<img height="1" width="1" style="display:none" src="https://www.facebook.com/tr?id=1585317315055102&amp;ev=PageView&amp;noscript=1">
Menu

WEBSITE TERMS AND CONDITIONS

FOR THE SALE OF SIX MONTH SMILES’® PRODUCTS AND SERVICES

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS AND CONDITIONS (THESE “TERMS”) APPLY TO THE PURCHASE AND SALE OF SIX MONTH SMILES’ PRODUCTS AND SERVICES, INCLUDING SALES MADE THROUGH OUR WEBSITES https://www.sixmonthsmiles.com AND/OR http://www.6monthsmiles.com (COLLECTIVELY, THE “SITE”). BY PLACING AN ORDER FOR OUR PRODUCTS OR SERVICES OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THAT OPTION IS MADE AVAILABLE TO YOU ON OUR SITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS. THESE TERMS ARE ENTERED BY AND BETWEEN YOU (“PROVIDER” OR YOU”) AND SMS OPCO, LLC (“6MS”, “WE”, “OUR” AND “US”).

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM 6MS IF YOU (A) DO NOT AGREE TO THESE TERMS, OR (B) TO THE EXTENT YOU ARE PURCHASING PRODUCTS OR SERVICES FROM OUR SITE, ARE PROHIBITED FROM ACCESSING OR USING THE SITE OR ANY OF THE SITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

THESE TERMS ARE SUBJECT TO CHANGE WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN OUR SOLE DISCRETION. THE LATEST VERSION OF THESE TERMS WILL BE POSTED ON OUR SITE, AND YOU SHOULD REVIEW THESE TERMS PRIOR TO PURCHASING ANY PRODUCT OR SERVICES.

THESE TERMS ARE AN INTEGRAL PART OF THE WEBSITE TERMS OF USE THAT APPLY GENERALLY TO THE USE OF THE SITE. YOU SHOULD ALSO CAREFULLY REVIEW 6MS’ PRIVACY POLICY BEFORE USING THIS SITE OR ANY OF ITS FEATURES.


1. Introduction and Services
6MS has developed an approach to short term orthodontic treatment using fixed braces and tooth colored wires. 6MS has taken the best aspects of braces and modified the treatment and the materials to give adults a common-sense, cosmetic solution that fits their lifestyle.

6MS seminars train doctors, primarily general dentists, to help their patients and grow their practice through the offering of cosmetic short term orthodontic solutions utilizing the 6MS Patient Tray Kit, which includes a custom indirect bonding tray specially produced to the dentist’s specifications and the patient’s desired outcomes, as well as the supplies needed to perform the treatment from beginning to end. Set forth below is a description of 6MS products and services:

  1. Patient Tray Kits
    The standard Patient Tray Kit is fabricated based on the standard 6MS bracket placement protocols. Modifications as requested by Provider on the 6MS online script will be included to the degree possible given patient anatomy and based on the quality of impressions (PVS or digital) provided by Provider.  Deviations from protocol or from the provided script will be documented and provided to Provider with the completed Patient Tray Kit. A standard Patient Tray Kit does not include a treatment plan other than that which Provider has created for his/her own use in treating the patient.

  2. CONFIDEX™ Treatment Planning

    CONFIDEXis a computerized approximation of desired tooth movement for a specific patient, prepared by a specially trained orthodontist. CONFIDEX software results are simulated approximations based on the approved CONFIDEXtreatment plan and actual clinical results may vary. Provider must review the CONFIDEXtreatment plans thoroughly. Provider’s approval of the customized CONFIDEXtreatment plan is considered a prescription to 6MS and 6MS’ final authorization to manufacture the Patient Tray Kit. 6MS recommends that Provider delays extraction of any teeth until after approval of the CONFIDEX treatment plan, if medically feasible. CONFIDEX™ includes each of the following:

    Photo: Photo simulations are a computer generated-simulated image of the proposed final alignment of the teeth and not a guarantee of the treatment outcome. The actual results of treatment may differ from the photo simulation.

    3D Video: The CONFIDEX™ treatment video is an animated 3D representation of the patient’s proposed treatment plan and projected outcome. It is a tool to be used by Provider as part of Provider’s complete diagnosis and treatment of the patient. Results that may be achieved by using a portion or all of the CONFIDEX™ treatment plan will depend on Provider’s own examination and diagnosis of the particulars of the individual case.

    Patient Tray Kit: A Patient Tray Kit as outlined in Section 1.a is included with a CONFIDEX™ Case. Additional materials needed as advised in the treatment plan will need to be purchased separately.

  3. Retainers
    6MS offers two types of retainers, bonded lingual wire retainers and clear removable retainers. Both are fabricated based on the standard 6MS protocols. Modifications as requested by Provider on the 6MS online script will be included to the degree possible given patient anatomy and based on the quality of the impressions (PVS or digital) provided by Provider. Deviations from protocol or from the provided script will be documented and communicated to Provider prior to completion of the retainer. Retainers are not included in a standard Patient Tray Kit or CONFIDEX™ case.

  4. Tool and Supplies
    Tools and Supplies needed to carry out 6MS treatment are available for purchase in the 6MS Provider Resource Center.

  5. Seminars

    Unless otherwise agreed to by 6MS, 6MS’ treatment options and Patient Tray Kits are only available to currently licensed dentists and orthodontists who have attended a Level I 6MS Seminar course within the prior 24 months or who have attended a 6MS seminar course more than 24 months ago and have submitted a certain level of treatments within the prior 24 months determined by 6MS. 6MS treatment options are only available to dentists and orthodontists who have maintained their good customer standing with 6MS.

    6MS reserves the right to change the seminar location, instructor(s) or pricing at any time without notice.

  6. Continuing Education
    6MS is designated as an Approved PACE Program Provider by the Academy of General Dentistry. The formal continuing dental education programs of 6MS are accepted by the AGD for Fellowship, Mastership, and membership maintenance credit. Approval does not imply acceptance by a state or provincial board of dentistry of AGD endorsement.  The current term of approval and Provider ID information are available upon request by emailing seminars@sixmonthsmiles.com
2. Forum and Third Party Services

If Provider requires further guidance and support for treating a case or selecting possible 6MS cases, services are available through independent third parties, including 6MS Clinical Instructors and Mentors via the Six Month Smiles Forum (the “Forum”). If third party treatment planning services are used, the sharing of any records or medical information must adhere to, and it is Provider’s responsibility to ensure compliance with, the Six Month Smiles Forum Terms and Conditions and all applicable privacy and health laws and other relevant laws and regulations in the jurisdiction(s) in which Provider is licensed and practices, including, where applicable, the Health Insurance Portability and Accountability Act of 1996 and the General Data Protection Regulation (“GDPR”), and all amendments thereto. Provider’s compliance obligations for sharing patient data as part of third party treatment planning services include, where required by applicable law, patient consent or, where permissible, an alternative, legally valid mechanism by which to share patient data.

6MS assumes no liability or responsibility for treatment plans developed with a third party or the associated outcome of such third-party treatment planning services. Additionally, 6MS makes no warranty, guarantee, or representation as to the accuracy or sufficiency of the information or advice posted in the Forum, and 6MS assumes no responsibility or liability regarding the use or misuse of such information or advice. Any advice, pertaining to patient treatment or otherwise, given by a Clinical Instructor or Mentor is the personal opinion of that Clinical Instructor or Mentor and has not been reviewed, confirmed, or approved by 6MS. It is Provider’s responsibility to ensure that information or advice obtained through the Forum is correct, proper, and suitable either in general or for a particular patient. 6MS does not make any representations regarding the level of experience, competency, expertise, or qualifications of Clinical Instructor or Mentor who posts information or advice on the Forum and 6MS presents such information and advice only as a convenience to users of the Forum.


3. Payment

Provider shall purchase the products and services from 6MS at the prices set forth in the applicable purchase order, or, in the case of seminar fees, set forth in the applicable registration documentation. All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Provider. Provider shall be responsible for all such charges, costs and taxes; provided, that, Provider shall not be responsible for any taxes imposed on, or with respect to, 6MS’ income, revenues, gross receipts, personnel or real or personal property or other assets. Additional fees may apply if a shipping method is requested other than 6MS’ standard shipping procedure.

Unless otherwise agreed to by 6MS in writing, Provider shall pay 6MS for all products using a credit card at the time of purchase, and Provider must maintain a valid and current credit card on file for purposes of payment. If 6MS separately agrees with Provider for extended billing terms, Provider will receive invoices in paper and/or electronic format depending on the preferences communicated to 6MS.  The invoice date is the day the Patient Tray Kit or other product is shipped to Provider and payment will be due on the date indicated on the invoice. Late payments may result in delays to future shipments, or in extreme delinquencies, collection activities. 

Provider shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Provider shall reimburse 6MS for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which 6MS does not waive by the exercise of any rights hereunder), 6MS shall be entitled to suspend the delivery of any products if Provider fails to pay any amounts when due hereunder and such failure continues for ten days following written notice thereof.

6MS does not accept payments from patients, including payments in the patient’s name forwarded by Provider. When Provider approves a CONFIDEX treatment plan or submits an order for a Patient Tray Kit, Provider is the party responsible for payment to 6MS. Prices and other terms and conditions are subject to change by 6MS without prior notice (but will not be varied with respect to a particular order once such order has been placed).

Unless otherwise agreed to by 6MS in writing, all fees and costs will be charged in U.S. dollars, and 6MS will not be responsible for any foreign currency exchange fees.


4. Cancellations

  1. Seminars
    For all courses offered by 6MS, the following cancellation policy applies:

    We know you'll make every effort to attend the seminar, but if for some reason you can't, simply notify us 14 business days prior to the first day of the seminar and we'll transfer you to another seminar at no charge. You can select another seminar to attend within 1 year from the original seminar date you selected.

    If on the rare occasion (mostly likely due to weather) 6MS needs to cancel a seminar you may opt for either a full refund or transfer to another seminar. The seminar will not be cancelled if we are able to start by 1PM on the first day.

    Due to limited seating, if you have registered to re-attend a Level 1 Seminar at no cost there will be a $99 administrative fee if you do not attend without notifying us 14 business days prior to the first day of the seminar.

    6MS seminars are non-refundable. Seminar fees will be charged in USD and 6MS is not responsible for any foreign currency exchange fees. 6MS reserves the right to change the seminar location, instructor, or pricing without notice. The 6MS seminar cannot be transferred to another dentist.

  2. Patient Tray Kits and CONFIDEX™ Treatment Plans
    For Patient Tray Kits, once an order has been placed by Provider using the 6MS’ online order system, or other acceptable means at the discretion of 6MS, the order is considered binding. 6MS will accept cancellation of an order via verbal confirmation from Provider with cancellation fees as follows, depending on the status of production:

    i) No cancellation fee will apply provided 6MS has not received and started production on either a Standard or CONFIDEX™ Patient Tray Kit.
    ii) Full case price will be charged for cancellation after the brackets have been digitally placed and 3D models printed.
    iii) For a CONFIDEX™ Patient Tray Kit, if the case is found to be outside the scope of CONFIDEX™, no cancellation fee will be charged.
    iv) Full retainer price will be charged for cancellation if the retainer is in production.

    An order will be cancelled and a cancellation fee will be applied upon the first of the following to occur: (1) an order is cancelled by Provider at any time after Patient Tray Kit submission and prior to CONFIDEX™  treatment plan approval, or (2) the order has aged longer than 20 calendar days from the due date to one or more of the missing requirements (i.e., valid payment form, prescription form, missing or unacceptable impression(s), intra-oral scan(s) or photos), or (3) a CONFIDEX™  treatment plan is not approved within 30 calendar days from the first CONFIDEX™  treatment plan posting. The cancellation fee is immediately due from Provider and may be charged to the credit card on file, the provision of which constitutes approval to charge amounts due and owing to 6MS.

5. Shipping
Patient Tray Kits are manufactured and will be shipped to Provider within approximately ten business days of receipt of the impressions or approval of the CONFIDEX™ treatment plan if elected. 6MS will make reasonable efforts to contact Provider within four days of order receipt if the order submission is not complete or all materials are not received. Incomplete order submissions will result in delays in manufacturing and shipping of products.  Provider is deemed to have taken possession of shipped products immediately when they leave the control of 6MS, and Provider assumes all responsibility for damage to products in transit. Upon shipment, all Patient Tray Kits or retainers are non-returnable and fees non-refundable (other than where such items are damaged or defective due to a fault in manufacturing or handling by 6MS).

6. Records
Provider is responsible for securing all consent from patients required by law in order for records to be disclosed to 6MS in accordance with these Terms. For the avoidance of doubt, such consent should include approval for transmission of records to a jurisdiction outside of the United States or the European Economic Area.

6MS will comply with the applicable requirements of relevant laws, which may include obligations to provide personal information that 6MS holds about a patient to such patient on request by such patient. When 6MS processes personal data from EU patients, 6MS will comply with the EU patient’s additional data subject rights, including the rights of the patient over his or her data to:

  • correct or change outdated personal data;
  • object to, restrict, or limit processing of personal data;
  • request deletion of all or some personal data; and
  • request a portable copy of personal data.

Subject to applicable law, records submitted to 6MS become the property of 6MS and will not be returned to Provider. For cases shipped to 6MS from a US address, 6MS may choose to return material to the doctor. Records such as impressions and intra-oral scans require inspection, and 6MS may deem such records unacceptable. If deemed unacceptable, 6MS may request replacement records. 6MS will maintain physical materials such as impressions and study models only for a short time period, until they are discarded and/or archived at the discretion of 6MS.

Subject to applicable law, Provider authorizes 6MS to use records, including but not limited to, impressions and intra-oral scans, patient information, radiographs (x-rays), photographs and plaster or stone models for internal use, purposes of orthodontic or dental consultations, education and research purposes, publication in professional journals or use in professional collateral materials, provided such use does not include disclosure of a specific name, patient ID, address, or other personal information that would have the effect of specifically identifying Provider or the patient, unless the appropriate consents are obtained.

7. Patient Tray Kit and Ancillary Products Limited Warranty

Each party acknowledges that local, state and federal laws may imply certain conditions and warranties into these Terms and confer certain rights and remedies on Provider that cannot be excluded or modified (“Rights”). Nothing in this Section or otherwise in these Terms excludes or modifies any of those rights if to do so would contravene such rights or make any part of these Terms void.

6MS WARRANTS THAT ALL PATIENT TRAY KITS AND THEIR CONTENTS, RETAINERS, TOOLS AND ANCILLARY SUPPLIES ARE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP WHEN USED PROPERLY IN THE APPLICATIONS FOR WHICH THEY WERE INTENDED. 

EXCEPT AS PROVIDED IN THIS SECTION, 6MS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO 6MS TREATMENT OPTIONS AND/OR PRODUCTS OR SERVICES OR THE OUTCOME OF TREATMENT WITH SUCH TREATMENT OPTIONS AND/OR PRODUCTS OR SERVICE. SIX MONTHS SMILES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY OTHER IMPLIED WARRANTIES.

Where 6MS (i) cannot exclude any express or implied condition or warranty or Rights, or (ii) the Patient Tray Kit fails to conform to the warranty in this Section, then 6MS’ sole and exclusive liability (other than in circumstances where by law, liability cannot be limited) and Provider’s sole and exclusive remedy is, at the sole discretion of 6MS, (a) to repair or replace the products or (b) to pay the cost of having those products repaired or replaced.

No representative, employee or agent of 6MS is authorized to incur warranty obligations on behalf of 6MS or modify the limitations set forth herein.

THESE WARRANTIES ARE VOID IF THE PATIENT TRAY KIT, RETAINERS, OR OTHER PRODUCTS OR SERVICES HAVE BEEN MISUSED, MODIFIED OR HAVE BEEN USED IN COMBINATION WITH OTHER THIRD-PARTY PRODUCTS. NO WARRANTY IS MADE REGARDING THE OUTCOME OF ANY TREATMENT USING THE PRODUCTS OR ANY COMBINATION OF 6MS PRODUCTS OR SERVICES WITH THIRD-PARTY PRODUCTS.

Returns, complaints, or other feedback on 6MS products or services should be directed to the Customer Experience Department at 1-866-957-7645 or customercare@sixmonthsmiles.com for authorization to return for inspection and determination of replacement.

8. Provider Responsibility and Product Usage
6MS is not a provider of medical, dental or health care services and does not and cannot practice medicine, dentistry or give medical advice. 6MS offers services containing factual advice and documentation for use by Provider in creating or evaluating the effectiveness of a proposed treatment plan and/or use of a Patient Tray Kit. The services are not a substitute for dental or medical advice, and Provider has the sole responsibility for evaluating whether a treatment plan is appropriate for a specific patient. Following digital treatment planning guidance does not guarantee a successful or safe outcome. Individual results may vary and conditions may become apparent that warrant additional or alternative treatment that deviate from the treatment plan. In some cases, additional dental procedures may be necessary to complete treatment. 6MS does not make any guarantees or assurances concerning the outcome of any treatment and assumes no liability or responsibility for treatment plans. It is Provider’s responsibility to adhere to relevant state, national, and local laws and regulations and any professional obligations regarding patient care or otherwise.

In certain, but rare, circumstances, 6MS may not be able to adhere to the specifications of a treatment guidance plan or Provider prescription. In those situations, 6MS will not initiate, edit or modify a patient’s treatment guidance plan nor modify Provider’s prescription unless otherwise noted by 6MS on a Lab Deviation Form, which will be returned to Provider with the completed case.

6MS may, from time to time, provide information or recommendations to Provider or Provider’s personnel; however, 6MS will not control or pressure Provider in the exercise of Provider’s professional judgment. Decisions about treatment of a patient are to be made by Provider, and Provider is solely responsible for review and approval of treatment plans to determine whether 6MS products and/or treatment options are appropriate for a specific patient, use or application, diagnosis and/or treatment of each patient, and the resulting outcome. Some 6MS products and/or treatment options offerings incorporate default or preset treatment staging protocols, which are accepted by the Provider as part of Provider’s prescription when submitting an order to which these protocols apply. Information about treatment staging protocols can be accessed via the 6MS doctor site at time of order submission. It is within Provider’s sole discretion to implement any of 6MS’ recommendations, including but not limited to proceeding with order submission. Each order is subject to acceptance by 6MS, and will become a binding contract only if accepted by 6MS.

9. Terms and Conditions Addendum
There Terms are supplemented by the Terms and Conditions Addendum (“Addendum”), which is subject to and shall incorporate by reference the provisions of these Terms.  Further, the Addendum is incorporated into and becomes part of the Terms and is effective upon execution of the Terms. The Addendum shall remain in force for the duration of these Terms.

The Addendum describes Provider’s obligations for participating in the LendingClub Patient Solutions Program.  By accepting these Terms, Provider hereby accepts and agrees to comply with the terms of the Addendum as incorporated herein.  Provider further acknowledges and agrees that failure to comply with the terms of the Addendum will constitute a breach of these Terms.

In the case of a conflict between or among any provisions in these Terms and the Addendum, the provisions of the Addendum shall control with respect to such conflict.

10. Additional Terms
Provider hereby acknowledges and agrees that these Terms incorporate by reference the 6MS Privacy Policy [HYPERLINK], Website Terms of Use [HYPERLINK] and Six Month Smiles Forum Terms and Conditions [HYPERLINK] (collectively, the “Additional Terms”), including all revisions, updates, and additions to such Additional Terms.  By accepting these Terms, Provider hereby accepts and agrees to these Additional Terms.

11. Liability
OTHER THAN LIABILITY REFERRED TO IN THE FOLLOWING PARAGRAPH, IN NO EVENT WILL 6MS TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY THEORY OF LAW EXCEED THE SUM OF FEES PAID OR PAYABLE BY DOCTOR FOR SUCH 6MS PRODUCT OR SERVICES.  THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT EXPAND SUCH LIMIT. IN NO EVENT WILL 6MS, ITS LICENSORS OR SUPPLIERS BE LIABLE TO DOCTOR OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHER CAUSE OR THEORY WHATSOEVER (INCLUDING NEGLIGENCE, DELAY IN DELIVERY, INJURY TO REPUTATION, GOOD WILL, ETC.), WHETHER OR NOT 6MS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  IN NO EVENT WILL 6MS, OR ANY OF ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

The following claims against 6MS and its employees, agents, contractors, officers or directors are hereby waived by Provider: (i) claims based on the failure of 6MS products to achieve a successful or desirable outcome; and (ii) injury to a patient, either alone or in combination with other treatment appliances.

12. Indemnification
Provider agrees to indemnify, defend and hold harmless 6MS and its past, present and future officers, directors, members, employees, agents, assigns, attorneys, contractors, service providers, licensors, insurers and successors in interest against and from any and all claims, causes of action, damages, injuries, debts, liabilities, losses, obligations, payments, costs, expenses, demands, and other requests for relief, compensation or remuneration of any kind, description or nature whatsoever (collectively, “losses”), related to, pertaining to or arising from:

i) Provider’s breach of or failure to abide by any term of these Terms;

ii) Any incorrect information provided to 6MS, including information generated or provided via CONFIDEX™, or any failure to timely provide 6MS with any information it requests from Provider or Provider’s dental practice;

iii) Any incorrect information, including specific case or treatment plan opinions or recommendations, provided by other Providers and doctors via the Forum; or

iv) 6MS’ provision of or failure to provide products or services to Provider, unless such provision of or failure to provide such products or services was due to 6MS’ negligence or recklessness.

13. Confidential Information and Privacy
All non-public, confidential or proprietary information of 6MS, including but not limited to specifications, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by 6MS to Provider, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized in advance by 6MS in writing. Upon 6MS’ request, Provider shall promptly return all documents and other materials received from 6MS. 6MS will be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Provider at the time of disclosure; or (c) rightfully obtained by Provider on a non-confidential basis from a third party.

The collection, use, and disclosure of personal data, including personal data from former, current, or prospective Providers and patients, is governed by the Privacy Policy of Six Months Smiles (available at https://providers.6monthsmiles.com/pages/privacy_policy.aspx ). Before sharing personal data of patients with 6MS or via the Forum, Providers must comply with all applicable privacy and health laws, including obtaining patient consent or another legally valid means under applicable law to disclose patient data to 6MS.

These Terms and Conditions incorporate the 6MS Data Processing Agreement (DPA) when the GDPR applies to Provider use of the 6MS services to process patient data (as defined in the DPA). 6MS may only change the DPA when required to do so to comply with applicable laws, regulations, court order, or guidance issued by a government regulator or agency, where such change is expressly permitted by the DPA or where such change is commercially reasonable, does not degrade of the overall security or privacy protections of 6MS, does not change the data processing nature, scope, or instructions contained in the DPA, or does not otherwise have a material adverse impact on Provider rights under the DPA.

14. Trademark Usage
Subject to these Terms, 6MS grants to Provider limited and personal (non-transferable or sub-licensable) permission to use the 6MS trademark and certain other 6MS trademarks identified and approved for use in marketing 6MS products and/or services. 6MS’ trademarks may be used by Provider only in connection with Provider’s provision of 6MS products.  Any use of 6MS’ trademarks by Provider and any associated goodwill inures to the benefit of 6MS, and Provider acknowledges that 6MS remains the sole owner of all right, title and interest in the 6MS trademarks. 6MS has the right to monitor the quality of Provider’s services provided in connection with 6MS trademarks and may, in 6MS’ sole discretion, terminate Provider’s permission to use 6MS trademarks at any time. Provider must abide by guidelines set forth in the 6MS Trademark License Agreement.

15. Marketing
6MS may, but is not required, to include Provider in co-marketing or lead generating tools such as the “Find a Doctor” web-based locator. 6MS retains sole discretion over all aspects of the “Find a Doctor” web-based locator, including but not limited to, inclusion, designations, and order of placement and removal of doctors. By the way of these Terms, Provider authorizes 6MS to send programs, training, event, sales and marketing promotions and materials, surveys or other information related to the 6MS products to the Provider’s office via facsimile, email, and other means unless the Provider has indicated otherwise in writing to 6MS.

16. Force Majeure
6MS will not be deemed to be in breach of these Terms for any failure or delay in performance caused by or results from reasons beyond its reasonable control, if 6MS makes reasonable efforts to perform.

17. Governing Law and Jurisdiction
These Terms will be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to these Terms or 6MS products and services will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding; provided, however, upon the election of the parties, the parties may submit any dispute and other matter in question arising out of, or relating to these Terms or the performance thereof, to binding arbitration.

18. Export
6MS’ products and services that are purchased by Provider under these Terms may only be used by Provider within the country of purchase and may not be exported or re-sold. Provider agrees to comply with all export laws, restrictions, statutes, agreements and regulations of the local government, its agencies, bureaus, and authorities. Provider will not provide, transfer, sell or otherwise make available the product or services or related technology in violation of any such laws. The products and services are for intended use in the country where Provider is licensed to practice and to where the product was shipped, per the request of the Provider, by 6MS.

Products and services purchased from 6MS may be controlled for export purposes by export regulations, including but not limited to, the Export Administration Act of 1979 (50 U.S.C. 2401-2410), the Export Administration Regulations promulgated thereunder (15 C.F.R. 768-799), the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations.

19. Independent Contractors
It is the mutual intent of the parties to these Terms that Provider, Provider’s employees, agents, and other representatives are not employees, agents, joint ventures, or partners of 6MS. Nothing contained in these Terms will be interpreted or construed to create or establish an employment relationship between the parties. Neither party is granted any express or implied right or authority by the other party to assume or create any obligation or responsibility on behalf of or in the name of the other party, or to bind the other party in any manner whatsoever.

20. No Waiver
The failure of either party at any time to require performance by the other party of any provision will not affect in any way the full right to require such performance at any time thereafter.

21. Severability
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, such provision will be changed by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms will remain in full force and effect.

22. Termination and Modification; Survival
6MS reserves the right to cancel these Terms, refuse an order of product or revoke the certification of a Provider for any reason at any time. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms including, but not limited to, the following Sections: Section 8 (Provider Responsibility and Product Usage), Section 11(Liability), Section 12 (Indemnification), Section 13 (Confidential Information and Privacy) and Section 17 (Governing Law), and this Section.

23. Assignment; Third Party
Provider will not assign any of his/her rights or delegate any of his/her obligations under these Terms without the prior written consent of 6MS. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Provider of any of its obligations under these Terms. These Terms are not intended to confer any rights or remedies against 6MS upon any person other than Provider.

24. Notice
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section):

If to Provider, the address provided to 6MS on Provider’s most recent purchase order.

If to 6MS:
6270 Morning Star Drive, Suite 120
The Colony, TX 75056
Attention: President and Chief Executive Officer

25. Entire Agreement
These Terms, together with 6MS’ Additional Terms, Addendum, and DPA, and all applicable sales orders, set forth the entire agreement and understanding of the parties with respect to the subject matter covered and supersede all prior letters of intent, agreements, covenants, arrangements, communications, warranties or representations, whether oral or written, by any officer, employee, or representative of 6MS relating thereto. These Terms prevail over any conflicting or additional terms of any quote, order, invoice or other communication.

 

TERMS AND CONDITIONS ADDENDUM – SMS OpCo, LLC 6MS SIGN AND SMILE PROGRAM

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT APPLY TO YOU.  PLEASE READ IT CAREFULLY. 

THIS ADDENDUM TO TERMS AND CONDITIONS (thIS “ADDENDUM”) SUPPLEMENTS THE TERMS AND CONDITIONS FOR THE SALE OF SIX MONTH SMILES’ PRODUCTS AND SERVICES (THE “TERMS AND CONDITIONS OF SALE”).  tERMS USED BUT NOT OTHERWISE DEFINED IN THIS ADDENDUM HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM (IF ANY) IN THE TERMS AND CONDITIONS OF SALE. 

SMS OPCO, LLC (“6MS”, “WE”, “OUR” AND “US”) HAS ENTERED INTO AN AGREEMENT WITH SPRINGSTONE FINANCIAL, LLC, PURSUANT TO WHICH SPRINGSTONE FINANCIAL, LLC WILL ARRANGE FOR FINANCING OF DENTAL TREATMENTS UTILIZING 6MS PRODUCTS AND SERVICES FOR CONSUMERS MEETING SPRINGSTONE’S CREDIT REQUIREMENTS (THE “6MS Sign and Smile PROGRAM”). tHIS ADDENDUM applIES to A PROVIDER’S PARTICIPATION IN the 6MS Sign and smile Program.

BY PLACING AN ORDER FOR OUR PRODUCTS OR SERVICES THAT IS ANTICIPATED TO BE PAID IN WHOLE OR IN PART FROM PROCEEDS PROVIDED BY THE 6MS SIGN AND SMILE PROGRAM OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THAT OPTION IS MADE AVAILABLE TO YOU ON OUR SITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS. These Terms are entered by and between you (“PROVIDER” or You”) and US.

YOU WILL NOT BE ABLE TO RECEIVE PAYMENT UNDER OR IN CONNECTION WITH THE 6MS SIGN AND SMILE PROGRAM IF YOU DO NOT AGREE TO THIS ADDENDUM.

THIS ADDENDUM IS subject to change without prior written notice at any time, in our sole discretion. The latest version of THIS ADDENDUM will be posted on our Site, and you should review THIS ADDENDUM prior to purchasing any product or services THAT ARE TO BE PAID FOR, IN WHOLE OR IN PART, WITH PROCEEDS FROM the 6MS SIGN AND SMILE PROGRAM.

1. Definitions
In addition to the terms defined within this Addendum, the following bolded terms shall have the following meanings, unless the context requires otherwise:

  • “Account” means the account or accounts designated by Provider for the deposit of Treatment Payments and for other purposes set forth in this Addendum.
  • “Applicable Laws” means all applicable laws of any jurisdiction, including banking laws, consumer credit laws, consumer privacy laws, truth-in-lending laws, securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs and orders or like actions of any Competent Authority and the rules, regulations, orders, interpretations, licenses and permits of any Competent Authority.
  • “Borrower” means any person who applies for and obtains a Loan from Springstone Financial LLC under the 6MS Sign and Smile Program.
  • “Competent Authority” means any federal, state, county, local or municipal governmental or quasi-governmental body, bureau, commission, board, board of arbitration, instrumentality, authority, agent, court, department, inspectorate, official or public or statutory person (whether autonomous or not) having jurisdiction over this Addendum, any Provider or any of the parties to this Addendum.
  • “Loan” means a loan or other financing transaction made by Springstone Financial LLC as a part of the 6MS Sign and Smile Program.
  • “Treatment Payments” means the funds disbursed by 6MS to a Provider for Services provided to a Patient.
  • “Patient” means an applicant, Provider or patient of a Provider who is seeking to obtain or use a Loan for purchase(s) of Services from Provider.
  • “Provider” means an entity providing dental goods and/or Services that has entered into this Addendum.
  • “Services” means any procedure involving the Six Month Smiles System requested by a Patient and agreed to by the Provider, the payment for which is funded in whole or in part by a Loan, including all materials and services rendered in support of the Services.

“Lender” means the entity arranging financing under the brand name Springstone Financial LLC


2. Participation in 6MS Sign and Smile Program
To participate in the 6MS Sign and Smile Program, Provider acknowledges and agrees to the following terms:

  1. Payment. Provider will provide 6MS with a copy of a voided check or a letter from Provider’s depository institution (on such institution’s stationery) that confirms the Automated Clearing House routing and account number of the Account that will receive the Loan Proceeds deposits and debit funds to the extent provided for in this Addendum.  Provider hereby authorizes 6MS (i) to deposit Loan Proceeds on Provider’s behalf to the 6MS account and to disburse such funds via electronic transfer to Provider’s Account and (ii) to debit Provider’s Account for any amounts due (with respect to refunds) as provided under Section 1.f. of this Addendum or for amounts paid by 6MS to Provider (A) with respect to any person who is not a Borrower or a Patient of the intended Provider or (B) is in excess of the sum of the amount due to Provider with respect to Services financed via the 6MS Sign and Smile Program.

  2. Notice of Change in Provider Business Practices. As soon as reasonably practicable following the occurrence thereof, Provider shall notify 6MS of any of the following: (i) the commencement or filing of any material complaint or investigation of, or the imposition of any fine, penalty or other sanction against Provider by any Competent Authority regarding the 6MS Sign and Smile Program or (ii) any change in a Provider’s business practices (including a breach by Provider of the Terms and Conditions of Sale or this Addendum or or any complaint or regulatory action against such Provider) that would reasonably be expected to have a material adverse effect on this Addendum or Provider’s eligibility and/or ability to participate in the 6MS Sign and Smile.

  3. Financial Institution Compliance and Fees. Provider will comply with any rules and regulations its financial institutions, and any other applicable institutions, organizations, or agencies, require for authorized electronic funds transfers. Provider is responsible for any and all fees charged by its financial institution associated with the transactions authorized herein.

  4. Refunds. For any refunds requested by any Patient or Borrower, Provider may determine the amount in accordance with the Provider’s normal refund policy, which refund policies shall be clearly disclosed by the Provider to its Borrowers or Patients and shall reflect in good faith a reasonable refund or pro-ration based on the Services rendered.

  5. Marketing. Provider will make the 6MS Sign and Smile Program available to Patients and Borrowers regardless of race, color, sex, age, disability, religion, national origin or marital status. Provider agrees that any disclosures by Provider to Patients concerning the 6MS Sign and Smile Program are provided in a manner consistent with this Addendum and any additional instructions provided to Provider in writing in accordance with this Addendum. Provider shall promote and make the 6MS Sign and Smile Program available only as authorized by 6MS and shall make available to Patients with whom it has contact with respect to the 6MS Sign and Smile Program, only those promotional materials, approved copy and forms provided by 6MS.

  6. No Additional Fees. Provider will not charge Patients or Borrowers any additional or higher fees than such Patient or Borrower would have been charged if they had not become involved in the 6MS Sign and Smile Program.

  7. Compliance. Provider shall comply with any communicated rules, procedures, policies, or other requirements for participation in the 6MS Sign & Smile Program and all Applicable Laws and shall insure that any applicable personnel of Provider who will be involved in the Program comply with the same rules, procedures, policies or other requirements, including, if necessary, 6MS Sign and Smile Program training, and all Applicable Laws.


3. Cooperation and Dispute Resolution

  1. Cooperation. Provider will cooperate with any reasonable request by 6MS, Lender, and/or the Banks, as applicable, regarding a 6MS Sign and Smile Program-related: (i) complaint, (ii) investigation, (iii) audit, transaction/settlement or refund issue, or (iv) other matter requiring information gathering (and related actions) requested of it by the other party in writing, regardless of whether the subject of same is initiated by 6MS, Lender, a Bank, a Borrower, a Patient, another dentist, or any regulatory body or other Competent Authority.

  2. Documentation and Records. Provider will keep and maintain at its place of business appropriate books and records relating to its activities under this Addendum for at least five (5) years after their creation or for so long as legally required. Provider shall provide any documentation requested in writing by 6MS that is reasonably necessary for the implementation and operation of the 6MS Sign and Smile Program.

  3. Disputes. If any dispute arises between Provider and a Patient or Borrower regarding goods, services or a refund, Provider shall immediately notify 6MS in writing and investigate and make a good faith effort to resolve such dispute. If necessary, and at 6MS’s discretion, Provider agrees to cooperate with 6MS to resolve such disputes.

4. Data Privacy and Security

  1. Borrower and Patient Information. Provider shall only use Borrower or Patient information collected in relation to the 6MS Sign and Smile Program to exercise the rights and perform the obligations in the Terms and Conditions of Sale and this Addendum and as permitted by Applicable Law; provided, however that Borrower and Patient information otherwise legally obtained by Provider from Patients may be retained in whatever format it was provided outside of the 6MS Sign and Smile Program. Provider will take reasonable and appropriate steps to protect such records and information.

  2. Security. Provider shall establish technical and organizational controls to protect Borrower and Patient information under the 6MS Sign and Smile Program from any unauthorized access, use, or disclosure or violations of applicable privacy, security or other laws, rules and regulations. Without limiting the foregoing, such controls shall (i) ensure the security and confidentiality of Borrower and Patient information, (ii) protect against any threats or hazards to the security and integrity of Borrower and Patient information, and (iii) protect against any unauthorized access to or use of Borrower and Patient information.

5. Representations, Warranties and Other Covenants
Provider represents, warrants and covenants to 6MS that:

  1. Provider is in good standing with all licensing and accrediting authorities applicable to Provider’s practice(s) and is, and at all times shall remain, fully authorized, certified and/or licensed to perform as required under the terms of the Terms and Conditions of Sale and this Addendum;

  2. Provider has the power and authority to enter into the Terms and Conditions of Sale and this Addendum, including the performance by Provider of the transactions contemplated herein, and do not require any consent or other action by or in respect of, or filing with, any third party or any Competent Authority, and do not contravene, violate or conflict with, or constitute a default under, any provision of Applicable Law or under any governing documents, charter or bylaw, or any agreement, judgment, injunction, order, decree or other instrument binding on Provider;

  3. Provider has and shall continue to maintain insurance coverage of such types and in such amounts as are customary and appropriate for its industry;

  4. Provider shall promptly notify 6MS of any lawsuit filed against it alleging malpractice or has any adverse action taken with respect to any license to practice or accreditation; and

  5. Provider has, and will continue to have for the duration of the Provider’s relationship with 6MS, adequate administrative, technical, and physical safeguards to ensure the security and confidentiality of Borrower and Patient information, including protecting against unauthorized access, use, and disclosure.

6. Suspension Rights
6MS reserves the rights to suspend Provider’s participation in the 6MS Sign and Smile Program for any or no reason at any time.

7. Indemnification
Without limiting any of Provider’s obligations under the Terms and Conditiosn of Sale, Provider agrees to indemnify, defend and hold harmless SMS OpCo LLC and its past, present and future officers, directors, members, employees, agents, assigns, attorneys, contractors, service providers, licensors, insurers and successors in interest against and from any and all claims, causes of action, damages, injuries, debts, liabilities, losses, obligations, payments, costs, expenses, demands, and other requests for relief, compensation or remuneration of any kind, description or nature whatsoever (collectively, “losses”), related to, pertaining to or arising from (a) Provider’s breach of or failure to abide by any term of these Terms; (b) any actual grossly negligent act or omission or willful misconduct of Provider or any of its respective directors, officers, managers, employees, agents or assigns (in each case, acting in their respective capacities as such) in connection with the entry into or performance of this Addendum; (c) any violation of or failure to comply with Applicable Law Compliance Information; or (d) any dispute between 6MS and the Providers with respect to the 6MS Sign and Smile Program.

8. Entire Agreement
This Addendum supplements the Terms and Conditions of Sale.  Except as expressly modified by this Addendum, the terms and provisions of the Terms and Conditions of Sale are ratified and confirmed.  The Terms and Conditions of Sale, as modified and supplemented, shall continue in full force and effect and shall continue to be legal, valid, binding and enforceable in accordance with their terms.  Further, any references to the “entire agreement” in the Terms and Conditions shall be deemed to include this Addendum.

 

6MS-GDPR-002 Website Terms and Conditions RevA