Effective Date: February 22, 2018

This website, located at uniform resource locator www.shop.colgateprofessional.com (the “Website”), is provided by Colgate Oral Pharmaceuticals, Inc. (“Colgate,” “we,” “our,” or “us”) to the person accessing the Website (“you,” or “your”). You may use the Website to order and purchase new Colgate products offered through the Website.

1. You Agree to These Terms by Using the Website

Your access to, and use of, the Website is subject to the following Terms of Use and all applicable laws and regulations. By accessing and using the Website, you accept, without limitation or qualification, these Terms of Use. Colgate may, at any time and without notice, modify these Terms of Use by revising them on the Website. Your continued use of the Website constitutes your acceptance of any such revisions. You should therefore periodically visit this page to review the current Terms of Use. You may not modify these Terms of Use except in a written agreement signed by Colgate.
If you do not agree and accept, without limitation or qualification, these Terms of Use, you must exit the Website and cease using the Website immediately.

2. Permitted Use of the Website

The information and materials on the Website are provided for use by dental professionals, dental offices and dental clinics for general informational purposes. The Website is not intended for general consumer use. You may use the Website solely for the purpose of learning about or purchasing Colgate products. Purchasing of products on the Website requires pre-registration with Colgate or its designated distributor, Henry Schein, Inc. (“Distributor”). Orders for product on the Website will be processed by Distributor. Prices reflected on the Website are estimates only, and may not reflect taxes, shipping, handling or other charges imposed by Distributor. You will receive your final invoice reflecting actual charges from Distributor. You may not use, reproduce or distribute the text, graphics, downloads, tools or any other content on the Website for any other purpose.

3. No Practice of Dentistry or Medicine

The information and materials on the Website are not intended to be, and must not be taken to be, the practice of dentistry, medicine or other healthcare services by Colgate. Use of the Website does not create a dentist/patient or provider/patient relationship with Colgate. Colgate is not recommending or endorsing any specific dental treatment, dentist or medication.

4. User-Submitted Content

The Website may, from time to time, offer interactive features that allow users to submit content to the Website, such as product reviews. Colgate does not and cannot review all such content, and is not responsible for such content.You acknowledge that by providing the ability to view and distribute your user-generated content on the Website, Colgate is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability related thereto. However, Colgate reserves the right to block or remove communications or materials that it determines to be unacceptable to Colgate in its sole discretion.Harassment in any manner or form on the Website, including via email, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Colgate employee, host, or representative, as well as other members or visitors on the Website, is prohibited. You may not upload to, distribute, or otherwise publish through the Website any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, which may constitute or encourage a criminal offense, violate the rights of any party, or which may otherwise give rise to liability or violate any law.

5. Electronic Communications

When you visit the Website or send emails to Colgate, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

6. Privacy

The Colgate Privacy Policy is incorporated and made part of these Terms of Use. You hereby agree to such Privacy Policy. Any personal data (for example, your name, address, telephone number or email address) that you transmit to the Website by electronic mail or otherwise will be used by Colgate in accordance with the Privacy Policy. Any other communication or material you transmit to the Website, such as questions, comments, suggestions or the like, will be treated as non-confidential and non-proprietary.

7. Typographical Errors

8. Disclaimer – Warranty

9. Indemnification

You agree to indemnify, defend, and hold harmless Colgate, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Website using your Internet account.

10. Limitations of Liability

11. Third-Party Links

In an attempt to provide increased value to our visitors, Colgate may link to sites operated by third parties. However, even if the third party is affiliated with Colgate, Colgate has no control over these linked sites, all of which may have separate privacy and data collection practices, independent of Colgate. These linked sites are only for your convenience and therefore you access them at your own risk. Without limiting the foregoing, Colgate specifically disclaims any responsibility if such sites: (i) infringe any third party’s intellectual property rights; (ii) are inaccurate, incomplete or misleading; (iii) are not merchantable or fit for a particular purpose; (iv) do not provide adequate security; (v) contain viruses or other items of a destructive nature; or (vi) are libelous or defamatory.
Colgate does not endorse the content, or any products available, on such sites. Nonetheless, Colgate seeks to protect the integrity of its website and the links placed upon it and therefore requests any feedback on not only this Website, but for sites it links to as well (including if a specific link does not work).

12. Intellectual Property

You acknowledge and agree that all materials, including, without limitation, content, data, software, information, products and services, contained on or provided through this Website (“Materials”), are protected by copyright, trademark, service mark, patent, trade secret, or other proprietary rights or laws; that except as specifically permitted by these Terms of Use, any use of Materials is strictly prohibited; that except if we and/or the applicable rights holder(s) give you prior written permission, you will not sell, license, rent, modify, print, copy, reproduce, download, transmit, distribute, publicly display, publicly perform, publish, edit, adapt, compile, or create derivative works from any Materials (including, without limitation, through framing or systematic retrieval to create collections, compilations, databases or directories); and that except if we give you prior written permission, use of any Web browsers (other than generally available third-party browsers), engines, software, spiders, robots, avatars, agents, tools, or other devices or mechanisms to navigate or search the Website is strictly prohibited. Notwithstanding the foregoing, you may download or print single copies of Materials for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

13. Copyright

Copyright © 2018, Colgate Oral Pharmaceuticals, Inc. ALL RIGHTS RESERVED.
All content included on the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Colgate or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Website is the exclusive property of Colgate and protected by United States and international copyright laws. All software used on the Website is the property of Colgate or its software suppliers and protected by United States and international copyright laws. You agree not to change or delete any proprietary notices from materials printed or downloaded from the Website.

14. Copyright Complaints

We respect the intellectual property of others, and we ask you and all of our Website users, affiliates, licensors and suppliers to do the same. If you believe that your copyrighted work has been copied and is accessible on this Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with all of the following information:

1. The electronic or physical signature of the copyright owner, or the person or entity authorized to act on behalf of the copyright owner.
2. A specific description of the copyrighted work claimed to be infringed.
3. A specific description of the claimed infringing activity (including the specific Web page address on this Website).
4. A specific description where the original or an authorized copy of the copyrighted work exists (including, for example, a specific Web page address not on this Website).
5. Your name, address, telephone number and E-mail address.
6. A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, the person or entity authorized to act on behalf of the copyright owner, or the law.
7. A written statement by you, made under penalty of perjury, that all of the above information is accurate, and that you are the copyright owner or the person or entity authorized to act on behalf of the copyright owner.

15. Export Control

Software and other materials downloaded or otherwise made available from the Website may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from the Website may be downloaded or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders.
Colgate does not authorize the downloading or exportation of any software or technical data from the Website to any jurisdiction prohibited by the United States Export Control Laws.

16. Dispute Resolution

Any controversy or claim between the parties or arising out of these Terms of Use or any use of the Website shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (the “AAA”). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within forty-five (45) days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empaneled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. Testimony shall be permitted by telephone, video conference and other forms of real-time telecommunications. If the arbitrator requires in-person hearings, the hearings shall be held in New York, New York. The arbitral award will be final and binding, and may be entered and enforced in any court of competent jurisdiction.

17. Waiver of Jury Trial and Class Actions

BY ENTERING INTO THESE TERMS OF USE, YOU AND COLGATE ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND COLGATE BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THESE TERMS OF USE IS DEEMED INAPPLICABLE OR INVALID, OR TO THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND COLGATE BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

18. Law and Jurisdiction

These Terms of Use and your use of the Website are governed by the laws of the State of New York, without regard to its choice of law provisions. The courts of general jurisdiction located within New York, New York, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Website or in which these Terms of Use and/or the Website are a material fact.

19. Assignment

Colgate may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

20. Questions and Feedback

We welcome your questions, comments, and concerns about the Website. Please send us any and all feedback pertaining to the Website by contacting us at https://www.colgatepalmolive.com/en-us/contact-us.

21. Survival

The provisions of these Terms of Use entitled “Disclaimer - Warranty,” “Indemnification,” “Limitation of Liability,” Dispute Resolution,” “Waiver of Jury Trial and Class Actions, “Law and Jurisdiction” and “General Provisions” will survive the termination of these Terms of Use.