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Terms of Service

Last Updated: March 26, 2019

These Terms of Service (these "Terms of Service") set forth the terms and conditions upon which Colgate-Palmolive Company ("Colgate") provides you, our third-party end-users (each, an "End-User"), access (the "Service") to Colgate’s proprietary smart toothbrushes (the “Devices”), the Colgate Connect mobile applications (each, an “App”) and the shop.colgate.com website (the “Site”). By clicking “I Agree” or by accessing or using the Service, any Device, any App or the Site, you agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or use the Service or any Device or App, or the Site. This is a legally enforceable contract.

THESE TERMS OF SERVICE CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND.

1. License; Reservation Of Rights

1.1 Limited License to Use the Service.

Subject to End-User’s compliance with the terms and conditions of these Terms of Service, Colgate hereby grants to End-User a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for the End-User’s own personal purposes, or, in the case of End-Users who are dental professionals, in their dental practice. Except for the licenses and rights expressly granted under these Terms of Service, no licenses or rights are granted by Colgate to End-User hereunder, by implication, estoppel or otherwise. All such other licenses and rights are reserved to Colgate.

1.2 Other License Restrictions.

End-User shall not (i) copy or modify the Devices, the App or the Site for any purpose; (ii) reverse-engineer, decompile, modify, translate, disassemble or discover the source code for all or any portion of the Devices, the App or the Site; (iii) distribute, disclose, market, rent, lease, lend or otherwise transfer the Service or the App to any other person or entity; or (iv) use the Service to, or permit, enable or assist a third party to, create products or services that compete with the Service, any Device or App, or the Site.

1.3 Intellectual Property Rights.

Colgate retains all intellectual property rights in and to the Devices, the Site and the Apps and the Service, and all related documentation (including all copyrights, patents, service marks, trademarks and other intellectual property rights), including, but not limited to, any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation. Except for rights specifically granted to End-User in these Terms of Service, End-User hereby assigns to Colgate all other intellectual property rights it may now or hereafter possess in or to the Devices, the Service, the Site or the Apps and related documentation, and all derivative works and improvements thereof, and agrees to execute all documents, and take all actions, that may be necessary to confirm such rights. End-User also agrees to retain all proprietary marks, legends and patent and copyright notices that appear on the Devices, the Service, the Site or the Apps and any related documentation delivered to End-User by Colgate and all whole or partial copies thereof.

1.4 Submissions.

For all End-User Content (as defined below), you hereby grant to Colgate and its affiliates a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such End-User Content, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

1.5 Feedback.

If you provide or otherwise make available to Colgate or its affiliates any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Service, Apps, Site, Devices or otherwise, such Feedback will be deemed to be End-User Content, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Colgate under any fiduciary or other obligation.

1.6 Necessary Rights; Waiver.

You represent and warrant that you have all rights necessary to grant the licenses granted in this Section 1, and that your End-User Content, and your provision thereof in connection with the Service, Apps or Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any End-User Content that you may have under any applicable law under any legal theory.

2. Warranties And Limitations Of Liability.

2.1 Warranties.

Colgate warrants that Colgate will use commercially reasonable efforts to cause the Services to operate in substantial conformance with its published documentation. To the fullest extent permitted by applicable law, Colgate’s sole obligation and End-User’s sole remedy with respect to any failure of the Service to substantially conform to the documentation therefore is for Colgate to use commercially reasonable efforts to remedy any such failure as soon as is reasonably practicable, and if such failure is not remedied in a reasonable time, for End-User to terminate these Terms of Service pursuant to Section 4.2.

2.2 No Specific Results.

Specifically, Colgate does not represent, warrant or otherwise guarantee: (a) the effectiveness, reliability and suitability of the Service, the Apps or the Site; (b) the effectiveness, reliability and suitability of communicated information (including any data provided through the Service); (c) that the Service, Apps or the Site will work without interruption or that it will be free of errors, viruses or other harmful components; (d) outcomes resulting from your use of the Service, the Apps or the Site; (e) that the information available on the Apps or Site or through the Service is comprehensive or exhaustive, or that it addresses all relevant symptoms, medicines, and treatments for various oral diseases; or (f) any outcome with respect to health and well-being as a result of the application of this information, particularly regarding cavities and gum diseases.

2.3 No Practice of Dentistry or Medicine.

The Service, Apps and Site 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 Service, Apps and Site do not create a dentist/patient or provider/patient relationship with Colgate. Colgate is not recommending or endorsing any specific dental treatment, dentist or medication.

2.4 Data Collection; Privacy Policy.

Your use of the App is subject to the Colgate Connect Privacy Policy. Your use of the Site is subject to the Colgate-Palmolive Company Privacy Policy.

2.5 Ability to Contract; Legal Age.

The Service is offered and available to End-Users who are 18 years of age or older. By using the Service, you represent and warrant that you are of legal age and otherwise capable of forming a binding contract with Colgate and meet all of the foregoing eligibility requirements. If you are under the age of 18 or the legal age to form a binding contract, you represent and warrant that your parent or legal guardian has read and agreed with the Terms of Service on your behalf, and agreed as your parent or legal guardian to be fully responsible for your compliance with these Terms of Service. If you do not meet all of these requirements, you must not access or use the Service, Site, Devices or the Apps. In the Terms of Service, “you”, “user” or “your” means any person or entity using the Service, Site, Devices or the App, provided that if such person is under the age of 18 or other legal age to form a binding contract, “you” and “your” also includes such person’s parent or legal guardian.

2.6 Warranty Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.1 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COLGATE DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SERVICE, THE SITE, THE APPS (AND, EXCEPT AS EXPRESSLY SET FORTH IN ANY SEPARATE WRITTEN WARRANTY, THE DEVICES) OR ANY OTHER MATTER COVERED BY THESE TERMS OF SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COLGATE DOES NOT WARRANT THAT THE SERVICE, THE SITE OR THE APPS WILL OPERATE WITHOUT INTERRUPTION OR DELAY AND/OR BE ERROR-FREE, OR THAT ALL FAILURES OF THE SERVICE, THE SITE OR APPS TO CONFORM TO THE DOCUMENTATION CAN OR WILL BE CORRECTED. COLGATE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF ANY CONTENT PROCESSED BY THE SERVICE, THE SITE OR THE APPS.

2.7 Limitations of Liability.

EXCEPT AND SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL COLGATE OR ITS AFFILIATES BE LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES ARISE UNDER ANY THEORY OF TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH PARTY IS ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. The maximum aggregate liability of Colgate and its affiliates for any and all claims arising under or in connection with these Terms of Service shall be the greater of the total amount, if any, paid by End-User to Colgate or its affiliates to use the Services or $10. Certain laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. Solely to the extent that these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights.

2.8 Essential Part of the Bargain.

The parties acknowledge that the disclaimers and limitations set forth in this Section 2 are an essential element of these Terms of Service between the parties and the parties would not have entered into these Terms of Service without such disclaimers and limitations.

3. Indemnification; Unauthorized Use

3.1 Indemnification.

To the fullest extent permitted by applicable law, End-User hereby agrees to indemnify and hold harmless Colgate from any and all damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) in connection with any third-party claim attributable to End-User’s provision of content through the Service, Site or the App (“End-User Content”), including any actual or alleged infringement of third-party intellectual property by such End-User Content, and/or in connection with any breach by End-User of these Terms of Service.

3.2 Notification of Unauthorized Use.

End-User shall promptly notify Colgate in writing upon its discovery of any unauthorized use or infringement of the Service, the Device, the Site, the Apps, or the related documentation, or Colgate's intellectual property rights with respect thereto. Colgate shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party and, in the event that Colgate brings such an action or proceeding, End-User shall cooperate and provide full information and assistance to Colgate and its counsel in connection with any such action or proceeding.

4. Term and Termination

4.1 Term.

End-User’s access to the Service shall begin on the date End-User registers for the Service or accesses the Service and shall continue until terminated under the provisions of this Article 4.

4.2 Termination for Convenience.

Colgate may terminate End-User’s use of the Service at any time, except to the extent that Colgate’s right to terminate is prohibited by applicable law. End User may terminate these Terms of Service at any time by cancelling its account for the Service and uninstalling the App and ceasing use of the Site.

4.3 Effect of Termination.

Upon the expiration or sooner termination of these Terms of Service, all license rights of End-User under these Terms of Service shall automatically and immediately cease and End-User shall promptly cease all uses of the Service and shall uninstall the App. Sections 2.6, 2.7, 3, 4.3, 5 and 6 shall survive the expiration or sooner termination of these Terms of Service.

5. General

5.1 Export Compliance.

The Service, the Site and the App may be subject to U.S. and other national export controls and economic sanctions. Individuals or entities owned or controlled, registered in, or related to Cuba, Iran, Sudan, Syria, or North Korea are not permitted to use the Site, the App or access the Service without prior written permission from Colgate once granted by the appropriate jurisdiction. The rights and obligations of End-User shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979, and the Export Administration regulations issued by the Department of Commerce, International Trade Administration, Office of Export Administration. End-User shall certify that it shall not, directly or indirectly, export, re-export or transship the Service in such manner as to violate such laws and regulations in effect from time to time. End-User shall indemnify and hold harmless Colgate from and against any and all losses, claims and expenses incurred by Colgate as a result of the breach of End-User's obligations under this Section.

5.2 Independent Contractors.

In making and performing these Terms of Service, the parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.

5.3 Force Majeure.

In the event that Colgate is unable to perform its obligations under these Terms of Service because of acts of God, strikes, equipment or transmission failure, unavailability or poor performance of the Internet, or other causes reasonably beyond its control, Colgate shall not be liable to the End-User for any damages resulting from such failure to perform or otherwise from such causes.

5.4 Governing Law.

These Terms of Service are governed by the laws of the State of New York, without regard to its choice of law provisions. Subject to Section 5.5 below, the courts of general jurisdiction located within the Borough of Manhattan, New York City, New York State, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms Service or in which these Terms of Service are a material fact.

5.5 Dispute Resolution.

SOLELY WITH RESPECT TO END-USERS IN THE U.S., AND EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COLGATE, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT COLGATE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. EXCEPT AS PROVIDED BELOW REGARDING THE CLASS ACTION WAIVER, SUCH DISPUTES INCLUDE, WITHOUT LIMITATION, DISPUTES ARISING OUT OF OR RELATING TO INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING THE ENFORCEABILITY, REVOCABILITY OR VALIDITY OF THE ARBITRATION PROVISION OR ANY PORTION OF THE ARBITRATION PROVISION. ALL SUCH MATTERS SHALL BE DECIDED BY AN ARBITRATOR AND NOT BY A COURT OR JUDGE.

The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by these Terms of Service. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of these Terms of Service and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms of Service, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms of Service will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

5.6 Waiver of Jury Trial and Class Actions.

FOR INDIVIDUALS IN THE U.S., BY ENTERING INTO THESE TERMS OF SERVICE, 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 SERVICE 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.

5.7 Public Statements.

Either party may disclose the existence of these Terms of Service but may not represent to any third party any positions, statements, intentions or other actions on behalf of the other.

5.8 Assignment.

End-User may not assign any of its rights or privileges, or delegate any of its duties or obligations, hereunder to any third party without the prior written consent of Colgate. Colgate may assign these Terms of Service or any rights or obligations hereunder without consent. Any purported assignment in contravention of this Section shall be null and void. Subject to the foregoing, these Terms of Service shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

5.9 Notices.

All notices and other communications hereunder shall be in writing and shall be deemed effective when delivered by hand, facsimile transmission, reputable overnight delivery service, or certified mail (return receipt requested), postage prepaid to: (a) in the case of Colgate, to the address set forth on the Colgate website to the attention of the Chief Legal Officer; and (b) in the case of End-User, to the address set forth in its account information. In addition, notices to End-User (including notices of changes to these Terms of Service) may be made via posting to the App or Site or by email (including in each case via links). Without limitation, a printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based on or relating to these Terms of Service or the Service, Site or and App or Device to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

5.10 Entire Agreement; Amendment.

These Terms of Service constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior understandings and agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms of Service may not be amended, supplemented or otherwise modified by you except by an instrument in writing signed by both parties and attached hereto. Colgate may modify the Terms of Service upon providing written notice to you either via the email address registered under your account or by posting such changes through the App or through the Site. Any use of the Service, App or Site following any such modification constitutes acceptance of the modification. If you do not accept any modification, you must immediately cease all usage of the Service. Any such modification will not apply to any dispute that arose prior to the date the modification was posted.

5.11 Waivers.

A waiver by either party of a breach or violation of any provision of these Terms of Service will not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of these Terms of Service.

5.12 Severability.

If any provision of the Terms of Service is held to be unenforceable, it shall be severed and the remaining provisions will remain enforceable. The severed provision will be replaced by an enforceable provision most nearly reflecting the intention of the parties.

6. Apple-Specific Terms

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to these Terms of Service and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Colgate at teamconnect@colgate.com. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service and, upon your acceptance of these Terms of Service, will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third-party beneficiary thereof; notwithstanding the foregoing, Colgate’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms of Service is not subject to the consent of any third party.

7. Copyright Infringement Claims.

If you believe in good faith that material available on or through the Service, Apps or Site infringes your copyright, the Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a mechanism for you (or your agent) to send to Colgate a written notice of such alleged infringement, requesting that Colgate remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA provides a mechanism for you to send to Colgate a counter-notice. Notices and counter-notices must meet the DMCA’s then-current statutory requirements. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Melanie Bradley, Chief Trademark Counsel, as follows: By mail to Melanie Bradley, Chief Trademark Counsel, Colgate-Palmolive Company, New York, NY 10022; or by e-mail on https://www.colgatepalmolive.com/en-us/contact-us; or by phone at 1-800-468-6502.

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