Terms of Service

These Terms of Service (these "Terms") govern access to and use of the websites, software, applications, platform, products, features, integrations, documentation, and services provided by Denticode Inc. ("Denticode," "we," "us," or "our").

By creating an account, accessing Denticode, using the Services, signing an order form, accepting an online subscription, or otherwise using Denticode, you agree to these Terms. If you are using Denticode on behalf of a dental practice, dental service organization, provider group, company, or other entity, you represent that you have authority to bind that entity to these Terms. In that case, "Customer," "you," and "your" refer to that entity and its authorized users.

If you do not agree to these Terms, you may not access or use Denticode.

1. Denticode Services

Denticode provides dental technology software and related services, which may include:

• clinical dictation;
• audio capture and processing;
• transcription;
• clinical note generation and structuring;
• dental documentation support;
• CDT code guidance;
• insurance attachment logic;
• claim-readiness workflows;
• narrative generation;
• PMS integration;
• scheduling and patient workflow support;
• patient intelligence features;
• analytics, dashboards, and reporting;
• templates, forms, and documentation workflows;
• onboarding, implementation, and support; and
• related administrative, technical, and workflow tools.

The specific Services available to you may depend on your subscription plan, order form, implementation status, configuration, integrations, and user permissions.

2. Relationship to Other Agreements

These Terms may be supplemented by an order form, subscription agreement, master services agreement, statement of work, Business Associate Agreement, data processing agreement, service-specific terms, or other written agreement between Denticode and Customer.

If there is a conflict between these Terms and a separately executed written agreement, the separately executed written agreement controls to the extent of the conflict.

If Denticode processes Protected Health Information ("PHI") on behalf of a HIPAA-regulated Customer, Denticode's handling of PHI is governed by the applicable Business Associate Agreement ("BAA"). If there is a conflict between these Terms and the BAA regarding PHI, the BAA controls.

3. Eligibility and Authorized Users

Denticode is intended for use by dental practices, dental service organizations, healthcare providers, billing teams, administrative staff, and other authorized business users.

You may use Denticode only if you:

• are at least 18 years old;
• have the legal authority to agree to these Terms;
• are not prohibited from using the Services under applicable law; and
• comply with these Terms and all applicable laws.

Customer is responsible for all activity under its account and for ensuring that its users comply with these Terms.

4. Accounts and Access Credentials

To use certain Services, you must create an account or be invited by a Customer administrator.

You agree to:

• provide accurate, current, and complete account information;
• keep account information updated;
• maintain the confidentiality of login credentials;
• use strong passwords and appropriate authentication controls;
• promptly notify Denticode of suspected unauthorized access; and
• ensure users access Denticode only through their own assigned credentials.

You may not share user accounts, sell account access, or allow unauthorized persons to access Denticode.

Denticode may suspend or restrict access if we believe an account is compromised, being misused, or creating a security, legal, or operational risk.

5. Customer Administration and User Permissions

Customer is responsible for assigning roles, permissions, account access, administrative privileges, and user controls within Denticode.

Customer is responsible for ensuring that only authorized personnel have access to patient information, clinical records, billing workflows, integrations, and administrative tools.

Denticode is not responsible for unauthorized access caused by Customer's failure to manage users, permissions, credentials, devices, or internal workflows.

6. HIPAA, PHI, and Customer Responsibilities

Denticode may act as a Business Associate under HIPAA when we create, receive, maintain, or transmit PHI on behalf of a covered dental practice, dental service organization, provider group, or other HIPAA-regulated Customer.

Where required, the parties will enter into a BAA. Customer may not submit PHI to Denticode unless a BAA is in place or unless Customer has determined that a BAA is not legally required.

Customer is responsible for:

• determining whether it is a Covered Entity or Business Associate under HIPAA;
• providing required privacy notices to patients;
• obtaining patient consents or authorizations where required;
• configuring Denticode in a HIPAA-compliant manner;
• maintaining its own HIPAA policies and procedures;
• training its workforce;
• managing user access and permissions;
• responding to patient rights requests;
• reviewing and approving clinical documentation and billing outputs; and
• ensuring that Customer's use of Denticode complies with applicable law.

Denticode does not control Customer's clinical operations, treatment decisions, billing practices, insurance submissions, patient communications, or internal compliance program.

7. Clinical, Billing, and Insurance Disclaimer

Denticode provides technology tools that assist with dental documentation, workflow organization, transcription, CDT code guidance, insurance attachment logic, narratives, and claim-readiness support.

Denticode does not provide medical, dental, legal, coding, billing, insurance, or reimbursement advice. Denticode does not independently diagnose patients, prescribe treatment, determine medical necessity, make final billing decisions, guarantee reimbursement, or replace the professional judgment of licensed dental providers or qualified billing personnel.

Customer and its authorized users are solely responsible for:

• reviewing, validating, correcting, and approving all clinical notes;
• determining final diagnoses, treatment plans, procedures, and documentation;
• selecting, confirming, and submitting CDT codes;
• determining whether claims, narratives, attachments, and documentation are accurate and complete;
• complying with payer rules and insurance requirements;
• ensuring claims are truthful, accurate, and legally compliant;
• maintaining records required by law, payer contracts, and professional standards; and
• making final clinical, billing, insurance, and patient-care decisions.

Denticode does not guarantee claim approval, reimbursement, payment timing, reduced denials, audit outcomes, legal compliance, or any specific financial result.

8. AI, Automation, and Generated Outputs

Denticode may use artificial intelligence, machine learning, natural language processing, speech recognition, rules engines, automation, and other computational methods to provide the Services.

The Services may generate, suggest, organize, summarize, classify, or recommend information, including transcriptions, notes, templates, CDT code guidance, attachment prompts, narratives, patient summaries, or claim-readiness outputs.

AI-generated or automated outputs may be incomplete, inaccurate, inconsistent, or inappropriate for a specific patient, procedure, payer, claim, jurisdiction, or clinical situation. Customer must independently review and approve all outputs before relying on them.

Customer is responsible for all decisions, actions, submissions, and records based on outputs from Denticode.

Denticode may improve the Services using usage data, system data, operational data, feedback, de-identified data, aggregated data, and other information as permitted by our Privacy Policy, BAA, and applicable law.

Denticode does not use identifiable PHI to train, fine-tune, or improve generalized artificial intelligence models unless permitted by the applicable BAA, authorized by Customer, or unless the information has first been de-identified in accordance with HIPAA.

9. Customer Data

"Customer Data" means data, content, files, records, audio, transcripts, notes, patient information, practice information, PMS data, attachments, forms, templates, communications, and other information submitted to, uploaded to, generated through, or processed by Denticode on behalf of Customer.

As between Customer and Denticode, Customer retains ownership of Customer Data, subject to the rights granted to Denticode in these Terms and any applicable agreement.

Customer grants Denticode a limited, non-exclusive, worldwide license to host, process, transmit, display, copy, analyze, modify, and use Customer Data as necessary to:

• provide the Services;
• operate and secure Denticode;
• support Customer and authorized users;
• perform integrations and data synchronization;
• troubleshoot and improve functionality;
• comply with law;
• enforce agreements; and
• exercise rights permitted under these Terms, the Privacy Policy, the BAA, or other applicable agreements.

Customer represents and warrants that it has all rights, permissions, consents, and authority necessary to submit Customer Data to Denticode and permit Denticode to process Customer Data as described in these Terms.

10. De-Identified and Aggregated Data

Denticode may create de-identified data from Customer Data, including PHI where permitted by HIPAA and the applicable BAA.

Denticode may use and disclose de-identified or aggregated data for lawful business purposes, including analytics, benchmarking, research and development, product improvement, model improvement, documentation logic, CDT code library improvement, attachment logic improvement, workflow optimization, performance analysis, and development of claim-readiness systems.

Denticode will not use de-identified or aggregated data to identify a patient where prohibited by law.

11. Integrations and Third-Party Services

Denticode may integrate with third-party systems, including PMS software, scheduling tools, billing systems, communication tools, insurance systems, cloud services, analytics tools, and other third-party products or services.

Customer is responsible for:

• obtaining and maintaining access to third-party systems;
• complying with third-party terms;
• authorizing Denticode to connect to third-party systems;
• ensuring integration settings are accurate;
• verifying data transferred through integrations; and
• managing permissions and security within third-party systems.

Denticode is not responsible for third-party services, third-party data errors, integration downtime, changes to third-party APIs, third-party security incidents, or third-party terms or policies.

Denticode may suspend or modify integrations if necessary due to security, legal, operational, vendor, or technical reasons.

12. Acceptable Use

You may not use Denticode to:

• violate any law, regulation, payer rule, professional rule, or contractual obligation;
• submit false, fraudulent, misleading, or unlawful claims;
• impersonate another person or entity;
• access data or systems without authorization;
• interfere with or disrupt the Services;
• reverse engineer, decompile, disassemble, or attempt to derive source code, except where prohibited by law;
• bypass usage limits, security controls, or access restrictions;
• introduce malware, viruses, harmful code, or malicious content;
• scrape, crawl, or harvest data from Denticode except as expressly authorized;
• use Denticode to develop a competing product or service;
• benchmark, test, or publicly compare Denticode without our prior written consent;
• misuse PHI, patient information, or confidential information;
• upload content that infringes intellectual property rights;
• harass, threaten, abuse, or harm others;
• use Denticode for spam, unauthorized marketing, or unlawful communications; or
• use the Services in a way that could damage Denticode, our customers, patients, systems, reputation, or legal compliance.

Denticode may investigate suspected violations and suspend or terminate access where appropriate.

13. Subscriptions, Fees, and Payment

Some Services require paid subscriptions, usage-based fees, implementation fees, integration fees, support fees, or other charges.

Customer agrees to pay all fees described in the applicable order form, subscription plan, invoice, checkout page, or written agreement.

Unless otherwise stated:

• fees are due in U.S. dollars;
• fees are non-refundable;
• subscriptions renew automatically for the applicable renewal period;
• Customer authorizes Denticode or its payment processor to charge the payment method on file;
• Customer is responsible for taxes, except taxes based on Denticode's income; and
• unpaid amounts may result in suspension or termination of Services.

Denticode may change pricing, plan features, usage limits, or billing terms upon notice, subject to any written agreement between the parties.

14. Free Trials, Pilots, and Beta Features

Denticode may offer free trials, pilots, early access features, beta features, demos, or evaluation access.

Unless otherwise agreed in writing, Denticode may modify, suspend, or discontinue trial, pilot, beta, or evaluation access at any time.

Beta and pilot features may be incomplete, unstable, inaccurate, or subject to change. They are provided for evaluation and feedback and should not be relied upon for production, clinical, billing, insurance, or legal purposes unless Denticode expressly states otherwise in writing.

Denticode may use feedback from trials, pilots, and beta programs without restriction or compensation.

15. Intellectual Property

Denticode and its licensors own all rights, title, and interest in and to the Services, including software, technology, workflows, designs, user interfaces, algorithms, models, templates, documentation, databases, code libraries, CDT logic, attachment logic, know-how, trade secrets, trademarks, copyrights, and other intellectual property.

Except for the limited right to use the Services under these Terms, no rights are transferred to Customer.

Customer may not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on Denticode except as expressly permitted by these Terms or a written agreement.

Customer retains ownership of Customer Data.

16. Feedback

If you provide suggestions, comments, ideas, enhancement requests, bug reports, or other feedback about Denticode, you grant Denticode a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, distribute, commercialize, and otherwise exploit the feedback without restriction or compensation.

Denticode is not obligated to use feedback or treat feedback as confidential unless otherwise agreed in writing.

17. Confidentiality

Each party may receive confidential or proprietary information from the other party.

The receiving party shall use the disclosing party's confidential information only as necessary to perform under these Terms or the applicable agreement and shall protect such information using reasonable care.

Confidential information does not include information that:

• is publicly available without breach;
• was known before disclosure;
• is independently developed without use of confidential information;
• is received lawfully from a third party without confidentiality obligations; or
• must be disclosed by law, provided the receiving party gives notice where legally permitted.

PHI is governed by the applicable BAA.

18. Privacy

Denticode's collection, use, disclosure, and protection of personal information is described in our Privacy Policy.

By using Denticode, you acknowledge the Privacy Policy.

Where Denticode processes PHI on behalf of Customer, such PHI is also governed by the applicable BAA.

19. Security

Denticode uses reasonable administrative, technical, and physical safeguards designed to protect the Services and Customer Data.

Customer is responsible for maintaining the security of its own systems, devices, networks, credentials, user access, and internal workflows.

Customer must promptly notify Denticode of any suspected unauthorized access to Denticode, account compromise, credential theft, or security incident involving the Services.

No system is completely secure, and Denticode does not guarantee that unauthorized third parties will never defeat security measures.

20. Service Availability and Changes

Denticode may modify, update, improve, suspend, discontinue, or limit any part of the Services from time to time.

Denticode may perform maintenance, updates, security work, infrastructure changes, or emergency repairs that may affect availability.

Denticode does not guarantee uninterrupted, error-free, or always-available Services unless a separate written service level agreement expressly states otherwise.

21. Data Export and Account Termination

Customer may export Customer Data through available platform tools or by requesting assistance, subject to the applicable subscription plan, technical limitations, legal requirements, and written agreements.

Upon termination or expiration, Denticode may make Customer Data available for export for a commercially reasonable period, unless otherwise required by law or agreed in writing.

After the export period, Denticode may delete or retain Customer Data in accordance with the applicable agreement, BAA, Privacy Policy, backup policies, legal obligations, audit requirements, security needs, and standard data retention practices.

22. Suspension and Termination

Denticode may suspend or terminate access to the Services if:

• Customer fails to pay fees when due;
• Customer or a user violates these Terms;
• Customer uses the Services in a way that creates legal, security, privacy, compliance, or operational risk;
• Customer's use may harm Denticode, patients, users, third parties, or systems;
• required by law, court order, regulator, or third-party provider;
• Customer's account appears compromised; or
• the underlying agreement expires or is terminated.

Customer may stop using Denticode at any time, but fees remain payable as described in the applicable agreement or subscription terms.

Termination does not affect obligations that by their nature should survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnity, dispute resolution, and PHI-related obligations.

23. Disclaimers

To the maximum extent permitted by law, Denticode is provided "as is" and "as available."

Denticode disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, and uninterrupted operation.

Denticode does not warrant that:

• the Services will be error-free or uninterrupted;
• outputs will be complete, accurate, or appropriate;
• claims will be approved or reimbursed;
• documentation will satisfy every payer, auditor, regulator, or legal standard;
• integrations will always remain available;
• data will never be lost or corrupted; or
• the Services will meet every Customer requirement.

Customer uses Denticode at its own risk and remains responsible for professional, clinical, billing, insurance, compliance, and operational decisions.

24. Limitation of Liability

To the maximum extent permitted by law, Denticode and its officers, directors, employees, contractors, affiliates, licensors, and service providers shall not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost savings, lost data, business interruption, reputational harm, claim denial, reimbursement delay, or loss of goodwill.

To the maximum extent permitted by law, Denticode's total liability arising out of or relating to these Terms or the Services shall not exceed the amounts paid by Customer to Denticode for the Services giving rise to the claim during the twelve months before the event giving rise to liability.

The limitations in this Section apply regardless of the legal theory, whether based in contract, tort, negligence, strict liability, statute, or otherwise, even if Denticode has been advised of the possibility of damages.

Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply.

25. Indemnification

Customer shall defend, indemnify, and hold harmless Denticode and its officers, directors, employees, contractors, affiliates, licensors, and service providers from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Customer Data;
• Customer's use of the Services;
• Customer's clinical, billing, insurance, reimbursement, or patient-care decisions;
• Customer's claims submissions or payer communications;
• Customer's violation of law, payer rules, professional obligations, or these Terms;
• Customer's failure to obtain required consents, authorizations, or rights;
• Customer's misuse of PHI or patient information;
• unauthorized access caused by Customer's users, systems, credentials, or configurations; or
• disputes between Customer and its patients, providers, staff, payers, vendors, or third parties.

Denticode will provide reasonable notice of an indemnified claim and may allow Customer to control the defense, provided Customer does not settle any claim in a way that imposes liability, admission, or obligation on Denticode without Denticode's prior written consent.

26. Publicity

Unless otherwise agreed in writing, Denticode may identify Customer as a Denticode customer using Customer's name and logo in customer lists, investor materials, sales materials, and marketing materials.

Customer may revoke this permission by written notice, and Denticode will use commercially reasonable efforts to remove Customer's name and logo from future public-facing marketing materials.

Denticode will not publicly disclose Customer's PHI.

27. Export Controls and Sanctions

Customer may not use Denticode in violation of U.S. export control laws, sanctions laws, or other applicable trade restrictions.

Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a sanctioned country or region and is not identified on any restricted-party list.

28. Government Use

If the Services are used by or on behalf of the U.S. government, they are provided as commercial computer software and commercial computer software documentation, with only those rights granted to other customers under these Terms.

29. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules, unless another governing law is stated in a separately executed written agreement.

30. Dispute Resolution

The parties will first attempt to resolve disputes through good-faith business discussions.

If a dispute cannot be resolved informally, the parties agree that any legal action arising out of or relating to these Terms or the Services shall be brought in the state or federal courts located in Delaware, unless a separately executed written agreement states otherwise.

Each party consents to the personal jurisdiction and venue of those courts.

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, PHI, security, or unauthorized use of the Services.

31. Changes to These Terms

Denticode may update these Terms from time to time.

If we make material changes, we may provide notice through the Services, by email, on our website, or by other reasonable means.

Updated Terms become effective on the date stated in the updated Terms, unless otherwise required by law.

Continued use of Denticode after updated Terms become effective constitutes acceptance of the updated Terms.

32. Notices

Denticode may provide notices by email, through the Services, through account notifications, or by posting on our website.

Customer may provide legal notices to Denticode at:

33. Assignment

Customer may not assign or transfer these Terms without Denticode's prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by these Terms.

Denticode may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or by operation of law.

34. Force Majeure

Denticode is not liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, labor disputes, internet or telecommunications failures, cloud provider outages, cyberattacks, war, terrorism, civil unrest, government action, epidemics, pandemics, power failures, or other force majeure events.

35. Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

36. No Waiver

Denticode's failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

37. Entire Agreement

These Terms, together with the Privacy Policy, BAA where applicable, and any applicable order form, subscription agreement, master services agreement, statement of work, or other written agreement, constitute the entire agreement between Customer and Denticode regarding the Services.