Orthly, Inc. Terms of Use

Last revised November 4th, 2018

The website located at https://orthly.com (the “Website”) and the associated Orthly mobile application (the “App,” collectively, the “Platforms”) are published, owned, and operated by Orthly, Inc., its affiliates and related entities (“Orthly,” “the Company,” “we,” “us,” and “our”). These Terms of Use (the “Terms”) govern your access to and use of the Platforms.

By accessing, browsing, submitting information to and/or using the Platforms, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to the Terms, please do not use the App or visit the Website.

Purpose of the Platforms

Both the Website and the App are provided solely for informational purposes, for the purposes of enabling communication between you and Orthly, and for the purposes of assisting you in improving your smile.

Orthly does not provide medical advice. Orthly is not a healthcare provider. Orthly is a business that facilitates the provision of dental aligners to improve smiles. Unless otherwise established by agreement between Orthly and a Covered Entity (i.e. doctor, hospital, pharmacy, insurance company), as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the information you provide to Orthly is not “Protected Health Information” under HIPAA. As such, your Personal Information may not be treated the same as it would by a Covered Entity regulated under HIPAA. Regardless, any information you provide or that is collected by Orthly through the Platforms shall be handled in accordance with the Orthly Privacy Policy, which is hereby incorporated by reference.

The Platforms are also not intended to provide legal advice. Orthly does not promise that any document you upload or create through the Platforms will comply with any of the laws of the state in which you reside. We recommend that you retain your own attorney to ensure that any document you have created would be enforceable in a court of law or otherwise comply with the laws of your jurisdiction.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Orthly disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Platforms, or by anyone who may be informed of any of its contents.

Use of the Platforms

Orthly grants you a non-exclusive right to access and use the Website, App, and the data, material, content or information herein (collectively, the “Content”) solely for your personal use. Your right to access and use the Platforms shall be limited to non-commercial purposes unless you are otherwise expressly authorized by Orthly to use the Platforms for commercial purposes. You agree to use the Platforms only for lawful purposes, comply with all rules governing any transactions on and through the Platforms and comply with applicable laws.

User Account Responsibility

If you are given or create a password to access the Platforms, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify Orthly immediately of any unauthorized use of your account. Orthly is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

Prohibited Uses

In using the Platforms, you agree that you will not:

  • Use the Platforms in any manner that could damage, disable, overburden, or impair the Platforms or interfere with any other party's use and enjoyment of them;
  • Attempt to gain unauthorized access to any Platform account, computer systems or networks associated with Orthly, the Website, or the App;
  • Obtain or attempt to obtain any materials or information through the Platforms by any means not intentionally made available or provided by Orthly;
  • Use any robot, spider, or other automatic device, process or means to access the Platforms for any purpose, including monitoring or copying any of the material on the Platforms;
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
  • Attack the Platforms via a denial-of-service attack or a distributed denial-of-service attack; or
  • Impersonate or attempt to impersonate Orthly, an Orthly employee, another user or any other person or entity (including, without limitation, using email addresses associated with any of the foregoing).

Your Signature

At times, we may ask you to digitally sign a document. Your signature is intended to authorize or authenticate your review and approval of a particular document or action. By signing anything on the Platforms, you represent that you have the authority to sign the particular document, and that you are abiding by the laws relating to digital signatures in your jurisdiction.

Notice and Consent to Receipt of Text (SMS) Messaging and Phone Calls

You may have the opportunity to receive SMS or "text" messages from Orthly for the purposes of authenticating your account, facilitating your download of the App, or providing you informational updates about services or products you may have requested. For example, Orthly shares telephone numbers you provide to us with Twilio, Inc., a trusted third-party partner, for the purpose of sending you a text message containing a link to download the App, or sending you a text message with an authorization code that can be used to authenticate your identity.

In providing your mobile device number or cell phone number to Orthly, you knowingly consent to such communications from Orthly and its affiliates, or for Orthly to use your cell phone number or mobile device number in accordance with Orthly's Privacy Policy. You represent that you have the authority to agree to receive text messages at the telephone number that you provide to Orthly, or from which you sent the text message request to us. You further acknowledge that no purchase is required to opt into this service, and you may opt out at any time by following instructions from Orthly and as described in the Privacy Policy.

Not all mobile devices or handsets may be supported by this messaging service. Orthly and any mobile carriers are not liable for delayed or undelivered messages. Message and data rates may apply to any text messages. Message frequency depends on the nature of your request. You hereby agree to be responsible for all costs, charges and fees you incur from your service or device provider as a result of choosing to receive such messages from the Orthly.

Third-Party Websites & Applications

The Platforms may contain links to websites, applications, or services controlled or operated by persons and companies other than Orthly (“Linked Sites”). Linked Sites are not under the control of Orthly, and Orthly is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Orthly is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Orthly is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Orthly of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Orthly or are identified in the Platforms, including any delivery of and payment for goods and services.

Intellectual Property Notices

The Platforms and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Platforms or Content in any manner, except as expressly permitted by Orthly in these Terms. The Platforms or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives with the express written consent of Orthly or applicable owner.

Your Content

Any Content you create or own or to which you have a license and use on the Platforms is Your Content. In sharing Your Content on the Platforms, you warrant and represent that you have the legal right to use Your Content and grant Orthly an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any services as described in these Terms and in any posted policies on the Platforms. Orthly's services may also provide you with features like photo thumbnails, video and audio recordings, previews, easy sorting, editing, sharing, creating documents, and searching. These and other features may require our Orthly systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Platforms. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Orthly or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the Platforms should be directed to [email protected]

United States Only: Orthly is based in the Commonwealth of Pennsylvania in the United States. Orthly provides the Platforms for use only by persons located in the United States. We make no claims that the Platforms or any of its contents are accessible or appropriate outside of the United States. Access to the Platforms may not be legal by certain persons or in certain countries.

Disclaimer

ALL INFORMATION OR SERVICES PROVIDED BY ORTHLY TO YOU VIA THE PLATFORMS, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. ORTHLY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, ORTHLY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORMS OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORMS. YOU SPECIFICALLY ACKNOWLEDGE THAT ORTHLY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORMS AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER ORTHLY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PLATFORMS WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. ORTHLY FURTHER MAKES NO WARRANTY THAT THE PLATFORMS WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORMS IS AT YOUR SOLE RISK AND THAT ORTHLY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORMS OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST ORTHLY FOR DISSATISFACTION WITH THE PLATFORMS OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORMS AND/OR THE CONTENT.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL ORTHLY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORMS, OR THE CONTENT, DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORMS OR ANY HYPERLINKED PLATFORMS, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORMS, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF ORTHLY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnity

You agree to defend, indemnify and hold harmless Orthly and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platforms, including, but not limited to, any use of the Content, services, or products other than as expressly authorized in these Terms or your use of any information obtained from the Platforms.

Termination & Restriction of Access

In its sole discretion, Orthly may terminate or suspend your access to the Platforms for breach of these Terms. Orthly shall not be liable for any losses or damages arising from any such termination of service. Governing Law and Jurisdiction: These Terms are governed by the laws of the Commonwealth of Pennsylvania, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Philadelphia, Pennsylvania, U.S.A. in all disputes arising out of or relating to the use of the Platforms. Arbitration: At its sole discretion, Orthly may require you to submit any disputes arising from use of the Platforms, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Pennsylvania law. By using the Platforms, you hereby consent to submission of any dispute to be final and binding arbitration.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Changes to these Terms of Use

Orthly may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Orthly. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Platforms after any such change is communicated shall constitute your consent to such change(s). General: You agree that no joint venture, partnership, employment, or agency relationship exists between you and Orthly as a result of these Terms or use of the Platforms. You may not assign these Terms without the prior written consent of Orthly in all instances. Orthly may assign these Terms, in whole or in part, at any time. Orthly's performance of this agreement is subject to existing laws and legal processes, and nothing contained in these Terms is in derogation of Orthly's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platforms or information provided to or gathered by Orthly with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and Orthly with respect to the Platforms, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Orthly. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Company Contact Information

Questions can be directed to Orthly at [email protected]