Terms and Conditions - General Website

These terms and conditions govern your use of the website of Avid, Inc. doing business as Avid Dental
Products® or other such digital media representation of Avid, Inc. and its products. This website can be
known throughout this agreement or referred to as, "website" or "the website"; by using this website, you
accept these terms and conditions in full. Avid, Inc. doing business as Avid Dental Products® here and
throughout this agreement shall be known as and can be referred to as, "the company." If you disagree
with these terms and conditions or any part of these terms and conditions, you must not use this
website. You, the user, must be at least 18 years of age to use this website. By using this website and by
agreeing to these terms and conditions, you warrant and represent that you are at least 18 years of age.
This website uses cookies. By using this website and agreeing to these terms and conditions, you consent
to the company use of cookies in accordance with the terms of the company's Privacy Policy. See the
company's independently posted Privacy Policy for specific terms and conditions.

License to use website

Unless otherwise stated, Avid, Inc. and/or its licensors own the intellectual property rights in the website
and material on the website. Subject to the license below, all of these intellectual property rights are
reserved. You, the user, may view, download for caching purposes only, and print pages or other content
from the website for your own personal use, subject to the restrictions set out below and elsewhere in these
terms and conditions.
You must not:
- republish material from this website (including republication on another website);
- sell, rent or sub-license material from the website;
 -show any material from the website in public;
- reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
- edit or otherwise modify any material on the website; or
- redistribute material from this website

Acceptable Use

You must not use this website in any way that causes, or may cause, damage to the website or impairment
of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or
harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. You must
not use this website to copy, store, host, transmit, send, use, publish or distribute any material which
consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or
other malicious computer software. You must not conduct any systematic or automated data collection
activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in
relation to this website without the company's express written consent. You must not use this website to
transmit or send unsolicited commercial communications. You must not use this website for any purposes
related to marketing without the company's express written consent.

Restricted Access

Access to certain areas of this website is restricted. Avid, Inc. reserves the right to restrict access to areas
of this website, or indeed this entire website, at the company's discretion. If Avid, Inc. provides you with
a user ID and password to enable you to access restricted areas of this website or other content or
services, you must ensure that the user ID and password are kept confidential. The company may disable
your user ID and password at the company's sole discretion without notice or explanation.

User Content

In these terms and conditions, “your user content” means material (including without limitation text,
images, audio material, video material and audio-visual material) that you submit to this website, for
whatever purpose. You grant to Avid, Inc. a worldwide, irrevocable, non-exclusive, royalty-free license to
use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.
You also grant to Avid, Inc. the right to sub-license these rights, and the right to bring an action for
infringement of these rights. Your user content must not be illegal or unlawful, must not infringe any third
party's legal rights, and must not be capable of giving rise to legal action whether against you or Avid,
Inc. or a third party (in each case under any applicable law). You must not submit any user content to the
website that is or has ever been the subject of any threatened or actual legal proceedings or other similar
complaint. Avid, Inc. reserves the right to edit or remove any material submitted to this website, or stored
on the company's servers, or hosted or published upon this website.
Without prejudice to the generality of the foregoing paragraph, Avid, Inc. does not warrant that this
website will be constantly available, or available at all. Nothing on this website constitutes, or is meant to
constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter
you should consult an appropriate professional. A specific exemption is provided for a product's
specifically stated or posted warranty as such warranty to be applied to the product and the product's use
under appropriate and normal conditions applied consistently through the stated product's industry or as
outlined in the product's directions for use. 

Limitations of Liability

Avid, Inc. will not be liable to you (whether under the law of contact, the law of torts or otherwise) in
relation to the contents of, or use of, or otherwise in connection with, this website:
- for any indirect, special or consequential loss; or
- for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or
  business relationships, loss of reputation or goodwill, or loss or corruption of information or data.
- to the extent that the website is provided free-of-charge, for any direct loss; these limitations of
  liability apply even if the company has been expressly advised of the potential loss.

Heading content

You hereby indemnify Avid, Inc. and undertake to keep Avid, Inc. indemnified against any
losses, damages, costs, liabilities and expenses (including without limitation legal expenses and
any amounts paid by Avid, Inc. to a third party in settlement of a claim or dispute on the advice of
Avid, Inc. legal advisers) incurred or suffered by Avid, Inc. arising out of any breach by you of
any provision of these terms and conditions, or arising out of any claim that you have breached
any provision of these terms and conditions.

Indemnity

You hereby indemnify Avid, Inc. and undertake to keep Avid, Inc. indemnified against any
losses, damages, costs, liabilities and expenses (including without limitation legal expenses and
any amounts paid by Avid, Inc. to a third party in settlement of a claim or dispute on the advice of
Avid, Inc. legal advisers) incurred or suffered by Avid, Inc. arising out of any breach by you of
any provision of these terms and conditions, or arising out of any claim that you have breached
any provision of these terms and conditions

Breaches of these Terms and Conditions

Without prejudice to the company's other rights under these terms and conditions, if you breach
these terms and conditions in any way, Avid, Inc. may take such action as the company deems
appropriate to deal with the breach, including suspending your access to the website, prohibiting
you from accessing the website, blocking computers using your IP address from accessing the
website, contacting your internet service provider to request that they block your access to the
website and/or bringing court proceedings against you.

Variation

Avid, Inc. may revise these Terms and Conditions from time-to-time. Revised Terms and
Conditions will apply to the use of this website from the date of the publication of the revised
Terms and Conditions on this website. Please check this page regularly to ensure you are familiar
with the current version.

Assignment

Avid, Inc. may transfer, sub-contract or otherwise deal with the company's rights and/or
obligations under these Terms and Conditions without notifying you or obtaining your consent.
You, the user, may not transfer, sub-contract or otherwise deal with your rights and/or obligations
under these Terms and Conditions. 

Severability

If a provision of these Terms and Conditions is determined by any court or other competent
authority to be unlawful and/or unenforceable, the other provisions will continue to be in effect.
If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were
deleted, that part will be deemed to be deleted, and the rest of the provision will continue in
effect. 

Entire Agreement

These Terms and Conditions, together with other posted documents constitute the entire
agreement between you and Avid, Inc. in relation to your use of this website, and supersede all
previous agreements with respect to your use of this website.
Any specific clarifications or questions you, the user, may have associated with the Terms and Conditions
of the website of Avid, Inc. doing business as Avid Dental Products® or other such digital media
representations should address your comments to:

Avid, Inc.
Avid Dental Products®
6539 US Highway 61
Bloomsdale, MO 63627

AVID GENERAL TERMS AND CONDITIONS OF SALE

1. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU AND/OR THE ENTITY FOR WHOSE BENEFIT YOU ACT. PLEASE READ IT CAREFULLY. BY ACCESSING AND USING THIS SITE AND/OR PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU AND/OR THE ENTITY FOR WHOSE BENEFIT YOU ACT ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.  YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH AVID (AS HEREINAFTER DEFINED), OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS OR PRODUCTS BY APPLICABLE LAW.

These terms and conditions (these “Terms”) apply to the use of www.avid.dental (the “Site”) and the purchase and sale of Products (as hereinafter defined) through the Site, by telephone or other modes of electronic communication such as email, and in person (collectively, “Use”). These Terms are a legal agreement between you individually if you are agreeing to it in your own capacity, or if you are authorized to purchase the Products (as hereinafter defined) on behalf of your organization, between the entity for whose benefit you act (“you”, “your” or “Buyer” as the context may require) and Avid, Inc. doing business as AVID Dental Products (referred to as “AVID”, “us”, “we”, or “our” as the context may require). These Terms are subject to change by AVID without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to your Use. Your continued Use after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

You should also carefully review our Privacy Policy before using our Site.

 2. Account. Use of this Site may require you to provide certain registration details, payment or other information to create an account (“Account”). It is a condition of your Use of the Site that all the information you provide is correct, current, and complete. You agree that all information you provide to register an Account or otherwise is governed by our Privacy Policy available at www.avid.dental/GeneralTerms.html. We have the right to disable any Account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

3. Products and Pricing. AVID sells dental products and accessories (“Products”). Buyer shall purchase Products from AVID at the prices (the “Prices”) set forth on the Site (for purchases through the Site) or on AVID’s order form (for purchases made by other means) in force as of the date of Buyer’s purchase order. Prices are exclusive of taxes and, unless otherwise noted, shipping fees. Pricing for the same Product may vary depending on promotional or membership offerings.

4. Memberships and Promotions.

(a) Avid Smiles ClubTM. In the event Buyer is eligible, Buyer may opt to become a member in AVID’s members only promotional club (the “Avid Smiles Club”). The terms, conditions and provisions of AVID Smiles ClubTM are outlined in AVID Smiles ClubTM Agreement available at www.avid.dental/GeneralTerms.html. These Terms shall prevail to the extent they are inconsistent with AVID Smiles ClubTM Agreement.
(b) Score Promotion. The terms and conditions of Score Promotion are outlined in Score Promotion Terms and Conditions available at www.avid.dental/GeneralTerms.html. These Terms shall prevail to the extent they are inconsistent with Score Promotion Terms and Conditions.
(c) Other Promotions. These Terms shall prevail to the extent they are inconsistent with the terms of any other promotional offerings.

5. Payment. Accepted forms of payment include most major credit cards for all purchases. Buyer represents and warrants that (i) the credit card and payment information Buyer supplies to AVID is true, correct and complete, (ii) Buyer is duly authorized to use such credit card or other payment method for purchases, (iii) charges incurred by Buyer will be honored by Buyers credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including all applicable taxes and shipping and handling charges, if any, regardless of the amount quoted on the Site at the time of your order. In the event Buyer is a member of AVID Smiles Club, is participating in the Score Promotion or otherwise has committed to the future or recurring purchase of Product, and Buyer’s credit card and payment information changes during such time, Buyer shall promptly update such credit card and payment information by contacting AVID at (573) 483-2843 or smile@avid.dental. AVID may verify your payment information periodically which may result in a temporary pre-authorization charge being placed on your card for validation purposes only.

6. Returns. Products maybe returned for repair, replacement or refund, at AVID’s sole discretion, subject to the following requirements and limitations: 
(a) If a Product is damaged during shipping and Buyer notifies AVID within fifteen (15) days of the date of delivery of the Product.
(b) If a non-consumable or non-disposable Product manufactured by AVID does not perform to specifications and Buyer notifies AVID within the Warranty Period specified in Section 9(a)(i) and subject to the requirements and limitations of Section 9.
(c) If a non-consumable or non-disposable Product, other than a Product manufactured by AVID, does not perform to specifications and Buyer notifies AVID within thirty (30) days of the date of delivery of the Product.
(d) In the event a consumable or disposable Product does not perform to specifications and Buyer notifies AVID within thirty (30) days of the date of delivery of the Product and over seventy-five percent (75%) of the Product remains unused and unopened. In the event less than seventy-five percent (75%) of the Product remains unused and unopened, no refund, repair or replacement product will be provided.
(e) At the discretion of AVID, a restocking fee may apply, invoiced at 5% of the gross order, or a minimum of $10.

7. Title and Risk of Loss. Your selection of the Products is an offer to purchase the Products. We accept your offer by shipping the Products to you. We may decline your offer for any reason, with or without notice to you. The risk of loss and title for all Products passes to you upon delivery by a common carrier (such as FedEx, UPS, or USPS) to the destination specified by Buyer. In the case of a return, you will retain title to any returned Products and risk of loss of such Products will remain with you until we have received the returned Products and confirmed the Products to be in the appropriate condition specified in these Terms.  

8. Errors and Omissions. Occasionally information on our Site or relayed by telephone or other means of communication may include errors, inaccuracies, or omissions that may relate to descriptions, pricing, promotions, and availability of Products. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders without prior notice (including after you have submitted or placed your order). We have made every effort to display as accurately as possible the colors and styles of our products that appear at the Sites. Despite our efforts to accurately depict Products, we cannot guarantee that your monitor’s or screen’s display of any color will be accurate.

9. Limited Warranty and Disclaimers. 
(a) Type of Product:
(i) For Products manufactured by AVID, AVID warrants to Buyer that for a period of twelve (12) months (unless otherwise advertised) from the date of shipment of the Product (“Warranty Period”), that such Product will materially conform to AVID’s published specifications in effect as of the date of shipment under the corresponding transaction and will be free from material defects in material and workmanship under normal use and care.
(ii) For Products not manufactured by AVID, such Product may be covered by the manufacturer’s warranty as detailed in the directions for use included with the Product. To obtain warranty service for a defective Product, please follow the instructions included in the manufacturer’s warranty. Products purchased by AVID from a third party for resale to you shall carry only the warranty extended by the original manufacturer, and AVID has no liability for such resale Products beyond making a commercially reasonable effort to procure and ship such Products.
(b) EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 9(a)(i), AVID MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) 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.
(c) AVID shall not be liable for a breach of the warranty set forth in Section 9(a)(i) unless: (i) Buyer gives written notice of the defect, reasonably described, to AVID within fifteen (15) days of the time when Buyer discovers or ought to have discovered the defect; (ii) AVID is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by AVID) returns such Products to AVID’s place of business at AVID’s cost for the examination to take place there; and (iii) AVID reasonably verifies Buyer’s claim that the Products are defective.
(d) AVID shall not be liable for a breach of the warranty set forth in Section 9(a)(i) if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow AVID’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of AVID.
(e) Subject to Section 9(c) and Section 9(d) above, with respect to any such Products during the Warranty Period, AVID shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if AVID so requests, Buyer shall, at AVID’s expense, return such Products to AVID. All replacements or repairs necessitated by inadequate maintenance, normal wear and tear, accident, misuse, improper modification, repair, storage, or handling, or any other cause not the fault of AVID are not covered by this limited warranty, and shall be at your expense. AVID shall pay all reasonable transportation charges incurred in returning to AVID any Products agreed in writing by AVID to be defective and covered under the limited warranty set forth in this Section 9; however, Buyer shall pay all transportation charges covering any Products returned to AVID that do not prove to be defective or if any defect is not covered by warranty. Products repaired or replaced during the warranty period will be in warranty for the remainder of the original warranty period. This warranty is provided by AVID solely to the first purchaser of the Products.
(f) THE REMEDIES SET FORTH IN SECTION 9(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND AVID’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9(a)(i).

10. LIMITATION OF REMEDY AND LIABILITY. 

(a) THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY HEREUNDER SHALL BE LIMITED TO REPAIR, REPLACEMENT, OR REFUND OF PURCHASE PRICE UNDER THE LIMITED WARRANTY CLAUSE IN SECTION 9. IN NO EVENT SHALL AVID BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, 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 AVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL AVID’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT, NET OF ANY DISCOUNTS, PROMOTIONS AND/OR SHIPPING FEES, PAID BY BUYER TO AVID FOR PRODUCTS IN THE TWELVE MONTHS PRECEEDING THE CLAIM GIVING RISE TO THE LIABILITY.
(c) The limitation of liability set forth above shall only apply to the extent permitted by law.

11. Intellectual Property Rights. Unless otherwise noted, the Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) (collectively “Contents”), are owned by AVID, its licensors or other providers and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms permit you to use the Site for your personal, non-commercial use only. You may download or copy Contents from our Site for your personal, non-commercial use only. No right, title or interest in any Contents is transferred to you as a result of any such downloading or copying. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. Except as noted above, you may not reproduce, publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Site. Unauthorized use of the Contents is expressly prohibited by law, and may result in civil and criminal penalties.

12. Products Not for Resale or Export. You represent and warrant that you are buying products or services from the Site for your own professional use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.

13. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy available at www.avid.dental/GeneralTerms.html governs the processing of all personal data collected from you in connection with your Use of the Site. These Terms incorporate by reference the terms of our Privacy Policy.  
 
14. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15. Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Missouri.

16. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

17. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of AVID.

18. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

19. Notices.

(d) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(e) To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to Avid, Inc. doing business as AVID Dental Products, 6539 US Highway 61, Bloomsdale, Missouri 63627. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

20. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

21. Entire Agreement. Our order confirmation, these Terms, and our Privacy Policy available at www.avid.dental/GeneralTerms.html will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

Avid, Inc.
Terms, Conditions and Provisions of the Score Promotion

1. Pricing
Avid Fit® Hygiene Handpiece (“Handpiece”) 
Avid Fit® Disposal Prophy Angle (“DPA”) 
Avid FinishTM Prophy Paste (“Paste”) 
Shipping

MSRP
$825.00
$828.00 
$324.00 
$ 30.00

Quantity
1 Unit
1200 Units
1200 Units

2. Initial 12 Month Period. The customer agrees to purchase 1200 units each of
DPA and Paste for the total price of $1,152.00 plus applicable sales tax
(“Annual Units Purchase”) and in addition to the DPA and Paste, will receive
a Handpiece to use free of charge subject to the terms and conditions of this
promotion. The Handpiece will remain the property of Avid, Inc. (“Avid”).
During the twelve (12) months following the date of the Initial Units Purchase
(“Initial 12 Month Period”), the customer may use the Handpiece and Avid
will maintain and repair the Handpiece if needed due to normal use and normal
wear and tear. In the event the Handpiece needs maintenance or repair, Avid
will pay for the shipping of the Handpiece to and from Avid by providing a
pre-paid UPS return shipping label; the customer is required to provide an
appropriate and adequate shipping container for the Handpiece.

3. Subsequent 12 Month Period(s). At or before the conclusion of the Initial 12
Month Period the customer is required to elect one of the following options:

a. Make another Annual Units Purchase (1200 units of each of DPA and
Paste at full MSRP). Customer may keep the Handpiece on the same
terms as applied during the Initial 12 Month Period (outlined in Section
2 above). This option is renewable for additional subsequent twelve
(12) month periods.

b. Purchase the Handpiece for $400.00 and become a member of the Avid
Smiles ClubTM. As long as customer maintains a minimum shipment
quantity and frequency of 400 total units of DPA every twelve (12) weeks
(or such alternative frequency as agreed in writing by Avid and
customer), customer may keep the Handpiece on the same terms as
applied during the Initial 12 Month Period (outlined in Section 2 above)
and will receive all benefits associated with the Avid Smiles ClubTM.
The purchase of Paste is optional and does not confer any continued
benefits with respect to the Handpiece. In the event the customer fails
to meet these or the Avid Smiles ClubTM requirements over the ensuing
twelve months, the customer will be charged the remaining $425.00 for
the Handpiece immediately upon non-compliance. Upon the conclusion
of the twelve (12) months following the Initial 12 Month Period, the
customer may terminate their Avid Smile ClubTM membership with no
additional charges and keep the Handpiece. Termination of the Avid
Smiles ClubTM membership endsthe company’s warranty and repair and
maintenance responsibilities with respect to the Handpiece.

Terms, Conditions and Provisions of the Avid Smiles Club™ Agreement

Welcome to your membership to the Avid Smiles Club™ with Avid, Inc. doing business as Avid Dental Products®.
Here and throughout this agreement Avid, Inc. doing business as Avid Dental Products® shall be known as and
can be referred to as, "the company". Avid, Inc. (the company) is located at 6539 US Highway 61, Bloomsdale, MO 63627
and can be reached at (573) 483-2843 or www.avid.dental.BY ACCESSING AND USING THE MEMBERSHIP
SERVICE OF AVID, INC. YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS, CONDITIONS AND PROVISIONS
OF THIS AGREEMENT. In addition, by accepting to participate in the membership, you shall be subject to any posted
guidelines or rules applicable to the "Terms, Conditions and Provisions of the Avid Smiles Club™ Agreement" set forth below.
Any participation in the membership will constitute acceptance of this agreement. IF YOU DO NOT AGREE TO
ABIDE BY THE ABOVE, PLEASE DO NOT PARTICIPATE IN THE MEMBERSHIP AND PURCHASE PRODUCTS AND
SERVICES ON AN INDIVIDUALIZED BASIS. INDIVIDUALIZED PURCHASES OF PRODUCTS AND SERVICES WILL
BE SUBJECT TO ANY TERMS, CONDITIONS AND PROVISIONS AS INDICATED BY THOSE PURCHASES.

Membership Requirement Terms:

Membership to the Avid Smiles Club™ with Avid, Inc. is only extended to an individual or a business with an individual
representative that is 18 years old or older and said individual must maintain an active professional license granted
under any State of the United States of America in the profession of Dentistry or Dental Hygiene. Individual memberships
are maintained as long as the membership status remains active as indicated by the terms of this agreement.
A business’s membership is non-transferable and the termination of the individual representative or violation of this
agreement will constitute a termination of the individual’s membership and the resulting business’s membership.

Membership Status Terms:

Membership in the Avid Smiles Club™ with Avid, Inc. provides the user with specific benefits and must be maintained
in an active status as outlined in this agreement for those benefits to be bestowed on the membership's holder.
In order for the membership to be indicated and maintained in an active status, the membership holder MUST
maintain and agree to receive automatically placed orders of product to be shipped at regular intervals as agreed
upon by the company and/or its Authorized Dealers. The membership holder further MUST agree to automatically
authorized transactions to remit payment for the required shipments via any of the following acceptable
methods: ACH Bank Transactions, Debit Card Transactions or Credit Card Transactions. Failure to maintain these
requirements or the terms of this agreement will terminate a membership. In the event of termination, contact a
Customer Service Representative or an Authorized Dealer for additional information. Re-establishment of a terminated
membership is solely at the company’s discretion and is conducted solely on an individualized request. 

Membership Registration and Information Terms:

Members shall fill in the correct information requested in the User Registration form on the company's website or
provide this information through an Authorized Dealer of Avid, Inc. Members shall be required to promptly update the
User Information on the website or contact their Authorized Dealer with any changes. Members shall be required to
select a username and password during the User Registration process. The member must use all reasonable efforts to
keep the username and password confidential. The member agrees to not allow third parties to access the website or
utilize customer service center resources using their username and password. The member must notify the company
immediately upon becoming aware of any unauthorized use of their membership account. 

Membership Benefits:

Membership in the Avid Smiles Club™ with Avid, Inc. bestows the following benefits to active members
only.
• FREE shipping from the company’s headquarters or any authorized facility selected at the company’s
discretion to the address of record maintained in the member’s membership account as required by this agreement.
Free shipping is only available on products purchased through a member’s membership account accessible on the
company’s website, through the company’s customer service representatives using an active member account or
an Authorized Dealer of Avid, Inc.

• FREE repair of the Avid Fit® Hygiene Handpiece for five (5) years as long as the product’s serial number is actively
associated with the member’s account. Members maintain all liability associated with products shipped from the member’s
location to the company’s headquarters or an authorized facility. Avid, Inc. will pay for return shipping.
   o Sales of the Avid Fit® Hygiene Handpiece through third party resellers or unauthorized dealers are not included.
ONLY ACTIVE members of the Avid Smiles Club™ with Avid, Inc. are allowed to submit an Avid Fit® Hygiene Handpiece      
purchased through a third party reseller or unauthorized dealer to be added to an active membership, but only after submitting
the product to the company for inspection and testing at the member’s expense. Please contact the company’s   Customer Service
Representative or your Authorized Dealer for specific instructions and associated costs. Avid, Inc. reserves the right to not include
any third party or unauthorized dealer purchased Handpiece to a member’s account.

Payment Policy:

All acceptable payment remittance methods approved by this agreement and consented to by the membership holder to
complete their responsibility necessary to maintain an account in active status will be authorized, activated and/or charged
at the time of shipment. The determination of the time of shipment of the product is outlined in the Shipping Policies of this agreement.
If a payment is not received or payment method is declined, the membership holder forfeits the ownership of any products contained
in that shipment and the membership agreement can be terminated immediately at the discretion of the company.

Shipping Policy:

A member's benefit bestowed on the membership holder as part of an active membership is to NOT be charged for shipping
costs associated with the release of product as part of their regularly scheduled and agreed upon shipping intervals.
These regularly scheduled shipping intervals are a requirement for an account to maintain active status and MUST occur
at intervals determined by the company or its Authorized Dealers. Automatic authorized payment for the product or products
shipped as part of the required membership agreement will be transacted and charged to the method of acceptable
payment determined by the membership agreement and will occur at the time the shipment is identified with a UPS shipping
identification tracking number regardless of the shipment physically departing from a company's facility or any facility the company
authorizes.

Refund/Return Condition Policy:

Product or products are entitled to be refunded or returned based on the member’s complaint related to the following;

• If a product is damaged during shipping and member notifies company within 15 days of date of delivery of shipment.

• If a manufactured product does not perform up to the company's specifically stated or indicated directions for use
within 30 days of confirmation of receipt of product. Any manufactured product that does not perform up to the company’s
specifically stated or indicated directions for use after 30 days from the confirmation of receipt of product will be subject to
the repair policies outlined in this agreement.

• If a resale product does not perform up to that product's specifically stated or indicated directions for use. In the event the
product or products are a consumable item, over 75% of the product must be available for return. In the event less than 75% of
the consumable item is available for return, no refund or replacement product will be provided.

The company agrees to provide the member with the necessary shipping labels and the company agrees to cover the shipping
costs of the returned item associated with the return of any purchase or purchases that is consistent with the aforementioned
complaints. Product returns associated with repair of an Avid Fit® Hygiene Handpiece are not covered by this provision and
are subject to the terms of this agreement.

Refund of payment of non-consumable items paid will be remitted to the member based on the method of payment within
15 days of receipt of the returned product. Refund of payment of consumable items require individual inspection of the item.
Upon determination of return of the consumable item in the necessary quantities, refunds will be remitted to the member based
on the method of payment within 45 days of determination. There is no guarantee that Avid will refund for open consumable
products when more than 25% of the product has been used.

Changes:

Avid, Inc. doing business as Avid Dental Products® reserves the right to change the membership Terms,
Conditions and Provisions of the Avid Smiles Club™ Agreement at any time and at the sole discretion of
the company without prior notification or required consent of the members.

This Avid Smiles Club™ Agreement is subject to Avid General Terms and Conditions of Sale.

Privacy Policy

Important Privacy Notice
This notice is provided to you on behalf of Avid, Inc. doing business as Avid Dental Products®.
We appreciate the trust you place in us when you provide us with the personal or business information we
need to complete your individual purchase from us or to establish your membership registration with us.
We take our obligation seriously to protect your information. This notice provides you with an explanation
of where we get information about you which is utilized in marketing materials and sale campaigns and to
whom we disclose that information. These examples below are not provided as an all-encompassing list
but only as a sampling of databases accessible to Avid Dental Products®.

- The e-commerce sale application or other forms completed directly by you or your authorized
representative(s) (for example, your name, address, credit card number, state licensing
information);
- Your telephoned in sales transactions or customer service center correspondence with us provided
directly by you or your authorized representative(s) (purchasing manager);
- Information directly accessible via online federal or state licensing or professional registration
department lists;
- Trade show mailing lists provided directly by the event organizers as part of the organizers’
marketing and sales advertiser packets;
- Lists available for purchase from marketing companies authorized by the lists’ participants to
provide this information (periodical publications or industry magazines)
- Government agencies (Federal Food and Drug Administration);
- Other state agencies associated with business registration lists (Secretary of State offices)

We treat your personal information with respect and concern for your privacy. We do not sell any of
your personal information to any third party. We maintain physical, electronic, and procedural
safeguards that comply with federal regulations to guard the information we obtain from you. In the
course of our normal business transactions, we may disclose some information about you to nonaffiliated
third parties, but only as permitted by law. Examples of some organizations to whom we might give
information are:

-Law enforcement or other governmental agencies in response to subpoena or threat of one, or in
connection with suspected fraudulent claims
- Shipping companies utilized in the delivery of your purchase or other items necessary to fulfill your
membership agreement
- Credit card processing companies associated with processing purchase or membership fulfillment
on behalf of Avid Dental Products®.

If you have any questions about this Privacy Notice, you may contact us by writing to:
Avid, Inc.

Avid Dental Products®

6539 US Highway 61
Bloomsdale, MO 63627

This is for your information only. You are not required to respond in any manner.

This Privacy Policy is subject to Avid General Terms and Conditions of Sale.

OFFICE LOCATION
Avid Dental Products
6539 US Highway 61
Bloomsdale, MO 63627

CONTACT
Ph: 573-483-AVID (2843)
Email: smile@avid.dental