Effective Date: June 1, 2024
Welcome to The Dental App Inc. (“TDA,” “we,” “us,” or “our”).
These Terms of Service (“Terms”) form a legally binding agreement between TDA and the dental practice or other entity that registers for or otherwise uses our software-as-a-service platform (“Customer,” “you,” or “your”).
By clicking “I Agree,” executing an Order Form, or accessing the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
“Service.”
The Dental App web and mobile applications, APIs, payment-processing tools, analytics dashboards, and related documentation, updates, and enhancements.
“Authorized User.”
An individual you authorize to access the Service under your account.
“Customer Data.”
Data or content that you or your Authorized Users submit to the Service.
1. Grant. TDA grants you a non-exclusive, non-transferable license to access and use the Service during the Term solely for your internal dental-practice management and patient-payment operations.
2. Restrictions. You will not (and will not allow anyone else to): * sell, rent, lease, sublicense, or distribute the Service; * interfere with or disrupt the Service or its security; * reverse-engineer, decompile, or create derivative works of the Service; * upload or transmit unlawful, infringing, or harmful content; or * attempt to gain unauthorized access to any systems or networks.
3. Customer Responsibilities * Compliance. You are responsible for: (i) all activity under your logins; (ii) keeping credentials secure; and (iii) complying with all applicable laws—including HIPAA, the Telephone Consumer Protection Act (TCPA), CAN-SPAM, and SMS industry standards—when communicating with patients. * SMS Liability. You (not TDA) must secure all required patient consents and provide opt-out mechanisms for SMS or other electronic messages. You will defend and indemnify TDA against any fines, penalties, claims, or costs arising from your non-compliant messages.
1. Subscription Fees. You will pay the subscription, implementation, and any add-on fees listed in each executed Order Form. All fees are in U.S. dollars, non-cancelable, and non-refundable. The number of Authorized Users cannot be reduced during the current subscription term.
2. Payment-Processing Fees. For each patient transaction you process through the Service, you will pay 2.8 % of the gross transaction amount plus US $0.15 per transaction (approved, declined, refunded, or chargeback). Details appear in our Fee Disclosure.
3. Fee Changes. We may modify fees at the end of any subscription term on at least 30 days’ prior notice. If a third-party vendor (e.g., AWS or a payment network) increases prices, we may pass those through on 60 days’ notice; you may terminate on 30 days’ written notice if you object.
4. Invoices & Overdue Amounts. Unless otherwise stated in an Order Form, invoices are due within 30 days of invoice date. Late payments may incur finance charges at the lesser of 1.5 % per month or the maximum rate permitted by law, plus reasonable collection costs.
5. Taxes. Fees exclude all applicable taxes; you are responsible for any sales, use, or similar taxes (except taxes on TDA’s net income).5. Proprietary Rights & Data * The Service is owned by TDA and protected by intellectual-property laws. No rights are granted except as expressly stated. * You grant TDA a worldwide, royalty-free license to host, copy, display, and use Customer Data as needed to provide and improve the Service and to comply with legal obligations.
6. ConfidentialityEach party (“Receiving Party”) will: (i) protect the other party’s (“Disclosing Party”) Proprietary Information with at least reasonable care, and (ii) use it only to perform under these Terms. Proprietary Information excludes information that is public or independently developed without use of the Disclosing Party’s information.
7. Security & PrivacyTDA maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. We will not access or disclose Customer Data except to provide the Service, prevent or address technical issues, comply with law, or with your written permission.
8. Warranties & Disclaimers * Limited Warranty. TDA warrants that the Service will perform materially in accordance with its documentation. If we breach this warranty, your exclusive remedy is for us to use commercially reasonable efforts to correct the nonconformity.
* Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE IS PROVIDED “AS IS” AND TDA DISCLAIMS ALL OTHER WARRANTIES—EXPRESS, IMPLIED, OR STATUTORY—including IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
* Term. These Terms start on the Effective Date and continue for the initial subscription term specified in your Order Form. * Automatic Renewal. Subscriptions automatically renew for successive 12-month periods unless either party gives 90 days’ written notice of non-renewal before the current term ends. * Termination for Convenience. Either party may terminate these Terms at any time with 30 days’ written notice; termination takes effect at the end of the then-current subscription term. * Effect of Termination. Upon termination or expiration, your right to use the Service ends and all unpaid fees become immediately due. Sections 5, 6, 8, 10, and 11 survive termination.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR COVER DAMAGES, OR LOST PROFITS OR REVENUE, EVEN IF ADVISED SUCH DAMAGES WERE POSSIBLE. TDA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TDA FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT GIVING RISE TO LIABILITY.
These Terms are governed by the laws of the Commonwealth of Kentucky, without regard to conflict-of-laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Jefferson County, Kentucky.
* Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. * Entire Agreement. These Terms, the Fee Disclosure, and each executed Order Form constitute the entire agreement between the parties and supersede all prior agreements or representations. Any amendment must be in writing signed by both parties. * Severability. If any provision is unenforceable, the remaining provisions will remain in effect. * Waiver. Failure to enforce any provision is not a waiver of future enforcement.
Email us any time at legal@thedentalapp.com.
By using The Dental App, you acknowledge that you have read, understood, and agree to these Terms of Service.
