DS Points Plus Terms & Conditions

DENTSPLY SIRONA INC. LOYALTY PROGRAM

Terms and Conditions

Effective Date: October 4, 2019

ARTICLE 1

GENERAL

1.1 OVERVIEW

The DENTSPLY SIRONA LOYALTY PROGRAM (the “Program”) is a loyalty reward program offered by DENTSPLY SIRONA INC. (the “Company”, “us”, “our” or “we”) to certain customers of the Company. The Program is accessible through https://shop.dentsplysirona.com/en-us/user/ds-points-plus/ds-points-terms-and-conditions.html (the “Program Website”) and any other related sites and applications referred to on the Program Website including without limitation https://shop.dentsplysirona.com/en-us/user/ds-points-plus/ds-points-benefits.html (the “Benefits Page”).

The Program allows persons who have completed the membership enrollment steps (each, a “Program Member” or “Member”) as associated with a rewards member account (“Member Account or Account”) in accordance with the present Terms and Conditions to collect points when making purchases on items identified from time to time by the Company (“Eligible Purchases”), and to redeem these points for rewards, or benefits offered by the Company from time to time.

Members acquire no vested right or entitlement to the continued availability of any particular reward, benefit or redemption level.  By using this website and participating in the Program, this information is intended solely for the use of healthcare professionals. A healthcare professional must always rely on his or her own professional clinical judgment when deciding whether to use a particular product when treating a particular patient. Dentsply Sirona Inc. does not dispense medical advice and recommends that healthcare professionals be trained in the use of any particular product before using it in a procedure or surgery. A healthcare professional must always refer to the package insert, product label and/or instructions for use, including the instructions for cleaning and sterilization (if applicable), before using any Dentsply Sirona product. 

 

1.2 TERMS AND CONDITIONS

The terms and conditions set forth herein (the “Terms & Conditions”, and together with any terms set forth on the Program Website, the Benefits Page and any other terms accessible through any of the foregoing, collectively the “Program Terms”) govern the Program. The Company in its sole discretion can, restrict, suspend, amend, extend or otherwise alter the Program Terms at any time and without prior notice. If the Program Terms have been updated, the Company will post the new Program Terms on the Program Website and note the date that they were last updated. We encourage Members to review the Program Terms each time they use the Program.  Federal, state or local law may require the disclosure by the Participant of discounts, rebates, or other reductions in price received, directly or indirectly, pursuant to this program, in claims, charges, or reports made to federal healthcare programs, including Medicare and Medicaid. The Participant hereby acknowledges this obligation and warrants and represents that it will properly report and disclose, and appropriately reflect all reduction in price received and all amounts paid hereunder (including all rebates) as discounts to the extent required by applicable state and federal laws and regulations, including the Physician Payments Transparency Requirements of the Patient Protection and Affordable Care Act of 2010, 42 U.S.C. 1320a-7h, and implementing regulations, and the discount “safe harbor” regulations, published at 42 C.F.R. Section 101.952(h).

1.3 ACCEPTANCE

By using or enrolling in the Program, you accept and agree to be bound by these Terms and Conditions.

 

 

ARTICLE 2

PROGRAM MEMBERSHIP

2.1 MEMBERSHIP ENROLLMENT

Membership is free and no initial purchase is required in order to become a Member. To become a valid Member, you must complete the enrollment process by providing complete and accurate information and indicating your acceptance of the Program Terms.

 

2.2 PASSWORDS AND SECURITY

In order to enroll in the Program, you will have to register and create an Account with us and provide one or more names, email addresses, login usernames and passwords (together, “ID”). You are responsible for maintaining the confidentiality of your ID. You agree not to use the ID of any third party or disclose your ID to any third party. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use of your Account, you must notify us immediately. You agree to provide us with correct and complete Account information at all times and inform us of any changes to the information you have provided. We will keep your ID confidential.

 

2.3 SUSPENSION RIGHTS; CAPACITY

If the Company determines that a Program Member has abused any of the Program’s privileges, fails to comply with any of the Program Terms, or makes any misrepresentation to the Company, the Company may, in its sole discretion, take such actions as it deems appropriate, including without limitation, suspending such Member’s privileges under the Program, revoking any or all of the points in such Program Member’s Account, and/or revoking the Program Member’s membership in the Program, in each case, with or without advance notice to the Member and without liability to the Company.

Points will not be awarded if in the Company’s reasonable opinion the merchandise purchased will be used for resale or commercial use and any points awarded on such purchases will be forfeited. If a Member was awarded points for an offer or promotion in which a Member purchased product(s) in excess of reasonable quantities, the points awarded as a result of that offer or promotion may be forfeited without prior notice and the Account may be suspended or closed.

Unless further restricted elsewhere in the Program Terms, Membership is only available to (i) individuals above the age of majority and who have legal capacity, and (ii) corporations, businesses, charities, partnerships, enterprises, schools or anyone other than an individual, provided that such entity has legal capacity and has duly authorized such Membership  but not including DSOs.  If a Member does not meet the capacity requirements set out above, all points awarded to such Member may be forfeited without prior notice and the Account may be suspended or closed.

 

2.4 CHANGE IN INFORMATION

Program Members are responsible to advise the Company immediately of any change to their address or other contact information.  The Company will not be responsible for any communication not received by a Program Member, provided that the Company sent such communication to the address or other contact information then on file from such Program Member.

 

2.5 INACTIVE ACCOUNTS

A Program Member Account is deemed to be inactive if points are not earned in connection with such Account for 2  years. Once an Account is deemed to be inactive, all points in such Account may, in the Company’s sole discretion, be deemed to have been forfeited by such Member, with or without notice.

 

2.6 ACCOUNT CLOSURE

Points are reduced to zero upon closure of a Membership and any Member Accounts.

 

2.7 SECURITY

If an Account is used by any other person, all points relating to redemption of points and/or purchases made by such other person will be credited to the Member’s Account. The Company assumes no liability or responsibility for points redeemed by any person(s) prior to a notification to the Company’s Customer Service Center that the Account has been compromised. Any points redeemed prior to notification shall be at the Member’s risk.

 

 

ARTICLE 3

REWARD POINTS

 

3.1 COLLECTION; REDEMPTION

Points can be earned by Program Members in connection with purchases of goods and/or services made through the Company (whether online and/or from physical locations) as set forth on the Benefits Page, regardless of method of payment, provided that the Account is presented/entered at the time of purchase.  

Points can be redeemed for rewards. When enough points have been accumulated to obtain the reward(s) desired, redemption may occur through online and/or physical locations as set forth on the Program website or Benefits Page.  The redemption schedule, available rewards and other information is available on the Benefits Page.  

A Member must provide his/her Account when redeeming points to protect the integrity of the Member’s points balance. Each Member is responsible to ensure that all Personal Information is correct and up-to-date, and the Company reserves the right to block redemptions where the Member information is inaccurate or incomplete. Members are solely and entirely responsible for keeping their Account secure.  

 

3.2 VALUE

Points have no cash value and are not exchangeable for cash. The accumulation of points does not entitle the Program Members to any vested rights, and the Company does not guarantee in any way the continued availability of any reward, redemption level, or any other benefit. The Company assumes no liability to Members with regard to the addition or deletion of items from or for which points can be collected and/or redeemed.

 

3.3 TRANSFERABILITY

Except as permitted from time to time by the Company, points cannot be assigned, exchanged, traded, bartered, purchased or given by gift or otherwise sold. Any points so acquired are void.  For the avoidance of doubt, such prohibited transfers include transfers upon operation or law upon the death of a Member.

 

3.4 RETURN/EXCHANGE POLICY

In the event of a return/exchange of any eligible purchase that initially earned points, such points will be deducted automatically from the Account that was used for the eligible purchase (whether or not the Account is presented at the time of return and/or exchange). Points will be deducted at the same rate as they were earned.

Upon the return and/or exchange of products awarded through the redemption of points, all redeemed points will be forfeited.

3.5 PROMOTION
From time to time, the Company may advertise or offer exclusive offers to select Members to earn or redeem points for items other than a discount reward or receive other benefits or discounts.

 

 

ARTICLE 4

PRIVACY

4.1 CONFIDENTIAL INFORMATION

We are committed to protecting your privacy. We will maintain the privacy and security of all personal information collected from Members, including, but not limited to: name, address, email address, telephone numbers, date of birth, account and purchasing information (“Personal Information”).

 

You understand that through your use of the Program, you consent to the collection and use of this information. As part of providing you the Program, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Program and your Account.

You agree that: (i) we may give you notices of new, revised or changed terms and other important matters by prominently posting notice on the home page of the Site, or in another reasonable manner; and (ii) we may contact you by mail or email sent to the address provided by you.  You agree to promptly notify us if you change your email or mailing address. 

If you have a question regarding using the Site, you may contact us. You acknowledge that the provision of customer support is at Company’s sole discretion and that we have no obligation to provide you with customer support of any kind.   

You verify that any contact information provided to Company, including, but not limited to, your mailing address, phone number, email address, residential phone number, and mobile phone number is true and accurate.  You further verify that you are the telephone subscriber and/or that you own any telephone numbers that you provide to Company.  You acknowledge that by voluntarily providing your telephone numbers to Company, you expressly agree to be contacted at the telephone numbers you provide.

You consent to receive e-mails, pre-recorded voice messages and/or autodialed calls (including text messages) by or on behalf of Company relating to the Site or your inquiries, any transaction with Company, and promotions regarding Company products.  These communications may be made by or on behalf of Company, even if your phone number is registered on any state or federal Do Not Call list.  You acknowledge that you may incur a charge for these calls by your telephone carrier and that Company will not be responsible for these charges.

Company may obtain, and you expressly agree to be contacted at, e-mail addresses, mailing or shipping addresses and phone numbers provided by you directly or obtained through other lawful means, such as skip tracing.  You agree to provide Company notice within thirty (30) days of any change to your contact information by contacting us .  Your consent to this communications provision is not required to make any purchase with Company. Link to Dentsply Sirona Privacy Policy: https://www.dentsplysirona.com/en/legal/privacy-policy.html.

4.2 UNSUBSCRIBE

By sharing your email address and as an active customer and Program Member, we and/or our service providers may communicate to you special offers, services, promotions and program information. You can unsubscribe from receiving such messages at any time by updating your online account, by contacting customer service of the applicable entity, or by clicking unsubscribe at the bottom of any promotional email. This should prevent You from receiving emails and renders the Member Account Inactive pursuant to Section 2.5 above.

 

 

ARTICLE 5

GENERAL

 

5.1  ACCEPTANCE

By enrolling in the Program, each Member (i) certifies that he or she is over the age of majority in the state or province in which he or she resides (or is supervised by a parent or legal guardian who agrees to the Program Terms) and of mental capacity (or is supervised by a legal guardian who agrees to the Program Terms), (ii) consents to the company’s collection and use of certain personal information, except as he or she may otherwise notify the Company and (iii) agrees to the Program Terms, as they may be amended from time to time.

 

5.2 OTHER TERMS

These Terms & Conditions are in addition to any other Program Terms, and shall be read together with such other Program Terms as one and the same instrument; provided, that if there is a conflict between any terms set forth in these terms and conditions, the Program Website, the Benefits Page and/or any other Program Terms, such conflict shall be resolved as follows: first, the Benefits Page shall prevail, thereafter these Terms & Conditions, thereafter the Program Website and finally any other Program Terms.  For the avoidance of doubt, in the event of any action, proceeding or other dispute arising from or relating to any Program Terms, such dispute shall be settled in accordance with the provisions and procedures set forth in these Terms & Conditions.

 

5.3 ABUSE

Any abuse by a Member of the Program’s privileges, any failure by a Member to follow these Terms and Conditions, or any misrepresentation by a Member may subject the Member to expulsion from the Program, including forfeiture of all accumulated points.

 

5.4 WAIVER

Every effort has been made to ensure that the information herein is correct. The Company is not responsible for any errors or omissions in printed copies of these Terms and Conditions nor those published from time to time on its website.

Any waiver by the Company of the strict observance, performance or compliance by a Member with any of the Terms and Conditions contained herein, either expressly granted or by course of conduct, shall be effective only in the specific instance and shall not be deemed to be a waiver of any rights or remedies of the Company as a result of any other failure to observe, perform or comply with the Terms and Conditions. No delay or omission by the Company in exercising any right or remedy hereunder shall operate as waiver thereof or of any other right or remedy.

In the event that any provision in these Terms and Conditions is determined to be invalid, illegal, or unenforceable, such determination shall not affect the validity and enforceability of any other remaining provisions of these Terms and Conditions.

 

5.5 CONTACT

If you have any questions about these Terms and Conditions or if you wish to provide any feedback with respect to the Program, please contact us at: 833-372-8255 (DS2TALK) and our email address for questions is DS2HELP-NA@dentsplysirona.com. You acknowledge that telephone calls to or from Company are monitored and recorded and you agree to such monitoring and recording.

 

5.6 JURISDICTION/GOVERNING LAW

This Agreement shall be construed and enforced in accordance with the laws of the State of New York, and if that state’s laws or regulations are more stringent than the forms of the agreement, the state law or rule shall govern. Any action brought under, pursuant to, or in connection with this Agreement shall be brought only in the United States District Court for the Southern District of New York or the courts of the State of New York sitting in New York, New York, USA, and each party consents to jurisdiction of such court.

 

5.7 DISPUTE RESOLUTION

DENTSPLY SIRONA INC. may elect to resolve any controversy or claim arising out of or relating to these Terms and Conditions, the Program, the Benefits Page, the Program Website and any other Program Terms or claims relating thereto by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York, USA and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a state or federal court of competent jurisdiction in the state of New York, necessary to protect the rights or the property of you or DENTSPLY SIRONA INC. (or its agents, suppliers, and subcontractors), pending the completion of arbitration.

 

5.8 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK.  THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, Company and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, the “Company Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

(a)     the Site (including the Content);

(b)     the functions, features, or any other elements on, or made accessible through, the Site;

(c)     any products, services, or instructions offered or referenced at or linked through the Site;

(d)     whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device);

(e)     whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;

(f)     whether any defects to or errors on the Site will be repaired or corrected;

(g)  whether your access to the Site will be uninterrupted;

(h)      whether the Site will be available at any particular time or location;

(i)     whether your use of the Site is lawful in any particular jurisdiction; and

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN PROGRAM TERMS PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

 

5.9.   LIMITATIONS OF OUR LIABILITY

UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

(a)     the Site (including the Content);

(b)  your use of or inability to use the Site, or the performance of the Site;

(c)     any action taken in connection with an investigation by Company Parties or law enforcement authorities regarding your access to or use of the Site;

(d)     any errors or omissions in the Site’s technical operation; or

(e)     any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Company Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Site). 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. 

EXCEPT AS MAY BE PROVIDED IN ANY PROGRAM TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID COMPANY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. 

 

Waiver of Injunctive or Other Equitable Relief

IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY (INCLUDING YOUR LICENSED USER-GENERATED CONTENT) OR A LICENSOR OF COMPANY.

 

5.10.    UPDATES TO TERMS

These Terms (or if applicable Program Terms), in the form posted at the time of your use of the applicable services to which it applies, shall govern such use (including transactions entered during such use).  AS OUR SITE EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY PROSPECTIVELY BE MODIFIED AND WE MAY CEASE OFFERING THE SITE UNDER THE TERMS OR PROGRAM TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE SITE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted terms of service and any applicable Program Terms each time you use the Site (at least prior to each transaction or submission).  The new terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you.  However, the terms of service (and any applicable Program Terms) that applied when you previously used the Site will continue to apply to such prior use (i.e., changes and additions are prospective only) unless mutually agreed.  In the event any notice to you of new, revised or additional terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the home page, and the email you associated with your purchases for notices, all of which you agree are reasonable manners of providing you notice.  You can reject any new, revised or Program Terms by discontinuing use of the Site and related services.

 

5.11.    GENERAL PROVISIONS

         A.          Company’s Consent or Approval.  As to any provision in these Terms or any Program Terms that grants Company a right of consent or approval or permits Company to exercise a right in its “sole discretion,” Company may exercise that right in its sole and absolute discretion.  No Company consent, or approval may be deemed to have been granted by Company without being in writing and signed by an officer of Company. 

         B.          Investigations; Cooperation with Law Enforcement; Termination; Survival.  Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Program Terms, (iii) investigate any information obtained by Company in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Program Terms, and (vi) discontinue the Site, in whole or in part, or, except as may be expressly set forth in any Program Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.   Any suspension or termination will not affect your obligations to Company under these Terms or any Program Terms.  Upon suspension or termination of your access to the Site, or upon notice from Company, all rights granted to you under these Terms or any Program Terms will cease immediately, and you agree that you will immediately discontinue use of the Site.  The provisions of these Terms and any Program Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Company in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

         C.          Assignment.  Company may assign its rights and obligations under these Terms and any Program Terms, in whole or in part, to any party at any time without any notice.  These Terms and any Program Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Company. 

         D.          Connectivity.  You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service providers, mobile services, and other services needed for your access to and use of the Site and you will be responsible for all charges related to them.