Terms and Conditions

Precision Align, LLC General Terms & Conditions

These terms and conditions ('Terms and Conditions') constitute a binding agreement

between You (as defined herein) and Precision Align, LLC, or one of its subsidiaries, as

applicable ("we"/"us"/"Precision Align"). You and Precision Align are each referred to

herein as a "Party" and collectively as the "Parties".

1. INTRODUCTION

These Terms and Conditions apply to contracts between Precision Align and any

customer ("You" or "our Customer" or "Customer") for purchases of product(s)

("Product(s)" or "Orthodontic Devices") and/or related services ("Services"), except

where we have expressly otherwise agreed in writing. These Terms and Conditions

govern the relationship between Precision Align and You from the time that You first

access our systems, use any software or otherwise engage with our personnel, whether

to place an order for Products ("Customer Orders"), or to provide patient information for

the purpose of placing such orders, or to obtain access to Precision Align branding or

marketing materials. By accessing the system and any material of Precision Align or by

placing an order with us, you agree to be bound by these Terms and Conditions.

2. FEES (subject to change without notice)

Refinements:  

$99 processing and design fee for refinement 1 + per aligner fee + shipping.

$199 processing and design fee for refinement 2 + per aligner fee + shipping.

$699 processing and design fee for refinement 3 + per aligner fee + shipping.

$899 processing and design fee for refinement 4 + per aligner fee + shipping.

$299 additional fee to any of the above for evidence of patient non-compliance.

Retainers:

2 sets U/L $250 + Shipping.

4 sets U/L $399 + Shipping.

Aligner Fee: 

$15 per aligner. 

Shipping Fee: 

$35 per shipment.

3. CANCELLATIONS AND REFUNDS

All sales are final. If an order is cancelled for any reason, it will be at Precision Align's

discretion whether to credit or refund any portion of the fees paid for that order based

upon the services and materials commitment through the date of cancelation.

4. REPRESENTATIONS

i. You represent and warrant to us that

ii. You are licensed to practice dentistry and/or orthodontics in the location(s)

where, and at all times during which, treatment is being provided, and you

conduct your practice in accordance with:

iii. all dental laws, regulations and standards of care in effect and applicable to

your practice location(s);

iv. You have all the necessary training and expertise to treat patients using our

products and Orthodontic Devices;

v. Your use of our products or Orthodontic Devices will be in accordance with all

applicable medical and dental standards and in compliance with our

Instructions for Use; and

vi. You have properly explained the products and Orthodontic Devices to your

patients before starting treatment.

vii. You have obtained the appropriate patient consent before starting treatment,

including disclosure that You may share their medical records with third

parties in order to facilitate treatment at your direction.

5. LIMITATION OF LIABILITY

IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY

LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN

VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL,

EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS

OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT

WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND

NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY

UNDERSTAND AND AGREE THAT PRECISION ALIGN SHALL NOT BE LIABLE FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY

DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF

PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES

(EVEN IF PRECISION ALIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

i. THE USE OR THE INABILITY TO USE THE GOODS OR SERVICES OF PRECISION ALIGN;

ii. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND

SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR

SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED

INTO THROUGH OR FROM PRECISION ALIGN

iii. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

iv. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ASSOCIATED WITH PRECISION ALIGN, ITS SERVICES OR ITS GOODS;

v. ANY OTHER MATTER RELATING TO THE PROFESSIONAL SERVICES OR PRECISION ALIGN, OR ITS SERVICES OR GOODS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ALSO AGREE THAT

PRECISION ALIGN WILL NOT BE LIABLE FOR ANY INTERRUPTION OF BUSINESS,

ACCESS DELAYS, OR ACCESS INTERRUPTIONS TO THE PRECISION ALIGN

SERVICES OR THE WEB SITE(S) YOU ACCESS THROUGH THE PRECISION ALIGN

PLATFORM, DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION

OR OTHER MODIFICATION, AND ANY EVENTS BEYOND PRECISION ALIGN'S REASONABLE CONTROL.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND

AND AGREE THAT PRECISION ALIGN'S MAXIMUM AGGREGATE LIABILITY

(WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR UNDER

ANY OTHER FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER

ARISING OR CAUSED, SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID TO PRECISION ALIGN BY YOU.

6. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Precision Align 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, attorneys' 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. use of products sold by Precision Align;

ii. any breach of or failure of you to abide by any agreement with Precision Align;

iii. any breach or alleged breach of any representations or warranties made by you or any incorrect

iv. information provided by you or your patient;

v. our provision of or failure to provide products or Orthodontic Devices to you, unless the provision of or failure to 

provide such products or Orthodontic Devices 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 above. You have the right and obligation to

assume the defense of any Claim with counsel chosen by you and reasonably

acceptable to Precision Align provided that counsel separately chosen by Precision

Align may participate in the defense of the Claim with counsel chosen by you, at our

expense. You will not have the right to assume the defense of a Claim made against

both Precision Align and you if counsel for Precision Align advises in writing that a

conflict in interest between Precision Align and you would under applicable ethical

principles preclude a single counsel or firm from defending both Parties.

7. WARRANTIES AND DISCLAIMER

Precision Align offers consulting services and opinions for Orthodontic Devices and

does not provide definitive medical or dental advice. You agree that you shall be solely

responsible for all medical and dental care associated with the Orthodontic Devices and

their use with patients. From time to time, Precision Align may provide feedback

regarding its services, products, and processes, including Orthodontic Devices, in

connection with order fulfillment and customer satisfaction; however, the sole

responsibility for any medical or dental advice shall be on the associated professional

and nothing that Precision Align communicates, states, or suggests can be relied upon

as medical or dental advice.

Precision Align warrants 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.

PRECISION ALIGN DOES NOT GUARANTEE ANY TREATMENT OUTCOME,

INCLUDING A SUCCESSFUL TREATMENT OUTCOME. EXCEPT AS EXPRESSLY

PROVIDED IN THIS SECTION, PRECISION ALIGN MAKES NO WARRANTY

WHATSOEVER WITH RESPECT TO THE ORTHODONTIC DEVICES, INCLUDING ANY:

i. WARRANTY OF MERCHANTABILITY;

ii. WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;

iii. WARRANTY OF TITLE;

iv. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW,

COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

Products manufactured by a third party ("Third Party Product") may constitute, contain,

be contained in, incorporated into, attached to or packaged together with, the Goods.

Third Party Products are not covered by any warranty herein.

For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR

WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY

i. WARRANTY OF MERCHANTABILITY;

ii. WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;

iii. WARRANTY OF TITLE;

iv. WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY

RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF

TRADE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

PRECISION ALIGN MAKES NO WARRANTY OF ANY KIND AS TO ANY SERVICES

OR DESIGNS OR THE ORTHODONTIC DEVICES RESULTING THEREFROM,

WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND

SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR

NON-INFRINGEMENT.

Precision Align shall not be liable for a breach of the warranties set forth herein unless:

i. you give written notice of the defective Orthodontic Devices, as the case may

be, reasonably described, to Precision Align within ten (10) days of the time

when you discover or ought to have discovered the defect;

ii. if applicable, Precision Align is given a reasonable opportunity after receiving

the notice of breach of the warranty set forth herein to examine such

Orthodontic Devices and you (if requested to do so by Precision Align) returns

such Orthodontic Devices to Precision Align's place of business at Precision Align's cost for the examination to take place there;

iii. Precision Align reasonably verifies your claim that the Orthodontic Devices are defective.

The Precision Align shall not be liable for a breach of the warranty set forth herein if:

i. you make any further use of such Orthodontic Devices after giving such notice;

ii. the defect arises because you failed to follow Precision Align's oral or written

instructions as to the storage, installation, commissioning, use or maintenance of the Orthodontic Devices;

iii. you alter or repair such Orthodontic Devices without the prior written consent of Precision Align.

With respect to any such Orthodontic Devices to which an applicable warranty applies

hereunder, Precision Align shall, in its sole discretion, either:

i. repair or replace such Orthodontic Devices (or the defective part);

ii. credit or refund the price of such Orthodontic Devices at the pro rata contract rate provided that, 

if Precision Align so requests, you shall, at Precision Align's expense, return such Orthodontic Devices to Precision Align.

You are completely and solely responsible for all content and information provided to

Precision Align, as well as for all finished designs, images or other information provided

which Precision Align will provide to you and/or any suppliers, manufacturers or

clinicians of Orthodontic Devices. For the avoidance of any doubt,

i. if you are a prescribing clinician, you are solely responsible for viewing and approving the resulting designs and Orthodontic Devices

ii. if you are not the prescribing clinician, you are solely responsible for ensuring that the resulting designs and Orthodontic Devices meet any and all requirements of the clinician associated with the delivery and use of the Orthodontic Devices.

Precision Align makes no warranties or representations to you, or to any of your users

or any third party(ies) regarding the accuracy of any information provided to Precision

Align and the resulting designs and Orthodontic Devices produced by Precision Align,

nor does Precision Align make any warranties or representation as to the Orthodontic Devices produced therefrom.

THE REMEDIES SET FORTH IN THIS SECTION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY AND PRECISION ALIGN'S 

ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH HEREIN.

Under no circumstances and notwithstanding anything herein to the contrary, Precision Align shall not be liable for:

i. any defects that are caused by neglect or misuse of the Orthodontic Devices by you, the patient,

ii. or any third party;

iii. any defects that are caused by a third party, including (but not limited to) a patient's improper

iv. use of any Orthodontic Devices;

v. any Orthodontic Devices that have been altered or modified in any way by a third party;

vi. any Orthodontic Devices being used in combination with other third-party products;

vii. any defects or problems that result from errors in or due to information that you submitted to Precision Align;

viii. any unwanted outcomes, complications, or extra expenses incurred by the 

patient or the treating doctor arising from using Precision Align's product.

8. INSURANCE

You shall, at your own expense, maintain and carry insurance in full force and effect

which includes, but is not limited to, commercial general liability (including product

liability) in a sum no less than $5,000,000 USD with financially sound and reputable

insurers. Upon Precision Align's request, you shall provide Precision Align with a

certificate of insurance from your insurer evidencing the insurance coverage specified in

these Terms and Conditions. You shall provide Precision Align with thirty (30) days';

advance written notice in the event of a cancellation or material change in your

insurance policy. Except where prohibited by law, you shall require its insurer to waive

all rights of subrogation against Precision Align's insurers and Precision Align.

9. WAIVER

No waiver by Prevision Align of any of the provisions of these Terms and Conditions is

effective unless explicitly set forth in writing and signed by Precision Align. No failure to

exercise, or delay in exercising, any right, remedy, power or privilege arising from these

Terms and Conditions operates, or may be construed, as a waiver thereof. No single or

partial exercise of any right, remedy, power or privilege hereunder precludes any other

or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10. GOVERNING LAW AND DISP UTES

These Terms and Conditions and performance hereunder shall be governed by, and

construed in accordance with the laws of the state of Florida (without giving effect to its

conflict of laws principles). Any claim or cause of action shall be brought in connection

with the Orthodontic Devices or for goods or services to which these Terms and

Conditions apply shall be solely brought in the state and/or federal courts in the State of

Florida, County of Broward and you irrevocably waive any objection to such venue.

11. OWNERSHIP OF INFORMATION

Precision Align's content, information and methodologies are proprietary to Precision

Align or its licensors, suppliers, publishers, rights holders, or other content providers

(collectively, and individually, "Precision Align Providers"). You agree not to modify,

copy, distribute, transmit, share, display, perform, reproduce, publish, license, create

derivative works from, transfer, or sell or re-sell any of such content, information or

methodologies obtained from or through Precision Align.

12. RELATIONSHIP OF PARTIES

The Parties are and at all times shall be an independent party and not the agent or

employee of Precision Align. Neither these Terms and Conditions nor any contract with

Precision Align 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 Precision Align.

13. ASSIGNMENT

These Terms and Conditions shall not be assigned by either Party hereto without the

prior written consent of the other Party.

14. SUCCESSOR AND ASSIGNS

These Terms and Conditions shall be binding upon and shall inure solely to the benefit

of the Parties hereto and their respective successors and shall not be for the benefit of

any other person, persons, or legal entities.

15. ENTIRE AGREEMENT AND AMENDMENT

These Terms and Conditions and any documents or material incorporating these Terms

and Conditions shall constitute and contain the entire agreement of the Parties and

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 Precision Align. These Terms and

Conditions can only be modified by an authorized representative of Precision Align.

16. SEVERABILITY

If any provision of these Terms and Conditions is or shall be deemed a violation of any

applicable law, rule or regulation, such legal invalidity shall not void or affect the

remaining Terms and Conditions and provision of these Terms and Conditions.

17. 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 these Terms and Conditions, 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 warrant