Terms of Service

Last Updated: December 25, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Dental Prizm ("Company," "we," "us," or "our"), governing your access to and use of DentalPrizm, including our website, software platform, and related services (collectively, the "Services").

1. Acceptance of Terms

By creating an account, clicking "I Agree," or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

We may modify these Terms at any time. We will notify you of material changes by email or through the Services. Your continued use of the Services after such notification constitutes your acceptance of the modified Terms.

2. Description of Services

DentalPrizm is a cloud-based dental practice management platform that provides:

• Patient management and electronic health records (EHR)
• Appointment scheduling and reminders
• Clinical charting and treatment planning
• Insurance verification and claims processing
• Billing and payment processing
• Patient communication tools
• Reporting and analytics
• Integration with third-party systems

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes.

3. Account Registration

3.1 Eligibility

To use the Services, you must:

• Be at least 18 years of age
• Be a licensed dental professional or authorized representative of a dental practice
• Provide accurate and complete registration information
• Maintain the security of your account credentials

3.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Ensuring that all users authorized to access your account comply with these Terms

3.3 User Access

You may grant access to your team members in accordance with your subscription plan. You are responsible for the actions of all users you authorize and for ensuring they comply with these Terms and applicable laws.

4. Subscription and Payment

4.1 Subscription Plans

We offer various subscription plans with different features and pricing. Details of current plans are available on our website. We reserve the right to modify pricing with 30 days' advance notice.

4.2 Payment Terms

• Fees are billed in advance on a monthly or annual basis, as selected
• All fees are non-refundable except as expressly stated in these Terms
• We accept major credit cards and ACH payments
• You authorize us to charge your payment method for all fees due

4.3 Late Payments

If payment is not received when due:

• We may charge interest at 1.5% per month on overdue amounts
• We may suspend access to the Services until payment is received
• You remain responsible for all fees incurred during the subscription period

4.4 Taxes

Fees do not include taxes. You are responsible for all applicable taxes, except for taxes based on our net income.

5. Acceptable Use

5.1 Permitted Use

You may use the Services only for lawful purposes related to your dental practice operations, in compliance with all applicable laws and regulations.

5.2 Prohibited Conduct

You agree not to:

• Violate any applicable law, regulation, or third-party rights
• Use the Services to store or transmit malicious code
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any part of the Services
• Reverse engineer, decompile, or disassemble the Services
• Resell, sublicense, or share access to the Services
• Use the Services for any purpose other than dental practice management
• Remove or alter any proprietary notices or labels
• Use automated systems to access the Services without permission
• Store or transmit any content that infringes intellectual property rights

5.3 Content Standards

You are solely responsible for all data, information, and content you submit to the Services. You represent that you have all necessary rights to such content and that it does not violate any law or third-party rights.

6. HIPAA and Compliance

6.1 Business Associate Agreement

If you use the Services to store or process Protected Health Information (PHI), you agree to enter into a Business Associate Agreement (BAA) with us. The BAA governs our responsibilities as a Business Associate under HIPAA.

6.2 Your Compliance Obligations

As a Covered Entity under HIPAA, you are responsible for:

• Determining what PHI may be stored in the Services
• Obtaining appropriate patient authorizations
• Configuring appropriate access controls for your users
• Responding to patient requests regarding their PHI
• Complying with all applicable federal and state healthcare regulations
• Training your staff on HIPAA requirements

6.3 Our Compliance Commitments

We commit to:

• Implementing appropriate safeguards to protect PHI
• Reporting security incidents and breaches as required
• Assisting you in responding to patient rights requests
• Returning or destroying PHI upon termination as directed
• Maintaining compliance with the HIPAA Security Rule

7. Data Ownership and Portability

7.1 Your Data

You retain all ownership rights to data you submit to the Services ("Customer Data"). We do not claim any ownership interest in your Customer Data.

7.2 License to Us

You grant us a limited license to use, process, and store Customer Data solely to provide the Services and as otherwise described in our Privacy Policy.

7.3 Data Export

You may export your Customer Data at any time through the Services' export functionality. Upon termination, we will make your data available for export for 90 days.

7.4 Aggregated Data

We may use de-identified, aggregated data derived from your use of the Services for analytics, benchmarking, and service improvement purposes.

8. Intellectual Property

8.1 Our Intellectual Property

The Services, including all software, technology, designs, trademarks, and content, are owned by us or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription term.

8.2 Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use such feedback for any purpose without obligation to you.

9. Confidentiality

Each party agrees to protect the other's confidential information with the same degree of care it uses for its own confidential information, but no less than reasonable care. Confidential information may only be used to perform obligations under these Terms.

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that:

• The Services will perform materially in accordance with our documentation
• We will provide the Services with reasonable skill and care
• We have implemented appropriate security measures

10.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. We are not responsible for issues caused by factors outside our control, including internet connectivity or third-party services.

THE SERVICES ARE NOT INTENDED TO PROVIDE MEDICAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND PATIENT CARE.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

11.2 Liability Cap

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.3 Exceptions

These limitations do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; (c) your payment obligations; or (d) liability that cannot be limited by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any law or third-party rights
• Your Customer Data
• Your relationship with your patients

13. Termination

13.1 Termination by You

You may terminate your subscription at any time by providing notice through your account settings or by contacting us. Termination will be effective at the end of your current billing period.

13.2 Termination by Us

We may terminate or suspend your access to the Services:

• Immediately if you breach these Terms
• If you fail to pay fees when due
• If required by law or to protect the Services or other users
• With 30 days' notice for any other reason

13.3 Effect of Termination

Upon termination:

• Your right to access the Services ends immediately
• You remain liable for all fees incurred before termination
• You may export your data for 90 days after termination
• We will delete your data after the retention period, unless legally required to retain it
• Provisions that by their nature should survive will survive termination

14. Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

14.2 Arbitration

Any dispute arising from these Terms will be resolved by binding arbitration in Miami-Dade County, Florida, in accordance with the rules of the American Arbitration Association. The arbitrator's decision will be final and binding.

14.3 Class Action Waiver

You agree to resolve disputes on an individual basis and waive any right to participate in class action lawsuits or class-wide arbitration.

14.4 Exceptions

Either party may seek injunctive relief in court for intellectual property infringement or unauthorized access to the Services.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable BAA, constitute the entire agreement between you and us regarding the Services.

15.2 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

15.5 Notices

We may send notices to the email address associated with your account. You may send notices to us at the contact information below.

15.6 Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control.

16. Contact Information

For questions about these Terms, please contact us: