Legal Terms and Conditions

SCOPE

These Legal Terms and Conditions apply to the entire Henry Schein Website and all portions of the site contained therein (excluding links to other Websites as provided below), including, but not limited to, the Henry Schein Corporate, Henry Schein Dental, Henry Schein Medical, Henry Schein Technology, and Henry Schein Worldwide portions of the company Website. These Legal Terms and Conditions shall apply to any future portions of the Henry Schein Website (excluding links to other Websites as provided below) unless otherwise stated.

USE OF THIS WEBSITE

Use of this Website and access to the material it contains is subject to the following Legal Terms and Conditions as well as to applicable laws. Your access to and browsing of this Website constitutes your full acceptance of these Legal Terms and Conditions. We reserve the right, at our sole discretion, to update or revise these Legal Terms and Conditions. Please check the Legal Terms and Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Legal Terms and Conditions constitutes acceptance of those changes.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of this Website, you will not use the Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Website in any manner that could damage, disable, overburden, or impair any Henry Schein server, or the network(s) connected to any Henry Schein server, or interfere with any other party’s use and enjoyment of the Website. You may not attempt to gain unauthorized access to any computer systems or networks connected to any Henry Schein server or other systems, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. By using this website, you agree to abide by all restrictions set forth herein with respect to the access and use of this website and all information contained therein (the “website information”). Your use of the access credentials to this website is personal to you and such credentials may not be shared with or used by third parties. You will not permit any third-party to directly or indirectly access the website through your logon information. All website information is for your own personal use and may not be shared with third parties, even if they are analyzing such information for you. You may not transfer, redistribute, license or sublicense, copy, reverse-engineer, disassemble, attempt to derive the source code for, modify, or create derivative works of the website information. You may not either directly or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive sell, rent, lease, copy, lend, broadcast, transmit or otherwise disseminate, or distribute any part of the website information. Henry Schein reserves the right to revoke access to this website for any reason, including but not limited to any use in violation of these terms. Henry Schein makes no representation that the Website is appropriate or available for use in locations outside the United States, and accessing the Website from territories where such content is illegal is prohibited. Those who choose to access this Website from locations outside the United States do so at their own initiative and are responsible for compliance with all applicable laws.

SECURITY

You are responsible for maintaining the confidentiality of your logon information and are fully responsible for all activities that occur under your password or username. You agree (a) to immediately notify Henry Schein of any unauthorized use of your password or username or any other breach of security, and (b) to ensure that you exit from your account at the end of each session.

LINKS TO OTHER WEBSITES

This Website may contain links to other Websites not owned or managed by Henry Schein or its affiliates. Henry Schein provides such links solely for the convenience of our visitors. Henry Schein is not responsible for the accuracy, legal or regulatory compliance, decency, or any other aspect of the content of such sites, and such sites are not investigated, monitored, or checked for accuracy or completeness by Henry Schein. The inclusion of links to such sites does not imply approval or endorsement of the site by Henry Schein or any association with its operators. We urge you to read the terms of use policies on linked Websites before utilizing their products or services as Henry Schein is not responsible for these areas.

PROPRIETARY RIGHTS

Copyrights. Henry Schein is the owner or licensee of all copyrights in and to the content on this Website, including without limitation, (i) all materials, documentation, text, data, graphics, graphs, charts, buttons, photographs, videos, typefaces, music, sounds, HTML code, and interfaces contained on this Website; and (ii) the design, selection and arrangement of this Website. All rights reserved.

Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this Website and the materials provided hereon for the purpose of obtaining and reviewing your account information. Specifically, you are granted permission to view or download a single copy of the material on the Website solely to access our services, place orders, and review your account information. When content is downloaded to your computer, you do not obtain any ownership interest in such content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Ownership of all such content shall at all times remain with Henry Schein or its licensors. Henry Schein and its licensors reserve all rights not expressly granted to you. Use of the copyrightable material on this Website for any purpose not expressly authorized herein without the prior written permission of Henry Schein or its licensors is forbidden.

Trademarks. All trademarks, service marks, trade names, logos, and other designations (collectively the “Marks”) are the sole property of Henry Schein, Let’s Encrypt™, or other third parties that have granted Henry Schein the right and license to use such Marks. Nothing contained on this Website should be construed as granting any license or right to use any such Marks without the written permission of Henry Schein or such third party that may own the Marks displayed.

Your Information. We reserve the right, and you authorize us, to use and freely assign all information regarding the use of this Website by you and all information provided by you in any manner consistent with our Privacy Statement. Click here to read our Privacy Statement, which is incorporated into these Legal Terms and Conditions by reference.

TYPOGRAPHICAL OR OTHER ERRORS

While Henry Schein takes reasonable care and skill to provide information which is accurate and up to date when first included on the Website, typographical and other errors may nevertheless occur. Henry Schein does not undertake to update or correct such information and reserves the right to modify, delete and rearrange any or all of the contents of this Website at any time without notice to you. While Henry Schein makes reasonable efforts to prevent unauthorized tampering with the Website, Henry Schein does not guarantee that its efforts will always be successful. Therefore, as set below, Henry Schein does not warranty that the Website materials will be error-free and disclaims any liability for such errors.

DISCLAIMER OF WARRANTIES

HENRY SCHEIN MAKES NO REPRESENTATION AS TO THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE Website MATERIALS OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS Website. HENRY SCHEIN PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES OR ALTERS THE INFORMATION, INCLUDING, WITHOUT LIMITATION, THE LEGAL TERMS AND CONDITIONS, AT THE Website WITHOUT NOTICE. FURTHER, HENRY SCHEIN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE Website OR ANY SOFTWARE INSTALLED BY YOU IN CONNECTION WITH THE USE OF THIS Website. HENRY SCHEIN SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE INFORMATION ON THE Website. YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION LOCATED ON THIS SITE.

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

Henry Schein makes no representation that the Website or its contents are appropriate for use in every country of the world. Your use of this Website is at your own risk and you are responsible for compliance with applicable local laws, keeping in mind that access to the Website may not be legal by certain persons or in certain jurisdictions.

Some states or nations may not allow the disclaimer of certain warranties, so the above limitations may not apply to you in all cases.

LIMITATION OF LIABILITY

Use of the Henry Schein Website or any software application installed by you in connection with the use of this Website, is at your sole risk. While Henry Schein makes reasonable efforts to ensure the safety and functionality of our website and any software applications associated with its Website, these efforts may fail and errors may occur. IN NO EVENT SHALL HENRY SCHEIN OR ANY OTHER PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE CONTENT OF THIS SITE OR ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS Website BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, COMPUTER VIRUS OR SYSTEM FAILURE, OR LOSS OF DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS Website (OR THE CONTENT PROVIDED AT THIS Website ON ANY Website RELATED TO ANY THIRD PARTY), OR ANY SOFTWARE APPLICATION INSTALLED IN CONNECTION WITH THE USE OF THIS Website OR USERS’ INABILITY TO USE THE CONTENT CONTAINED IN THIS Website (OR ANY OTHER Website), ON ANY THEORY OF LIABILITY. HENRY SCHEIN WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED BY OR ARISING FROM YOUR RELIANCE ON THE CONTENT OF THIS SITE. THESE WAIVERS APPLY EVEN IF HENRY SCHEIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HENRY SCHEIN’S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO HENRY SCHEIN FOR ACCESSING THIS Website OR INSTALLING ANY SOFTWARE APPLICATION ASSOCIATED WITH THIS Website. OUR MAXIMUM LIABILITY TO YOU IF YOU PURCHASE GOODS FROM US WILL BE EQUAL TO THE PURCHASE PRICE YOU PAY FOR THE GOODS.

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE LEGAL TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the exclusion of liability for consequential damages, so the above limitations may not apply to you in all cases.

FORWARD LOOKING STATEMENTS

THE CONTENT TOGETHER WITH ANY DOCUMENTS ISSUED BY HENRY SCHEIN OR ANY OF ITS AFFILIATES, SERVICE PROVIDERS, OR BUSINESS PARTNERS AND AVAILABLE THROUGH HENRY SCHEIN’S WEBSITES MAY CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THOSE STATEMENTS MAY APPEAR IN A NUMBER OF PLACES IN THE SITE AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “COULD,” “EXPECT,” “ANTICIPATE,” “INTEND,” “BELIEVE,” “PLAN,” “ESTIMATE,” “FORECAST,” “PROJECT,” OR OTHER COMPARABLE TERMS OR THE NEGATIVE THEREOF. THE COMPANY PROVIDES THE FOLLOWING CAUTIONARY REMARKS REGARDING IMPORTANT FACTORS WHICH, AMONG OTHERS, COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS, EXPECTATIONS AND ASSUMPTIONS EXPRESSED OR IMPLIED HEREIN. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON THEN-CURRENT EXPECTATIONS OF MANAGEMENT. ALL FORWARD-LOOKING STATEMENTS MADE BY US ARE SUBJECT TO RISKS AND UNCERTAINTIES AND ARE NOT GUARANTIES OF FUTURE PERFORMANCE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN FACTORS, RISKS AND UNCERTAINTIES THAT MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS, OR INDUSTRY RESULTS, TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THOSE FACTORS, RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE FACTORS DESCRIBED UNDER “RISK FACTORS” DISCUSSED IN OUR PERIODIC FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY CAUTIONS THAT THESE FACTORS MAY NOT BE EXHAUSTIVE AND THAT MANY OF THESE FACTORS ARE BEYOND THE COMPANY’S ABILITY TO CONTROL OR PREDICT. ACCORDINGLY, FORWARD-LOOKING STATEMENTS SHOULD NOT BE RELIED UPON AS A PREDICTION OF ACTUAL RESULTS. THE COMPANY UNDERTAKES NO DUTY AND HAS NO OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS.

INDEMNIFICATION BY USER

You agree to defend, indemnify, and hold harmless Henry Schein and its affiliates, parents, subsidiaries, and their respective employees, agents, contractors, officers, directors, successors and assigns from all liabilities, claims, damages and expenses, including without limitation attorneys’ fees and costs, that arise from your use, misuse of this site or use of any software application associated with the use of this Website.

TERMINATION

Henry Schein shall have the right immediately to terminate this agreement with you and your use of the Website if it determines in its sole discretion that you have breached any of these Legal Terms and Conditions or otherwise been engaged in conduct which Henry Schein determines in its sole discretion to be unacceptable.

CHOICE OF LAW AND FORUM

These Legal Terms and Conditions shall be governed by and construed in accordance with the laws of the state of New York, without regard to such state’s rules regarding conflicts of laws. By accessing this Website, you agree that courts located in the Eastern and Southern Districts of New York or in the counties within those federal judicial districts shall have exclusive jurisdiction over all claims and actions arising out of or relating to these Legal Terms and Conditions and/or your use of this site, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such claim or action.

RECORDS

A printed version of these Legal Terms and Conditions and of any notice given in electronic form will be admissible in judicial or administrative proceedings relating to these Legal Terms and Conditions to the same extent and subject to the same conditions as other business documents originally generated and maintained in printed form. For purposes of any dispute, Henry Schein’s records shall be conclusive in all respects.

INTEGRATION AND SEVERABILITY

These Legal Terms and Conditions constitute the entire agreement between you and Henry Schein with respect to this Website and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Henry Schein with respect to this site. If any part of these Legal Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

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Last updated: September 19, 2023