Client Terms of Use

Welcome to GoTu Technology, Inc. (“GoTu” “we,” “us” or “our”)!

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY BROWSING OR OTHERWISE USING THE GOTU  PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER, BROWSE OR OTHERWISE USE THE PLATFORM.

1. INTRODUCTION

A. Purpose: The purpose of these Terms are to establish the terms regarding your access to and use of GoTu ’s Platform.

B. GoTu: GoTu provides access to a technology platform for licensed Dentists and Dental Offices (collectively “Clients”) and other third-parties, along with administrative staff (front desk support, office managers) and licensed, National Board of Dental Hygiene Certified Registered Dental Hygienists, Dental Assistants (EFDA and RDA), and Associate Dentists (collectively “Dental Auxiliary Personnel”) to connect with each other for the purposes of engaging in a business-to-business arrangement for the provision of Dental Care Services. GoTu is not a Dentist Office and is neither affiliated with self-employed or independent contractor Dental Auxiliary Personnel nor Clients that use its Platform. GoTu merely provides a platform for Clients and Dental Auxiliary Personnel to connect under whatever terms they so choose. GoTu also contracts with a third-party employment provider (the “Employment Provider”) to connect Clients with certain Dental Auxiliary Personnel who provide Dental Care Services as employees of the Employment Provider (“Dental Auxiliary Employees”) at the option of Clients and the Dental Auxiliary Personnel, and as required in certain cases due to applicable law.

C. You: You seek Dental Care Services from a Dental Auxiliary Personnel and you independently determine which Hygienist you want to engage, when you want to engage the Hygienist, and what Dental Care Services you want provided through GoTu ’s platform. You are (a) are 18 years of age or older, (b) have not been previously suspended or removed from the Platform, or engaged in any activity that could result in removal from the Platform, (c) do not have more than one Account on the Platform, and (d) have full power and authority to enter into this Terms and in so doing will not violate any other Terms to which you are a party. If you engage Dental Auxiliary Personnel as employee(s), the agreement between or among the Employment Provider, you, and/or the Dental Auxiliary Employee for the provision of services under these Terms, if any, will also govern the provision of Dental Care Services by the Dental Auxiliary Employee.

D. Acknowledgements: You must read, agree to, and accept all of the terms and conditions contained in these Terms in order to use GoTu ’s Platform. By browsing, using, signing up for, downloading, or otherwise accessing any part of GoTu ’s Platform, or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree to be bound and abide by these Terms. If you do not want to agree to these Terms, you must not browse, access or otherwise use GoTu ’s Platform. If you are using GoTu ’s Platform on behalf of an organization, you represent that you have the right to bind such organization to these Terms, and the terms “Client” and “you” will include both you, the individual user, and such organization.

2. ARRANGEMENT BETWEEN THE PARTIES.

A. Dental Auxiliary Personnel (Collectively “ Dental Auxiliary Personnel”):

Where and when applicable in certain states, Client acknowledges that Independent Contractor Dental Auxiliary Personnel are independent contractors operating as self-employed individuals who use GoTu ’s Platforms to offer and provide Dental Care Services to Clients. Client acknowledges and agrees that GoTu has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing or location of any work or Dental Care Services performed by Dental Auxiliary Personnel. However, GoTu requires Dental Auxiliary Personnel to prove their appropriate credentials, including but not limited to, current and active license, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the GoTu Platform. Client further represents, acknowledges, and warrants that throughout the Terms shall at all times treat Dental Auxiliary Personnel as independent contractors and that Client will take no action that is inconsistent with such classification.

Where and when applicable in certain states, while GoTu is not the employer of any Dental Auxiliary Personnel, certain Dental Auxiliary Personnel may be employed by the Employment Provider as Dental Auxiliary Employees. If Client engages Dental Auxiliary Employees and pays them for hourly work, (a) Client will be deemed to have automatically approved all hours worked, including overtime and (b) Client authorizes and instructs GoTu to make payment to each Dental Auxiliary Employee for time reflected on any time sheet, including overtime payments. For such Dental Auxiliary Employees, Client and Employment Provider may enter into a separate payroll agreement. For Dental Auxiliary Employees, Client further agrees to comply with all applicable laws (e.g., not requiring or encouraging any Dental Auxiliary Employee to work without recording time, not discouraging or prohibiting Dental Auxiliary Employees from taking any meal or rest periods authorized by law) and acknowledges and agrees that overtime wages are included in the payments and costs to be paid by Client to GoTu.

B. Authorized Users: Client acknowledges and agrees that the Client is bound by and responsible for any and all actions taken by Authorized User of Client in accessing or using the Platform and are subject to the terms and conditions of this Terms. If the Client’s Authorized User ceases to be employed by the Client or the Client otherwise wishes to replace its contact, the Client shall promptly notify GoTu by written notice. Authorized Users may only access the Client portion of the Platforms by invitation sent by GoTu as determined by the Client. Authorized Users are required to complete the Client’s registration/profile and create a unique username and password.

C. Platform: GoTu grants to the Client, a non-exclusive, non-transferable license for the Client, through its Authorized Users to access the Platform so that the Client can use the Dental Care Services in strict accordance with these Terms, which is incorporated herein by reference. Authorized Users may only access or use the Platform for the Client’s own internal purposes in accordance with these Terms. GoTu will use reasonable efforts to include accurate and up-to-date information, however, GoTu makes no warranties or representations as to its accuracy. GoTu assumes no liability or responsibility for any errors or representations in the content of the Site.

D. GoTu Duties: Client acknowledges and understands:

i. All Dental Auxiliary Personnel or Dental Auxiliary Employees are required to maintain the confidential nature of your information at all times in accordance with governing law.

ii. GoTu provides Client with access on the Platforms, in accordance with these Terms. While most information and documentation will be contained and viewable through the Platform, GoTu may, in its reasonable discretion, and upon reasonable request by the Client, provide the Client with such information as the Client may require from time to time.

iii. GoTu requires Dental Auxiliary Personnel to provide proof of current and active license and when applicable, Occupational Accident Insurance, and Malpractice Insurance, before being allowed to use the GoTu Platform to offer services to Clients.

iv. GoTu shall ensure that Dental Auxiliary Personnel have the required applicable license or certification, successfully pass a background check, including but not limited to criminal and OIG exclusion checks or provide proof of a current and active license from the applicable State Licensing Board of Dental Hygienists.

v. Notwithstanding anything to the contrary herein, Client acknowledges and agrees that GoTu has no authority or control over the Dental Care Services that Dental Auxiliary Personnel provide during an Engagement or otherwise, including the quality and method of providing such Dental Care Services or the day-to-day oversight or supervision of the Dental Auxiliary Personnel’s provision of such Dental Care Services. The Client further acknowledges and agrees that GoTu does not and will not provide Dental Auxiliary Personnel with any tools, equipment, or uniforms for the performance of Dental Care Services.

E. Client Duties. Client acknowledges and accepts:

i. The person executing these Terms on behalf of Client has the authority to legally bind the Client to Terms.

ii. You are fully licensed to practice Dentistry. Any licenses, certifications and insurances required by the State Board of Dentistry are in compliance and up to date. Any insurance required by the Dentist/Dental office will be applied to the Dental Auxiliary Personnel.

iii. The Client determines in its sole discretion the Engagements that it desires to request, approve, offer and/or accept from Dental Auxiliary Personnel on the Platform. The Client is not required to request, approve, offer or accept a minimum number of Engagements per month.

iv. By confirming an Engagement, the Client is authorizing the Dental Auxiliary Personnel to provide Dental Care Services for the duration of the Engagement.

v. The Client determines in its sole discretion which Dental Auxiliary Personnel to approve and accept for its Engagements through the Platform.

vi. GoTu is not the employer of or joint employer with any Dental Auxiliary Personnel. Dental Auxiliary Personnel are not employees, agents, or legal representatives of GoTu .

vii. Dental Auxiliary Personnel are independent contractors providing Dental Care Services directly to Client or Dental Auxiliary Employees of the Employment Provider. Dental Auxiliary Personnel are not employees, agents, or legal representatives of Client.

vi. GoTu is not the employer of or joint employer with any Dental Auxiliary Personnel. Dental Auxiliary Personnel are not employees, agents, or legal representatives of GoTu .

vii. Dental Auxiliary Personnel are independent contractors providing Dental Care Services directly to Client. Dental Auxiliary Personnel are not employees, agents, or legal representatives of Client.

NON-CIRCUMVENTION. At no time during the terms of this Agreement shall Client directly circumvent the relationship between GoTu and Dental Auxiliary Personnel in order to solicit the same services Dental Auxiliary Personnel provide Client through GoTu’s Platform. If Client wants to seek a written exception from GoTu to this provision and hire Dental Auxiliary Personnel, please contact Support at (786) 460-2170.

In the event that the Client engages, hires, or contracts with any Dental Auxiliary Personnel within GoTu’s network, after the Dental Auxiliary Personnel has been engaged through the GoTu’s platform, the Client agrees to pay the applicable circumvention fee. GoTu will notify Client of such fee upon knowledge of circumvention, Client agrees to pay such fee within ten (10) days of notification, and shall be liable to pay a circumvention fee to GoTu unless mutually agreeable arrangements are made in advance of any such direct engagement. Client agrees to be charged automatically to the payment method on record. Should Client not pay the applicable fee, Client agrees to pay any collection fees incurred by GoTu for its efforts in such collection.

3. USE OF PLATFORM

• Registration: In order to engage Dental Auxiliary Personnel and otherwise use the Platform, you are required to identify and register with GoTu  and provide information on your Authorized User(s). You are also required to create a username and password and verify that you are over eighteen (18) years of age.
• Functionality: GoTu may release and make available to Client various functionalities to help with client satisfaction. Such functionality may include, but is not limited to, automatic shift confirmations or rating reviews for personnel. Client agrees and understands that these functions may be available to Client and are provided as-is and GoTu does not warrant or guarantee accuracy in such additional functionalities. 
• Unauthorized Use: You are solely responsible for activity that occurs with your username/password and shall be responsible for maintaining the confidentiality of your password. You shall never use another person’s Account to accept an Engagement or otherwise. If you discover any unauthorized use of your username/password, or other known security breach, you must report it to GoTu immediately. You agree that you are responsible for anything that happens through your username/password until you terminate or deactivate your Account with GoTu.
• Request Engagements: Once registration is completed, you shall have access to request Engagements with Dental Auxiliary Personnel. GoTu uses a proprietary online scheduling system that allows you direct access to request and accept Engagements on the Platform. All requests, confirmations, and cancellations for Engagements are done so only through the Platform. By you confirming an Engagement, you enter into an agreement with the Hygienist for the Hygienist to perform Dental Care Services during that Engagement.Unauthorized Use: You are solely responsible for activity that occurs with your username/password and shall be responsible for maintaining the confidentiality of your password. You shall never use another person’s Account to accept an Engagement or otherwise. If you discover any unauthorized use of your username/password, or other known security breach, you must report it to GoTu  immediately. You agree that you are responsible for anything that happens through your username/password until you terminate or deactivate your Account with GoTu.

4. INTELLECTUAL PROPERTY RIGHTS

The Platform and its entire contents, features and functionality including but not limited to all information, software, text, data, displays, images, video and audio, and the design, selection and arrangement thereof (“Our Property”), are owned by GoTu, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use the Platform solely to the extent necessary for the Specified Purpose only, as permitted by this Terms. We reserve all other rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit Our Property or any of the material on our Platform, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by Your Web browser for display enhancement purposes.
• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use.

You must not delete or alter any copyright, trademark, or other proprietary rights notices from Our Property. You must not access or use for any commercial purposes other than the Specified Purpose any part of the Platform or any Services or materials available through the Platform. If you wish to make any use of material on the Platform other than that set out in this section, please address your request to [email protected].

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by GoTu . Any use of the Platform not expressly permitted by theseTerms is a breach of these Terms and may violate copyright, trademark, and other laws.

The marks of GoTu, its logo, and all related names, logos, product and service names, designs and slogans are trademarks of GoTu or its affiliates or licensors. You must not use such marks without the prior written permission of GoTu . All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners, and each owner retains all rights in its marks. Any use of marks displayed on the Platform will insure solely to the benefit of their respective owners.

5. BILLING AND PAYMENT TERMS

A. Booking Fee: GoTu facilitates payments to Dental Auxiliary Personnel from the Client for Dental Care Services Dental Auxiliary Personnel provides during Engagements. GoTu charges Clients a standard Booking Fee for Hygienists and a flat rate booking fee for Dental Assistants, such fees will be advised during onboarding or upon request. The Dental Hygienist Booking Fee is calculated based on the Dental Auxiliary Personnel hourly rate, which is agreed to by and between Client and Dental Auxiliary Personnel. GoTu charges Clients for both the Dental Auxiliary Personnel, as agreed between You and the Dental Auxiliary Personnel, and the GoTu Booking Fee upon shift confirmation.

B. Confirmation of Dental Auxiliary Personnel Hours: Upon completion of an Engagement, the applicable Dental Auxiliary Personnel is required to submit to a record confirming its completion of the Engagement through the Platform. Client is required to electronically confirm the number of hours worked by Dental Auxiliary Personnel recorded through the Platform within 24 hrs of the completed Engagement. Unchanged hours for confirmed Engagements will be auto-approved. Undisputed or auto-approved hours for completed Engagements after one (1) day of the completed Engagement are deemed correct and payable according to these terms. In the event that the dental office initiates the early departure of the professional without any culpability on the part of the professional, the professional shall retain the entitlement to compensation corresponding to the originally scheduled hours.

C. Cancellation: If you elect to cancel a confirmed match for Dental Care Services with seven (7) or more days (168+ hours) advanced notice, you will not be charged a cancellation fee. If you cancel a confirmed match with less than seven days advance notice, the following cancellation fee schedule shall apply:

i. If an Engagement is canceled between 4 – 7 days (96 – 168 hours) before a shift, the office will be refunded 100% of the Dental Auxiliary Personnel pay, but will not be refunded the GoTu Booking Fee that was charged upon confirmation.

ii. For an Engagement that is canceled between 1 – 4 days (24 – 96 hours) before the shift, the office will be refunded 75% of the Dental Auxiliary Personnel pay and will not be refunded the GoTu Booking Fee that was charged upon confirmation. The Dental Auxiliary Personnel will then be paid 25% of the booked pay for the inconvenience and loss of work.

iii. An Engagement canceled or adjusted within 1 day (24 hours) before a shift will NOT be refunded, and you will still be charged 100% of the Dental Auxiliary Personnel pay and the GoTu Booking Fee that was charged upon confirmation. The Dental Auxiliary Personnel will still be paid 100% of the booked pay for inconvenience and loss of work as they may not be able to otherwise find work during the same time slot.

iv. Regardless of time of cancellation, if an Engagement is canceled within 20 minutes after a match was confirmed, the office will be refunded for 100% of the Dental Auxiliary Personnel pay and 100% of the GoTu Booking Fee.

D. Payment & Statement of Charges: Payment is due immediately upon shift completion and shall be charged via the payment method on record unless agreed upon in writing between GoTu and Client. Client will receive a generated electronic statement after each completed shift reflecting the total amount charged to the select payment method. All statements will identify the name of the Dental Auxiliary Personnel, the date and Engagement time worked by the Dental Auxiliary Personnel, and the applicable rate.

E. Payment Form: Client is required to have a form of payment on file with GoTu. Client will be charged a processing fee of 3.5% if charges are paid with credit cards. You can pay with a credit/debit card or ACH. Credit/Debit cards payments are processed by Stripe, and you must agree to the Stripe terms and conditions prior to using the GoTu platform. The ACH payments are processed through Plaid, and the office must agree to the Plaid terms and conditions before using the GoTu platform.

F. Late Fees: Client is required to pay GoTu the entire charge for each Engagement amount immediately or within the agreed upon terms with GoTu following completion of the shift. Failure to make a timely payment shall result in GoTu ’s discretion to change an interest penalty of 1.5% per month, for each month or part thereof on the outstanding amount owed (not to exceed the highest rate allowed by law) until all amounts owed, including the interest, have been paid in full, or an automatic withdrawal of the amount owed on the fifth (5th) business day after the agreed upon payment terms have passed.

G. Collection Costs: If GoTu incurs costs or expenses to collect its fees or other sums due under this Terms or to enforce any non-monetary terms of this Terms or as result of Client’s default under this Terms, Client agrees to pay to GoTu any and all such costs and expenses (including, but not limited to, reasonable attorneys’ fees and disbursements) incurred by GoTu in connection therewith.

H. Suspend and Termination: GoTu reserves the right to suspend or terminate the Client’s or any of its Authorized Users’ access or use of the Platforms if the Client fails to make a timely payment in accordance with these Terms. Any failure by GoTu to assert a right or provision of this Section of shall not constitute a waiver of such right or provision.

6. ADDITIONAL EMPLOYMENT PROVIDER TERMS: 

If Client engages Dental Auxiliary Employees, the Employment Provider may have additional or different billing or payment terms that apply. In the case of a conflict between such additional financial terms and this Section, the Employment Provider terms control.

• Employment Provider will handle certain administrative and legal requirements relating to the hiring of Dental Auxiliary Employees, including offering, tracking and paying Dental Auxiliary Employees’ legally required sick leave, employment agreements, policies and notices, wage payment, payroll taxes, workers’ compensation, unemployment insurance, and Affordable Care Act (ACA), if applicable, in addition to any other benefits required by law. If Client requests to work with Dental Auxiliary Employees, in addition to Client’s responsibilities set forth herein, Client shall: (a) not request or allow Dental Auxiliary Employees to commence work until Client receives notice from GoTu) or the Employment Provider that employment paperwork has been completed and employment has started; (b) absent exigent circumstances, (i) provide at least 72 hours advance notice before terminating a worker’s employment assignment, or (ii) immediately provide notice of any voluntary termination; otherwise, Client will be responsible for any penalties or costs for violating or complying with laws governing final paycheck requirements; and (c) immediately inform the Employment Provider of any request for a leave of absence or disability accommodation or if Client becomes aware of a potential disability or need for leave or accommodation and provide any legally protected accommodation or leave.
• Payroll Fee. If Client engages a Dental Auxiliary Employee via the Employment Provider, Client will pay fees set forth in a separate agreement, such as a Payroll Agreement according to its terms. The amount of such fees will be provided to Client prior to the Employment Provider hiring the relevant Dental Auxiliary Employee.

7. HIPAA.

Client understands and agrees that because GoTu provides access to a technology platform and does not provide Dental Care Services, GoTu does not have any access to personal health information (“PHI”) of Client’s patients. As a result, GoTu does not need to execute a Business Associate Agreement (“BAA”). However, Client has the discretion to require Dental Auxiliary Personnel to sign a BAA should they have access to the PHI of Client’s patients.

8. LIMITATIONS OF LIABILITY.

A. IN NO EVENT WILL GOTU, ITS AFFILIATES OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEB PLATFORMS LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE PLATFORM OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT SHALL GOTU’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

B. GOTU’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE DENTAL CARE SERVICES WITH DENTAL AUXILIARY PERSONNEL, BUT YOU AGREE THAT GoTu HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY DENTAL AUXILIARY PERSONNEL OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

C. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

9. WARRANTIES. 

• THE MATERIALS ON THIS SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. GOTU SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT OR MATERIALS POSTED ON THE SITE. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW,  GOTU) DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS.
• You warrant and guarantee that You shall not transmit to GoTu or upload to this Site any Harmful Code or use or misappropriate the data on this Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

10. TERMINATION.

A. The term of these Terms shall commence on and be effective as of the date of this Terms is first accepted by you and will continue until this Terms is terminated in accordance with the terms and conditions herein.

B. Except as otherwise provided herein, you can terminate these Terms with or without cause by providing prior written notice to GoTu of such termination. Any termination of the Terms in accordance with the foregoing shall be effective as of the date of the later of (a) the date on which you delete and deactivate your Account and (b) the day after you have completed your last Engagement that has already been scheduled and accepted by a Hygienist as of the time GoTu receives your notice of termination.

C. Notwithstanding anything to the contrary in these Terms, GoTu may terminate or deactivate your Account and/or terminate these Terms immediately, with respect to you in the event you are in violation of these Terms in material breach of the Terms.

11. INDEMNIFICATION.

A.By entering into these Terms and using the Dental Care Services, you agree, to the fullest extent permitted by applicable law, that you shall defend, indemnify and hold GoTu , its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with you treating Dental Auxiliary Personnel inconsistently with their classification as an independent contractor, including but not limited to the following claims:

i. based on alleged breach of any term of these Terms, representations, and warranties of you set forth herein,

ii. based on violation of any applicable law or regulation;

iii. based your violation of any rights of any third party, including Dental Auxiliary Personnel;

iv. based on the negligent or intentional acts;

v. based on your content you submit, post, or transmit through the Platform,

vi. related to any Engagement, including any claims by any third party or government agency that Dental Auxiliary Personnel were misclassified as an independent contractor or employee of you, and any claim that GoTu was an employer or joint employer of Hygienist and/or any of your affiliate, employee, or subcontractor, and related legal claims under any employment laws;

vii. based the actions of associated employees; or

viii. based on your use or misuse of the Dental Care Services or a claim that any User Data infringes the copyright, trademark, or patent rights of any third party.

12. MISCELLANEOUS.

A. Nondiscrimination: GoTu does not discriminate on the basis of sex, color, race, national origin, religion, gender, gender identity, marital status, age, sexual orientation, or any other applicable federal, state, or local protected class.

B. Headings: Headings are used in theseTerms for reference only and shall not be considered when interpreting these Terms.

C. Modifications: Except as provided in the “Arbitration Agreement and Class Waiver” in Section 8 above, and with the exception of claims already asserted in arbitration, GoTu reserves the right to change the Client Terms at any time at our sole business discretion. Updated versions of the Terms will never apply retroactively and the updated Terms will give the exact date they go into effect. If the modifications to the Terms constitute a material change, in GoTu’s good faith reasonable judgment, GoTu will notify you Via email or posting notice Via App/Platform. If you do not agree to any amendment of the Terms, you must immediately stop using the Platform. Your continued use of the Platform after any modification to the Terms constitutes acceptance of the amended Terms. However, any changes to the Arbitration Agreement, will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Platform.

D. Survival: Sections 1, 2, 3,4, 5, 6, 7, 8, and 9 will survive any termination of these Terms.

E. Notices: Any notice or other communication required or permitted by this Terms to be given to a party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, or mailed by U.S. registered or certified mail (return receipt requested), or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party’s address or facsimile number written below or at such other address or facsimile number as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective 3 business days after mailing in accordance with this Section 10.E.

(1) If to GoTu , to:

GoTu

Attention: Legal Department

[email protected]

(2) If to Client, to the last address of Client provided in writing by Client to GoTu.

F. Waiver and Severability: No waiver by GoTu of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of GoTu to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. The invalidity of any one or more of the words, phrases, sentences, clauses, or sections contained in these terms shall not affect the enforceability of the remaining portions of these terms or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, or sections contained in the Terms shall be declared invalid or unenforceable by a court of competent jurisdiction, or an arbitrator as applicable, the Terms shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or section or sections had not been inserted. If such invalidity is caused by scope, length of time, or size of area, or any or all of the foregoing, the otherwise invalid or unenforceable provision will be considered to be reduced to such scope, time, or area, which would cure such invalidity and render it valid and enforceable.

G. Assignability: The Terms and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable, by you to any third party without our prior written consent in our sole discretion. Any purported assignment, transfer or delegation without such consent will be null and void. GoTu may assign or otherwise transfer or delegate the Terms (including any rights or obligations hereunder), including to any purchaser of GoTu’s business, from time-to-time in our sole discretion. These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.

H. Governing Law: These Terms shall be governed by the laws of the State of Florida without regard to Florida’s conflicts of law rules.

I. Entire Terms: These Terms and agreements references herein constitute the entire agreement between the parties with respect to the subject matter of these Terms and supersedes all prior written and oral agreements between the parties regarding the subject matter of these Terms.