Terms of Service / Terms of Use

Last updated: October 17, 2025

These Terms of Service are entered into by and between ICP, Inc. d/b/a Dental City, a Wisconsin corporation (“Dental City,” “Company,” “we,” “us”) and you or the company or other entity you represent (“Customer,” “you,” “your”). Dental City and Customer are collectively the “Parties” and individually a “Party”.

1. Provision of Service

1. Dental City will provide Customer access to its Internet-based service (the “Service”) to process, retrieve, and transmit transaction data submitted by Customer (“Customer Data”). Dental City may change Service features and these Terms at any time in its sole discretion. Modifications are effective immediately and your continued use constitutes acceptance. Please check these Terms periodically.
2. Our Service is offered to users 18 years of age or older. By using the Service, you represent you are of legal age to form a binding contract. If you do not meet these requirements, do not use the Service.
3. Customer is responsible for its own compliance with these Terms, including its employees, officers, agents, and any third parties it invites to use the Service.
4. Information you provide to register with dentalcity.com (the “Website”) or through interactive features is governed by our Privacy Policy, and you consent to actions consistent with that policy.
5. If you choose or are provided with a username, password, or other security information, you must keep it confidential and not share it. Notify us immediately of unauthorized access or use. We may disable credentials at our discretion.
6. Within your relationship with Dental City, you remain free at all times to: refuse or accept estimates; inform Dental City if a product is not suitable; choose another product; or desist from purchasing products on the Website.

2. Limitations on Use of Service and Service Software

1. “Software” means any software incorporated into the Service. You will not reverse engineer, decompile, disassemble, re-engineer, discover or attempt to discover source code; modify the Software; sublicense or charge others; or use the Software or Service in any unauthorized way. Ownership remains with Dental City.
2. The Service is not intended for permanent storage; do not use it for archiving, back‑ups, “mission critical” data, or any function related to sustaining or rescuing health or well‑being.
3. “Beta Features” may be untested or non/partly functional. Use at your own risk and back up all data. Except as stated here, Beta Features are part of the Service and governed by these Terms.
4. You may not use the Service in violation of law or these Terms, to infringe others’ rights, to post unlawful or malicious content/code, to share access, to impersonate others, in risky applications, to disrupt or bypass security, or to harvest information for spam/unsolicited marketing.

3. Third‑Party Providers and Information About Third‑Party Products

1. The Service may contain links to third‑party products/services with additional terms, which are incorporated herein and may change. Access is at your own risk. If a third‑party provider ceases service, we may suspend/terminate that part of the Service without further obligation. No warranties are made regarding third‑party data/services.
2. Information on the Website about third‑party products is for informational purposes only and not an endorsement. You should independently evaluate such products; Dental City has no liability for your use or purchase of them.

4. Security, Privacy, and Access

1. Each Party will promptly notify the other of unauthorized access/use of Customer Data or passwords and take remedial measures. Dental City is not liable for damages arising out of use of the Service, including unauthorized access/disclosure from actions of Customer/third parties or failures of security measures. We may transfer Customer Data to successors or listed third‑party providers.
2. We may: monitor the Service; disclose information (including Customer Data) to satisfy law or protect Dental City or customers; remove/limit materials; take legal action; and terminate/suspend access. We cooperate with law enforcement and are not liable for actions arising from investigations or for user/third‑party content.

5. General Representations and Warranties

1. Each Party represents and warrants authority to enter these Terms and that acceptance does not violate other agreements; these Terms are binding.
2. Customer will comply with all applicable laws.
3. Customer is solely responsible for Customer Data, possesses necessary rights/consents, and grants Dental City an irrevocable, perpetual, royalty‑free worldwide license to use such materials in connection with the Website and Services.
4. Customer further represents that registration information is accurate; if an individual, Customer is 18+; if an entity, it is duly authorized and its representatives are authorized to bind it.
5. Customer will use the Service for cost estimates for dental care products and not for commercial/anti‑competitive purposes; accuracy depends on valid/current information provided by Customer.

6. No Warranty; Limitation of Liability and Release

1. No warranties. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; we do not warrant uninterrupted, error‑free, or virus‑free operation or that the Service will meet your needs.
2. No indirect damages. Dental City will not be liable for lost profits, savings, or other indirect/special/incidental/consequential damages.
3. Liability cap. Our total liability will not exceed the amounts paid by Customer in the twelve (12) months prior to the claim.
4. We are not liable for accuracy/truthfulness of Customer Data or its loss.
5. Your sole remedy is to discontinue use of the Service.
6. Release. To the fullest extent permitted by law, you release Dental City from claims arising out of disputes between users and acts/omissions of third parties (including California Civil Code §1542 waiver, if applicable).

7. Indemnification

Customer will indemnify and hold harmless Dental City and its affiliates, employees, officers, managers, directors, members, stockholders, agents, licensors, successors and assigns from damages and liabilities (including reasonable attorneys’ fees) arising from Customer’s violations, acts/omissions, or infringement of third‑party rights. Obligations survive termination.

8. Termination and Cessation of Service

1. Either Party may terminate at any time. Certain obligations survive (indemnification, payment, and provisions intended to survive).
2. We may deny or suspend access without notice for violations.
3. Upon termination, we may store/retain Customer Data as required or permitted by law and will not willingly disclose except as authorized or permitted by these Terms.

9. Copyright and Trademark Notice

1. All content/materials on the Website and products offered through the Service are the exclusive property of Dental City or its licensors and are protected by intellectual‑property laws. No licenses are granted except as expressly stated.
2. You may not copy, reproduce, modify, publish, distribute, transmit, transfer, or create derivative works without prior written permission. Unauthorized use may cause irreparable harm, entitling the Company to injunctive relief.

10. Interruption of Service

1. Dental City is not liable for damages arising from interruptions or defects in transmission, including Internet access issues or maintenance activities. No payment reductions for temporary interruptions.
2. We are not liable for interruptions caused by events beyond our control (acts of God, fire, water, riots, government acts, backbone providers, etc.).

11. Customer Data and Data Gathering

1. Customer Data is Customer’s property. Customer grants Dental City a non‑exclusive, irrevocable, perpetual license to use it to provide/improve Services, per our Privacy Policy, to contact Customer/Authorized Users, ensure compliance with these Terms, generate aggregated statistics, comply with law, and keep backups.
2. We may collect anonymous usage data (e.g., timestamps, pages viewed, IP, browser/OS) to improve performance and service.
3. We may use cookies to track aggregate usage. No financial or personal information is stored in cookies.
4. We implement security measures, but Internet transmission is not completely secure. Keep credentials confidential; we may disable credentials at our discretion.

12. Miscellaneous

1. These Terms and the Privacy Policy constitute the entire agreement and supersede prior agreements. Amendments require a written agreement signed by both Parties.
2. If any provision is invalid/unenforceable, it will be construed to reflect original intent; the remainder remains in effect.
3. Customer’s rights are personal and non‑assignable; Dental City may assign its rights/obligations.
4. The Website is controlled/operated in the USA; access from outside must comply with local laws and U.S. export laws.
5. Governing law: State of Wisconsin, USA.
6. Arbitration. Disputes will be settled by binding arbitration in Brown County, Wisconsin, before three arbitrators (one chosen by each Party, the third mutually chosen). AAA rules apply if Parties cannot agree, with costs shared equally. Awards may be entered in state/federal courts in Brown County. Prevailing Party may recover reasonable attorneys’ and expert fees. Dental City may seek injunctive/equitable relief in court prior to arbitration.
7. Remedies are cumulative and not exclusive; failure to exercise rights is not a waiver.

13. Acceptance

The Parties acknowledge that they have read these Terms and agree to be bound. These Terms become effective upon Customer’s electronic acknowledgment on the Website.

14. Your Comments and Concerns

If you have questions, contact Dental City at 1-800-353-9595 or help@dentalcity.com.