Master Services and Subscription Agreement

Parties & effective date

This AiroDental Master Services and Subscription Agreement (this “Agreement”) is entered into and effective as of the Effective Date by and between: AiroDental, LLC (“AiroDental,” “we,” “us,” “our”) and the Customer identified in Exhibit A (“Customer,” “you,” “your”).

If Customer is signing on behalf of multiple dental practice locations, entities, or affiliates, Customer represents it has authority to bind each such entity and location identified in Exhibit A (Covered Entities and Locations) (each, a “Covered Entity”).

Notice Emails (required): Customer — as provided in Exhibit A; AiroDental — [email protected].

1. Structure; Order of Precedence

1.1 Components. This Agreement includes: (a) the main body of this Agreement, (b) Exhibit A (Covered Entities and Locations), and (c) Exhibit B (HIPAA Business Associate Addendum, “BAA”).

1.2 Order of precedence. If there is a conflict: Exhibit B controls for PHI-related terms, then Exhibit A, then the main body.

1.3 Electronic signature. The Parties agree to electronic signatures and electronic delivery.

1.4 Acceptance and authority. Acceptance of this Agreement by any means, including signature, electronic acceptance, completing the Checkout Flow, or using the Services, constitutes Customer’s acceptance of every authorization, representation, attestation, release, and obligation in this Agreement, on behalf of Customer and each Covered Entity and location listed in Exhibit A, and the individual accepting represents that he or she is authorized to do so. No separate signature, initials, or acknowledgment of any individual provision is required.

2. Definitions

2.1 “Services” means the AiroDental software platform and any features, modules, integrations, phone or messaging capabilities, implementation support (if any), and related services provided to Customer.

2.2 “Subscription” means the Services Customer purchases, activates, or accesses through AiroDental’s online checkout, billing portal, or other payment process (the “Checkout Flow”), including any plan tier, add-ons, usage-based components, and quantities (for example, per-location).

2.3 “Customer Data” means data and content submitted to, stored in, transmitted through, or generated for Customer’s use of the Services, including patient data and Protected Health Information.

2.4 “PHI” has the meaning in HIPAA and 45 CFR §160.103.

2.5 “Authorized Users” means Customer’s workforce members and contractors who are authorized to access the Services.

2.6 “Subprocessor” means a third party engaged by AiroDental to process Customer Data, including PHI, on AiroDental’s behalf. Subprocessors include, without limitation, hosting, data, communications, AI, integration, connector, and synchronization providers.

3. Scope; Access; Multi-Location Use

3.1 Access based on Subscription. Customer’s right to access and use the Services is limited to the Subscription Customer has purchased through the Checkout Flow and any written updates confirmed by AiroDental.

3.2 Multi-location and DSOs. Customer may use the Services across one or more Covered Entities and locations, as identified in Exhibit A, subject to the Subscription and any applicable per-location or per-account limitations in the Checkout Flow.

3.3 Authorized Users. Customer will ensure each Authorized User complies with this Agreement, and Customer is responsible for their acts and omissions.

3.4 No clinical decision-making. The Services are administrative and operational tools. They are not a medical device and do not provide clinical diagnosis or treatment decisions. Customer remains responsible for clinical judgment, patient care, coding, and documentation accuracy.

4. Implementation; Integrations; Customer Cooperation

4.1 Customer inputs. Customer will provide timely access to information AiroDental reasonably needs to configure the Services, including hours, locations, appointment types, scheduling rules, escalation preferences, and communication preferences.

4.1.1 Configuration accuracy (clarification). Customer is responsible for the accuracy and completeness of all configuration inputs, instructions, and materials provided to AiroDental, and for validating that the Services are configured consistent with Customer’s workflows, policies, and legal obligations.

4.2 Integration authorization. Customer authorizes AiroDental, directly or through its Subprocessors, affiliates, contractors, and other service providers acting on its behalf (together, “AiroDental’s Providers”), to connect to, access, read from, and write to Customer’s practice management, electronic health record, imaging, scheduling, phone, messaging, payment, and other systems used by Customer (together, “Customer Systems”), and the data in them, to provide the Services. This authorization applies to any method AiroDental selects in its discretion, including application programming interfaces, direct or indirect database connections, third-party synchronizers and connectors, software or agents installed on Customer’s servers or workstations, remote access sessions, and Customer-provided credentials, tokens, or administrator accounts. AiroDental may select, add, or change methods and providers at any time without notice to Customer, subject to Exhibit B.

4.2.1 Installation and access. Customer authorizes AiroDental and AiroDental’s Providers to install, update, configure, operate, and remove software on Customer’s computers and servers, and to use administrator-level, database-level, and remote access as AiroDental determines is needed to provide the Services. Customer will provide, or have its IT provider provide, the access, credentials, and network permissions AiroDental requests, and will not revoke or restrict that access without notice to AiroDental, except for an urgent security reason.

4.3 Customer responsibility for third-party systems. Customer is responsible for: (a) maintaining licenses and permissions for third-party systems, (b) keeping credentials and tokens valid, (c) configuring third-party security and access controls appropriately, and (d) outages, data errors, limitations, or API changes outside AiroDental’s control, and (e) any requirement, restriction, or consent under Customer’s software licenses or vendor agreements that applies to the access authorized in Section 4.2.

4.4 Content ingestion. Customer authorizes AiroDental to ingest Customer’s publicly available website information and Customer-provided internal content (scripts, policies, FAQs, onboarding docs) to configure the Services.

4.5 Delays caused by Customer. AiroDental is not responsible for delays caused by Customer’s failure to provide required information, approvals, or access.

4.6 Customer authority and self-attestation. Customer represents, warrants, and attests that: (a) it owns or has the right to use each Customer System and the data in it; (b) it has full right, power, and authority, under its software licenses, vendor agreements, and applicable law, to grant the authorizations in this Section 4, including access by AiroDental’s Providers; (c) granting those authorizations does not breach any agreement between Customer and any third party; and (d) it has obtained any consent or permission required from any third party, including any software vendor. Customer is solely responsible for the accuracy of these statements and for its decision to authorize the access described in this Section 4, and will notify AiroDental promptly if any of them stops being true.

4.7 Release and hold harmless. Customer releases, and will hold harmless, AiroDental, its affiliates, and AiroDental’s Providers, and their owners, officers, employees, and contractors, from any claim, loss, liability, damages, fine, or expense (including attorneys’ fees) arising out of or related to access to Customer Systems authorized under this Section 4, including any claim that such access violates a software license, vendor agreement, or terms of use, except to the extent finally determined to have been caused by AiroDental’s willful misconduct.

4.8 Software vendor positions. AiroDental makes no representation about any third-party software vendor’s position on access to its systems. If a vendor objects to, restricts, changes, or blocks access to a Customer System, AiroDental may suspend, change, or end the affected connection without liability, and Customer’s fees are not reduced.

5. Fees; Billing; Cancellation; No Refunds

5.1 Fees governed by Checkout Flow. Fees, plan terms, and billing cadence are as described in the Checkout Flow for Customer’s Subscription, as may be updated from time to time. This Agreement is intended to operate as master terms and conditions; commercial details are controlled by the Checkout Flow.

5.2 Month-to-month; auto-renewal. Unless AiroDental expressly offers otherwise in writing, Subscriptions are month-to-month and automatically renew each billing cycle.

5.3 Payment authorization. Customer authorizes AiroDental (and its payment processor) to charge the payment method on file for all amounts due.

5.4 Cancellation and downgrades. Customer may cancel or downgrade through the billing portal or by written notice to AiroDental. Cancellation or downgrade becomes effective at the end of the current paid billing period. Customer retains access through the end of that period.

5.5 Upgrades. Upgrades may take effect immediately and may result in a prorated charge for the remainder of the current billing cycle, with the updated recurring amount billed thereafter.

5.6 No refunds; no credits. All fees are non-refundable and non-creditable. If a charge is successfully processed, Customer remains responsible for the fees for that billing period, except where required by law or where AiroDental has charged Customer in error.

5.7 Non-payment; suspension. If payment fails, AiroDental may attempt to reprocess and may suspend access for non-payment. Late amounts may incur a 5% late fee (or the maximum allowed by law, if lower).

5.8 Taxes. Customer is responsible for applicable taxes (excluding AiroDental’s income taxes).

6. Support; Incident Handling; Changes; Availability

6.1 Support and scope. AiroDental will provide reasonable support for the Services through the support channels made available to Customer from time to time. Support scope, support hours, response practices, and escalation paths may vary by plan, usage, issue type, and operational needs, and may be updated by AiroDental.

6.2 Incident handling. If AiroDental becomes aware of an issue materially impacting availability or core functionality of the Services, AiroDental will use commercially reasonable efforts to investigate and restore service. Customer acknowledges restoration timelines may vary based on root cause, third-party dependencies, and the nature of the issue.

6.3 Maintenance and updates. AiroDental may perform maintenance, updates, and changes to the Services that may affect availability or functionality. AiroDental may apply urgent changes without prior notice where necessary for security, stability, compliance, or service integrity.

6.4 Service changes. AiroDental may update, modify, rename, or discontinue features to maintain or improve the Services. If AiroDental discontinues a material function, it will use reasonable efforts to provide notice and a commercially reasonable alternative where feasible.

6.5 No guaranteed outcomes. Results depend on factors outside AiroDental’s control (staff adoption, integration quality, call volumes, patient behavior, and third-party carrier or vendor performance).

7. Acceptable Use; Compliance Responsibilities

7.1 Restrictions. Customer will not (and will not permit others to): (a) reverse engineer, decompile, or attempt to extract source code, models, prompts, or system logic (except as allowed by law), (b) bypass usage limits or security controls, (c) use the Services in violation of law (including privacy, telemarketing, and HIPAA rules), (d) upload malicious code, or (e) use the Services to build or train a competing product based on AiroDental’s confidential architecture, workflows, or proprietary logic.

7.2 Telephony and texting compliance. Customer is responsible for obtaining patient consents and complying with applicable calling and texting laws (including opt-out requirements), except to the extent AiroDental expressly agrees otherwise in writing.

7.3 Call recording; disclosures; consent (clarification). Customer is solely responsible for providing any notices and obtaining any consents required under applicable law for call recording, transcription, messaging, and related communications with patients or callers, including any required disclosures to callers at the start of a call. Customer is also responsible for configuring the Services consistent with its legal obligations and internal policies. AiroDental does not provide legal advice and does not guarantee Customer’s compliance with recording or consent laws.

7.4 Customer policies. Customer remains responsible for its own policies and training, including proper handling of patient communications, emergency protocols, and escalation rules.

8. Data; Security; Privacy

8.1 Customer Data ownership. Customer owns Customer Data. AiroDental does not claim ownership of PHI.

8.2 Safeguards. AiroDental will maintain reasonable administrative, technical, and physical safeguards consistent with the nature of the Services. For PHI, Exhibit B controls.

8.3 Access controls. Customer is responsible for: (a) user provisioning and deprovisioning, (b) role-based access assignments, (c) safeguarding credentials, (d) using multi-factor authentication where available, and (e) promptly notifying AiroDental of suspected unauthorized access.

8.4 De-identified analytics. AiroDental may use aggregated and de-identified usage data to improve the Services, provided it does not identify Customer or any individual patient.

8.5 Subprocessors. AiroDental may use Subprocessors to provide or support the Services. For any Subprocessor that creates, receives, maintains, or transmits PHI on AiroDental’s behalf, AiroDental will require written obligations that are no less protective than those required of AiroDental under Exhibit B, as applicable. AiroDental remains responsible for its obligations under this Agreement and Exhibit B, regardless of Subprocessor involvement.

8.6 Customer Data; export; retention; deletion (clarification). During an active Subscription, Customer may request a reasonable export of Customer Data in a format determined by AiroDental. AiroDental may limit exports based on technical feasibility, security considerations, plan tier, and operational needs, and may charge reasonable fees for non-standard exports or expedited requests. AiroDental may retain Customer Data for a reasonable period consistent with operational needs, compliance obligations, dispute resolution, backups, and service integrity. Upon termination or expiration, AiroDental may delete Customer Data in accordance with its standard retention practices, subject to any legal retention requirements or the terms of Exhibit B where applicable. Customer acknowledges that certain data (including logs, audit trails, and system records) may be retained in de-identified or aggregated form, or retained as necessary to protect the Services, prevent fraud or abuse, or comply with law.

9. Intellectual Property; License

9.1 AiroDental IP. AiroDental owns the Services, including software, workflows, prompts, models, architecture, and all improvements, except Customer Data.

9.2 License to Customer. During the term, AiroDental grants Customer a limited, non-exclusive, non-transferable right to access and use the Services for Customer’s internal business purposes.

9.3 Feedback. Customer may provide feedback. AiroDental may use it without restriction or obligation, without publicly attributing it to Customer unless Customer agrees.

9.4 Customer materials. Customer grants AiroDental a limited license to use Customer’s materials solely to provide the Services.

10. Confidentiality

10.1 Confidential Information. Each Party may receive non-public information from the other, including business, technical, pricing (unless public), security details, and Customer Data.

10.2 Obligations. The receiving Party will: (a) use Confidential Information only to perform under this Agreement, (b) restrict access to personnel with a need to know, and (c) protect it with reasonable care.

10.3 Exclusions. Confidential Information excludes information that is publicly available without breach, independently developed, or lawfully received from a third party.

10.4 Compelled disclosure. If required by law, the receiving Party may disclose after giving reasonable notice (if permitted).

10.5 Survival. Confidentiality obligations survive for three (3) years after termination; trade secrets remain protected as long as they qualify as trade secrets.

11. Term; Termination; Effect

11.1 Term. This Agreement begins on the Effective Date and continues until terminated.

11.2 Termination by Customer. Customer may terminate by canceling its Subscription as described in Section 5.4.

11.3 Termination for cause. Either Party may terminate for material breach if not cured within thirty (30) days after written notice (or sooner if not curable).

11.4 Suspension. AiroDental may suspend for non-payment, security risk, unlawful use, or material breach.

11.5 Effect of termination. Upon termination: (a) Customer access ends at the end of the paid billing period (unless terminated for cause earlier), (b) outstanding amounts become due, and (c) for PHI, return or destruction is governed by Exhibit B.

12. Warranties; Disclaimers

12.1 Workmanlike performance. AiroDental will provide the Services in a professional and workmanlike manner.

12.2 Disclaimer. Except as expressly stated, the Services are provided “as is” and AiroDental disclaims all other warranties to the maximum extent allowed by law.

12.3 AI outputs. Customer acknowledges AI-generated outputs can be incorrect, incomplete, or misleading. Customer is responsible for reviewing outputs before relying on them.

13. Indemnification

13.1 By AiroDental (IP claims). AiroDental will defend and indemnify Customer from third-party claims alleging the Services infringe a U.S. patent, copyright, or trademark, and will pay resulting damages finally awarded or settlements approved by AiroDental, provided Customer promptly notifies AiroDental and cooperates.

13.2 AiroDental exclusions. No obligation for claims arising from: (a) Customer Data or Customer instructions, (b) third-party systems, (c) use outside scope of this Agreement, or (d) modifications not made by AiroDental.

13.3 By Customer. Customer will defend, indemnify, and hold harmless AiroDental, its affiliates, and AiroDental’s Providers from third-party claims, losses, and expenses (including attorneys’ fees) arising from: (a) Customer’s breach of this Agreement, (b) failure to obtain consents (including texting/calling consents), (c) misuse of the Services, (d) Customer Data or Customer-provided materials infringing third-party rights, (e) any claim by a provider of a Customer System, or any other third party, arising from access authorized under Section 4, or (f) any inaccuracy in Customer’s statements in Section 4.6.

13.4 PHI matters. PHI-related responsibilities and obligations are addressed in Exhibit B and apply in addition to this Section 13.

14. Limitation of Liability

14.1 Exclusion of damages. To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, goodwill, or data, except where prohibited by law.

14.2 Liability cap. To the maximum extent permitted by law, each Party’s total liability arising out of or related to this Agreement is capped at the amounts paid by Customer to AiroDental under the Subscription in the twelve (12) months preceding the event giving rise to the claim.

14.3 Exceptions. The cap does not apply to: (a) Customer’s payment obligations, (b) either Party’s willful misconduct, (c) either Party’s breach of confidentiality, and (d) Customer’s obligations under Sections 4.6, 4.7, and 13.3, to the extent a cap is prohibited by law. For PHI incidents, Exhibit B controls.

15. Non-Solicitation

15.1 Non-solicitation. During the term of this Agreement and for twelve (12) months thereafter, Customer will not knowingly solicit for employment or engagement, or knowingly hire or engage, any AiroDental employee or contractor with whom Customer had direct interaction in connection with the Services. This restriction does not apply to: (a) general solicitations not targeted at such individuals (including public job postings), or (b) any individual who responds to a general solicitation and was not directly targeted by Customer.

15.2 Remedies. Customer acknowledges that a breach of this Section 15 may cause irreparable harm. In addition to other available remedies, AiroDental may seek injunctive relief to enforce this Section 15.

16. Assignment

16.1 AiroDental assignment. AiroDental may assign this Agreement to an affiliate or successor (including via merger or acquisition) without Customer consent.

16.2 Customer assignment. Customer may not assign without AiroDental’s prior written consent, except to a successor in a merger or sale of substantially all assets, provided the successor agrees in writing to be bound.

17. Governing Law; Venue

17.1 Governing law. This Agreement is governed by the laws of the State of Oklahoma, without regard to conflict of laws principles.

17.2 Venue. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in Oklahoma County, Oklahoma, unless prohibited by law.

18. Miscellaneous

18.1 Notices. Notices must be sent to the Notice Emails listed at the top and are effective when sent, unless a bounce-back indicates non-delivery.

18.2 Force majeure. Neither Party is liable for delays due to events beyond reasonable control, provided reasonable efforts to resume performance.

18.3 Independent contractors. The Parties are independent contractors.

18.4 Severability. If a provision is unenforceable, the rest remains in effect.

18.5 Entire agreement. This Agreement is the entire agreement about its subject matter and supersedes prior discussions.

18.6 Amendments. AiroDental may update these terms with thirty (30) days notice; continued use after the effective date constitutes acceptance, except where the law requires affirmative consent. If Customer does not accept updated terms, Customer’s sole remedy is to discontinue use and cancel the Subscription before the effective date of the update.

Exhibit A: Covered Entities and Locations

Customer completes Exhibit A when it signs. It lists Customer’s legal name, notice email, covered entities, and practice locations.

Exhibit B: HIPAA Business Associate Addendum

Exhibit B is published as the Business Associate Agreement.