TERMS & CONDITIONS
Effective Date: 10/11/2019
Introduction
The following terms and conditions agreement (“this agreement”) constitutes a binding contract between you and Oral Image, Inc., a Delaware corporation with its principal place of business at 1000 NE 122nd Ave., Portland, OR 97230 (“we” / “us” / “Oral Image”). You and Oral Image may each be referred to herein as a “Party” or collectively as the “Parties”. By placing an order with us, you agree to be bound by this agreement and accept its terms and conditions.
Orders and Treatment Plans
Oral Image manufactures QuickAligners, custom transparent orthodontic appliances designed to adjust or retain the position of patients’ teeth based on doctors’ prescriptions. Treatment consists of a series of QuickAligners, which may include a progressive number of aligners for both upper and lower arches, or aligners for a single arch, each to be worn by the patient in a prescribed sequence, and each for a specified period.
You can prescribe QuickAligners on our website via the “doctor’s portal”. You may prescribe treatment with QuickAligners or allow us to design a Treatment Plan based on information you provide to us defining the current alignment of your patent’s teeth (see “Records” below) and the goals you and the patient mutually agree is the desired result of the treatment. Each Treatment Plan is referred to as a “Case”.
If your prescription requires Oral Image to design a Treatment Plan intended to move teeth , we will generate a 3D image of your patient’s dental condition at Oral Image’s expense, and, based on your prescription we will design, or cause to be designed a Treatment Plan which we will submit to you for your approval. We won’t start producing QuickAligners appliances until you approve the Treatment Plan. Under normal circumstances, you will only be charged for Treatment Plans if and when you approve them. However, if an excess of Treatment Plans we generate for you remain unapproved 60 days after their submission to you, we may be required you to pay for Treatment Plans in advance until a majority of your Plans have been approved.
Retainers prescribed where no QuickAligners therapy has been prescribed will not require a Treatment Plan and only the cost of the retainers will be charged.
An “order” is considered to be placed when a Treatment Plan is approved. Payment is due in full when an order is placed, unless otherwise agreed to in writing by an authorized representative of Oral Image. For your convenience we can set up a payment option utilizing accepted methods such as PayPal, credit and debit cards and EFT authorization. All data submitted for payment authorization will be maintained securely through a third-party processor where applicable.
Oral Image Unlimited Plans
All Oral Image QuickAligners Cases are unlimited.
Unlimited means: You pay one flat rate for the entire Case, which includes Intraoral scanning of the patient’s mouth (if your practice is not equipped to provide such a scan), design of the Treatment Plan based on the intraoral scan and other data that forms the basis for your prescription, and all QuickAligners deemed necessary by the design of the Treatment Plan to correct and retain the teeth of one patient, according to the goals and parameters set out in the Treatment Plan and prescription.
The above outlines Oral Image’s sole pricing option for QuickAligners treatment.
Pricing
You can download the current standard pricing for your region from the doctor’s portal. Products and prices are subject to change. We reserve the right to offer alternative products and pricing to individuals or groups at our sole discretion. We are not responsible for any taxes or fees that third parties may charge you, including foreign transaction fees.
Retainers
Every QuickAligners patient will receive one set of retainers at the conclusion of the Case at no additional cost to the doctor or the patient. Additional retainers may be purchased from Oral Image by the patient through the doctor at our prevailing price, which can be seen via the doctor’s portal on our website.
Replacements
Replacements of lost or damaged QuickAligner trays may be purchase from Oral Image at its prevailing price, unless the tray is determined to have a manufacturing defect, in which it will be replaced at no charge.
Revisions
If your patient’s teeth do not move as expected, you may request a “revision” for any patient treated with our QuickAligners. A new Treatment Plan will be created, starting from the current position. Revisions may be based on new scans or on a previous step. During Revisions are available at no additional cost, providing patient has adhered to all requirements specified in the Treatment Plan.
Restrictions
We reserve the right to terminate our relationship with you, end a Treatment Case early without refund, and/ or facilitate the transfer of a patient’s treatment to another doctor if you fail to comply with the terms and conditions of this agreement, if you abuse these policies, or if you fail to provide satisfactory care for any reason.
Cancellation and Refunds
All sales are final. When you pay for a Case following your approval of a Treatment Plan, Oral Image will not refund your payment for cancelling the Case for any reason, since Oral Image will have completed the Treatment Plan design and manufacturing of the QuickAligners will have commenced.
Records
In addition to any required patient, provider, and treatment information, the following records must be provided in a timely manner. For all new patients:
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Scans of both arches if not provided by Oral Image scan technologists
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X-Rays that you would normally acquire during a regular patient examination
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All data points (generated by normal patient examination) requested in the Oral Image website doctors’ portal for placing a prescription for a new order
All records must accurately represent the current condition of the patient’s teeth. You are solely and entirely responsible for the accuracy of the records you provide. Distorted or incomplete scans and impressions may impact the fit and performance of QuickAligners. We will not be liable for any issues caused by inaccurate records.
Digital x-rays taken within 6 months of the date of submission are required and, together with photos, may only be submitted via the doctor’s portal. Impressions, stone models, and metal impression trays will be rejected. Submitted digital images become the property of Oral Image.
Shipment and Delivery
After an order is placed, all QuickAligners will be shipped together or periodically in phases if mutually deemed more desirable. We shall not be liable for any damages, losses or expenses that you incur if we fail to meet targeted delivery dates.
Title to products shipped under this agreement and risk of loss or damage during shipment pass from us to you when products leave our possession.
Your Representations
You represent and warrant to us that:
(i) You are licensed to practice dentistry and/or orthodontics in the location where, and at all times during which, treatment is being provided; (ii) You have all necessary training and expertise to treat patients using our products; (iii) Your use of our products will be in accordance with all applicable medical and dental standards and in compliance with our product specifications; (iv) You have properly explained our products to your patients before starting treatment; (v) You have obtained an executed Patient Informed Consent Form from each patient you treat using our products (a sample Patient Informed Consent Form is available to you in the Doctors’ portal on the Oral Image website. For your convenience, you may use the form as suggested or any other form that provides the same levels of disclosure and protections as they may apply to doctor, patient and Oral Image; and (vi) You agree to maintain a copy of the executed Patient Informed Consent Form securely and be prepared to share a copy with Oral Image if needed for any reason.
Warranties and Disclaimer
Oral Image is a medical device manufacturer and does not practice dentistry or give medical advice. You are solely responsible for prescribing and administering orthodontic treatment. Our relationship with you is that of a service provider and manufacturer of dental appliances. Specifically, we are a contractor providing services of intraoral scanning at your request, design of an orthodontic treatment plan based on a prescription and data provided to Oral Image by you, and manufacturing and supply of appliances intended for clear aligner therapy according to a treatment plan that you have reviewed and approved.
Clear aligner therapy is not infallible and may be unpredictable. While we employ industry-wide accepted materials and technology—or better--to design and manufacture the required elements of Treatment Plans, individual results may vary due to circumstances often beyond the control of Oral Image and the prescribing doctor.
We warrant that our products: (i) shall conform to the specifications represented in the treatment setup that you approve; and (ii) are free from defects in material and workmanship.
We shall not be liable for: (i) any defects that are caused by neglect, misuse, or mistreatment of its products by you, the patient, or any third party; (ii) any defects that are caused by failure to follow directions including (but not limited to) wearing aligners out of sequence or wearing aligners for less than 22 hours per day; (iii) any products that have been altered or modified in any way by an individual or entity other than us; (iv) any products being used in combination with other third party products; or (v) any defects that result from errors in your submitted records or prescription.
The limited warranty for each QuickAligners tray expires 90 days after the patient is scheduled to start wearing it, based on the delivery date and expected wear schedule. Delays to a patient’s wear schedule after products are shipped do not extend the warranty period. If any Oral Image product fails to conform to the warranty set forth above, our sole liability shall be to replace such product at no cost.
You may be required to return such product in order to receive a replacement or credit. If we elect to replace such product, we shall have a reasonable time to provide replacements. Replaced products shall be covered under the limited warranty period described above.
Except as set forth above, we hereby expressly disclaim any and all warranties, express or implied, including any warranty of merchantability, or fitness for any specific purpose.
Data Privacy
The account information you provide through our doctor’s portal (including doctor or user names, specialties, degrees, training level, experience level, practice names, practice addresses, billing addresses, websites, contact information, payment methods and preferences, treatment methods and preferences and any other user information) is used to provide the products and services outlined herein.
Your name and practice information may be shared in a publicly accessible provider directory on our website but can be removed upon request. Your account information is stored securely and used by Oral Image and contracted affiliates to provide the products and services outlined herein. Some of your account information may be used for quality, regulatory, analytics, and other related business purposes. Account information is never sold or shared with third parties for marketing purposes.
Patient records are securely stored in an encrypted format in accordance with all applicable law governing the privacy and security of patient information. Oral Image may utilize non-identifying account and patient information including patient records, general demographic information, aggregate data and derivatives thereof for training, quality control, quality audits, process monitoring, research and development, product improvement, product development and regulatory compliance purposes and other business reasons. Oral Image may utilize anonymized patient records for training and quality purposes. Oral Image will never use identifying patient records for other than treatment or payment purposes without the express permission of the individual, in accordance with all applicable law governing the privacy and security of patient information.
Additionally, patients have the option to register their name and email address through our website to receive occasional patient tips, offers, notifications and other emails or marketing purposes, and they may separately choose to sign up for this option. This information is separate from and not related to provider account or patient record information and is never sold or shared with third parties for any marketing purposes without the permission of the individual.
Please forward or send any concerns, inquiries or information requests to privacy@OralImage.com or Oral Image Privacy Officer, 1000 Ne 122nd Ave., Portland, OR 97230 USA.
Limitations of Liability
In no event shall we be liable for any consequential, incidental, indirect, exemplary, punitive or special damages in connection with or arising out of this agreement or the use of the products provided hereunder, however caused, and under any theory of liability whether in negligence, breach of warranty, strict liability, contract, tort, indemnity or any other cause or theory whatsoever. Excluded damages include loss of profits, loss of use and costs of replacement or substitute products.
In no event shall our aggregate monetary liability for damages of any kind arising out of or in connection with this agreement, or any use of any product provided hereunder, exceed the total amount paid to us by you for the particular products sold under the agreement for which losses or damages are claimed. The existence of more than one claim against the particular products sold to you under this agreement, or the existence of more than one agreement with you or the sales of additional products to you shall not enlarge or extend this limit.
Indemnification
You agree to indemnify, defend and hold harmless Oral Image and/or its officers, agents, employees, contractors, successors and assigns from and against any and all liability, obligations, losses, claims, actions, damages, penalties, fines, demands or suits and all related costs, attorney’s fees and expenses of any kind and nature whatsoever arising under any theory of legal liability (a ”Claim”) that may be asserted against us arising out of, or resulting from, or relating to: (i) this agreement or use of products sold under this agreement; (ii) any breach of or failure of you to abide by any term of this agreement; (iii) any breach or alleged breach of any representations or warranties made by you in this agreement or any incorrect information provided by you or your patient; or (iv) our provision of or failure to provide products to you, unless the provision of or failure to provide such products was due to our willful misconduct or gross negligence.
Your obligation to defend us against any Claim is separate and distinct from the obligation of indemnity set forth in this agreement. You have the right and obligation to assume the defense of any Claim with counsel chosen by you and reasonably acceptable to Oral Image provided that counsel to Oral Image may participate in the defense of the Claim with counsel for you, at our expense. You will not have the right to assume the defense of a Claim made against both Oral Image and you if counsel for Oral Image advises in writing that a conflict in interest between Oral Image and you would under applicable ethical principles preclude a single counsel or firm from defending both Parties.
Relationship of Parties
The Parties intend by this agreement that you are and at all times shall be an independent party and not the agent or employee of Oral Image. Neither this agreement nor any contract with Oral Image nor any course of dealing or practice shall be interpreted as creating, or shall be deemed to create, any employer-employee, principal-agent, partnership, joint venture or other relationship between you and Oral Image.
Assignment
This agreement shall not be assigned by either Party hereto without the prior written consent of the other Party.
Entire agreement and Amendment
This agreement, your prescription, and the Patient Informed Consent Form shall constitute and contain the entire agreement of the Parties and shall be deemed to supersede any and all prior negotiations, correspondence, understandings and agreements between the Parties respecting the subject matter hereof, unless otherwise specified in writing by an authorized representative of Oral Image. This agreement can only be modified by an authorized representative of Oral Image.
Severability
If any provision of this agreement is or shall be deemed a violation of any applicable law, rule or regulation, such legal invalidity shall not void this agreement or affect the remaining terms and provision of this agreement and this agreement shall be construed and interpreted to comply with all laws, rules or regulations.
Force Majeure
We cannot be in default or breach by reason of any failure of its performance under this agreement if such failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, or of war, civil disturbance, act of any government, de jure or de facto, or any agency or official thereof, labor shortage, transportation contingencies, severe weather, default of manufacturer or supplier, quarantine or restriction, epidemic or catastrophe, lack of timely instructions or essential information from you or any third party, or other conditions beyond our control.
Notices
All notices, demands, requests, approvals and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made as of the date delivered or mailed if delivered personally or mailed by certified mail (postage prepaid, return receipt requested), or on the date transmitted if transmitted by facsimile or electronic mail, to you at the address you provide.
Waiver
The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect the right to enforce the same. No waiver by either Party of any condition, or of the breach of any term, provision, covenant or warranty contained in this agreement, shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, provision, covenant or warranty.
Governing Law
This agreement shall be construed and governed under and by the laws of the State of Oregon, USA. The Parties agree that the exclusive venue for any legal action authorized hereunder shall be in Multnomah County, Oregon USA.
