KaVo Kerr Preferred Loyalty Program Terms & Conditions

10/01/17

BY PARTICIPATING IN THE LOYALTY PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS & CONDITIONS.

OVERVIEW: The KaVo Kerr Preferred Loyalty Program (“Program”), offered by Kerr Corporation, 1717 West Collins, Orange CA 92867 and by KaVo Dental Corporation, 11727 Fruehauf Dr., Charlotte, NC 28273 (including authorized agents acting on its behalf supporting the Program, “Sponsor” or “KaVo Kerr”), provides eligible dental practices (through their authorized agents) the opportunity to access via www.KaVokerrpreferred.com rewards, promotion programs and/or assets. The Program allows Members (as defined herein) to earn Program points (“Points”) for qualifying purchases of KaVo and Kerr products from KaVo and Kerr Authorized Dealers and Distributors (“Dealer/Distributors”). Program Points continue to be earned on Kerr purchases for existing Kerr Loyalty members and for new members from the date of registration. Starting on July 1, 2017, all members will automatically earn points on both KaVo and Kerr purchases. Starting October 1, 2017, all Members will earn points for qualified service contracts (“SLAs”).  Points may be redeemed for KaVo and Kerr products, a rebate check and/or qualifying CE tuition reimbursement, as specified in these Terms and Conditions (including subsequent amendments and additions hereto, “Terms and Conditions” or “Agreement”), and on the Program website at www.KaVokerrpreferred.com  (“Program Site”).  Participation in the Program is also subject to Sponsor’s Privacy Policy (located at www.KaVokerrpreferred.com/privacy/) and the Program Website Terms of Use (located at www.KaVokerrpreferred.com/terms).   ELIGIBILITY: The Program is open to all dental practices classified as a Private Practice (1-9 offices) who: (a) operate a place of business in the United States and/or Canada excluding Quebec; and (b) have registered for this Program by entering their required name and contact details at www.KaVo kerrpreferred.com; (each an “Eligible Practice”). Eligibility for the Program is subject to verification at Sponsor’s sole discretion; registrants that are not Eligible Practices may not participate in the Program.  The Program is void where prohibited.REGISTRATION: There are two membership types; primary member (“Primary Member”) and associate member (“Associate Member”), (collectively “Members”).  A Primary Member is an authorized lead representative of an Eligible Practice and controls the Practice’s Point earning and redemption activity.  Associate Members are individuals employed by an Eligible Practice who do not have access to point earning/redemption, but do have access to Program content.  The first to register for a private practice will be the default Primary Member.  Those who register subsequently under that practice will be Associate Members.  To assign a new Primary Member contact customer service here: kerrpreferred@gmg.zendesk.com.

Beginning in June, 2017, a practice representative may visit Program Site, review these Program Terms and Conditions, Sponsor’s Privacy Policy and Sponsor’s Terms of Use, and proceed to input all requested member and Eligible Practice registration information in the form provided (“Registration Form”). The first to register for the practice and upon confirmation (subject to continuing verification by Sponsor), will be deemed the Primary Member of the Program and thereafter making the Eligible Practice eligible for specific Program benefits described herein.By registering, the Primary Member represents and warrants that he/she has the authority to participate in the Program on behalf of Eligible Practice in accordance with these Terms and Conditions and is at least 18 years of age. Primary Member must be lawfully identifiable human being; no fictitious or alias names and no machines, scripts or automated services may be used for purposes of participation in the Program.Membership in the Program is not transferable; however, an alternate Primary Member can be designated to administer the Program on behalf of an Eligible Practice. See the Program Site for information on how to update Primary Member information.Associate Member Registration: Beginning in June, 2017 an authorized Associate Member of an Eligible Practice may visit Program Site, review these Program Terms and Conditions, Sponsor’s Privacy Policy and Sponsor’s Terms of Use and proceed to input all requested Member registration information in the provided Registration Form if a Primary Member from their practice has previously registered (first to register). Upon confirmation, the subsequent registration(s) for the Eligible Practice will be deemed an “Associate Member” of the Program and thereafter be eligible for specific Program benefits described herein.Collection and use of personally identifiable information for both Primary and Associate Members submitted or verified in conjunction with Program registration is subject to Sponsor’s Privacy Policy. The Eligible Practice agrees that the Sponsor may republish an Eligible Practice’s business name for publicity purposes in association with reward redemption/receipt activities. Primary and Associate Members agree to receive communications from Sponsor regarding participation in the Program.Primary Members and Associate Members agree to provide true and accurate registration information to enroll and participate in the Program, in conjunction with their Eligible Practice, and further agree to revise all identifying/contact information in a timely manner to ensure that the Primary and Associate Member information provided in connection with the Program is at all times updated and accurate. Sponsor is not responsible for contacting any Primary and Associate Member by any means if that Primary and Associate Member has failed to provide updated information. See the Program Site for information on how to update any Primary and Associate Member information or contact customer service here: kerrpreferred@gmg.zendesk.comCOMMENCEMENT OF POINT EARNING AND OPENING OF ACCOUNTS: Points continue to be earned on Kerr purchases for existing Kerr Loyalty members and for new members from the date of registration. Starting on July 1, 2017, all members will automatically earn points on both KaVo and Kerr purchases.  Points may be redeemed for KaVo and Kerr products, a rebate check and/or qualifying CE tuition reimbursement. KaVo.  Current Kerr Preferred loyalty members must complete the full Primary Member’s registration before points are deposited. Points will be deposited for current loyalty members for purchases made from January 1, 2017. New members will start earning points when they register.  Full password protected Member accounts will be established starting on July 1, 2017, where Program Point-earning activities can be reviewed and monitored, and from which Program Points can be used for future Program redemptions activities. Starting October 1, 2017, all Members will earn points for qualified SLAs.HOW TO EARN POINTS: Points are non-transferable Program measurement units which may be used on the Program Site. Points are earned and awarded to the Eligible Practice for the purchase of qualified KaVo and Kerr Products as well as equipment SLAs. See point schedule here.  Sponsor reserves the right to change the number of points earned for the purchase of a qualified KaVo Product, Kerr Product and SLAs at any time.  Points have no cash value. Points earned pursuant to a qualified purchase that correspond to a subsequent product return for a refund, or associated with a returned check due to insufficient funds, will be deducted from the Eligible Practice’s account.

KaVo and Kerr product redemptions from KaVo and Kerr promotions and programs will not count towards loyalty Program Points.

Program purchases will be credited when a KaVo Kerr Dealer/Distributor provides KaVo Kerr with proof of a Primary Member’s purchase. SLAs will be credited when KaVo confirms proof of purchase/payment. The timing of point deposits is dependent on the frequency in which the Dealer/Distributor/KaVo Kerr reports purchase data.  Once sales data is received, points will be deposited within approximately 10 business days.  Points earned are based on dealer sales records selected upon registration by the Primary Member.  If valid sales records are missed during registration, the Primary Member may edit their registration at a later date to add/delete sales records.  If sales records are added, points tied to those records will be deposited as earned from the member’s registration date or July 1, 2017, whichever is shorter in duration. 

Not valid on purchases made from a KaVo Kerr Dealer/Distributor in any country other than US and Canada (excluding Quebec). Please contact a KaVo Kerr Representative or view our current list of Dealer/Distributors at http://www.kerrdental.com/kerrdental-contact-distributors-2.

“Qualified Products” means the following:

The Program relates only to KaVo products, Kerr products and equipment SLAs including products sold by Aribex and DITC; it is not applicable to products sold or branded by KerrLab, Pentron Clinical, DUX Dental, Beavers Dental, Metrex, Ormco, Implant Direct or any other Danaher Corporation subsidiary.  Only KaVo and Kerr brand name consumable products and equipment qualify towards the Program. No private label products shall qualify for Points under the Program.

A full list of eligible KaVo and Kerr products as well as SLAs can be found here.

 “KaVo Kerr Authorized Dealer/Distributor” means the following:

KaVo Kerr authorized dealers and/or distributors who sell KaVo and/or Kerr product to private practices in the US and Canada (excluding Quebec) and report sales data to KaVo and/or Kerr on a regular basis.

A full list of authorized KaVo and Kerr Dealer/Distributors can be found here. Sponsor reserves the right to modify the definitions of Qualified Products and KaVo Kerr Authorized Dealers/Distributors at its reasonable discretion in these Terms and Conditions and at Sponsor’s reasonable discretion, on the Program Site and in other official Program communications to existing and prospective Primary and Associate Members. Sponsor reserves the right, at any time, to review the validity of a Member's existing, accruing, tendered or post-redemption Points for compliance with these Terms and Conditions, the actions by which Points have been earned, and of the Program and official Program communication media.Primary and Associate Members may earn for their Eligible Practice additional, supplemental or discounted Program Point(s) for other promotions and activities relating to Sponsor or its products and services (or Sponsor’s affiliates and their products and services), as such Point-earning opportunities may be specified from time to time to Program Members, subject to the terms and conditions of those specifications, in Sponsor’s sole discretion.

Earned Program Points will be automatically deposited into the Primary Member Members’ account (on behalf of the Eligible Practice) within approximately 10 business days from the time they are reported by such Member’s Participating Dealer/Distributor to Sponsor, subject to verification at Sponsor’s sole reasonable discretion.  As a Member of the Program, you agree to the release of all sales data Dealer/Distributors for the purpose of proper account management and reward calculations. Sponsor reserves the right to add, remove, and/or otherwise change the point-earning opportunities for Members over the duration of the Program, at any time.The accumulation, calculation, retention and use of Points is subject to review and validation by Sponsor, in a manner deemed appropriate by Sponsor, at any time and Sponsor reserves the right to take corrective actions, as deemed appropriate by Sponsor, with respect to Points or redemptions at any time, upon reasonable notice to an affected Primary Member. Members agree to reasonably cooperate in a review and validation by Sponsor, relating to any aspect of the Program.REDEEMING POINTS: Program Point redemption opportunities are offered only to Primary Members.  Earned Points may be redeemed for items offered in the Program catalog, which is accessible at the Program Website.  Item categories include KaVo Kerr Products, Checks and Continuing Education Tuition Reimbursement (in the form of a PromoCode). KaVo Kerr may refuse a redemption request if the Primary Member is not in good standing on its KaVo Kerr purchases. Sponsor will not deliver any such items to P.O., APO or FPO boxes. Redemption products can only be shipped within the United States and Canada (excluding Quebec). Items ordered at the same time may arrive separately. Merchandise will be delivered to the practice shipping address as recorded by a Dealer/Distributor record within approximately 4 to 6 weeks of placing the order, unless otherwise notified. Rewards must be redeemed in accordance with Program communications. KaVo Kerr is not responsible for replacing lost or stolen product.

EXPIRATION OF POINTS: Unless a Primary Member is terminated or otherwise terminates their participation in the Program as set forth below, Points shall be maintained in the Primary Member’s account until they are redeemed or until the Program is discontinued, whichever occurs first.ADDITIONAL SPONSOR/PARTICIPATING DEALER/DISTRIBUTOR PROMOTIONAL OPPORTUNITIES: Sponsor may, from time to time, include on the Program Site promotional opportunities presented by Sponsor or participating Dealer/Distributors (“Promotional Opportunities”). These Promotional Opportunities may either be hosted on the Program Site or hosted on an alternative website, and may either be related or unrelated to the Program. All such Promotional Opportunities will be subject to their respectively stated terms, conditions and means of participation and, to the extent they are hosted on non-Program websites, those websites’ terms and conditions.TERMINATION: The Program will continue to be offered to Eligible Practices and its Members under the Terms and Conditions of the Member Agreement unless Sponsor provides notice of termination of the Program to Members on the Program Site, which notice may be supplementally provided in Sponsor’s sole discretion in other official communication media and channels reasonably calculated to reach affected Members. Sponsor may terminate a Member’s membership in the Program and any Program Points earned in its reasonable discretion, including but not limited to non-compliance with these Terms and Conditions, fraudulent or other unlawful activity relating to the Program (including abuse or tampering with the Program Site in any way), when a Member is no longer employed by an Eligible Practice, and/or inactivity in the Program (defined as no Points earned or redeemed for 6 consecutive months). Sponsor reserves the right to immediately disqualify and terminate a membership in the Program and to refuse to award or redeem Points, if in its reasonable judgment, such Member ceases to be an employee of an Eligible Practice, or if a Member violates any of the Terms or Conditions of the Program Agreement, including, without limitation, engaging in fraud, other abuse, or tampering with the Program Site in any way.A Member can choose to terminate their Program membership by contacting customer service at admin@kerrpreferred.com and making the termination request. All Points shall be forfeited immediately upon making the termination request. There will be no compensation, whether in the form of cash or credit, or otherwise, for Points which are un-redeemed and forfeited when a Primary Member is disqualified or terminated, for any reason whatsoever.PROGRAM MODIFICATION: Memberships in the Program are offered at the discretion of Sponsor and Sponsor may change these Terms and Conditions and/or any part of them, at any time at its sole reasonable discretion and with notice to affected Members, even though such changes may affect the redemption value of the Points already accumulated by an Eligible Practice.Sponsor may change or discontinue the Program, including its Terms and Conditions, upon notice to affected Members, and shall not be liable to a Member or any third party if Sponsor exercises its right to change or discontinue the Program. Once a redemption has occurred, any change in the Program will not affect redemptions whose orders are in process. A Member’s continued participation in the Program will constitute such Member’s knowledge of and agreement to any and all changes to the Program and associated Terms and Conditions. If a Member does not agree with any changes made to these Terms and Conditions, he/she may terminate his/her participation in the Program at any time via the Program Site, at which time all Points in that account will be forfeited.Sponsor reserves the right at its sole discretion to change Point earning opportunities, to correct points awarded and point balances based on purchase history, the number of Points awarded for qualified activities and products, redemption opportunities, and corresponding Point totals to be earned upon notice to the Primary Member. The failure of Sponsor to comply with these Terms and Conditions because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Sponsor, shall not be deemed a breach of this Agreement. If any such contingency shall last for more than sixty (60) days, Sponsor shall have the right to immediately terminate the Program by giving notice with no further liability to any Member.MEMBER SERVICE AND SUPPORT: Questions pertaining to the Program (e.g., how to participate and redemption issues) can be forwarded via email to kavokerrpreferred@gmg.zendesk.com. For any questions pertaining to the Program’s Qualified Products, Members are directed to www.kerrdental.com and www.KaVo.com.  For questions pertaining to Promotional Opportunities, consult the terms and conditions of the subject Promotional Opportunity for administrative service and support contact information.DISPUTES; GOVERNING LAW; CONSTRUCTION: Members agree that all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, or the rights and obligations of Members(s) and Sponsor in connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of California, without regard for conflicts of law doctrine of any jurisdiction. In Canada, this promotion is governed by the laws of Canada (excluding Quebec).

This Agreement sets forth the entire understanding between the Member and Sponsor and supersedes any and all prior or contemporaneous agreements or understandings between Member and Sponsor, whether oral or written, including those terms and conditions of the previously existing Kerr Loyalty program, as to the subject matter of this Agreement. If any provision of this Agreement or the application thereof to any Member or circumstances shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such provisions to persons or circumstances as to which it is not held to be invalid or unenforceable, shall not be affected thereby, and each provision shall be valid and be enforced to the fullest extent permitted by law. No waiver of these terms and conditions will be valid unless the waiver is in writing and signed by an officer of Sponsor.

TAX REPORTING

Member shall comply fully with all applicable laws, rules and regulations, including those of the United States, Member’s home country (if not the United States), and any and all other jurisdictions globally, which apply to Customer’s business activities in connection with the Agreement.

The U.S. Internal Revenue Code and the tax code for most industrialized nations would view Program rewards, discounts, or any other remuneration as taxable income to the recipient. Please contact Member’s tax advisor regarding the tax treatment of the rebates received from Member participation in the Program.

DISCOUNT REPORTING

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).

LIABILITY LIMITATIONS: A Member is solely responsible for the equipment and internet access required to connect to the Program.Each product redeemed in accordance with these Terms and Conditions is subject to the warranty and terms and conditions specific to and applicable to that product.To the extent permitted by law (including the Competition and Consumer Act 2010 (Cth)), Members agree that Sponsor, its related bodies corporate (as the term is defined in the Corporations Act 2001 (Cth)) and its agencies (including Gage Marketing Group, LLC “Gage”) will not be liable for (a) any losses, costs and damages resulting from the Member’s enrolment in the Program, use of the Program, redemption of the Program Points and use of the rewards; (b) any punitive, indirect, incidental, special, consequential or exemplary damages including but not limited to damages for loss of profits, goodwill, data or other intangible losses, even if Sponsor, its related bodies corporate and its agencies (including Gage) have been advised of the possibility of such damage(s) resulting from the Member’s participation in the Program and/or its redemption of the Program Points and use of the rewards.Any attempted participation by internet or email or any other means except as permitted by this Agreement is void. Sponsor and Gage will not be responsible for lost, late, incomplete, stolen, misdirected, or illegible materials, email or mail; or for any computer, telephone, cable, network, satellite, electronic or internet hardware or software malfunctions, failures, connections, or availability, or for garbled or jumbled transmissions, or for service provider/internet/web site/use net accessibility or availability, traffic congestion, or unauthorized human intervention, or for inaccurate capture of any information, Points, Reward orders or other information, or the failure to capture any such information. Sponsor and Gage are not responsible for any incorrect or inaccurate information, whether caused by printing errors, Web site users, tampering, hacking, or by any of the equipment or programming associated with or utilized in the Program, and are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Web site or any communications means. Sponsor and Gage are not responsible for injury or damage to Members’ or to any other person's computer related to or resulting from participating in this Program or downloading materials from or use of the Web site. Any use of robotic, automatic, macro, programmed or like methods to accumulate Points will void all such Points accumulated by such methods, and disqualify any Member using such methods.PRIVACY POLICY: Members in the Program understand and agree that in order to offer the Program, Sponsor must collect and use personally identifiable information about Members and will from time to time contact Members via their e-mail address, facsimile numbers and other contact information as provided. Sponsor may use such personally identifiable information for marketing purposes and share it with Sponsor’s marketing services suppliers for that purpose. Sponsor has contracted with a third party, Gage, for the administration of this Program and may additionally share contact information with participating Dealers/Distributors for communication and promotional purposes relating to the Program. All information gathered by Sponsor will be shared with Gage or participating Dealer/Distributors, for the limited purposes of administering/promoting this Program. In all other ways this Program is administered under the terms of the Sponsor’s Privacy Policy.INDEMNIFICATION: Member agrees to release, defend, indemnify and hold harmless Sponsor, its parents, subsidiaries, successors, assigns, affiliated companies, and agencies (including but not limited to Gage), and each of their respective successors, assigns, shareholders, officers, directors, employees, attorneys and agents (collectively “Indemnitees”), from and against, and accept all responsibility of any kind, including but not limited to financial, for any liability, claims, losses, damages or proceedings, including but not limited to death, (including reasonable attorneys’ fees) relating to any actions taken by such Member or anyone else using their Member account (whether or not such use occurred with or without the Member’s permission), including but not limited to accrual and redemption of Points, and disclosure of Member username and/or password. Member also agrees to release, defend, indemnify and hold harmless the Indemnitees from any and all liability, claims, losses, damages or proceedings, including but not limited for death (including reasonable attorneys’ fees) relating to Points, rewards and any other matter in connection with the Member’s participation in the Program, regardless of whether such damages are based on tort, warranty, contract or any other legal theory, even if advised of the possibility of such damages.  Each Member acknowledges and agrees that Sponsor shall not be responsible nor liable for any agreements between a Member and any of the Program's affiliated companies, including but not limited to participating Dealer/Distributors.

Member shall have the right to defend any such claim made against Member, to retain counsel of its choice (subject to Indemnitees’ approval) and to settle any such claim at its expense with Indemnitees’ prior written approval.  If Member does not provide a reasonable defense to any such claim, Indemnitees may assume and undertake the defense. Member will reimburse Indemnitees for all expenses from such defense and/or claim within sixty (60) calendar day after being incurred.

COPYRIGHT; NO LICENSE GRANTED: Nothing on the Program Site or on any other Sponsor web site, or Member use of the services or products related hereto, shall be construed as conferring any license or other rights under the intellectual property or other proprietary rights of Sponsor, its parent, subsidiaries or affiliates or any third party, whether by estoppels, implication or otherwise. Sponsor shall exclusively own all rights in and to the Program and the software related to the Program is protected by the laws of copyright, trade mark, patent, unfair competition and other proprietary laws. Member’s participation in the Program is limited to the rights expressly authorized by Sponsor herein.

Member Agreement Acknowledgment and Acceptance

By registering, enrolling and/or participating in the Program, Member agrees that the Member has read and understands each of the Terms and Conditions set forth (and as may be cross referenced) herein and will comply with each of the Terms and Conditions of the Program. Member acknowledges that these Terms and Conditions are subject to change at any time and from time to time, in the sole reasonable discretion of Sponsor, and that Member will be provided with notice of such changes in accordance with these Terms and Conditions.