price information) for any purpose whatsoever; or use any means, including software means, to conduct web scraping of any portion of the Site, its content or materials and/or the Services.
In addition to our rights in these Terms and Conditions, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms and Conditions.
8.2 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries.
If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, you acknowledge and agree that:
(A) You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other information for any purpose other than your own personal use as a patient or prospective patient.
(B) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
9. ADDITIONAL TERMS
9.1 Generally.
Certain of the Services may have additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement these Terms and Conditions. If you choose to register for or access any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.
Payment and Transaction Processing
You acknowledge and agree that:
(c) AmericaSmiles is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any Designated Provider Service,
(d) AmericaSmiles is not responsible for any charges submitted for processing by Healthcare Providers;
10. CHANGES TO THE SERVICES
We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included through the Services, and the use of new services will be governed by these Terms and Conditions. You agree that AmericaSmiles will not be liable to you or any third party for any suspension or discontinuation of any of the Services.
11. LINKS TO OTHER SITES
The Sites may include links to other websites, including links provided as automated search results. Some of these websites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites.
12. NO SPAM
You may not use contact information provided by our users or Healthcare Providers, or harvest such information for the purpose of sending, or to facilitate the sending of, unsolicited bulk communications, such as SPAM. You may not allow others to use your account to violate the terms of this section. We may terminate your access to the Sites immediately and take other legal action if you or anyone using your Credentials violates these provisions.
13. CONTENT YOU POST OR SUBMIT
You will have the opportunity to submit feedback regarding your experiences with Healthcare Providers who are featured through the Services, to submit inquiries concerning possible medical needs and to participate in the other interactive and community features of the Sites (collectively “Posted Information”). It is important that you act responsibly when providing Posted Information. In providing feedback, please give clear, honest information about the Healthcare Provider and your experiences, but do not use inappropriate language, make gratuitous personal criticisms or comments or provide information that others could use to determine your identity. When participating in other interactive or community aspects of the Service, please do not post any information that another user or Healthcare Provider may use to identify you as an individual, but please do include all relevant information in a concise manner to help us provide you with a helpful response.
We reserve the right to publish your Posted Information as part of the Service and to also remove your Posted Information for any reason. We are not, however, responsible for any failure or delay in posting or removing Posted Information. Keep in mind that the Posted Information of others is simply opinion and should not be relied upon. In addition:
You are solely responsible for any Posted Information that you submit, publish or display through the Services or transmit to other members and/or other users of the Site.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.
You may not provide any Posted Information that falsely expresses or implies that such content or material is sponsored or endorsed by AmericaSmiles.
You may not provide any Posted Information that is unlawful or that promotes or encourages illegal activity.
You understand and agree that AmericaSmiles may (but is not obligated to) review and delete any Posted Information that in the sole judgment of AmericaSmiles violates these Terms and Conditions or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of the Services and/or other website users.
You agree that you will only provide Posted Information that you believe to be true and you will not purposely provide false, deceptive or misleading information.
By posting Posted Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, to AmericaSmiles, its contractors, and the users of the Sites an irrevocable, perpetual, royalty-free, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Information. This license is non-exclusive, except you agree that AmericaSmiles shall have the exclusive right to practice this license to the extent of combining your Posted Information with the Posted Information of other AmericaSmiles users for purposes of constructing or populating a searchable database of reviews and information related to the healthcare industry.
14. USE OF CONTENT
All of the Information available on or through the Services and/or the Sites, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain AmericaSmiles’s proprietary information. We give you permission to use the aforementioned content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Sites or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as is expressly and unambiguously provided herein, AmericaSmiles and its suppliers do not grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by AmericaSmiles to you are retained by AmericaSmiles.
15. DISCLAIMER OF WARRANTIES
We have no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding: which users gain access to the Sites and/or the Services; what content you access via the Site and/or the Services; what effects the content on the Site and/or the Services may have on you; how you may interpret or use the content on the Sites and/or the Services; or what actions you may take as a result of having been exposed to the content on the Sites and/or the Services. You release us from all liability for you having acquired or not acquired content through the Site and/or the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. WE PROVIDE THE SITES AND THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SITES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SITE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, AMERICASMILES MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SITES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION. AMERICASMILES DOES NOT WARRANT THAT THE SITES OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.
16. GENERAL LIMITATION OF LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO REGISTER FOR THE SITE OR THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITES AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 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”.
17. TERMINATION
We may terminate and/or suspend your registration immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site or through the Services by you or by someone using your Credentials. We may also cancel or suspend your registration for any other reason, including inactivity for an extended period.. AmericaSmiles shall not be liable to you or any third party for any termination of your access to the Sites and/or the Services. Further, you agree not to attempt to use the Sites and/or the Services after any such deletion, deactivation or termination (provided, in the case of deactivation due exclusively to your inactivity, you may re-register). Sections 2, 3, 4, 12, 14, 15, 16, 17, 18, 19.1 and 19.2 through 19.6 shall survive any termination or expiration of these Terms and Conditions.
18. INDEMNIFICATION
Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, suppliers, successors, and assigns from all liabilities, claims, demands and expenses, including attorney’s fees, made by any third party that arise from or are related to (a) your access to the Sites, (b) your use of the Services, or (c) the violation of this Agreement), or of any intellectual property or other right of any person or entity, by you or any third party using your Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.
19. MISCELLANEOUS
19.1. Electronic Contracting and Notices
Your affirmative act of using this Sites and/or registering for the Sites or the Services constitutes your electronic signature to this Agreement, which includes our Privacy Policy, and your consent to enter into agreements with us electronically.
19.2. Changes to These Terms and Conditions
We may change these Terms and Conditions and the other documents consisting of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Sites. Your continued use of the Sites and/or the Services following such posting shall constitute your affirmative acknowledgement of the Terms and Conditions or other applicable Agreement document, the modification, and agreement to abide and be bound by the Terms and Conditions or other applicable Agreement document, as amended. We encourage you to periodically review these Terms and Conditions. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT THESE TERMS AND CONDITIONS OF USE, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE SITES AND THE SERVICES.
19.3. Entire Agreement
This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, including the Privacy Policy, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of AmericaSmiles to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
19.4. Choice of Law and Dispute Resolution
This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Illinois as applied to contracts made and to be performed entirely within Illinois, without giving effect to the state’s conflicts of law statute. Any controversy, dispute or claim arising out of or related to this Agreement or your use of the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State of Illinois, pursuant to the rules of the American Arbitration Association. In addition, you waive any rights to bring, and agree not to participate in, any class action, consolidated, multi-district or collective action, or private attorney general action. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.
19.5. Assignment
We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. We will use reasonable efforts to notify you regarding any change of ownership. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.
19.6. Eligibility
You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register with us or use the Sites and the Services. If you are between the ages of 13 and 18 or the applicable legal age in your jurisdiction, you can use the Sites or Services only under the supervision of your parent or guardian who has agreed to the Terms and Conditions. If you are under the age of 13, you may not use the Sites or Services. If you are the parent or legal guardian of a child under the age of 18, you may use the Sites or Services on behalf of such minor child. By using the Sites or Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child and that all references in these Terms and Conditions to “you” shall refer to such child or such other individual for whom you have authorization to enter into these Terms and Conditions on their behalf, and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual. If you do not qualify under these terms, do not use the Sites or Services. By using the Sites and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms and Conditions and to abide by all of the terms and conditions set forth herein. The Sites are administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the users own risk and users are responsible for compliance with any local laws applicable to their use of the Services or the Sites.