Introduction
Welcome to the website of Elite Dental Alliance (“ELITE,” “we”, “us”, or “our”). These Terms of Use govern your access to and use of our website, including any content, functionality, and services offered on or through our website (collectively, the “Platform”). By accessing or using the Platform, you accept and agree to be bound and abide by these Terms of Use. If you do not agree to these Terms of Use, you must not access or use the Platform.

This agreement is binding on all users of the Platform. Your use of the Platform constitutes your agreement to these Terms of Use. We reserve the right to modify, amend, or update these Terms of Use at any time and without prior notice. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes.

Acceptance of Terms
By accessing or using the website of ELITE (“the Website”), you (“the User”) agree to be bound by these Terms of Use. If you do not agree to these terms, you must not use or access the Website. These Terms of Use are subject to change by ELITE at any time, in its sole discretion, and without notice. Your continued use of the Website after such changes are implemented constitutes your acceptance of the new terms. Should you have any questions regarding these terms, please contact us.

Changes to Terms
ELITE (“the Website Owner”) reserves the right, at its sole discretion, to modify or replace these Terms of Use at any time. If a revision is material, the Website Owner will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the Website Owner’s sole discretion.

By continuing to access or use the Website after those revisions become effective, the User agrees to be bound by the revised terms. If the User does not agree to the new terms, they are no longer authorized to use the Website.

Privacy Policy
By accessing or using the Website, the User agrees to the collection and use of their information in accordance with our Privacy Policy and the separate terms thereof.

Access and Use of the Platform
The Website is provided by ELITE for the User subject to the Terms of Use. By accessing or using the Website, the User agrees to be bound by these Terms of Use. The Website is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. The User represents and warrants that if they are an individual, they are at least 18 years old, or if they are accessing the Website on behalf of an entity, that they have the authority to bind that entity to these Terms of Use.

The Website Owner grants the User a limited, non-exclusive, non-transferable, revocable license to access and use the Website solely for personal, non-commercial purposes, subject to the Terms of Use. The User may not use the Website for any illegal or unauthorized purpose. The use of the Website may be subject to additional terms and conditions that may apply when the User uses affiliate services, third-party content, or third-party software.

The User’s access to and use of the Website is also subject to the Website’s Privacy Policy, which is incorporated herein by reference. The User acknowledges and agrees that their use of the Website may involve the transmission of their personal information over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices.

The Website Owner reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. The User agrees that the Website Owner shall not be liable to the User or to any third party for any modification, suspension, or discontinuance of the Website.

User Responsibilities
The User agrees to use the Website in accordance with the following responsibilities:

• Comply with all applicable laws and regulations in connection with their use of the Website, including, but not limited to, laws regarding online conduct and acceptable content.
• Not to use the Website for any unlawful purposes, including but not limited to fraud, theft, or violation of intellectual property rights.
• Not to upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
• Not to impersonate any person or entity, including, but not limited to, a representative of ELITE, or falsely state or otherwise misrepresent their affiliation with a person or entity.
• Not to upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose.
• Not to interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website.
• Not to collect or store personal data about other users without their consent.

Violation of any of these responsibilities may result in termination of the User’s access to the Website and may expose the User to civil and/or criminal liability.

Intellectual Property Rights
All intellectual property rights in and to the Website, including but not limited to copyright, text, graphics, logos, images, and software, are owned by or licensed to ELITE or used in accordance with authorization provided to ELITE. The use of the Website by the User does not grant the User any rights to the intellectual property of the Website or any of its content.

The User is authorized to view, download, and print content from the Website solely for personal, non-commercial use, subject to the Terms of Use. Any other use of the Website’s content, including but not limited to modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any material, information, software, products or services obtained from the Website, without the prior written consent of ELITE, is expressly prohibited.

ELITE reserves all rights not expressly granted to the User under these Terms of Use. Unauthorized use of the Website’s content may violate copyright, trademark, and other laws. ELITE may enforce its intellectual property rights to the fullest extent of the law, including seeking criminal prosecution.

User Content
This clause governs the submission, posting, and use of any content by the User on the Website. By submitting, posting, or displaying content on or through the Website, the User grants ELITE a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the operation of the Website and ELITE’s business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels.

The User represents and warrants that they have the right to grant this license for any content they submit, post, or display on or through the Website and that the use of such content by ELITE will not infringe or violate the intellectual property rights or any other rights of any third party. The User agrees to indemnify and hold harmless ELITE from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from the use of any content submitted, posted, or displayed by the User on the Website.

ELITE reserves the right to remove any content from the Website at any time, for any reason, without prior notice to the User. The User acknowledges that they are solely responsible for any content they submit, post, or display on the Website and the consequences of posting or publishing it.

Prohibited Conduct
The User agrees not to engage in any of the following prohibited activities on or through the Website:

1. Violating any applicable laws or regulations, or promoting or facilitating illegal activities;
2. Infringing upon or violating the intellectual property rights of ELITE or others;
3. Uploading, posting, emailing, or otherwise transmitting any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
4. Attempting to gain unauthorized access to the Website’s computer systems or engaging in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Website;
5. Using the Website to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
6. Using the Website to solicit personal information from minors or to harm, threaten, or harass another person or entity;
7. Using the Website to transmit or make available any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
8. Uploading, posting, emailing, or otherwise transmitting any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
9. Using any robot, spider, other automatic device, or manual process to monitor or copy any content of the Website without prior written permission;
10. Collecting or storing personal data about other users without their express permission.

This list of prohibited activities is not exhaustive and may be updated at any time without notice at the discretion of ELITE. The User’s failure to comply with these provisions may result in the termination of their access to the Website and may expose the User to civil and/or criminal liability.

Disclaimer of Warranties
The Website Owner provides the Website “as is,” without warranty of any kind, expressed or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, or non-infringement of intellectual property rights. The Website Owner does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Website or otherwise relating to such materials or on any sites linked to this site. The User acknowledges that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.

It is the User’s responsibility to ensure that any products, services, or information available through the Website meet the User’s specific requirements. This disclaimer of warranty constitutes an essential part of the Terms of Use.

Limitation of Liability
ELITE, as the Website Owner, shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Website Owner has been advised of the possibility of such damages), resulting from:

• The use or the inability to use the Website;
• The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Website;
• Unauthorized access to or alteration of your transmissions or content;
• Statements or conduct of any third party on the Website;
• Any other matter relating to the Website.

Furthermore, the Website and all content, products, and services included on or otherwise made available to you through the Website are provided on an “as is” and “as available” basis, without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose or non-infringement. ELITE’s liability shall be limited to the maximum extent permitted by law.

Indemnification
The User agrees to indemnify, defend, and hold harmless ELITE, its officers, directors, employees, agents, licensors, suppliers, and any third-party information providers to the Website from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of the Terms of Use by the User or any activity related to the User’s account (including negligent or wrongful conduct) by the User or any other person accessing the Website using the User’s account.

This indemnification obligation will survive the termination of the User’s relationship with ELITE or the User’s cessation of use of the Website.

Termination and Suspension
ELITE (“the Website Owner”) reserves the right, at its sole discretion, to terminate or suspend the User’s access to all or part of the Website, at any time, without notice, for any reason, including but not limited to, breach of these Terms of Use, upon request by law enforcement or other government agencies, or if the Website Owner discontinues or materially modifies the Website or any part thereof. The termination or suspension may be accompanied by the deletion of the User’s account and all related information and files in the User’s account, and/or barring further use of the Website services.

Upon termination or suspension, regardless of the reasons therefore, the User’s right to use the Website immediately ceases, and the User acknowledges and agrees that the Website Owner may immediately deactivate or delete the User’s account and all related information and files in the User’s account and/or bar any further access to such files or the Website. The User agrees that the Website Owner shall not be liable to the User or any third-party for any termination or suspension of the User’s access to the Website or for the deletion of the User’s account.

The User’s indemnification obligation survives the termination or suspension of these Terms of Use and/or the User’s use of the Website. Additionally, all provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Governing Law
This Agreement and any disputes arising out of or related to the Website or the Terms of Use (including disputes related to their interpretation, violation, invalidity, non-performance, or termination) shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. By using the Website, the User consents to the exclusive jurisdiction and venue of courts located in Collin County, Texas for all such disputes.

Dispute Resolution
In the event of any dispute, claim, question, or disagreement arising from or related to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures.

The arbitration shall be conducted in the English language and the arbitral decision may be enforced in any court. The prevailing party in any dispute resolved by arbitration shall be entitled to recover its attorneys’ fees and costs. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions) shall not be disclosed beyond the arbitral tribunal, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

Miscellaneous
This Miscellaneous section shall serve to address various provisions that are essential to the integrity and enforceability of the Terms of Use governing the use of the Website by the User. The provisions included herein are integral to the agreement between ELITE and the User and shall be construed to reflect the mutual intent of the parties.

Governing Law: The Terms of Use, and any dispute arising out of or in connection to the use of the Website, shall be governed by and construed in accordance with the laws of the jurisdiction in which ELITE has its principal place of business, without giving effect to any principles of conflicts of law.

Severability: If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from the Terms of Use, and the remaining provisions shall remain in full force and effect.

Amendment: ELITE reserves the right to amend these Terms of Use at any time and without prior notice to the User. Any amendments will be effective immediately upon posting to the Website. The User’s continued use of the Website following the posting of any amendments constitutes acceptance of those amendments.

Entire Agreement: These Terms of Use constitute the entire agreement between the User and ELITE regarding the use of the Website, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the User and ELITE with respect to the Website.

Waiver: The failure of ELITE to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by ELITE.