1. Acceptance of Terms
These Terms of Service ("Terms") form a binding agreement between Dentiv, a Delaware corporation ("Company," "we," "us"), and the entity accessing the Service ("Customer," "you"). By clicking "I agree," creating an account, or using the Service, you accept these Terms. If you accept on behalf of a dental practice or other organization, you represent that you have authority to bind it.
If you do not agree, do not use the Service.
1.1 Definitions.
"Service" means our cloud-based, read-only dental data platform, including its website, dashboards, APIs, integrations, and documentation.
"Connected System" means any third-party software (such as practice management, imaging, billing, or insurance systems) that you authorize the Service to access.
"Customer Data" means data retrieved from your Connected Systems or submitted by you, including any Protected Health Information ("PHI").
"Authorized User" means an employee or contractor you permit to use the Service under your account.
1.2 Business Use Only.
The Service is offered only to dental practices, dental service organizations, and other businesses. It is not for personal, family, or household use. You must be at least 18 and legally able to form contracts.
1.3 Changes to Terms.
We may update these Terms. We will give at least 30 days' notice of material changes by email or in-app notice. Continued use after the effective date means you accept the changes.
2. The Service
2.1 Read-Only Access.
The Service connects to your Connected Systems through APIs to retrieve and display data. It is designed to be read-only: it does not create, modify, or delete records in your Connected Systems. You remain solely responsible for your Connected Systems and the records in them.
2.2 Third-Party Systems.
Connected Systems are owned and operated by third parties, not us. We do not control and are not responsible for their availability, accuracy, security, API changes, outages, pricing, or terms. If a third party changes or discontinues its API, features of the Service may stop working, and this will not be a breach of these Terms or grounds for a refund.
2.3 Authorization.
By connecting a Connected System, you authorize us to access and retrieve data from it on your behalf. You represent that you have all rights, licenses, and consents needed to grant that access, including under your agreements with the Connected System vendor.
2.4 Changes to the Service.
We may add, change, or remove features at any time. We will give reasonable notice before removing a material feature you are actively paying for.
2.5 Availability.
We aim to keep the Service available but do not guarantee uninterrupted or error-free operation. Scheduled maintenance, third-party outages, and events beyond our control may cause downtime. Unless a separate written service level agreement says otherwise, no uptime commitment or service credits apply.
3. No Clinical, Legal, or Financial Advice
3.1 Informational Tool Only.
The Service displays and organizes information for administrative and informational purposes. It does not provide medical, dental, diagnostic, treatment, legal, billing, coding, or financial advice, and it is not a medical device.
3.2 Professional Judgment.
All clinical and business decisions remain the sole responsibility of you and your licensed professionals. You must independently verify any information from the Service against the source record before relying on it for patient care, billing, insurance claims, or compliance.
3.3 Data Accuracy.
Data shown in the Service comes from your Connected Systems. It may be incomplete, delayed, out of sync, or displayed incorrectly because of source-system errors, API limitations, or processing issues. We do not warrant the accuracy, completeness, or timeliness of any data, and we are not liable for decisions made in reliance on it.
3.4 Not a System of Record.
The Service is not a backup, archive, or legal system of record. You must maintain your own records and backups in your Connected Systems as required by law.
4. Accounts, Security, and Acceptable Use
4.1 Account Responsibility.
You are responsible for all activity under your account, including by your Authorized Users. Keep credentials and API keys confidential, use multi-factor authentication where offered, and remove access promptly when an Authorized User leaves. Notify us at support@chaircommand.com within 24 hours of any suspected unauthorized access.
4.2 Your Security Duties.
You are responsible for securing your own devices, networks, and Connected Systems. We are not liable for losses caused by compromised credentials, your systems, or your Authorized Users' actions.
4.3 Prohibited Uses.
You will not, and will not allow anyone to:
1. Use the Service in violation of any law, including HIPAA, state privacy laws, or patient consent requirements.
2. Reverse engineer, decompile, copy, or create derivative works of the Service.
3. Resell, sublicense, rent, or provide the Service to third parties, except as we allow in writing.
4. Exceed rate limits, scrape, or overload the Service or its APIs.
5. Probe, scan, or test the Service's security without our written permission.
6. Upload malware or interfere with the Service or other customers.
7. Access the Service to build a competing product.
8. Connect systems or access data you are not authorized to access.
4.4 API Keys and Limits.
API access is subject to our documentation and usage limits, which we may change. We may throttle, suspend, or revoke API access that we believe threatens the Service's security or stability.
5. Customer Data, Privacy, and HIPAA
5.1 Ownership.
You own your Customer Data. You grant us a limited license to access, retrieve, process, store, and display Customer Data only as needed to provide, secure, and support the Service and as permitted by the Business Associate Agreement.
5.2 Business Associate Agreement.
Where Customer Data includes PHI, the parties' Business Associate Agreement ("BAA") governs our use and disclosure of PHI and is incorporated into these Terms. If these Terms conflict with the BAA regarding PHI, the BAA controls. You may not send PHI to the Service until a BAA is in effect.
5.3 Your Responsibilities.
You are the covered entity and are responsible for obtaining all patient consents and authorizations, providing required privacy notices, and ensuring your use of the Service complies with HIPAA and applicable state laws.
5.4 Security.
We maintain administrative, physical, and technical safeguards designed to protect Customer Data, as described in the BAA. No system is perfectly secure, and we do not guarantee that unauthorized access will never occur.
5.5 Aggregated and De-identified Data.
We may create and use data that is de-identified under HIPAA (45 C.F.R. § 164.514) or aggregated so it cannot identify you, any patient, or any individual, to operate, analyze, and improve the Service.
5.6 Privacy Policy.
Our Privacy Policy describes how we handle personal information about Authorized Users, such as account and usage data.
5.7 Data on Termination.
After termination, we will delete or de-identify Customer Data within [30] days, except where retention is required by law or the BAA. Because the Service is read-only, your source records remain in your Connected Systems.
6. Fees, Payment, and No Refunds
6.1 Monthly Subscription and Automatic Renewal.
The Service is offered on a monthly subscription. You agree to pay the monthly fees for your selected plan as shown at checkout or in your order form. Fees are billed in advance on the same calendar day each month as your first payment (the "Billing Date"). YOUR SUBSCRIPTION RENEWS AUTOMATICALLY FOR SUCCESSIVE ONE-MONTH PERIODS, AND WE WILL CHARGE YOUR PAYMENT METHOD ON EACH BILLING DATE, UNTIL YOU CANCEL IN WRITING UNDER SECTION 6.4. If your first Billing Date falls on a day that does not exist in a later month, you will be billed on that month's last day.
6.2 Payment Authorization.
You authorize us and our payment processor to charge your payment method for all fees when due, including renewals. You must keep valid billing information on file.
6.3 All Fees Non-Refundable.
ALL FEES ARE PAID IN ADVANCE AND ARE NON-REFUNDABLE AND NON-CANCELABLE ONCE CHARGED, including for partial billing periods, unused time, unused features, downgrades, account suspension or termination for your breach, or dissatisfaction with the Service. No refunds, credits, or prorations will be issued except where required by applicable law or expressly stated in a written agreement signed by us.
6.4 Written Cancellation; 5-Day Notice.
You may cancel your subscription only by written notice emailed to support@chaircommand.com from your account's primary contact or an account administrator. We must receive your notice at least five (5) days before your next Billing Date for the cancellation to take effect before that Billing Date. Notice received less than five (5) days before a Billing Date takes effect at the end of the following billing period, and you will be charged for that period. Cancellation stops future renewals only: you keep access through the end of your last paid period, and no refund, credit, or proration is issued. We will confirm cancellation by email; if you do not receive confirmation within two (2) business days, contact us again.
6.5 Billing Disputes and Chargebacks.
You must notify us in writing of any billing dispute within 30 days of the charge, or the charge is final. You agree to contact us to resolve any billing issue before initiating a chargeback. If you file a chargeback for a valid charge, we may suspend or terminate your account, and you will be responsible for the disputed amount plus any fees we incur.
6.6 Late Payment.
Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. We may suspend the Service for accounts more than [10] days past due, and fees continue to accrue during suspension.
6.7 Price Changes.
We may change fees with at least 30 days' notice. New fees apply starting with your next renewal.
6.8 Taxes.
Fees exclude taxes. You are responsible for all sales, use, VAT, and similar taxes, other than taxes on our net income.
7. Intellectual Property and Confidentiality
7.1 Our Property.
We and our licensors own all rights in the Service, including software, APIs, designs, documentation, and trademarks. Subject to these Terms and payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right for your Authorized Users to use the Service for your internal business purposes during your subscription. All rights not expressly granted are reserved.
7.2 Feedback.
If you give us suggestions or feedback, we may use them without restriction or compensation to you.
7.3 Confidentiality.
Each party will protect the other's non-public business, technical, and pricing information with reasonable care and use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed, or lawfully received from a third party. A party may disclose confidential information if required by law, after giving notice where legally allowed. PHI is governed by the BAA.
8. Disclaimers, Limitation of Liability, and Indemnification
8.1 Disclaimer of Warranties.
THE SERVICE AND ALL DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR COMPATIBLE WITH ANY CONNECTED SYSTEM.
8.2 Exclusion of Damages.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, PATIENTS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, OR ANY CLAIM ARISING FROM PATIENT CARE, TREATMENT, BILLING, OR INSURANCE DECISIONS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Liability Cap.
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE LESSER OF (A) THE FEES YOU ACTUALLY PAID US IN THE [3/12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) [$100/$X].
8.4 Basis of the Bargain.
These limitations apply even if a remedy fails of its essential purpose. They reflect an allocation of risk between the parties and are an essential basis of our pricing. Some jurisdictions do not allow certain exclusions, so some of these limits may not apply to you, and they do not limit liability that cannot be limited by law.
8.5 Indemnification by You.
You will defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from all claims, losses, damages, penalties, fines, and expenses (including reasonable attorneys' fees) arising from: (a) your or your Authorized Users' use of the Service; (b) your Customer Data or Connected Systems; (c) patient care, treatment, billing, or insurance decisions by you or your staff; (d) your violation of these Terms, the BAA, or any law, including HIPAA; or (e) any claim that you lacked rights or consents to connect a system or share data. We may participate in the defense with counsel of our choice at our own expense. You may not settle any claim that imposes obligations on us without our written consent.
8.6 Time Limit on Claims.
Any claim arising from the Service or these Terms must be brought within one (1) year after it arises, or it is permanently barred, to the extent permitted by law.
9. Term, Termination, Disputes, and General Terms
9.1 Term.
These Terms apply from your first use of the Service and continue for as long as your monthly subscription remains active, until it is canceled under Section 6.4 or terminated under this Section 9.
9.2 Termination and Suspension by Us.
We may suspend or terminate your access immediately, without refund, if you breach these Terms, fail to pay, create a security or legal risk, or if required by law. We may also terminate for convenience with 30 days' notice, in which case we will refund prepaid fees for the unused period, if any.
9.3 Effect of Termination.
On termination, your right to use the Service ends and all unpaid fees become due immediately. Sections 3, 5.7, 6, 7, 8, and 9 survive termination.
9.4 Binding Arbitration.
Any dispute arising from or relating to these Terms or the Service will be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator in [City], Delaware. Judgment on the award may be entered in any court with jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or confidential information.
9.5 Class Action and Jury Waiver.
YOU AND WE AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL.
9.6 Governing Law and Venue.
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts in [County], Delaware.
9.7 Force Majeure.
We are not liable for delays or failures caused by events beyond our reasonable control, including outages of third-party APIs, hosting providers, or Connected Systems, cyberattacks, natural disasters, labor disputes, or government action.
9.8 Assignment.
You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
9.9 Entire Agreement.
These Terms, any order form, the BAA, and the Privacy Policy are the entire agreement between the parties and supersede all prior agreements on this subject. Any purchase order terms you issue are void.
9.10 Severability and Waiver.
If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest will remain in effect. Our failure to enforce a provision is not a waiver.
9.11 Independent Contractors.
The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
9.12 Notices.
We may give notice by email to your account's primary contact or through the Service. You must send all notices to us, including legal notices and cancellation notices, by email to support@chaircommand.com.
9.13 Contact.
Questions about these Terms: support@chaircommand.com · [Phone].