Terms of Service
Effective date: June 30, 2024
These Terms of Service (the “Terms”) govern your use of the Kleer and Membersy membership plan platform (the “Platform”) as well as any other website, mobile application or related service that may, from time to time, be provided to you in connection with the Platform (collectively, the “Service”) and including all of the materials, documents, text, images, graphics and other information and content included in or available through the foregoing (collectively, the “Content”). The Service is owned and operated by Membersy LLC (“Membersy”) and its affiliate Kleer, LLC (“Kleer”, and together with Membersy, “Company”).
The Service is offered to you in your capacity as an employee or representative of a dental office, dental service organization or other entity (the “Customer Entity”) that has engaged Membersy and/or Kleer to provide dental membership plan administration services pursuant to a mutually agreed written agreement (the “Customer Agreement”). These Terms supplement the Customer Agreement with respect to your use of the Service. To the extent of any conflict between these Terms and the Customer Agreement, the conflicting provision of these Terms shall supersede solely with respect to your use of the Service.
IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO DO SO, THEN DO NOT REGISTER FOR, ACCESS OR USE THE SERVICE. COMPLETING ANY REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, THESE TERMS, WITHOUT MODIFICATION.
1. PURPOSE AND LICENSE; FEEDBACK LICENSE
1.1 Purpose and License. Company grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Service solely on behalf of the Customer Entity with which you are associated and in accordance with these Terms and the applicable Customer Agreement. You acknowledge and agree that Company may revoke your right to access the Service at any time for any or no reason, including as a result of your breach of these Terms or any expiration or termination of the applicable Customer Agreement.
1.2 Feedback License. You hereby grant Company a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, or commercially exploit, for any reason, any suggestions, enhancement requests, recommendations or other feedback you provide to Company regarding the Service.
1.3 License to Third-Party Content. Company has licensed content from the American Dental Association (ADA). By accessing ADA content within the Services, you agree to be bound by the ADA Terms of Use attached hereto (ADA Terms of Use). In the event that the ADA Terms of Use conflict in any manner with these Terms, the ADA Terms of Use shall govern with respect to the subject matter contemplated by the ADA Terms of Use.
2. PRIVACY
Your use of the Service and any personal information you provide through the Service is subject to the Privacy Policy, which is incorporated herein by this reference.
3. RULES AND CONDUCT
As a condition to your use of the Service, you agree not to use the Service for any purpose that is unlawful or prohibited by these Terms. You acknowledge that you, and not Company, are entirely responsible for all information, data, text, messages and/or other materials that you upload, post, e-mail, transmit or otherwise make available through the Service.
You represent, warrant, and agree that you will not use or interact with the Service in a manner that:
- infringes or violates the intellectual property rights or any other rights of anyone else (including Company);
- violates any law or regulation, including, without limitation, any applicable export control laws or privacy laws;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- impersonates any other person or entity;
- imposes an unreasonable or disproportionately large load on Company’s computing, storage or communications infrastructure;
- “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Service or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Service.
A violation of any of the foregoing is grounds for termination of your right to use or access the Service. Notwithstanding anything in this Section 3 to the contrary, you are not restricted from downloading or using internally any data or reports that are made available to you through the Service regarding the dental membership plans administered by Company pursuant to the applicable Customer Agreement, such as (i) roster data regarding your plan, including names, dates of birth, addresses, membership start and end dates, names of enrolled dependents, dental provider and payment method for members participating in your plan; (ii) financial information regarding the plan, including records of payouts and other fund transfers; and (iii) enrollment trends, including the number of enrollments, renewals and re-enrollments (such data and reports, collectively, the “Plan Information”).
4. STRIPE PAYMENT PROCESSING SERVICES
Company uses Stripe to make payouts to connected account holders (“Payouts”). The Stripe Recipient Agreement applies to your receipt of such Payouts, if any, and the Stripe Privacy Policy governs Stripe’s use of personal data provided to Stripe in connection with Payouts. To receive Payouts from Company, you must provide us with accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your Payout with Stripe. We are not responsible for any error by, or other acts or omissions of, Stripe in connection with Payouts.
5. PROPRIETARY RIGHTS
As between you and Company, Company retains all right, title and interest in and to the Service, all Content made available through the Service, and all intellectual property rights in and to the foregoing. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service and agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit Content in a way that violates someone else’s (including Company’s) rights. All Content other than Plan Information constitutes Company’s Confidential Information and is subject to the non-use and non-disclosure obligations in your applicable Customer Agreement.
Company hereby grants you permission to temporarily download one copy of the Content for transitory viewing only. This is the grant of a license, not a transfer of title, and this license shall automatically terminate if your right to use the Service is terminated or expires, including in connection with any termination or expiration of the applicable Customer Agreement. In connection with your use of the Service and the Content, you agree not to:
- modify or copy the Content; provided, that you are not restricted from copying or modifying Plan Information in connection with your internal use of such Plan Information;
- use the Service or the Content with the intent to design, build, promote or commercialize any service competitive with, or substantially similar to, the Service; or
- transfer your rights to use the Service or Content to another person not employed by or associated with the applicable Customer Entity or "mirror" the materials on any other server.
6. CHANGES TO THE SERVICE AND THESE TERMS
6.1 Changes to Service. We’re always trying to improve our Service, so it may change over time. We may suspend or discontinue any part of the Service, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Service. We reserve the right to remove any Content from the Service at any time, for any reason.
6.2 Changes to Terms. We reserve the right to change the Terms at any time by providing an updated version on the Service. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Service. If you use the Service in any way after a change to the Terms is effective, that means you agree to all of the changes.
7. WARRANTY DISCLAIMER
Membersy, Kleer, and their respective licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (all such parties together, the “Company Parties”) make no representations or warranties concerning the Service, including without limitation regarding any Content contained in or accessed through the Service, and the Company Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Service or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Service. THE SERVICE AND CONTENT ARE PROVIDED BY MEMBERSY (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Without limiting the generality of the foregoing, you acknowledge and agree that the Service is not intended to be the sole repository of any data or information related to your business and that Company shall have no liability for loss of data or other consequences resulting from your use of the Service as the sole repository of such data or information. Upon any expiration or termination of your right to use the Service, Company may remove and/or delete any Content from the Service.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
9. THIRD-PARTY SITES
The Service may contain links or connections to third-party websites or services that are not owned or controlled by Company. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Company is not responsible for such risks.
Company has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party website or service. In addition, Company will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Service, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
10. INDEMNITY
You agree to indemnify and hold the Company Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Service or Content, and (b) your violation of these Terms.
11. MISCELLANEOUS
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable.
Nothing in these Terms is intended to or shall be deemed to create a joint venture of any kind or for any purpose. Except as otherwise agreed by the parties in writing, neither party shall have any authority to, nor shall attempt to, bind or commit the other party for any purpose. Except as may be provided in the applicable Customer Agreement, you are not entitled to any support in connection with your use of the Service.
The governing law, dispute resolution and notice provisions of the applicable Customer Agreement are incorporated herein by reference in their entirety.
ADA Terms of Use
Definitions.
- "ADA" means the American Dental Association.
- "CDT" means the textual, graphic and other editorial content included in the ADA developed publications entitled 'CDT2016: Current Dental Terminology ("CDT") and all Updates as defined herein. The CDT content includes, but is not limited to, the Code on Dental Procedures and Nomenclature, a glossary, the ADA dental claim form and other dental information.
- "Code" means the Code on Dental Procedures and Nomenclature, whether delivered in print or machine-readable format. Each individual dental procedure is comprised of at least the following two components: (1) a five-character alphanumeric "code" that identifies a specific dental procedure and (2) a short, written literal definition of the procedure code called the "nomenclature”. Some but not all individual dental procedures have a third component, (3) a written narrative that provides a more detailed definition and the intended use of the procedure code, called the "descriptor”.
- "Output" means any electronic copy of the CDT, or portions thereof (including without limitation any complete or partial listings of the CDT codes or nomenclature), displayed as part of the Services that is created by Company’s search engine or any other mechanism within the Services.
- "Updates" means any modified or updated versions, new editions, or derivative works of the CDT that ADA, at its sole discretion, makes generally available to licensees under existing license agreements. All Updates are part of the CDT once delivered to licensees and are governed by the Terms of Use.
Terms and Conditions.
- License Grant: You are hereby granted a nonexclusive, nontransferable right to use the CDT within the Services and solely for noncommercial purposes (the “License”). This License grants you the right to search or query and retrieve CDT codes and nomenclatures within the Services subject to the restrictions noted herein.
- License Restrictions: Except as expressly permitted in the "License Grant", you may not and may not permit anyone else to: (a) to download CDT content, or to otherwise copy, cut, extract, excerpt, email, or print CDT content on or from the Services; (b) alter, amend, change or modify the CDT, including the CDT codes, nomenclature or other content of the CDT; (c) remove any copyright or other proprietary notices, labels or marks from the CDT or from output created by using the Services; (d) distribute, sell, assign, lease or otherwise transfer the CDT, including the Code or any portion thereof, in any printed, machine-readable or other form to any other person, firm or entity, including but not limited to, as Output; or (e) use the CDT, whether on a timesharing, remote job entry or other multiple user arrangement. You shall take reasonable measures to maintain the security of the CDT. IN NO EVENT SHALL YOU USE THE SERVICES FOR OR ON BEHALF OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO USE OF THE SERVICES TO PROVIDE CONSULTING, TIME-SHARING OR OUTSOURCING SERVICES OR ACT AS A SERVICE BUREAU OPERATION. YOU ARE EXPRESSLY PROHIBITED FROM DISTRIBUTING OUTPUT, INCLUDING THE CODE OR PORTIONS THEREOF, TO ANY PERSON, FIRM OR ENTITY.
- Ownership of Intellectual Property: You acknowledge and agree that ADA owns all right, title and interest (including all copyrights and other intellectual property rights) in the CDT (in all print and machine-readable forms), all other rights of commercialization, rental or sale of the CDT or any; part thereof, the right to make derivatives of the CDT and the right to distribute the CDT and copies thereof. You acquire no proprietary interest in the CDT, or any portion thereof. Except for the limited rights expressly granted to you herein this Terms of Use, all other rights in the CDT are owned and retained by ADA.
- Warranty: EXCEPT AS EXPRESSLY STATED HEREIN, THE CDT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR ALL RISK RELATING TO QUALITY, ACCURACY AND PERFORMANCE OF THE CDT.
- Limitation of Liability: IN NO EVENT WILL ADA BE LIABLE FOR ANY LOST PROFITS OR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER TYPE OF DAMAGES, ARISING OUT OF THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE CDT OR DOCUMENTATION, EVEN IF ADA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE.
- Indemnification: You agree to indemnify ADA (including reasonable attorneys' fees and costs of litigation) against and hold ADA harmless from any and all claims, liability, losses, damages and expenses resulting from your use of the CDT, in breach of any of the terms of this Terms of Use, or your use of any data or documentation received from ADA, regardless of the form of action.
- Third-Party Beneficiary: The ADA is a direct and intended third-party beneficiary of the License; provided, however, ADA's rights as a third-party beneficiary are limited solely to your use of the CDT outside the scope of the License.