PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY.

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE FLOSSY SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE FLOSSY SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING FLOSSY’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE FLOSSY SERVICE. YOUR USE OF THE FLOSSY SERVICE, AND FLOSSY’S PROVISION OF THE FLOSSY SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY FLOSSY AND BY YOU TO BE BOUND BY THESE TERMS.

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ARBITRATION NOTICE

Except for certain kinds of disputes described in the “Mandatory Arbitration” section below, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND WE EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

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By registering an account through the Flossy Service, or otherwise accessing or using the Flossy Service as a Provider, you agree to be bound by these Terms (and, if applicable, the Separate Contract). If you are an entity, organization, or company, the individual accepting these Terms (and, if applicable, the Separate Contract) on your behalf (such as an office manager, receptionist, or other front office staff) represents and warrants that they have authority to bind you to these Terms (and, if applicable, the Separate Contract) and you agree to be bound by these Terms (and, if applicable, the Separate Contract).

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We may update these Terms from time to time in our discretion. We will always keep the current version of these Terms posted on this website. By using the Flossy Service after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately cease your use of the Flossy Service.

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PATIENTS; INTERACTIONS

Once you have entered into a subscription agreement with Flossy, we may show you as an option for patients seeking applicable dental services/treatments (“Dental Services”) in your area. If a prospective patient selects you as an option, we will use commercially reasonable efforts to facilitate an appointment booking (e.g., through our portal, by calling or emailing you, or otherwise).

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We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including patients. We have no responsibility for the completeness or accuracy of any information provided by prospective or actual patients. You are solely responsible for your interactions with any third parties. If you have any disputes with other users of the Flossy Service (including for alleged failure to pay any agreed amounts), your sole recourse is against the applicable user, and you hereby waive any claims against us as relates to such dispute. If you notify us of such disputes, we may (in our sole discretion) attempt to facilitate a resolution or take appropriate action but are under no obligation whatsoever to do so. Each party will comply with the terms and conditions of the terms of the Business Associate Agreement entered into between the parties attached hereto as Exhibit A (the “BAA”). 

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COMMUNITY STANDARDS

We are not responsible for the conduct of any users. You will act in a professional, business-like, respectful, ethical, and lawful manner when using the Flossy Service. Without limiting the foregoing, you represent, warrant, and agree that you will not: (i) remove any trademark or copyright notices contained in the Flossy Service or any information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Flossy Service (collectively, “Content”); (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Flossy Service or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Flossy Service or Content; (iv) disassemble, decompile or reverse engineer the Flossy Service or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Flossy Service or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Flossy Service or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Flossy Service; (vii) promote illegal activity or violate any applicable local, state, national or international law; (viii) post or transmit any Content, or otherwise behave in any manner, that is discriminatory, unlawful, defamatory, abusive, harassing, threatening, indecent, pornographic, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy or other rights of any person; (ix) send unsolicited advertisements; (x) impersonate any person or misrepresent your identity or affiliation; (xi) use the Flossy Service in a way that is not for its intended purposes or that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; (xii) provide any false or misleading information or any information that you do not have the right to provide; or (xiii) otherwise violate any of our published rules, policies, or guidelines.

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ACCOUNTS

If you create an account on the Flossy Service, you will be required to provide certain information (including personal information). Your information will be treated in accordance with our then-current posted privacy policy, which is hereby incorporated into these Terms. You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials. You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, inaccurate, or incomplete information.

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COMPLIANCE AND QUALIFICATIONS

‍You are responsible for ensuring you comply with any local, state, national, or other rules and regulations, including without limitation any applicable healthcare and privacy laws. You hold all credentials, qualifications, and licenses required to be held by you under any applicable laws and regulations. You may also be required to demonstrate that you meet such credentialing, qualification, or licensure requirements to use the Flossy Service.  You are solely responsible for the content and quality of your services and offerings, and for fulfilling any agreements you enter into with patients.

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CONTENT; OWNERSHIP AND LICENSE

All Content is owned by us or our third-party licensors and vendors and is protected by applicable copyright, trademark, and/or other intellectual property laws. Nothing in the Flossy Service should be construed as granting any license or right to use any of the Content without our written permission other than as set forth herein. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable, and non-sublicensable license to access and use the Flossy Service and Content as authorized herein for your personal use. Any use of the trademarks included in the Content will inure to our (or the applicable licensor’s) benefit. You may not use or share any Content other than through or in connection with your use of the Flossy Service.

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FEEDBACK

If you provide feedback, suggestions, improvements, or requests for additional functionality related to the Flossy Service (collectively, “Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you. This paragraph will survive any termination or expiration of these Terms or of your account on the Flossy Service.

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THIRD PARTY SITES AND CONTENT

The Flossy Service may contain marketing materials provided by or promoting, and links to websites owned or operated by third parties and their products and services.

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We do not control or endorse such parties, websites, products, or services, and we are not responsible for their content (whether included on a third-party site or the Flossy Service), nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such content. We have the right, but not the obligation, to review and modify or delete any content provided by third parties (including other users of the Flossy Service). Any views expressed in third-party content are the views of the applicable author and do not necessarily align with our views. We will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party content.

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DISCLAIMERS

YOUR USE OF THE FLOSSY SERVICE AND CONTENT IS AT YOUR SOLE RISK AND THE FLOSSY SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE FLOSSY SERVICE AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON THE FLOSSY SERVICE, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE FLOSSY SERVICE. UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE FLOSSY SERVICE, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE FLOSSY SERVICE OR OTHER THIRD PARTIES. YOU ARE RESPONSIBLE FOR KEEPING YOUR OWN RECORDS AND MAKING APPROPRIATE BACKUPS – WE WILL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA IN OUR POSSESSION OR CONTROL.

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WE DO NOT REPRESENT AND CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE FLOSSY SERVICE, INCLUDING WITHOUT LIMITATION ANY INCREASE IN PATIENTS, BOOKINGS, OR BUSINESS. WE DO NOT GUARANTEE YOU PREFERRED OR EQUAL PLACEMENT OR POSITIONING IN THE FLOSSY NETWORK AND WE MAY REFER PATIENTS TO OTHER PROVIDERS IN YOUR AREA. WE ARE NOT AN AGENT OR FIDUCIARY OF YOU OR ANY PATIENT.

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SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE OF PROPERTY, RESULTING FROM THE USE OF OR THE INABILITY TO USE THE FLOSSY SERVICE, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS; PROVIDED, HOWEVER, THAT IN THE EVENT OF A BREACH OF THE BAA BY EITHER PARTY, THE BREACHING PARTY’S LIABILITY WILL NOT EXCEED THE GREATER OF 5 TIMES THE TOTAL AMOUNTS PAID BY PROVIDER TO FLOSSY UNDER THE PROVIDER TERMS OF SERVICE IN THE PAST 12 MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY AROSE, OR ONE HUNDRED THOUSAND US DOLLARS ($100,000). SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. YOUR SOLE REMEDY IF YOU ARE DISSATISFIED WITH THE FLOSSY SERVICE IS TO DISCONTINUE YOUR USE THEREOF.

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RELEASE AND INDEMNITY

You will release, defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation reasonable legal and accounting fees, resulting from: (i) your use of the Flossy Service, (ii) your violation of these Terms or the BAA, or (iii) your Treatments, services, or offerings or other interactions with prospective or actual patients. We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense.

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California residents hereby waive California Civil Code Section 1542, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.”

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TERMINATION

These Terms take effect upon your first access to or use of the Flossy Service. We reserve the right to modify or discontinue, temporarily or permanently, the Flossy Service (or any part thereof) without notice. Your right to use the Flossy Service will automatically terminate if you breach these Terms. We may terminate or suspend your account at any time, without liability to you. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive. 

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MANDATORY ARBITRATION

Generally. In the interest of resolving disputes between you and us in the most expedient and cost effective manner, and except as described below, you and we agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.‍

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‍Exceptions. Despite the provisions of the preceding paragraph, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.‍

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‍Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this “Mandatory Arbitration” section within 30 days after the date that you agree to these Terms by sending a letter to Grin Technology Services, Inc., Attention: Legal Department – Arbitration Opt-Out, 8605 Santa Monica Blvd., West Hollywood CA 90069 that specifies: your full legal name, the email address associated with your account on the Flossy Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.

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‍Arbitrator. Any arbitration between you and us will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting us. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

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‍Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Our address for Notice is: Grin Technology Services, Inc., 8605 Santa Monica Blvd., West Hollywood CA 90069. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or we may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or us must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by us in settlement of the dispute prior to the award, we will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.‍

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‍Fees. If you commence arbitration in accordance with these Terms, we will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Los Angeles, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse us for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.‍

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‍No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.‍

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‍Modifications to this Arbitration Provision. If we make any future change to this arbitration provision, other than a change to our address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to our address for Notice of Arbitration, in which case your account with us will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

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‍Enforceability. If the section titled “No Class Actions” or the entirety of this section on mandatory arbitration is found to be unenforceable, or if we receive an Opt-Out Notice from you, then the entirety of this arbitration section will be null and void and, in that case, exclusive jurisdiction and venue described in the section titled “Governing Law; Venue” below will govern any action arising out of or related to these Terms.

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GOVERNING LAW; VENUE

These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and we both submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Los Angeles, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Flossy Service from our offices in California, and we make no representation that Materials included in the Flossy Service are appropriate or available for use in other locations.

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FORCE MAJEURE

We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.

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NOTICE TO CALIFORNIA RESIDENTS

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Flossy Service or to receive further information regarding use of the Flossy Service.

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GENERAL

The BAA is hereby incorporated into these Terms. In the event of a conflict between the BAA and these Terms, the Terms shall control except with respect to provisions expressly required under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect. These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. You may provide notice to us by contacting us as set forth below. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via this website or the Flossy Service.

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CONTACT

The Flossy Service is offered by Grin Technology Services, Inc., located at 8605 Santa Monica Blvd., West Hollywood CA 90069. You may contact us by sending correspondence to that address or by emailing us at hello@flossy.com.

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