Last updated: May 5, 2023
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
This agreement (“Agreement”) is incorporated and made part of the order form ( “Order Form”) or electronic commerce transaction (“E-Transaction”, collectively the “Purchase”) between you and/or your company (collectively the “Customer” or “You”, as defined in the Purchase), and Denti.AI Technology Inc (“Company” or “Denti.AI”), pursuant to which you purchased one or more of the Denti.AI Voice software (“Voice Service”) and the Imaging Service (as defined below, and together with the Voice Services, the “Service(s)”). To the extent of any direct conflicts, this Agreement shall take precedence over the Order Form or E-Transaction documentation.
Your access to and use of the Service is conditioned on your acceptance of and compliance with these terms. By accessing or using the Service you agree to be bound by these terms. These terms apply to all visitors, users and others who access or use the Service.
The Company may make reasonable modifications to this Agreement from time to time by posting a new version at the current URL. Revisions are effective immediately upon posting. Accordingly, please visit the URL regularly to ensure that your activities conform to the most recent version.
The Cookies Policy can be found here: https://www.denti.ai/cookies-policy
The following terms apply if the Services include the Voice Services:
1.1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services and reasonable technical support services related to the Services.
1.2. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate. Customer is responsible for keeping the account’s log-in details confidential.
2.1. Customer will only access the Services in compliance with the terms of this Agreement. For example, the Customer will only use the Services at the number of locations and computers being paid for, and by the number of RDHs being paid for, and in accordance with the Fair Use Policy.
2.2 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. The Customer will not use the Services in a manner that disrupts the functioning of or access to the Services, for Customer and for other customers of the Company.
2.3. Customer will use the Services only in compliance with Company’s Polices then in effect and all applicable laws and regulations. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.5. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s improper use of Services. Although Company has no obligation to monitor Customer’s use of the Services, and doing so remains solely the Customer’s responsibility, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can demonstrate (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession of or known by the Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed without use or reliance of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4.1. Customer will pay Company the then applicable fees for the Services in accordance with the terms therein. If Customer’s use of the Services exceeds the Service Capacity (as defined below) set forth with the Purchase or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such additional usage and Customer agrees to pay the additional fees in the manner provided herein.
4.2. Company may issue Customer an invoice for the fees. Payment for any invoices must be received by Company thirty (30) days after receipt by Customer, which shall be deemed to have occurred when an invoice is emailed to Customer's designated email address. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
4.3 Company reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.1. Subject to earlier termination as provided below, this Agreement is for the “Initial Service Term” as specified with the Purchase, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (each a “Renewal Term” and collectively, the “Term”), unless either party provides written notice of termination at least thirty (30) days prior to the end of the Initial Service Term or Renewal Term.
5.2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such material breach within 30 days of notice of such breach by the other party. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other force majeure events beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Company shall defend and hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and timely given the opportunity to assume sole control over defense and settlement (“IP Indemnity”). Customer will be provided notice of any proposed settlement. Customer’s disagreement with a proposed settlement, with the Company acting reasonably, will disentitle Customer from the indemnity protection hereunder. The foregoing IP Indemnity does not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR PERSONAL PROPERTY DAMAGE OR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. This Agreement, the Policies, and any Purchase documentation (if executed by the Company), are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions and the parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario for all matters arising in respect of this Agreement. This Agreement shall not be construed against a party by reason of the drafting or preparation hereof. The Company can i) refer to the Customer in marketing and advertising materials, acting reasonably, and ii) if the Customer provides or produces any testimonials or similar materials, the Company can use those, provided, in either case, use is accurate, does not use trademarks (other than a Customer name) without prior consent of the Customer, and does not disclose Customer Confidential Information.
The following terms apply if the Services include the Imaging Service:
THIS WEBSITE DOES NOT, IN ANY WAY, CONSTITUTE PROFESSIONAL ADVICE OR A SUBSTITUTE FOR SEEKING EXPERT OPINION OR SERVICES. The content on this website and the Imaging Services provided are offered solely on an "as is" and "as available" basis. We emphasize that we are not in any way a medical organization and cannot give out medical advice or diagnosis. You are encouraged to confirm the information contained herein with other sources. You should not construe Denti.AI's publication of this content as an endorsement by Denti.AI of the views expressed herein, or any warranty or guarantee of any strategy, recommendation, or action made by the author of the content.
DENT.AI HAS NOT BEEN CLEARED BY THE FDA AND IS CURRENTLY ONLY AVAILABLE FOR RESEARCH PURPOSES. BY SUBSCRIBING TO THE SERVICE, YOU GIVE CONSENT TO THE USE OF IMAGES UPLOADED IN THE SYSTEM IN RESEARCH STUDIES.
Denti.AI clinical research study Protocol #2020/03/5 has been cleared by Solutions IRB (IORG0007116) in the United States of America.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.
You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Denti.AI and its licensors. The Service is protected by copyright, trademark, and other laws of both Canada and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Denti.AI.
When you upload content, you give to Denti.AI a worldwide, non-exclusive, royalty-free, transferable licence (with the right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service and otherwise in connection with the provision of the Service and Denti.AI business.
Our Service may contain links to third-party websites or services that are not owned or controlled by Denti.AI.
Denti.AI has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Denti.AI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the terms.
Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.
All provisions of the terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless Denti.AI and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of the terms of this Agreement, or c) Content posted on the Service.
In no event shall Denti.AI, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Denti.AI its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will Denti.AI ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the Service, this Agreement, the subject matter of these terms, the termination of these terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by Denti.AI or any person for whom Denti.AI is responsible, and even if Denti.AI has been advised of the possibility of such loss or damage being incurred.
This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these terms will not be considered a waiver of those rights. If any provision of these terms is held to be invalid or unenforceable by a court, the remaining provisions of these terms will remain in effect. These terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.
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