Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered into between AiroDental LLC, an Oklahoma limited liability company with offices at 6516 Hackberry Trail, Edmond, OK 73034 (“AiroDental,” “we,” “our,” or “us”), and the dental practice or other customer identified in the applicable order, account, or enrollment record (“Practice,” “you,” or “your”). It governs your access to and use of the AiroDental platform and services.

1. Acceptance

By creating an account, accepting this Agreement electronically, or using the services, you agree to this Agreement. The individual who accepts represents that they are authorized to bind the Practice. If you do not agree, do not access or use the services.

2. Definitions

• Services means the AiroDental software platform and related features, including the Laine patient-communication tools, the Saige staff tools, the practice-management dashboard, and any features we make available to you.
• Authorized Users means your staff and other individuals you permit to use the Services under your account.
• Practice Data means the data you or your Authorized Users submit to the Services, including patient information.
• Protected Health Information or PHI has the meaning given under HIPAA and is governed by the Business Associate Agreement.

3. The Services

We grant you a non-exclusive, non-transferable right to access and use the Services during the term, for your internal business purposes, subject to this Agreement. We provide the software, workflow, communication, scheduling, treatment-plan presentation, payment surfaces, and integrations described for your plan. We may improve, change, or add features over time.

4. Accounts, Administrators, and Authorized Users

You are responsible for designating administrators, for the acts and omissions of your Authorized Users, and for keeping account credentials secure. You will provide accurate registration information, keep it current, enable available security controls such as multi-factor authentication, and promptly disable access for departed users. You will notify us promptly of any suspected unauthorized use.

5. Practice Responsibilities and Acceptable Use

You are solely responsible for your dental services, clinical decisions, and compliance with the laws that apply to your Practice. You agree not to use the Services to violate any law, infringe any right, transmit harmful or unlawful content, attempt to gain unauthorized access, interfere with the Services, or exceed the access we grant. You will use the Services consistent with our published policies incorporated under Section 15.

6. Fees, Billing, and Taxes

You will pay the fees stated in your order, plan, activation screen, or then-current pricing schedule. Unless stated otherwise, fees are billed in advance, are non-refundable except as required by law, and are due on the stated schedule. Late amounts may accrue interest at the lower of 1.5% per month or the maximum allowed by law. Fees are exclusive of taxes, and you are responsible for applicable taxes other than taxes on our net income. Payment-processing and financial-feature charges are described in the Payments Addendum and the Payment Services Policy.

7. Practice Data and Privacy

As between the parties, you own Practice Data. You grant us a limited license to use Practice Data to provide, secure, support, and improve the Services and as otherwise permitted by this Agreement, the Business Associate Agreement, and our Privacy Policy. To the extent the Services process PHI on your behalf, the Business Associate Agreement governs, and it controls over this Agreement for HIPAA-specific matters. We may use aggregated and de-identified data that does not identify you, any patient, or any individual.

8. Confidentiality

Each party may access the other’s confidential information. The receiving party will use it only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel and contractors who need it and are bound by similar obligations. Confidential information does not include information that is public through no fault of the receiving party, already known without a duty of confidentiality, or independently developed. A party may disclose confidential information if required by law, with reasonable prior notice where permitted.

9. Intellectual Property

We and our licensors own the Services, including all software, content, and trademarks, and all related intellectual property rights. Except for the limited rights granted here, no rights are transferred to you. If you provide feedback, you grant us a perpetual, royalty-free right to use it without restriction.

10. Third-Party Services and Payment Features

The Services integrate with third-party services, including your practice-management system and our third-party payment processors. Those services are governed by their own terms, and we are not responsible for them. Payment, treatment-plan, and financial features are governed by the Payments Addendum and the incorporated payment policies, and are subject to processor approval and separate processor terms.

11. Warranties and Disclaimers

We warrant that we will provide the Services in a professional manner. Except for that warranty, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, and we are not a provider of dental, legal, financial, or professional advice.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, even if advised of the possibility. Except for your payment obligations, your indemnification obligations, and a party’s breach of confidentiality, each party’s total liability arising out of or related to this Agreement will not exceed the amounts you paid to us for the Services in the twelve months before the event giving rise to the liability.

13. Indemnification

You will defend, indemnify, and hold harmless AiroDental and its affiliates from third-party claims and losses arising from your dental services, clinical decisions, Practice Data, use of the Services in violation of this Agreement or law, or breach of the Payments Addendum, except to the extent caused by our breach or misconduct. We will defend you against third-party claims that the Services, used as permitted, infringe a United States intellectual property right, and pay resulting costs finally awarded, subject to the limitations in this Agreement.

14. Term and Termination

This Agreement begins when you first accept it and continues until terminated. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. You may terminate for convenience by closing your account as described in the Services or by contacting support. On termination, your right to use the Services ends, and we will make Practice Data available for export for a limited period and then delete it in accordance with our retention practices and the Business Associate Agreement. Sections that by their nature should survive termination will survive.

15. Suspension

We may suspend or restrict access to the Services or a feature when reasonably necessary for security, legal, fraud, non-payment, or material-breach reasons, or when required by a third-party provider, network, or law. We will use reasonable efforts to limit the scope and duration of a suspension.

16. Incorporated Addenda and Policies

The following are incorporated into this Agreement by reference: the Business Associate Agreement, the Payments, Treatment Plan and Financial Features Addendum, the Payment Services Policy and the other payment policies it references, the Subprocessors list, and the Privacy Policy. We may update the incorporated operational, security, payment-method, processor, and compliance policies from time to time. Nonmaterial, technical, security, fraud-prevention, legal-compliance, or payment-provider changes may become effective upon posting or on the effective date stated. For a material change to your fees or financial liability, we will provide reasonable electronic notice where practicable, and continued use of the affected feature after the effective date constitutes acceptance to the extent permitted by law. We may require affirmative reacceptance when law, a payment provider, or the nature of the change requires it. The Business Associate Agreement is amended only through its own written version process.

17. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Oklahoma, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute informally. Any dispute that is not resolved will be settled by binding arbitration administered under the rules of a recognized arbitration body, seated in Oklahoma City, Oklahoma, and conducted in English before a single arbitrator. Either party may seek injunctive relief in a court of competent jurisdiction in Oklahoma County, Oklahoma to protect its intellectual property or confidential information. Disputes will be resolved on an individual basis, and class or representative actions are not permitted.

18. General

Notices to you may be given electronically through the Services or to your account email. Notices to us must be sent to [email protected] and to the address below. Neither party may assign this Agreement without the other’s consent, except to a successor in a merger or sale of substantially all assets. Neither party is liable for delays caused by events beyond its reasonable control. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. This Agreement, with the incorporated addenda and policies, is the entire agreement between the parties on its subject and supersedes prior agreements on that subject.

19. Contact

Questions about this Agreement:

AiroDental LLC, Legal Department
6516 Hackberry Trail, Edmond, OK 73034, United States
[email protected]