Terms and conditions
Agreement between user and solmetex.com
Welcome to solmetex.com. The solmetex.com website (“Site”) is comprised of various web pages operated by Solmetex, LLC (“Solmetex”). Solmetex.com is offered to you conditional upon your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of solmetex.com constitutes your agreement to all such terms. Please read these terms carefully, and keep a copy of them for your reference.
Solmetex.com is an ecommerce site
The purpose of this website is to provide information about Solmetex’s products and services as well as to sell water treatment, safety, and maintenance products and associated products, and to provide resources and support for dental professionals who need to comply with regulations related to water quality and dental waste management.
DryShield Free Trial: LEGAL TERMS AND CONDITIONS
1. Agreement. These legal terms and conditions (the “Legal T&Cs”), along with the DryShield 30-Day Free Trial Program Terms and Conditions to which they are appended (the “Trial T&Cs”, and, together with the Legal T&Cs, this “Agreement”) apply to, and are the exclusive binding agreement between Solmetex LLC (“Solmetex”) and the enrollee listed in the Trial T&Cs (“Recipient”) regarding the transfer and use of the DryShield Free Trial Kit provided to Recipient pursuant to the Trial T&Cs (the “Product”). Solmetex hereby rejects all terms and conditions contained in other communications from Recipient that conflict with or are in addition to, this Agreement. The enrollment of Recipient in the free trial of the Product described in the Trial T&Cs (the “Free Trial”) is conditional upon Recipient’s assent to the terms and conditions in this Agreement, and Recipient’s submission of a request to enroll in the Free Trial and execution of the Trial T&Cs shall be deemed Recipient’s assent to the terms of this Agreement.
2. Representations and Warranties. Recipient represents, warrants and covenants that: (a) Recipient is a dentist duly licensed in the jurisdiction in which Recipient practices dentistry, and its employees and agents have the requisite skill and expertise necessary and appropriate to handle, store, transport, dispose, and use the Product, and the Product shall be used only by those employees and agents of Recipient who may do so within the permitted scope of practice of their professional license(s); (b) it follows safe handling, storage, transportation, use, and disposal practices with respect to the Product; (c) it shall comply with all applicable national, state, regional and local laws and regulations in the jurisdictions in which it performs its duties hereunder or conducts any of its dealings with respect to the Product; and (d) it shall not resell, sublicense, lease or otherwise transfer or distribute the Product without the prior written consent of Solmetex.
3. DISCLAIMER OF WARRANTIES. THE PRODUCT IS PROVIDED “AS IS”, AND SOLMETEX EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING, CUSTOM OR TRADE AND INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO THE PRODUCT FURNISHED BY SOLMETEX HEREUNDER. THE PRODUCT IS DESIGNED FOR A SPECIFIC APPLICATION AND SHALL NOT BE USED BY RECIPIENT FOR ANY PURPOSE NOT EXPRESSLY SET FORTH IN APPLICABLE PRODUCT DOCUMENTATION.
4. Indemnification. Recipient agrees to indemnify, defend and hold harmless Solmetex from and against any and all third-party losses, damages, suits, claims, expenses (including reasonable attorneys’ fees) and costs resulting from or arising from (a) any intentional, reckless, or negligent act or omission by Recipient; (b) any use by Recipient of the Product other than for its intended purpose, and (c) Recipient’s breach or non-compliance of this Agreement.
5. IP Rights. All copyrights, patents, trademarks, trade secrets, know-how and other intellectual property or proprietary rights pursuant to the laws of any jurisdiction worldwide (“IP Rights”) associated with or relating to the Product shall belong solely and exclusively to Solmetex. Solmetex will retain all IP Rights used to create, embodied in, used in and otherwise relating to the Product and any of its component parts, and Recipient shall not acquire any ownership interest in any of Solmetex’s IP Rights. No license, either express or implied, is granted in any IP Rights of Solmetex. If Recipient acquires any IP Rights in or relating to the Product by operation of law or otherwise, such rights are deemed and are hereby irrevocably assigned to Solmetex without further action. Recipient shall not alter, modify, break-down, disassemble, reverse engineer, permit or participate in a process that is intended or likely to result in reverse engineering, otherwise open, analyze, or inspect with an improper purpose, the Product or any samples, information, or materials provided by Solmetex to Recipient.
6. Confidential Information. Any non-public documentation or data supplied by Solmetex to Recipient are proprietary and confidential to Solmetex. Recipient agrees to use its best efforts to maintain the confidentiality of any proprietary documentation, data, or price quotes (whether marked “confidential” or not) supplied to it and not to disclose or use such documentation, data, or price quotes in any manner inconsistent with the purpose for which it was disclosed.
7. Limitation of Liability. IN NO EVENT SHALL SOLMETEX BE LIABLE UNDER THIS AGREEMENT TO THE RECIPIENT FOR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF 4875-1553-7999.1 SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE MAXIMUM AGGREGATE AMOUNT OF SOLMETEX’S LIABILITY SHALL NOT EXCEED THE U.S. DOLLAR AMOUNT EQUAL TO THE AMOUNT PAID BY RECIPIENT FOR THE PRODUCT UNDER THIS AGREEMENT.
8. General. Recipient shall not assign this Agreement or any interest therein or any rights thereunder without the prior written consent of Solmetex. Except as otherwise permitted in this Agreement, any notice required or permitted by this Agreement shall be in writing and shall be deemed given if delivered personally or if sent by either party to the other by confirmed overnight delivery or by certified or registered mail, return receipt requested, postage prepaid, addressed to the other party to its address as set forth on the purchase order or at such other address as such party shall designate by notice hereunder. This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Recipient hereby agrees that any action arising out of this Agreement will be brought solely in any state or federal court located in Boston, Massachusetts. Recipient hereby submits to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. No modifications to this Agreement shall be enforceable except when in writing and signed by both parties, unless otherwise expressly stated herein. Any provision hereof which is prohibited or unenforceable shall, as to such jurisdictions, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity of such provision in any other jurisdiction. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The terms and conditions contained herein constitute the entire agreement between Recipient and Solmetex with respect to the Product, and supersede all prior or contemporaneous negotiations, understandings and agreements.
Solmetex.com Privacy Policy
Your use of solmetex.com is subject to Solmetex’s privacy policy. Please review our privacy policy, which also governs the site and informs users of our data collection practices.
Electronic Communications
Visiting solmetex.com or sending emails to Solmetex 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 e-mail or on the site, satisfy any legal requirement that such communications be in writing.
Your Account
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Solmetex is not responsible for third party access to your account that results from theft or misappropriation of your account. Solmetex and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content at our sole discretion.
Children under 13
Solmetex does not knowingly collect, either online or offline, personal information from persons under the age of 13. If you are under 18, you may use Solmetex.com only with permission of a parent or guardian.
Links to 3rd party sites/third party services
Solmetex.com may contain links to other websites (“linked sites”). The linked sites are not under the control of Solmetex and Solmetex is not responsible for the contents of any linked site including without limitation any link contained in a linked site, or any changes or updates to a linked site. Solmetex is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement of the site or any association with its operators.
Certain services made available via Solmetex.com are delivered by third party sites and organizations. By using any product, service, or functionality originating from the solmetex.com domain, you hereby acknowledge and consent that Solmetex may share such information and data with any third party with whom Solmetex has a contractual relationship to provide the requested product, service, or functionality on behalf of Solmetex.com users and customers.
No unlawful or prohibited use/Intellectual property
You are granted a non-exclusive, non-transferable, revocable license to access and use solmetex.com strictly in accordance with these terms of use. As a condition of your use of this site, you warrant to Solmetex that you will not use the site for any purpose that is unlawful or prohibited by these terms. You may not use the site in any manner which could damage, disable, overburden, or impair the site or interfere with any other party's use and enjoyment of the site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the site.
All content included as part of the service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the site, is the property of Solmetex or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the site. Solmetex content is not for resale. Your use of the site 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. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Solmetex and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Solmetex or our licensors except as expressly authorized by these terms.
International users
The service is controlled, operated, and administrated by Solmetex from our offices within the USA. If you access the service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Solmetex content accessed through solmetex.com in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
Indemnification
You agree to indemnify, defend, and hold harmless Solmetex, 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 use of or inability to use the site or services, any user postings made by you, your violation of any terms of this agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules, or regulations. Solmetex 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 Solmetex and assert any available defenses.
Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning these terms and conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrators’ award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding, or arbitration arises out of, or concerns these terms and conditions, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees. The parties agree to arbitrate all disputes and claims in regard to these terms and conditions or any disputes arising as a result of these terms and conditions, whether directly or indirectly, including tort claims that are arising out of these terms and conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the arbitrator. This arbitration provision shall survive the termination of these terms and conditions.
Class action waiver
Any arbitration under these terms and conditions will take place on an individual basis; Class arbitrations and class/representative/collective actions are not permitted. The parties agreed that a party may bring claims against the other only in each’s individual capacity, and not as a plaintiff or class member in any putative class, collective and/or representative proceeding, such as in the form of a private attorney federal action against the other. Further, unless both you and Solmetex agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Liability disclaimer
The information, software, products, and services included in, or available through, this site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Solmetex, LLC and/or its suppliers may make improvements and/or changes to the site at any time.
Solmetex, LLC and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained on the site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided as is without warranty or condition of any kind. Solmetex, LLC and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.
To the maximum extent permitted by applicable law, in no event shall Solmetex, LLC and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data, or profits, arising out of or in any way connected with the use or performance of the site, with the delay or inability to use the site or related services, the provision of or failure to provide services, or for any information, software, products, services, and related graphics obtained through the site, or otherwise arising out of the use of the site, whether based on contract, tort, negligence, strict liability, or otherwise, even if Solmetex, LLC or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the site, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the site.
Termination access restriction
Solmetex reserves the right, in its sole discretion, to terminate your access to the site and the related services or any portion thereof at any time, without notice period to the maximum extent permitted by law. This agreement is governed by the laws of the Commonwealth of Massachusetts, and you hereby consent to the exclusive jurisdiction and venue of courts in Massachusetts in all disputes arising out of or relating to the use of this site. Use of the site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Solmetex as a result of this agreement or use of the site. Solmetex’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of someone’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the site or information provided to or gathered by Solmetex with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, and forcible provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Solmetex with respect to the site and it supersedes all prior contemporaneous communications and proposals, whether electronic, oral, or written, between the user and Solmetex with respect to the site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the expressed wish to the parties that this agreement and all related documents be written in English.
Changes to terms
Solmetex reserves the right, in its sole discretion, to change the terms under which www.Solmetex.com is offered. The most current version of the terms will supersede all previous versions. Solmetex encourages you to periodically review the terms to stay informed of our updates.
Contact us
Solmetex welcomes your questions or comments regarding the terms:
Solmetex, LLC
4 Mount Royal Ave., Suite 200
Marlborough, Massachusetts 01752-1983
Email address:
sales@solmetex.com
Telephone number:
800-216-5505
Effective as of July 1, 2023