DRAGONTOOTH TERMS AND CONDITIONS OF USE
Last Updated: August 6, 2019
For the purposes of these Terms and Conditions of Use (“Terms”), “you” or “your” refers to you, the user (“User(s)”). These terms apply to all Users, whether Clinic or Professional Users, as defined below.
DragonTooth is a digital platform upon which professionals working in the dentistry field can connect with dental practices who are in need of professionals to work on temporary, part-time, or full-time bases. There Terms outline the scope of the legal relationship between the Company and you, the user of the Services. Please review these Terms carefully and let us know if you have any questions or concerns.
1. Acceptance of These Terms and Summary of Key Points
If you access or use the Services, it means you agree to be bound by all of the terms below. Please read all of the terms. If you do not agree to all of the terms below, please do not use the Services.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY PROVIDES THE SERVICES SOLELY AS A PLATFORM FOR CONNECTING USERS AND FACILITATING COMMUNICATION AND PAYMENT BETWEEN USERS. IN NO WAY IS THE COMPANY AND YOU, THE USER, ENGAGED IN AN EMPLOYER AND EMPLOYEE RELATIONSHIP OR AN EMPLOYMENT RECRUITMENT AGENCY RELATIONSHIP, AS THE CASE MAY BE.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALIFICATIONS OR SUITABILITY OF THE INDIVIDUAL DENTAL PROFESSIONALS WHO USE THE SERVICE (“PROFESSIONAL USERS”). CLINIC USERS, AS DEFINED BELOW, MUST DO THEIR OWN DUE DILIGENCE WITH RESPECT TO PROFESSIONAL USERS WHO THEY HIRE OR RETAIN THROUGH THE SERVICE.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE LEGAL COMPLIANCE, CONDITIONS, OR QUALITY OF THE DENTAL PRACTICES (“CLINIC USERS”) THAT HIRE INDIVIDUAL USERS THROUGH THE SERVICES. PROFESSIONAL USERS MUST DO THEIR OWN DUE DILIGENCE WITH RESPECT TO THE CLINIC USERS FOR WHOM THEY MAY WORK.
BOTH CLINIC USERS AND PROFESSIONAL USERS HEREBY AGREE THAT THEY ARE USING THE SERVICE AND APPLICATION AT THEIR OWN RISK AND HEREBY ACKNOWLEDGE THAT THEY UNDERSTAND THAT DRAGONTOOTH IS NOT VALIDATING, VOUCHING FOR, ENDORSING, OR ENSURING LEGAL COMPLIANCE OR QUALIFICATIONS OF ANY USERS. ANY USER DETAILS, INCLUDING BUT NOT LIMITED TO QUALIFICATIONS, EMPLOYMENT HISTORIES, OR COMPLIANCE RECORDS, MUST BE VALIDATED AND CONSIDERED BY THE USERS THEMSELVES.
2. Changes to These Terms
Other then when required by law, the Company may revise these Terms at any time without notice by updating this posting. By use of the Services, you agree to be bound by any such revisions and should therefore periodically review these Terms to determine the current Terms to which you are bound.
Subject to your compliance with the Terms, we grant you a limited, revocable, nonexclusive, non-assignable, and non-sublicensable license to (a) access the DragonTooth website and the Application on your personal device(s) solely in connection with use of the Services, and (b) access and use any content, information and related materials that may be available through the Services. You agree that you will not license, distribute, and make derivative works, display, sell, or “reframe” any part of the Application or Services. The Services and the rights herein are, and shall remain the property of the Company. Use of the Services does not convey or grant you any ownership rights other than the limited license granted above.
All copyright, trademarks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the Services and the Application belong to the Company, its partners, or applicable third parties.
4. Use of the Services
You are required to register for and maintain an active user services account (“Account”) prior to using the Services. You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, to create an Account. If you are creating an account on behalf of a Clinic User, you must be authorized to do so on behalf of the Clinical Practice for which you work. You may be required to submit certain Personal Data (as defined in Section 9), and when applicable, an acceptable valid payment method or account information for direct deposit. You agree to maintain an accurate, complete and up to date Account. Failure to maintain an accurate, complete, and up to date Account may result in an inability to access or use the Services. You may not provide false information or create an account for anyone other than yourself or your clinic or business.
You agree to maintain the security and secrecy of your Account username and password at all times. You are responsible for all use and activity on your Account. You may not authorize third parties to use your Account. You agree to comply with all applicable laws when using the Services and you may only use the Services for lawful purposes.
5. Application Use
The Company provides the Application to access the Services via personal and mobile electronic devices. The Company does not guarantee that the Application or Services, or any portion thereof, will function on any particular hardware or devices or will be available at all times.
We hereby grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Application for one Account on any computer or mobile device owned or leased, solely by you, for your use. For greater clarity, “mobile device” includes a smartphone, a smartwatch, and a tablet device.
You acknowledge that the Company may from time to time issue upgraded versions of the Application. If accessed via the web, the Application will be automatically updated. If enabled on your mobile devices, the Application may be upgraded automatically, if enabled. If automatic upgrades are disabled, you agree and acknowledge that you will upgrade to the newest version as soon as reasonably possible to enable the proper functioning and security of the Application and Services. You acknowledge that the Company shall not be held liable for any losses or damages that may result from your failure to upgrade the Application to the latest version in a timely manner or for any losses or damages that may result from any upgrade. You agree that these Terms will apply to all such upgrades and future upgradeable versions.
You are responsible for obtaining and maintaining the data network access necessary to use the Services. Your cable or fibre land-line, or mobile network, data and messaging rates and fees may apply if you access or use the Services. By creating an Account, you agree to permit the receiving of information via text messages (SMS) or other instant communication protocols, such as email communication, as part of the normal operation and use of the Services. You acknowledge and agree that you are fully responsible for the payment of any charges or fees imposed by your wireless carrier for such communications and for your use of the Application and Services.
6. Hyperlinks, User Generated Content and Third-Party Content
The Company makes no claim or representation, and accepts no responsibility for, third party websites accessible by hyperlink from the Services or websites linking to the Services. When you leave the Services, you should be aware that these Terms and our policies no longer govern.
If there is any content on the Services created by you or other third parties or users, we do not review, verify, or authenticate it.
ANY CONTENT ON THE SERVICES CREATED BY USERS MAY INCLUDE INACCURACIES OR FALSE INFORMATION. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR GUARANTEES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY USER-GENERATED OR THIRD-PARTY CONTENT CONTAINED IN THE SERVICES.
FOR GREATER CLARITY, USERS MUST CONDUCT THEIR OWN DUE DILIGENCE WITH RESPECT TO ANY LICENSING, COMPLIANCE, OR EMPLOYMENT HISTORY DETAILS OF OTHER USERS AND MUST DO THEIR OWN DUE DILIGENCE WITH RESPECT TO THE QUALITY OR SUITABILITY OF PROFESSIONAL USERS OR CLINIC USERS, AS THE CASE MAY BE.
You acknowledge sole responsibility for, and assume all risk arising from your use of or reliance on any such content.
7. No Representations or Warranties
The Company makes no representations or warranties that the Services, including the application, are free of defects, viruses, or other harmful components. The Company shall not be responsible for any damages or loss that may result from the hacking or infiltration of the Services. You have the sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Services. You agree to hold the Company harmless from, and you covenant not to sue the Company for, any claims based on the use of the Services, including claims for lost data, work delays, or lost profits resulting from use of the services provided. The Company disclaims all representations and warranties of any kind, express or implied, or statutory, not expressly set out in these terms, including without limitation implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, the Company makes no representation, warranties, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services, or that the Services will be uninterrupted or error-free. The Company does not guarantee the quality, suitability, or safety of the information provided to you. You agree to assume the risk arising out of your use of the Services. This risk remains solely with you, to the maximum extent permitted under applicable law.
8. Limitation of Liability and Resolution of Issues Between Users
UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, OR ANY OTHER DAMAGE WHATSOEVER IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES; THE COMPANY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES. THE COMPANY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE COMPANY’S REASONABLE CONTROL.
IT IS IMPORTANT THAT YOU, THE USER, UNDERSTAND THAT THE COMPANY IS NOT AN EMPLOYER OR AN EMPLOYMENT RECRUITMENT AGENCY. THE COMPANY PROVIDES THE APPLICATION AND SERVICES SOLEY TO BE USED AS A PLATFORM FOR THIRD-PARTY USERS TO ARRANGE FOR TEMPORARY, AND IN SOME CASES LONG-TERM, EMPLOYMENT SERVICES BETWEEN THEMSELVES. THIS ARRANGEMENT AND RELATIONSHIP IS DIRECT BETWEEN USERS – AND THE COMPANY PLAYS NO ROLE IN AUTHENTICATING USERS, DIRECTING COMMUNICATION, OR DICTATING HIRING AND EMPLOYMENT TERMS. AS SUCH, YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY EMPLOYMENT LAW COMPLIANCE ISSUES OR OTHER POTENTIAL DAMAGES ARISING OUT OF APPLICABLE LAWS FOR EMPLOYER AND EMPLOYEE RELATIONSHIPS. WHETHER A PROFESSIONAL USER OR CLINIC USER, YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AND APPLICATION AT YOUR OWN RISK.
IF THERE IS ANY DISPUTE BETWEEN CLINIC AND PROFESSIONAL USERS WITH RESPECT TO THEIR RELATIONSHIP, THE PARTIES HEREBY ACKNOWLEDGE THAT THEY SHALL RESOLVE SAID DISPUTES DIRECTLY WITH EACH OTHER, AND THE COMPANY AND SERVICES SHALL ONLY BE INVOLVED TO FACILITIATE COMMUNICATION WITHIN THE SERVICES, IF NECESSARY.
FOR PROFESSIONAL USERS: DRAGONTOOTH PROVIDES A PAYMENT METHOD AS PART OF THE SERVICES WHEREBY CLINIC USERS PAY FOR THE SERVICES OF PROFESSIONAL USERS AT THE END OF THEIR ENGAGEMENT. DRAGONTOOTH APPLIES ITS CHARGES, AS DEFINED LATER IN THESE TERMS, TO THESE PAYMENTS. DRAGONTOOTH SHALL NOT BE HELD LIABLE BY PROFESSIONAL USERS IN THE EVENT OF INCORRECT PAYMENT OR NON-PAYMENT, AND YOU, AS A PROFESSIONAL USER, HEREBY ACKNOWLEDGE AND AGREE THAT YOUR ONLY RECOURSE IN THE EVENT OF INCORRECT PAYMENT OR NON-PAYMENT SHALL BE AGAINST THE CLINIC USER FOR WHICH YOU PROVIDED SERVICES.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF, OR RELATING TO, ANY OF THE FOLLOWING, REGARDLESS OF WHETHER FOUND IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE: (a) PHYSICAL OR EMOTIONAL PAIN, SUFFERING OR DAMAGE, OR LOSS DUE TO THE USE OR MISUSE OF THE SERVICES, AND (b) MONETARY, GENERAL, OR ANY OTHER CLAIM RELATING TO USE OR MISUSE OF THE SERVICES.
YOU AGREE THAT ANY INSURANCE UNDER WHICH YOU ARE INSURED, WHICH MAY BE AVAILABLE TO ADDRESS ANY DAMAGES ARISING OUT OF OR RELATING TO USE OF THE SERVICES, SHALL BE THE PRIMARY SOURCE OF INSURANCE TO ADDRESS ANY SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT ANY INSURANCE UNDER WHICH WE ARE INSURED SHALL NOT BE THE PRIMARY SOURCE OF INSURANCE TO ADDRESS ANY DAMAGE, AND MAY ONLY BE ACCESSED AT OUR SOLE DISCRETION, OR NOT AT ALL.
IN THE EVENT THAT THE COMPANY SHALL BE FOUND LIABLE FOR ANY DAMAGES NOTWITHSTANDING THE LIMITATIONS CONTAINED HEREIN, THE MAXIMUM EXTENT OF THE COMPANY’S LIABILITY SHALL BE LIMITED TO 10% OF THE AMOUNT OF PAYMENT RECEIVED OR PAID BY THE USER (TO WHOM DAMAGES ARE PAYABLE) THROUGH THE SERVICES, OR $100, WHICHEVER IS LOWER.
You will indemnify and hold harmless the Company and its subsidiaries, affiliates, licensors, service providers, employees, agents, officers and directors, from and against any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Services or the services obtained through your use of the Services; (b) your breach or violation of any of the Terms, representations, warranties, or agreements referenced in the Terms, or any applicable law of regulation; (c) the Company’s use of your information provided by you in your Account; (d) your violation of the rights of any third party, including any intellectual property right of publicity, confidentiality, or other property or privacy right; (e) any dispute or issue between you and any third party, or (f) your mistakes, errors, or acts of negligence carried out in the course of your employment with or hiring of, as the case may be, another user of the Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter). In such an event, you agree to cooperate with our defense of that claim.
11. Governing Law and Dispute Resolution
You agree that the validity, operation, and performance of the Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein (notwithstanding conflict of the laws rules), and both you and the Company expressly and irrevocably attorn to the jurisdiction of the courts of Ontario with respect to any matter or claim, suit, action, arbitration, or proceeding arising under or related to the Terms.
You acknowledge and agree that you are waiving your right to participate as a plaintiff or member in any purported class action or representative proceeding. In the case of any arbitration, you further agree that unless the Company agrees in writing, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then this paragraph will be deemed void without prejudice to the remainder of this section. Except as provided in the proceeding sentence, this section (Section 11) will survive any termination of the Terms.
If our relationship or these Terms terminate, it will not limit any of our other rights or remedies, and any provision of these Terms that must survive in order to give proper effect to the intent and purpose of these Terms will survive termination, including without limitation Section(s): 3, 8, 9, 10, and 11.
13. Payment, Charges and Taxes
As these Terms have already stated, the Company provides the Services as a platform that connects Clinic and Professional Users to arrange for dental and professional services and employment between the parties. After completion of the work provided by the Professional User, the Clinic User will pay for that work through the Services (an “User-to-User Payment”). As payment to the Company for providing the Services, the Company applies a fee on top of the amount that the Clinic User pays the Professional User (the “Charges”), plus any applicable taxes such as H.S.T and/or any other taxes payable in the jurisdictions within which the Company provides the Services.
Charges paid by the Clinic User are final and non-refundable, unless otherwise determined by the Company. All Charges are due immediately upon confirmation by the Clinic User of a bill amount, or in the event the Clinic User does not respond to or confirm the bill, no later than forty-eight (48) hours after the bill is posted to the Account. Payment will be facilitated by the Company using a third-party payment processor, which may charge its own fee that the Company will pass on to the paying user. You agree that the Company may use a secondary payment method provided by you in your Account, if available, when or if your primary payment method is determined to be expired, invalid or otherwise not able to be charged.
You agree that The Company may, in its sole discretion, round up or round down amounts that are payable through the Application to the nearest whole functional base unit. For example, an amount owed of $51.505 may be rounded up to $51.51, and an amount owed of $51.491 may be rounded down to $51.49.
The Company has the right to change or adjust the Charges at any time, and notice of such change shall be posted within the Application or may be sent via electronic notice to users.
User-to-User Payment Issues
The Company accepts no responsibility for any unpaid or incorrect User-to-User payments, and in the event of non-payment or payment error, Professional Users shall contact the Company and the Company shall facilitate direct contact between the Professional User and Clinic User to seek payment or correction of payments.
Income and Other Taxes are the Responsibility of Users
Professional Users and Clinic Users are responsible for the payment of any income tax or other taxes relating to the employment relationship between the Users, as may be applicable. The Company does not withhold or remit income tax on behalf of Users, and as such, Professional Users are responsible for reporting and payment of same as required by law.
14. Termination, Abuse of the Service, Prohibited Contact and Account Closure
THE COMPANY RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO USE OF THE SERVICES AT ANY TIME WITHOUT NOTICE FOR ANY REASON WHATSOEVER. THE COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES.
Abuse of the Service and Prohibited Contact
You, the user, hereby understand and agree that you shall not circumvent or otherwise abuse the Services provided by the Company by entering into direct work relationships with parties who were initially discovered in the Services. For greater clarity and by way of example, if a Clinic User learned of a Professional User candidate from the Services, and they contact that Professional User directly and hire or retain them outside the Services in order to avoid the Charges, that would constitute a breach of these Terms (“Prohibited Contact”). The Company retains the right to claim against the Clinic User any Charges that would otherwise be payable had the Clinic User properly used the Services to engage the services of the Professional User (“Unpaid Charges”), plus any applicable damages, legal costs, and interest.
Further to the above terms, you hereby agree and understand that the Company provides the Services as a means for users to connect about the opportunities posted within the Services, and as such it reasonably requires that communication between users that is related the opportunity be done through the Application.
However, the Company recognizes that users may need to have some contact relating to the engagement of professional services and that some communication may occur outside the Application. As such, such prohibition of direct contact does not preclude contact relating to administrative or logistical matters between the parties that are ancillary to or in support of their engagement of services (“Permitted Contact”). You hereby agree and understand that Permitted Contact is provided for under these Terms on a reasonable basis and in no way can such contact be used to abuse or circumvent the Services, which contact will be deemed to be Prohibited Contact.
In the event that users engage in Prohibited Contact in violation of these Terms, they must notify the Company forthwith. In the context of job-postings in particular, if the user(s) can demonstrate that they learned of each other’s presence outside the Services, the Company may, at its discretion, waive any claim for Unpaid Charges.
In the event that a user wishes to close or terminate their Account, notice of such request must be given to the Company of such request.
If a Clinic User wishes to close their Account, the balance payable under their Account must be $0.00.
The Company may give notice by means of a general notice on the Services, including but not limited to by electronic mail to your email address provided in your Account, or by written communication sent by first class mail to the home or business address provided in your Account. Such notice shall be deemed to be given 48 hours after mailing or posting if sent by first class mail, or immediately after sending it by email. You may give notice to the Company, with such notice deemed given when received by the Company at any time by first class mail sent to:
DragonCore Canada Inc.
21815 Nissouri Road
Thorndale, ON N0M 2P0
16. Entire Agreement
These Terms constitute the entire agreement between you and the Company regarding the use of the Services, superseding any prior agreements between you and the Company relating to your use of the Services.
17. Applicability of Terms to All Users
Where necessary, certain parts of the Terms are intended to apply to a sub-set of Users. Other parts apply to all Users. Where there is a discrepancy or lack of specific direction as to applicability, you should assume that the provision in question applies to all Users and the words should be read with necessary modification to include all Users.
18. Questions & Contact Information
We welcome your feedback. If you have any questions or suggestions regarding these Terms or the Services, please contact us at email@example.com.