SMILESNAP TERMS AND CONDITIONS

Terms and Conditions

1. Introduction.

The Application (“App”) Standard Terms and Conditions (“Terms,” or, “Terms and Conditions”), contained herein, shall govern User (“Consumer,” or, “Patient,” or, “Doctor,” or, “Provider,” or “Orthodontist,” or, “Orthodontic Specialist,” or, “Orthodontic Office,” or, “Orthodontic Staff”) use of this App, including where App is embedded in a website, regardless of means of access, whether via computer, smartphone, or any other type of device or technology. These Terms apply in full force and current effect to any use of the App. By using the App, Users expressly accept all Terms and Conditions contained herein in full, and without exception. Users may not use the App, if any such User holds any objections to any of the App Standard Terms and Conditions. The App, as well as the Terms, are owned exclusively by Bid Doc, Inc. (“Company”), a Delaware C Corporation in good standing.

2. Intellectual Property Rights.

Under these Terms, Company and/or its licensors own all rights to the intellectual property and material related to the App, and all such rights are reserved.

3. Restrictions.

Users are expressly restricted from each of the following:

a) publishing any App material through any channel of media, or social media, without express written consent from Company;

b) selling, sublicensing, and/or otherwise commercializing any App content or material;

c) publicly presenting or showing any App content or material without express written consent from Company;

d) using the App in any way that is, or may be, damaging to the App or Company, as determined by and at the sole discretion of Company;

e) using the App in any way that impacts or alters User access to the App;

f) using the App contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to any person or business entity;

g) engaging in any form of data mining, data harvesting, data extracting, or any other similar activity in relation to the App or any of its content;

h) using the App to engage in any form of promotion, including advertising or marketing, without express written consent from Company.

Bid Doc, Inc. may restrict access by any User to any aspect of the App, at any time, at its sole and absolute discretion. Any user ID, password, or any other identifier that Users create or maintain related to the App must be kept and treated as confidential, and it is the sole responsibility of the User to do so.

4. Provider Content.

In these App Standard Terms and Conditions, “Provider Content” shall mean any audio, video, imagery, or other materials, in written or visual format, that an Orthodontic Office chooses to represent through the App, as a part of the Provider’s profile or account. With respect to Provider Content, by displaying it, you grant Bid Doc, Inc. a non-exclusive, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, adapt, publish, translate, and distribute it in any and all forms of media.

Provider Content must be wholly owned by Provider and must not be infringing on any third party’s rights. Company reserves the right to remove any Provider Content from the App at any time, and for any reason, without notice.

Company makes no effort to verify or validate any aspect of Provider Content, and makes no representation to Patients, Consumers, or other Users, that such Provider Content is accurate or truthful.

5. No Warranties.

The App is provided “as is,” including any faults, and Bid Doc, Inc. makes no express or implied representations or warranties, of any kind, related to the App or any content or materials contained therein. Additionally, nothing contained on the App shall be construed as providing consult or advice to any User. Company neither provides nor endorses any form of clinical treatment, including orthodontic care, to any User. Furthermore, Bid Doc, Inc. makes no representations of any form related to any experience that may be shared by Patient and Orthodontist, subsequent to use of the App.

6. Limitation of Liability.

In no event, and not under any circumstances, shall Bid Doc, Inc., nor any of its Affiliates (defined as Officers, Directors, Employees, Consultants, Advisors, or Customers), be liable to any User for anything arising out of, or in any way connected with, your use of the App, whether such Liability is under contract, tort, or otherwise. Bid Doc, Inc., and its Affiliates shall not be liable for any indirect, consequential, or special liability arising out of, or in any way related to, any User’s use of the App.

7. Indemnification.

Users hereby completely indemnify to the fullest extent Bid Doc, Inc. from and against any and all liabilities, costs, demands, causes of action, damages, or expenses (including any attorney’s fees) arising out of, or in any way related to, your use of the App, or breach of any of the provisions of these Terms.

8. Severability.

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

9. Variation of Terms.

Bid Doc, Inc. is permitted to revise these Terms at any time as it sees fit, and by using the App, Users are expected to review the most current published Terms on a regular basis to ensure that all conditions governing use of the App are understood.

10. Assignment.

Bid Doc, Inc. shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. Users, however, shall not be permitted to assign, transfer, or subcontract any User rights and/or obligations under these Terms.

11. Entire Agreement.

These Terms, including any legal notices and disclaimers contained on the App, constitute the Entire Agreement between Company and Users in relation to any and all use of the App, and supersede all prior agreements and understandings with respect to the same, whether written or otherwise.

12. Governing Law & Jurisdiction.

These Terms will be governed by and construed in accordance with the laws of the State of Colorado, and Users unconditionally submit to the exclusive jurisdiction of the state and federal courts located in Colorado for the resolution of any disputes.