This Terms of Service Agreement ("Agreement") is a binding legal contract between you, the dental practice, ("Client," "you," "your") and Smilee AI, Inc. ("Smilee AI," "we," "us"). This Agreement governs your access to and use of the Smilee AI patient engagement platform, technology, and services (collectively, the "Service").

BY CREATING AN ACCOUNT, CLICKING "I ACCEPT," OR BY ACCESSING OR USING THE SERVICE, YOU ("CLIENT") AGREE TO BE BOUND BY THIS AGREEMENT AND THE SMILEE AI PRACTICE PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

1. Acceptance of Terms & Marketing Consent

During the account registration process, you will be required to explicitly consent to this Agreement. As part of this process, you will be presented with the following:

Marketing & Communications Consent

(Mandatory Opt-in Checkbox, presented as unchecked by default):

"Yes, I agree to receive marketing communications, scheduling invitations, and product updates from Smilee AI via email. I understand I can unsubscribe at any time."

Acceptance of this Agreement is not contingent on providing this marketing consent.

2. The Service

2.1. Draft Mode

Upon account creation, the Service is provided in a restricted "Draft Mode." This mode allows Client to explore the platform, configure settings, and prepare the widget for implementation without collecting, transmitting, or processing any patient data or Protected Health Information (PHI).

2.2. Live Mode

Clients may choose to publish the Smilee AI widget on their website, which enables "Live Mode." Live Mode allows the Service to collect and process information submitted by potential patients. Enabling "Live Mode" is subject to the strict conditions outlined in Section 4 of this Agreement.

3. Client Responsibilities and Warranties

3.1. General Compliance

Client is solely responsible for its compliance with all applicable local, state, federal, and international laws, rules, and regulations in connection with its use of the Service. This includes, but is not limited to, laws governing data privacy, security, marketing (e.g., CAN-SPAM, TCPA), and the practice of dentistry.

3.2. User Management

Client is responsible for all activities that occur under its account, including the actions of its employees, agents, and authorized users ("Authorized Users"). Client agrees to ensure that all Authorized Users comply with this Agreement.

3.3. HIPAA Warranty (CRITICAL)

Client warrants that it will not enable "Live Mode," publish the Smilee AI widget, or otherwise use the Service to transmit, store, or process any Protected Health Information (PHI) as defined by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") until and unless a valid Business Associate Agreement (BAA) has been fully executed between Client and Smilee AI.

4. HIPAA and Business Associate Agreement (BAA)

4.1. BAA Requirement

For Clients operating as "Covered Entities" or "Business Associates" in the United States, a fully executed BAA is a mandatory pre-condition for any use of the Service involving PHI.

4.2. Acknowledgment of Breach

Client acknowledges and agrees that enabling "Live Mode" and collecting, transmitting, or processing PHI prior to the full execution of a BAA constitutes a material breach of this Agreement and a direct violation of HIPAA.

4.3. No Liability for Unauthorized Use

Smilee AI accepts no liability, responsibility, or obligation for any PHI processed by Client in violation of this section. Client assumes all risk and liability for such unauthorized use.

4.4. BAA Process

To initiate the BAA execution process, Client must email Smilee AI at support@smileeai.com with their official legal business name and practice address.

5. Fees, Payment, and Term

5.1. Subscription

The Service is provided on a subscription basis. Client agrees to pay all applicable fees as described on the Smilee AI pricing page or in a separate Order Form.

5.2. Payment

Payment terms (e.g., monthly, annually) will be specified at the time of purchase. Client authorizes Smilee AI or its third-party payment processor to charge Client's chosen payment method.

5.3. Term and Termination

This Agreement begins on the date Client accepts it and continues until terminated. Either party may terminate this Agreement as specified herein. Upon termination, Client's access to the Service will be revoked. Smilee AI will return or destroy all data in its possession in accordance with the BAA and applicable law.

6. Confidentiality and Intellectual Property

6.1. Smilee AI IP

Smilee AI retains all right, title, and interest in and to the Service, including all underlying software, technology, AI models, and documentation.

6.2. Client Data

Client retains all right, title, and interest in and to the data it provides or that is collected from its patients ("Client Data"). Client grants Smilee AI a limited, non-exclusive license to use Client Data solely for the purpose of providing and improving the Service as permitted by this Agreement and the BAA.

7. Indemnification

Client will indemnify, defend, and hold harmless Smilee AI, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Client's material breach of this Agreement; (b) Client's violation of any applicable law or regulation, including HIPAA; (c) Client's collection, transmission, or processing of PHI prior to the full execution of a BAA; or (d) Client's gross negligence or willful misconduct.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SMILEE AI'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO SMILEE AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SMILEE AI SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, DATA, OR BUSINESS.

9. Contact Information

For questions regarding these Terms of Service, please contact us at support@smileeai.com.