Zuga Medical and ZugaLinkTerms and Conditions of Use Agreement

Zuga Medical, Inc. and affiliates provide services and use of the website zugalink.com to the user subject to the following Terms and Conditions of Use:

PLEASE READ THE ENTIRE TERMS & CONDITIONS OF USE CAREFULLY BEFORE YOU USE ANY PART OF THIS WEBSITE. IF YOU DO NOT AGREE TO ALL THE TERMS & CONDITIONS SET FORTH HEREIN YOU MAY NOT USE THIS WEBSITE OR ANY OF ITS FEATURES OR SERVICES. BY USING THIS WEBSITE OR ITS FEATURES OR SERVICES, YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS & CONDITIONS OF USE IN THEIR ENTIRETY.

This Terms & Conditions of Use Agreement (“Agreement”) sets forth the guidelines and standards of use of zugamedical.com and ZugaLink.com (“Website"). By using the Website and its services you agree to these terms and conditions. If you do not agree to the terms and conditions of this Agreement, you should immediately discontinue use or viewing of this Website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice. Modifications shall become effective immediately upon being posted on the Website. Your continued use of the Website and its services after amendments are posted constitutes acknowledgement and acceptance of the Terms & Conditions of Use and its modifications.

HIPAA Compliancy and Security

HIPAA rules are set forth by the U.S. Department of Health and Human Services and are documented in the Privacy Rule with specific rules regarding sharing of information between health care providers. Dental laboratories and Dentists are both considered "Health Care Providers" and as such are permitted to share patient information and treatment activities.
Furthermore, according to the ADA the Privacy Rule states that there is no requirement for a Business Associate Agreement between the dental laboratory and the dental practice. "Protected Health Information", such as SS #'s, telephone numbers, birth dates, medical records, or information that relates the patient to their name on the work authorization or their relatives, is not shared from the dental office to the laboratory. The information shared is only used to identify the materials sent to the laboratory.
The dental office does have the option of using codes rather than names is so desired.
Zuga Medical, Inc and ZugaLink maintains a high level of data security on site and in transit of cases and data between our laboratory and our customers.

Security and Privacy

Zuga Medical, Inc and ZugaLink keeps all customer information confidential. Our Website is encrypted and cannot be accessed by anyone other than Zuga Medical, Inc. We will not share, rent or sell your confidential personal information for any reason.
This site is secured with the leading technology of Secure Sockets Layer (SSL) and it meets PCI Compliance standards, for safe transport of your private information online. You can be sure your transaction is guarded by SSL when the picture of the unbroken key or closed lock in your browser window appears on the toolbar. Also, the URL address at the top of the page should change from 'http' to 'https' when processing secure transactions.

Proprietary Rights to Content

You acknowledge and agree that this website contains information, data, software, photographs, graphics, text, images, logos, icons, typefaces, audio and video material, and/or other material (collectively referred to as “Content”) protected by copyrights, trademarks, patents, service marks, or other proprietary rights, and that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.
All Content displayed on this Website and all software, video, data and information used to create this site and the Content, including text and images and video data, method of display and presentation, source code, embedded routines and programs and other materials, as well as all copyrights, trademarks, service marks, patents and other intellectual property rights, or proprietary rights therein or thereto, are owned by Zuga Medical, Inc., its affiliates, suppliers or licensors, and are protected under U.S. and international copyright, trademark and other applicable laws and treaties including international trade and export laws.  All rights not expressly granted to you by us in this License Agreement are reserved to Zuga Medical, Inc. and you acknowledge and agree that you do not acquire any ownership rights by accessing or downloading copyrighted material or Content from the website as authorized hereunder.
You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer, license sell, create derivative works from, or in any way exploit any Content, in whole or in part without the prior written consent of Zuga Medical, Inc.

Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND ON AN “AS AVAILABLE” BASIS ONLY.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZUGA MEDICAL, INC, AND ITS AFFILIATES, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE, SERVICES OR THE RESULTS OF THIS WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.  ZUGA MEDICAL, INC, AND ITS AFFILIATES, SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THIS WEBSITE. IN ADDITION, ZUGA MEDICAL, INC, AND ITS AFFILIATES DOES NOT WARRANT OR REPRESENT THE FOLLOWING: (1) THE WEBSITE WILL MEET YOUR REQUIRMENTS, (2) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (3) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION, OR OTHER MATERIALS OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS, (5) THE SERVER THAT MAKES THE WEBSITE AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR (6) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED, INCLUDING BUT NOT LIMITED TO, DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. YOU (AND NOT US OR ANY OF ZUGA MEDICAL, INC.’S AFFILIATED COMPANIES OR ANY OF OUR OR THEIR RESPECTIVE LICENSORS OR VENDORS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION FOR ANY SUCH DAMAGE.

No advice or information, whether oral or written, obtained by you from the site or from us shall create any warranty not expressly stated in these terms & conditions of use.

THE MATERIAL AVAILABLE THROUGH THE WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY. BEFORE YOU ACT ON ANY INFORMATION YOU’VE FOUND ON THIS WEBSITE, YOU SHOULD INDEPENDENTLY CONFIRM ANY FACTS THAT ARE IMPORTANT TO YOUR DECISION. IF YOU RELY ON ANY INFORMATION OR SERVICE AVAILABLE THROUGH THE WEBSITE, YOU EXPRESSLY AGREE THAT YOU DO SO AT YOUR OWN RISK.

Zuga Medical, Inc., and its affiliates disclaims all warranties, either express or implied, with regard to the equipment, dental prosthetics, and services sold and information provided, including the implied warranty of merchantability, implied warranty of fitness for a particular purpose, and implied warranty of non-infringement.

Some jurisdictions do not allow the exclusion of implied warranties; therefore the above-referenced exclusion may not apply to you.

Limitation of Liability

Zuga Medical, Inc. and its affiliates shall not be liable for any damages whatsoever, and in particular Zuga Medical, Inc. shall not be liable for any direct, special, indirect, consequential, or incidental damages, or damages for lost profits, punitive, lost income, loss of revenue, or loss of use, arising out of or related to the use or inability to use this Website or the information contained in it, or for the cost of procurement of substitute services or resulting from any services of purchased or obtained or transactions entered into through the Website or resulting from unauthorized access to or alteration of transmissions of data, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if Zuga Medical, Inc. has been advised of the possibility of such damages.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS WEB SERVICE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS SITE, SERVICE, AND AFFILIATED SITES.

Dentist Hold Harmless Agreement

Dentist, for valuable consideration received from Zuga Medical, Inc.(herein referred to as Zuga), the receipt and sufficiency of which is hereby acknowledged;

DO HEREBY remise, release, acquit, satisfy and forever discharge Zuga of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, torts, wrongs, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which Dentist ever had, now has prior to the execution of this Agreement, or which any personal representative, successor, heir or assign of Dentist, hereafter can, shall or may have, against Zuga, for, upon or by reason of any matter cause or thing whatsoever, from the beginning of the world to the day of termination of this Agreement with Zuga.

WITHOUT LIMITING the scope of this General Release, which the Parties intend to be complete, the Parties hereby acknowledge and confirm that the execution and delivery of this General Release by Dentist releases and discharges Zuga from all claims which Dentist could or may bring against the other, including, not by limitation, those claims arising out of or related to: all offers, contracts, agreements, understandings, and undertakings by and among the Dentist; and any and all transactions between Dentist and any one or more of Zuga and/or any of its affiliates, agents, Implant Expert and/or consultants made prior to the date of this Agreement.

As used in this General Release, the term “Dentist” shall include the heirs, legal representatives, successors, and assigns Dentist named herein.  Dentist represents and warrants that it has not assigned, conveyed or otherwise transferred to any other person, any rights, title, and interest in and to any action, cause of action, suit, debt, claim, or demand whatsoever which Dentist ever had or now has against Zuga or may have in the future against Zuga until the termination of this agreement.

ZugaLink Expert Hold Harmless Agreement

By accepting this Agreement, Implant Expert (herein referred to as the “Expert”), for valuable consideration, the receipt and sufficiency of which is hereby acknowledged;
from Zuga Medical, Inc., (herein referred to as Zuga) agrees to provide professional consulting services through which the Expert shall provide (1) Implant planning and (2) Implant Surgical Design services to dentists who are linked to the Expert through the ZugaLink website. 

Expert does hereby remise, release, acquit, satisfy and forever discharge Zuga of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, torts, wrongs, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which either of said Parties ever had, or claims to have in the future in association with Expert’s providing of services to Zuga and Zuga’s customers, in particular Dentists, in association with its ZugaLink website, or which any personal representative, successor, heir or assign of said Expert, hereafter can, shall or may have, against said Expert, for, upon or by reason of any matter cause or thing whatsoever, from the beginning of the world to the day of termination of Experts Agreement to provide services for Zuga.

WITHOUT LIMITING the scope of this General Release, which the Parties intend to be complete, the Parties hereby acknowledge and confirm that the execution and delivery of this General Release by Expert releases and discharges Zuga from all claims which either Expert could or may bring against the other, including, not by limitation, those claims arising out of or related to: all offers, contracts, agreements, understandings, and undertakings by and among the Expert; and any and all transactions between any one or more of Zuga and/or any of its affiliates, agents, and/or consultants during the period prior to the termination of Expert’s Agreement to provide services for Zuga

As used in this General Release, the term “Expert” shall include the heirs, legal representatives, successors, and assigns.  Expert represents and warrants to that it has not assigned, conveyed or otherwise transferred to any other person, any rights, title, and interest Expert in and to any action, cause of action, suit, debt, claim, or demand whatsoever which Expert ever had or now or may have in the future against Zuga. 

Waiver of Jury Trial

Zuga Medical, Inc., along with any website visitor, hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or any product/service purchased or the transactions contemplated hereby.

Indemnification

You agree to indemnify and hold Zuga Medical, Inc., its subsidiaries, affiliates, officers, agents, attorneys and employees, harmless from any claim or demand of any kind whatsoever, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of the use of this website, or services provided, the violation of this Agreement, or infringement of any intellectual property or any other right of any person or entity.

Technology Export Control

Through the Bureau of Industry and Security and its use of the Export Administration Regulations, the United States government has implemented export control laws that regulate the export and re-export of technology originating from within the United States. This technology includes the electronic transmission of information or software.  The export control laws regulate the exporting or re-exporting of this technology to foreign countries and to certain foreign nationals.  You agree to abide by these laws and regulations, including but not limited to, the Export Administration Act, U.S. Foreign Corrupt Practices Act and the Arms Export Control Act and not to transfer, by electronic transmission or otherwise, any Content derived from the website or Generated Content to either a foreign national or foreign destination in violation of such laws.

Third-Party Sites

The Website may include links to other sites on the Internet that are owned and operated by online merchants, vendors, suppliers, manufacturers, material men, contractors, subcontractors, service providers and/or other third parties (collectively referred to as “Vendors”). Any such links to Vendors or third-party sites are provided for your convenience only, and such links do not imply endorsement by Zuga Medical, Inc. of such other third-party sites or Vendor sites or the content contained therein. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party or Vendor site. You should contact the site administrator or webmaster for those third-party or Vendor sites if you have any concerns regarding such links or the content located on such sites. Your use of third-party or Vendor sites is subject to the terms & conditions of use and privacy policies of each site, and we are not responsible therein. We encourage all users to review said terms & conditions and privacy policies of all third-party and Vendor sites.
Zuga Medical, Inc. disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity concerning third party provided products, services and sites, and you agree that any recourse for dissatisfaction or problems with those products, services or sites will be sought from the third-party provider and not from Zuga Medical, Inc. as you agree to waive any claim you may have against us with respect to such other sites.

Governing Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the United States of America, without regard to any principals of conflicts of law. You agree that any action at law or in equity that arises out of or relates to this website or these Terms & Conditions of Use will be filed only in the state or federal courts located in the Northern District of Ohio and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

Third-Party Applications

The Website may include links to other Applications on the Internet that are owned and operated by online merchants, vendors, suppliers, manufacturers, material men, contractors, subcontractors, service providers and/or other third parties (collectively referred to as “Vendors”). Any such links to Vendors or third-party Applications are provided for your convenience only, and such links do not imply endorsement by Zuga Medical, Inc. of such other third-party Applications or Vendor Applications or the content contained therein. You acknowledge that we are not responsible for the availability of, or the content located on or through, any third-party or Vendor Application. You should contact the application administrator or webmaster for those third-party or Vendor Applications if you have any concerns regarding such links or the content located on such Applications. Your use of third-party or Vendor Applications is subject to the Terms & Conditions of Use and privacy policies of each Application, and we are not responsible therein. We encourage all Users to review said terms & conditions and privacy policies of all third-party and Vendor Applications.

Zuga Medical, Inc. disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity concerning third party provided services and Applications, and you agree that any recourse for dissatisfaction or problems with those services or Applications will be sought from the third-party provider and not from Zuga Medical, Inc. as you agree to waive any claim you may have against us with respect to such other Applications.

Compliance with Laws and International Use

You may not use our Website in any way that violates applicable state, federal, or international laws, regulations or other government requirements. It is your responsibility to review our services and the application and regulations for each jurisdiction you are associated with to ensure compliance.

Furthermore, we make no representation that services on this Website are appropriate or available for use in locations outside the United States or for use in particular states within the United States that may have certain additional statutory requirements related to online content. Those who choose to access this Website do so on their own initiative and at their own risk and are responsible for compliance with those local laws and regulations.

Copyright, Trademark and Service Mark Information

All Content included or available on this Website, including site design, text, graphics, interfaces, video, information, posts, blogs, and the selection and arrangements thereof is the property of Zuga Medical, Inc, with all rights reserved, or is the property of third parties protected by intellectual property rights. Any use of materials on the Website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Zuga Medical, Inc. or its affiliates is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein.

All other trademarks displayed on the Website are the trademarks of their respective owners and may only be used with the permission of the particular owner. These other trademarks constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of trademarks or links to the websites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with Zuga Medical, Inc.

Notification of Claimed Copyright Infringement

We respect the intellectual property of others and we ask you to do the same. If you believe that your work has been copied and is accessible on the website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent the following information:

1. A description of the copyrighted work that you claim has been infringed;
2. Identification of the URL or other specific location on the website where the material you claim is infringing is located;
3. Your name, address, telephone number, email address, and statement that you are an authorized person to act on behalf of the owner of the copyright;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. An affidavit submitted by you, sworn to and made under the penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are an authorized agent to act on behalf of the copyright owner.

Botnets

Zuga Medical, Inc. retains the right, at our sole discretion, to terminate any User involved with botnets and related activities. If any hostnames are used as command and control points for botnets, Zuga Medical, Inc. reserves the right to act or direct at our discretion.

Spamming

Use of the Website by you for spamming or direct commercial solicitation is strictly prohibited.

Miscellaneous Terms

These Terms & Conditions of Use constitute the entire agreement and understanding between you and us, superseding any prior agreements and understandings, and govern your use of the Website. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party sites accessible through our Website or services as provided. Our failure to enforce or exercise any right or provision of these Terms & Conditions of Use shall not constitute a waiver of such right or provision. If any provision of these Terms & Conditions of Use shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and in full force and effect. You agree that these Terms & Conditions of Use and any other agreements referenced herein, including the Privacy Statement, may be assigned by Zuga Medical, Inc., in our sole discretion, to a third-party in the event of a merger or acquisition. The section titles and headings are for convenience only and have no legal or contractual effect.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Any rights not expressly granted herein are reserved by and for us.

Certain sections or pages on this Website may contain separate terms and conditions, which are in addition to this Agreement. In the event of a conflict, the additional terms and conditions will govern for those sections or pages

To contact Zuga Medical, Inc:  sales@zugamedical.com