Agent Omega, LLC.
Terms and Conditions
Unless otherwise specifically agreed in a writing signed by the CEO of the Agent Omega, LLC., these terms and conditions create a contract (the 'Client Agreement') between you and the Agent Omega. This website (the 'Site') is owned by the Agent Omega and this page explains the terms by which you may use the Site. Please read the Client Agreement carefully.
A. Introduction to the Services
This Client Agreement governs your use of the Agent Omega services and the use of this Site (collectively the 'services'). The Services are: (1) online advertising services; (2) limited exclusive license of the Agent Omega's proprietary online advertising services (the 'Proprietary Platform'); (3) Exclusive Community Licenses; and (4) certain support services provided by the Agent Omega at its sole discretion regarding the Proprietary Platform.
For best results, the Agent Omega recommends signing up for the Platinum Plan as it also helps to promote your website by branding yourself as one of the best local dentists not only on our website, but also on yours as well. The actual membership plan is the choice of the client. The Agent Omega makes no promise or guarantee of perspective patient lead volume or quality unless stated in writing in a separate agreement. The Agent Omega runs ad(s) for clients by using their membership plan funds to attract leads for a full year. Leads that are generated are exclusive to the client, unless the perspective patient decides to contact another dentist in the community. Ads are designed to run continually for the length of the client's membership representing their preferred community.
B. Using the Services
i. Payment, Taxes and Refunds
There are two membership plans (collectively the 'membership plan'). Your specific membership plan is listed on your invoice. By starting your membership plan, you authorize us to charge fees per the terms of your membership plan, and any other charges you may incur in connection with your use of the services. You will be automatically charged each year, for your ongoing use of the services. The limited market license fee and all the membership plans fees are final and nonrefundable.
The cost of each membership plan is set forth in the client agreement and on your invoice. Once you select a membership plan, the cost of that membership plan is guaranteed for the duration of that membership plan only and does not include any renewals. Except as provided herein, membership plan prices may change at any time with or without notice.
If you intend to dispute any charge related to any of the Services you must contact the Agent Omega in writing at email@example.com within thirty days of the disputed charge. You waive any disputes not reported within thirty days of the disputed charge. If technical problems caused by the Agent Omega, as determined in the Agent Omega's sole discretion, prevent or unreasonably delay delivery of the services, your exclusive and sole remedy is a replacement of the services.
You may be billed fees, charges and assessments related to late or non-payments if for any reason (a)the Agent Omega does not receive payment for the services by the payment due date; or (b) you pay less than the full amount due for the services.
The Agent Omega does not anticipate that you will fail to pay for the services on a timely basis, and we do not extend credit to our customers. Any fees, charges and assessments due to late payment or nonpayment are liquidated damages intended to be a reasonable advance estimate or our costs resulting from late payments and non-payments. These costs will be difficult to calculate or to predict when we set such fees, charges and assessments, because we cannot know in advance: (a) whether you will pay for the Services on a timely basis, if ever; (b) if you do pay late, when you will actually pay; and (c) what costs we will incur because of your late payment or nonpayment.
The Agent Omega reserves the right to sell your preferred community if you have exceeded the 15 day grace period allowed for membership renewals.
In the event that the Agent Omega receives a chargeback from a third-party payment provider, the Agent Omega may assess a fifty-dollar ($50.00) processing fee for each individual chargeback.
If you fail to pay the full amount due for any or all of the services then the Agent Omega at its sole discretion in accordance with and subject to any applicable law, may suspend any or all of the membership plan.
i. Limited Community License Fee
You understand and agree that the Agent Omega uses your Limited Community License Fee (the 'LCLF'), and grants you the exclusive license to advertise on the Proprietary Platform in the city(s) stated on your invoice and Client Agreement. Your LCLF is paid in advance and will be charged annually at the commencement of your billing cycle. You may amend or cancel your LCLF at any time by notifying the Agent Omega in writing at firstname.lastname@example.org (the 'LCLF Notice') with a 15-day written notice.
ii. Ongoing Membership
Unless you cancel your membership plan in writing at email@example.com not more than fifteen days to your current membership plan's expiration date, then your membership plan(s) will automatically be renewed as an annual membership plan.
The Agent Omega reserves the right to change the automatic renewal membership plans to rebill on monthly, quarterly, or a semi-annual basis with written notice of thirty days or greater prior to the client's membership renewal date.
iv. Usage Rules
Your use of the services and this site must follow the rules set forth in this agreement, including but not limited to this section (the 'usage rules'). Any other use of the services and site is a material breach of this agreement. The Agent Omega may monitor your use of the services and site to ensure that you are following this agreement and the usage rules.
You may use the Services and Site only for your commercial purposes. You may not share or sell the information from the Site or the Services with any other person or entity.
You may access the Services only using the interface and instruction that we provide. You may not modify or use modified versions of our Site or our software.
You understand that the Agent Omega does not verify whether the Services comply with your jurisdiction's laws, rules and regulations. You understand and agree that you are responsible for complying with all applicable laws, regulations and rules. Access to the materials in the Site or use of the Services where illegal is prohibited.
You may not tamper with or circumvent any security technology included with the Services or the Site.
the Agent Omega's delivery of the Services does not transfer any rights to you and does not constitute a grant or waiver of any of the Agent Omega's rights towards its intellectual property.
You agree to not use this Site or any of the Services to: defame, abuse, harass, stalk, threaten or otherwise violate any legal rights of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; and upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
We have the right at our sole discretion to remove any content posted on our Site or through the Services for whatever reason. We are not responsible for any delay or failure in removing such content.
v. Changes to Service/Site
Subject to applicable law, we have the right to change the Services and the Membership Plan rates, at any time with or without notice. If we do give you notice, it may be provided on your monthly statement, by e-mail, or other communication permitted under applicable law. If you find a change in the Services unacceptable, you have the right to cancel your Subscription Plan and, notwithstanding anything else in this Agreement. However, if you continue to receive the Services after the change, this will constitute your acceptance of the change.
C. Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with this Agreement. Using the Services does not give you ownership of any intellectual property rights in the Services, the Site or the content you access. Do not remove, obscure or alter any legal notices displayed in or along the Services or the Site.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the software and services that makeup the Services or the Site. You will not upload, post or otherwise make available on this Site any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. You will indemnify the Agent Omega for any claims by third parties of infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission of material by you.
The Services are not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. We do not grant you any licenses, express or implied, to the intellectual property of Agent Omega or our licensors except as expressly authorized by this Agreement. None of Agent Omega's services or products available through this Site, or any part of any Agent Omega's service or product, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Agent Omega. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Agent Omega without express written consent. You may not use any meta tags or any other “hidden text” utilizing Agent Omega name or trademarks without the express written consent of Agent Omega. You may not misuse the Services or the Site. You may use the Services and the Site only as permitted by law. The licenses granted by Agent Omega terminate if you do not comply with this Agreement.
Any content posted by you using any open communication tools on our Site, provided that it doesn't violate or infringe on any third-party copyrights or trademarks, becomes the property of Agent Omega, which is perpetual, irrevocable, worldwide, and royalty-free. This only refers and applies to content posted via the Site, and does not refer to information that is provided as part of the registration process.
D. Third Party Sites
Certain services made available via the Services are delivered by third party sites and organizations. By using any product, service or functionality originating from the Services, you hereby acknowledge and consent that Agent Omega may share such information and data with any third party with whom Agent Omega has a contractual relationship to provide the requested product, service or functionality on behalf of the Services users and customers.
E. No Warranty
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SITE AND THE SERVICES PERFORMED OR PROVIDED ARE PROVIDED 'AS IS' AND 'AS AVAILABLE,' WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE AGENT OMEGA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE AGENT OMEGA OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
F. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE AGENT OMEGA BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE AND THE SERVICES HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE AGENT OMEGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE AGENT OMEGA'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, defend and hold harmless the Agent Omega, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your violation of this Agreement, use of or inability to use the Services, any user postings made by you, violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. You will provide notice to the Agent Omega of any matter subject to indemnification by you, including but not limited to any claims, lawsuits, investigations or demands within ten days of discovery by you. The Agent Omega reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Agent Omega in asserting any available defenses.
H. Governing Law; Venue
This Agreement and the relationship between you and the Agent Omega shall be governed by the laws of the State of Colorado, excluding its conflicts of law provisions. You and the Agent Omega agree to submit to the personal and exclusive jurisdiction of the courts located within the County of Denver, Colorado to resolve any disputes or claims arising from this Agreement.
I. Dispute Resolution
Should any dispute arise under or related to the use of the Services, you must first participate in at least four hours of non-binding mediation before a professional recognized by the National Academy of Distinguished Neutrals as a Member of the Academy and located in Denver County, Colorado ('ADR Professional'). The list of ADR Professionals is currently available at www.nadn.org If the parties cannot agree on an ADR Professional, the Professional with the lowest hourly rate shall be the mediator. The parties shall share equally in the costs of the mediation. Mediation shall involve no formal court procedures, discovery, or rules of evidence and the mediator does not have the power to render a binding decision or force an agreement on the parties.
Should the dispute remain outstanding after mediation, prior to initiating litigation you must submit to mandatory non-binding arbitration before an ADR Professional other than the person who acted as mediator. If the parties cannot agree on an ADR Professional, each party shall select one ADR Professional, and those two Professionals shall choose a different ADR Professional (other than the one who served as mediator) and that person shall be the arbitrator. The arbitrator may allow limited discovery and must conduct an evidentiary hearing—subject to the Colorado Rules of Evidence - of no more than eight hours in duration prior to rendering a written decision. The decision shall not be binding on the parties (and may not be entered as a judgment or cited as evidence or precedent), but should be interpreted by the parties as a prediction of the result of formal litigation. Additionally, the prevailing party shall be reimbursed by the non-prevailing party its fees and costs related to the arbitration. Standards and procedures for the mediation and arbitration shall be decided by the relevant ADR Professional consistent with this provision.
Absolutely no lawsuits may be initiated until after both mediation and arbitration are completed. Any litigation commenced prior to completing both mediation and arbitration shall be subject to a stay pending completion of both.
J. Waiver of Class Action
There shall be no right or authority for any claims to be arbitrated or litigated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public, other users of the Site or the Services, or other persons similarly situated the Agent Omega, LLC would not be willing to provide the Services to you absent this waiver. You acknowledge and agree that you are under no obligation to use this Site or the Services if you are not willing to waive class action rights, and you expressly agree to this waiver.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Agent Omega as a result of this agreement or use of the Services or the Site. If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. This Agreement constitutes the entire and only agreements between you and Agent Omega with respect to the Services and the Site, and supersedes all other communications and agreements with respect to the subject matter thereof.
L. Electronic Communications
Visiting this Site or sending emails to the Agent Omega constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
M. Digital Millennium Copyright Act (DMCA)
In the event materials are made available to this Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Site. If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
Last modified on August 30th, 2018.