GREENLIGHT COMPLIANCE CENTER TERMS OF USE ^{(Rev 2/2/2023)}

PLEASE READ THESE GREENLIGHT TERMS CAREFULLY BEFORE USING THE GREENLIGHT PORTAL.  Hu-Friedy Mfg. Co., LLC ("Hu-Friedy," "we" or "us") and the other member companies of HuFriedyGroup (collectively with Hu-Friedy, “HFG”), require all users of the Greenlight Compliance Center portal maintained by HFG at http://greenlightcompliancecenter.com  (“Portal”), which includes without limitation the information, content, protocols, features, text, graphics, images, and other materials and related services available through the Portal, and all modifications, enhancements, and updates to any of the foregoing (collectively, “Content”), to adhere to these Greenlight Terms of Use (“Greenlight Terms”). By accessing or using the Portal, you agree, on your own behalf and on behalf of any corporation or other legal entity that you represent or for which you access the Portal ("Company"), to be bound by and comply with these Greenlight Terms. Do not use this Portal if you do not so agree.

1. LICENSE AND RESTRICTIONS. We grant you a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the Portal only for its intended purposes (namely, for obtaining guidance on infection control compliance and best practices for dental offices and/or obtaining results and related information regarding mail-in testing services) in accordance with these Greenlight Terms. Except as expressly permitted in these Greenlight Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Content for any purpose whatsoever without our prior written consent. Moreover, you may not:

• distribute or otherwise provide access to any portion of the Portal (whether in printed or electronic form) to any third party outside of your Company;
• modify, decompile, reverse engineer, disassemble, or create derivative works of any portion of the Portal;
• remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice within the Portal;
• circumvent, disable, or otherwise interfere with security-related features of the Portal, including, without limitation, any features that prevent or restrict use or copying of any Content or that enforce limitations on the use of the Portal;
• transmit, use, or distribute programs or material that contain malicious code, such as viruses, time bombs, cancelbots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
• disable, impair, overburden, or otherwise interfere with the proper operation of the Portal;
• post or transmit any information that is unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, invasive of another’s privacy or publicity rights, or otherwise objectionable (as determined by us in our sole discretion); or
• engage in any conduct or assist a third party in engaging in any conduct, which violates these Greenlight Terms, or any local, state or federal law or regulation (collectively, “Laws”).

2. USER REQUIREMENTS. Except as otherwise agreed in writing, users accessing the Portal for purposes of infection control compliance (“Greenlight Members”) (i) acknowledge and agree that to be eligible to access the Portal, you must have purchased at any time at least 10 Hu-Friedy/HuFriedyGroup Instrument Management System Cassettes from HFG or our authorized distributors (“Greenlight Member Requirement”). If you do not to meet this purchase requirement, we may suspend and/or terminate your access to the Portal at any time upon 5 days’ notice. Users accessing the Portal solely for the purposes of mail-in testing services (“Mail-In Services Members”) are exempt from this purchase requirement.
3. ACCESS AND TERMINATION. To access the Portal, you must provide your practice name, address, phone, dealer of choice and email address, and create log-in credentials to create a user account (“Account”). You agree to provide accurate information, which you will keep current. You are responsible for maintaining the confidentiality of your log-in credentials and agree not to share them with anyone else. You agree that you will be solely responsible for use of your Account based on your log-in credentials, including without limitation unauthorized use. You agree to immediately notify us of disclosure or unauthorized use of your log-in credentials or Account.

You acknowledge and agree that we may act on instructions received through your log-in credentials and/or Account, and we may, but are not obligated to, with or without notice to you, deny access and/or block any activity conducted with your log-in credentials or Account if we suspect unauthorized activity. Moreover, we may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, limit and/or terminate your access to the Portal for any reason, including without limitation: (i) if we believe that you have violated any of these Greenlight Terms; (ii) at the request of law enforcement, government agencies or courts; (iii) if we discontinue or materially modify the Portal or any portion thereof; (iv) if unexpected technical or security issues or problems arise; and/or (v) if we believe that your use of or access to the Portal may create any risk for us, our subsidiaries, affiliates, contractual partners, or other users. Termination of your access to the Portal may include but is not limited to: (i) the deletion of some or all of the information associated with your Account; and/or (ii) banning you from using the Portal or any portion thereof by any available means, including without limitation by blocking your IP address. Any suspension or termination shall not affect your obligations to us under these Greenlight Terms.

4. WARRANTIES, DISCLAIMERS AND LIABILITY. HFG MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE PORTAL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE PORTAL WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (C) THE RESULTS OR CONTENT OBTAINED FROM THE PORTAL WILL BE CURRENT, ACCURATE, COMPLETE OR RELIABLE. THE PORTAL IS PROVIDED AS-IS AND WE WAIVE ALL OTHER WARRANTIES REGARDING THIS PORTAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HFG OR THROUGH THE PORTAL WILL CREATE ANY WARRANTY OR OTHER OBLIGATION NOT EXPRESSLY STATED HEREIN.

YOU UNDERSTAND THE STATE OF KNOWLEDGE REGARDING INFECTION CONTROL AND PREVENTION IS EVOLVING AND MAY BE UNCERTAIN.   HFG, IN COLLABORATION WITH EXPERIENCED HEALTH PROFESSIONALS, HAS BASED THE CONTENT ON APPLICABLE FEDERAL REGULATIONS, THE GUIDELINES FOR INFECTION CONTROL IN DENTAL HEALTH-CARE SETTINGS-2003 FROM THE CENTERS FOR DISEASE CONTROL AND PREVENTION, AND OTHER RESOURCES AS REFERENCED IN THE CONTENT. HOWEVER, PER THE CDC, SOME INFECTION-CONTROL PRACTICES ROUTINELY USED BY HEALTHCARE PRACTITIONERS CANNOT BE RIGOROUSLY EXAMINED FOR ETHICAL OR LOGISTICAL REASONS AND IN THE ABSENCE OF SCIENTIFIC EVIDENCE FOR SUCH PRACTICES, CERTAIN RECOMMENDATIONS ARE BASED ON STRONG THEORETICAL RATIONALE, SUGGESTIVE EVIDENCE, OR OPINIONS OF RESPECTED AUTHORITIES BASED ON CLINICAL EXPERIENCE, DESCRIPTIVE STUDIES OR COMMITTEE REPORTS. HFG IS UNABLE TO VERIFY OR VALIDATE THE FOLLOWING FACTORS WHICH MAY INFLUENCE YOUR INFECTION CONTROL PRACTICES: MAINTENANCE AND UPKEEP OF EQUIPMENT, SUPPLIES NOT MANUFACTURED BY HFG, QUALITY OF WATER SUPPLY, AND OTHER ENVIRONMENTAL CONDITIONS.  WHILE THE CONTENT IS BELIEVED TO BE CURRENT AT THE TIME OF INCLUSION INTO THE PORTAL, WE DISCLAIM ANY OBLIGATION TO UPDATE THE CONTENT. GIVEN THE ABOVE, YOU ACKNOWLEDGE AND AGREE YOUR USE OF THE PORTAL IS AT YOUR SOLE DISCRETION AND RISK AND FOR YOUR GENERAL INTERNAL INFORMATIONAL PURPOSES ONLY. YOU ARE ULTIMATELY AND SOLELY RESPONSIBLE FOR YOUR PRACTICE AND WE REFER YOU TO THE CURRENT OFFICIAL VERSIONS OF STATE, FEDERAL OR OTHER GOVERNMENTAL OR REGULATORY RULES, LAWS, STANDARDS AND POLICIES; THE INSTRUCTIONS FOR USE AND PRODUCT LABELS WITH RESPECT TO ANY PRODUCT OR PROCESSES DESCRIBED IN THE PORTAL; THE RELEVANT STATE INSTRUMENT PROCESSING PROTOCOLS; AND THE APPLICABLE RECOMMENDED BEST PRACTICES AND STANDARDS OF APPLICABLE AGENCIES, INCLUDING THE CDC AND AAMI.

YOU RELEASE US FROM, AND HFG DISCLAIMS ALL LIABILITY WITH RESPECT TO, ALL CLAIMS, DEMANDS, DAMAGES AND OTHER LIABILITY RELATED TO OR ARISING FROM YOUR USE OF THIS PORTAL, INCLUDING WITHOUT LIMITATION, YOUR RELIANCE ON THE CONTENT AND LOSS OR CORRUPTION OF ANY DATA YOU SUBMIT INTO THE PORTAL. EXCEPT AS OTHERWISE REQUIRED BY LAW, WE DO NOT MAKE ANY COMMITMENT TO RETAIN SUCH DATA FOR ANY PERIOD OF TIME.  THEREFORE YOU AGREE TO MAINTAIN YOUR OWN COPY OF SUCH DATA AT ALL TIMES.  WE MAY USE THIRD PARTIES TO PROVIDE CERTAIN CONTENT AND SERVICES ACCESSIBLE THROUGH THE PORTAL. WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS. IN THE EVENT OF ANY LIABILITY, WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES AND OUR LIABILITY WILL BE LIMITED TO $500.

IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR LIABILITY, IN WHICH EVENT, SOME OF THE ABOVE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

5. MISCELLANEOUS.
   1. Cooperation. You will cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Greenlight Terms.
   2. Survival. The provisions of these Greenlight Terms which by their nature should survive the suspension or termination of your access to or use of the Portal or any portion thereof, will survive, including, but not limited to, the indemnities, releases, disclaimers, limitations on liability and all of the miscellaneous provisions set forth below.
   3. Statute of Limitations. You agree that regardless of any Laws to the contrary, any claim or cause of action arising out of or related to the use of the Portal, Content, or these Greenlight Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
   4. Entire Agreement. Our Terms of Use (“Terms of Use”) available at https://www.hufriedygroup.com/terms-of-use, which includes without limitation our Privacy Policy available at https://www.hu-friedy.com/privacy-policy, are incorporated herein by reference. For the avoidance of doubt, all references to Greenlight Terms will be interpreted to include the Terms of Use, and all defined references in the Terms of Use to: (i) “Terms” will be interpreted to include these Greenlight Terms; (ii) “Content” will be interpreted to include the Content as defined in these Greenlight Terms above; (iii) “Site” will be interpreted to include the Portal as defined in these Greenlight Terms above; and (iv) “Submission” will be interpreted to include all data you submit in the Portal. In the event of any conflict, the descending order of control will be these Greenlight Terms, Privacy Policy then Terms of Use. These Greenlight Terms and all documents referenced herein constitute the entire agreement between you and us with respect to this subject matter and all other written or oral agreements or understandings between you and us with respect to the subject matter hereof are null and void.
   5. Questions. Please contact us with any questions regarding the Portal or these Greenlight Terms at support@greenlightcompliancecenter.com.  Your feedback or questions will be deemed to be non-confidential and we shall be free to use such information in accordance with the Privacy Policy.