Terms of Use

Terms of Use

Welcome to ODONTYN! These Terms of Use (the “Terms”) govern use of our web-based clinic I-cloud management platform and use of our websites and the services. We refer to our platform, websites and resources collectively as the “Services”.

Notice to Patients

These Terms do not apply to patient files. For information about your patient file, please contact your practitioner. For information about how your patient information is collected in connection with our clinic management platform, see patient data below.

Acceptance

Please take a moment to read these Terms carefully before subscribing to or using any of the Services. These Terms are a legal contract between ODONTYN LLC. (“ODONTYN LLC”or “We”) and each person who uses the Services and are accepted by subscribing to our clinic management platform or by otherwise using our websites and resources. These Terms may be updated or amended from time to time.

In these Terms, we use the word “Subscriber” to refer to anyone (for example, a health clinic or health practitioner) who subscribes to and pays for our dental clinic management platform. We use the word “you” to refer to any individual user of our Services, such as a practitioner or staff member at a Subscriber’s clinic, or an individual browsing or using our websites and resources.

Intellectual Property

The Intellectual property and trademark protection obtained by the United States Patent and Trademark Office (USPTO) in 2021. The Trademark number is 90479654 and classified under 009 and 042. Whereas the provisional patent number is 63/149,923. ODONTYN owns, or has obtained the rights to use, all intellectual property rights, patent, and trademark in the current and future Services.

License to You. ODONTYN grants each Subscriber, and each individual using the Services, a limited license to access and use (i.e., display, print, download) the materials and content within the Services solely on a personal computer or device for the Subscriber’s internal business purposes and for your own personal, non-commercial use, provided that:

• §You retain and keep intact all copyright, trademark or other proprietary notices (such as © 2022 ODONTYN LLC. All Rights Reserved);
• §You do not disseminate or distribute our materials or content publicly;
• §You do not sell or otherwise commercialize our materials or content for your own gain or for the gain of any other person; and
• §You abide by our Acceptable Use Policy below.

Your Feedback and Contributions.We open to hear and receive your feedback about our Services and to include your contributions in our. To ensure we have the proper rights to do this, you grant ODONTYN a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to use your feedback and contributions, including incorporating them into the Services and sharing them with other users. Please note that providing feedback or contributions does not make you an author, inventor or contributor of the Services and does not entitle you to any compensation or to any ownership rights in the Services.

Third-Party Services. We may offer integrations with third-party services that you may choose to use with our Services, such as email services, payment processing, patient assessment tools, medical health records, online bookkeeping, electronic billing and insurance claims. Please note that your use of such third-party services is governed by the legal terms of those third parties, and not by these Terms of Use. ODONTYN is not responsible for those third-party services.

Acceptable Use Policy

Users of our Services are expected to behave responsibly and to show respect for our people, our intellectual property and the law. You agree to communicate with ODONTYN team members in a mutually respectful manner at all times. In addition, you must not:

• “frame” or “mirror” any content from our Services on any other website or server;
• post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;
• harvest, scrape or otherwise collect information about others from our Services, including names and email addresses;
• probe, scan or test the vulnerability of the Services or any web site, or breach the security or authentication measures of the Services;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittalyou send on or through the Services; or
• pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

ODONTYN reserves the right to suspend or terminate your use of any or all of the Services, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.

ODONTYN Services

Services

ODONTYN will provide a variety of services via the ODONTYN Site and Partner Sites (“Services”), which may include, but are not limited to

• hosting Practice and Practice Member profile web pages, and marketing Practice Members and their services on the ODONTYN Site (collectively, the “Marketing Services”);
• health care appointment scheduling services, and appointment reminders for ODONTYN Patients (collectively, the “Scheduling Technology Services”);
• staff training, and account relations services; and
• billing, collection and payment services (collectively, the “Payment Services”)( in the future),
• upload, share and download files,
• direct secure text messages between the users.

User Access

During the Term, and subject to the terms and conditions of this Agreement, ODONTYN grants User the right to access and use the Services and/or the ODONTYN Site and to permit subscriber users; provided, however, that User shall be responsible for any use of the Services and/or the ODONTYN Site by such Practice Members, agents and subcontractors.

During the Term and subject to the terms and conditions of this Agreement, User grants ODONTYN the right to access and use User’s practice management system, calendar system and patient database (“User’s Systems”), and to copy, extract and use all data necessary to provide the Services.

User acknowledges and agrees that ODONTYN shall not be subject to any terms not set forth herein with respect to User’s Systems, including, but not limited to, any click-through agreements ODONTYN may be required to accept in connection with its use thereof. User will furnish to ODONTYN such cooperation, technical assistance, resources, and support as reasonably necessary or appropriate for ODONTYN to implement and perform the Services.

User Information

User acknowledges and agrees that, in order to provide certain of the Services, ODONTYN shall, and shall authorize its partners to, make certain Practice information available to ODONTYN’s end users who have consented to ODONTYN’s terms of use (by clicking through the terms of use or using the ODONTYN Site or end-user-facing aspects of the Services) (“Customers”), including, without limitation:

• the address, phone number, fax and email of the Practice and Practice Members;
• information regarding Practice Member appointment availability and National Provider Identifier (“NPI”);
• insurance plans in which each Practice Member participates (i.e., with which each is “in-network”);
• general Practice information; and
• trademarks, logos and such other domains, images and materials that User provides to ODONTYN (“User Logos”) (collectively, “User Information”).

ODONTYN and its partners may use, modify, display, and reproduce User Information in connection with providing and marketing the Services and the ODONTYN Site. User may request that ODONTYN modify User Information with additional information, links or services. ODONTYN may incorporate such modifications and additional information into User’s profile posted on the ODONTYN Site in ODONTYN’s sole discretion.

Accounts

Each Practice Member shall create and maintain throughout the Term accounts and passwords (“Accounts”) to use the Services and/or the ODONTYN Site, including uploading, reviewing, and updating User Information via the ODONTYN Site. Account information shall be held in strict confidence by User and Practice Members and User will be solely responsible for any disclosures of its Account information or use thereof by any unauthorized party. User shall immediately notify ODONTYN at info@odontyn.com:

• following any unauthorized use, access or other compromise of an Account (including any password); and
• when a Practice Member leaves, is no longer employed or otherwise ceases to be part of any Practice. ODONTYN reserves the right to disable any Account upon its reasonable belief that the security with respect to that Account has been or likely will be compromised.

Reviews

ODONTYN solicits feedback from Customers who use the ODONTYN Site regarding the Practice and/or Practice Members (“Reviews”), and ODONTYN may, in its sole discretion, make these Reviews available through posting on the ODONTYN Site and/or Partner Sites in accordance with the terms of use governing such websites. While ODONYTN may from time to time and in its sole discretion remove Reviews, ODONTYN shall have no obligation to:

• review Reviews for veracity, accuracy or content, or
• remove any Reviews. ODONTYN shall have no liability to User with respect to, and User hereby releases ODONTYN from, all claims related to, arising from or in connection with Reviews, including without limitation claims that a Review is defamatory, libelous, false, misleading, unfair, deceptive, and/or disparaging

Customer Personal Information

ODONTYN will maintain Customer consent for the use and disclosure of a Customer’s health care or medical history, and other personal information (collectively, “Customer Personal Information”) in connection with the Services, whether in paper or electronic form. For the avoidance of doubt, Customer Personal Information is information that Customers provide directly to ODONTYN so that ODONTYN can provide services to Customers, and does not include information obtained from or on behalf of User, the Practice or any Practice Member. Customer Personal Information includes, without limitation, information that Customers provide directly to ODONTYN:

• creating an account,
• searching for healthcare providers,
• completing medical history forms,
• leaving reviews of Practice Members, or
• upload, access and share health records and files.).

Content

ODONTYN shall develop, compile, modify or otherwise maintain all content on the ODONTYN Site or as part of the Services, including, without limitation, any Practice Member or Practice photographs, and any content provided by User or any Customers. User acknowledges and agrees that ODONTYN may:

• make content from the ODONTYN Site, including User Information, available on Partner Sites and through marketing initiatives; and
• use Practice Member’s name and/or NPI to obtain certain insurance information including, without limitation, coverage and benefit information. User shall obtain any necessary permission or consent from each Practice and Practice Member as may be required to share the User Information with ODONTYN and for ODONTYN to further use and disclose such information as described herein.

User Responsibilities

User Information

User will cooperate with ODONTYN or its agents to verify the information, User Information, and any other information that ODONTYN in its sole discretion deems necessary to confirm Practice Members’ professional qualifications. User will promptly update and notify ODONTYN, of any change in User Information, including Practice Member licensure status and any applicable disciplinary action involving the Practice Member. User is solely responsible for any liability or expense resulting from outdated or inaccurate User Information. User agrees that ODONTYN may, in its sole discretion, modify the processes and criteria it uses to evaluate Practice Members’ qualifications, including with respect to any specialty listing, and may reject a Practice Member from being included in the Services for failure to meet ODONTYN’s eligibility standards, in ODONTYN’s sole discretion

Acceptance of Customers

User’s acceptance of an appointment scheduling request from ODONTYN for a Customer constitutes, for the purposes of this Agreement, User’s acceptance of such Customer as a patient. User is fully and solely responsible for all care rendered to Customer, and for collecting payment from Customer for all services rendered. ODONTYN will have no responsibility for collection (subject to ODONTYN’s obligations for Payment Services, as applicable) or any liability whatsoever for fees for services due to User that are unpaid by Customer.

Incorrect User Information

User agrees that any Customer who makes an appointment with User based on out-of-date or incorrect User Information shall not be charged for any fees disputed or not otherwise covered by the Customer’s insurance provider as a result of User’s failure to provide accurate User Information.

Scheduling Requests

User will respond to Customer scheduling requests within a reasonable amount of time, but in no event more than twenty-four (24) hours after receipt of ODONTYN’s request for an appointment on behalf of a Customer.

Confirmation of Customer Personal Information

If a Customer submits Customer Personal Information on the ODONTYN Site and authorizes User to have access to such information in advance of an appointment, at the Customer’s appointment User will:

• provide Customer with a copy of such Customer Personal Information, and
• give Customer an opportunity to review and accept or revise such Customer Personal Information. User hereby acknowledges, agrees, releases, and indemnifies ODONTYN from all claims and liability arising out of, related to, or in connection with User’s failure to have Customer accept the Customer Personal Information or arising out of, related to, or in connection with any omissions or errors in any Customer Personal Information provided through the Services.
  User has no rights in the Customer Personal Information maintained by ODONTYN other than as expressly provided here under. If ODONTYN becomes aware that a User is using any Customer Personal Information obtained through the Services and/or the ODONTYN Site in a manner that is inconsistent with the terms of this Agreement, ODONTYN’s terms of use or privacy policy, or applicable law, ODONTYN may, without limiting any of its other remedies available at law or in equity, request that User immediately cease such inconsistent use and/or immediately terminate such User’s rights with respect to the Services and/or the ODONTYN Site. ODONTYN may, but has no obligation to, delete any content that ODONTYN, in its sole discretion, deems inappropriate for inclusion on the ODONTYN Site.

Contact

User agrees that ODONTYN may contact any Practice Member regarding the Services, the Software, and/or the ODONTYN Site. If User has opted out of receiving any email or facsimile communications from ODONTYN then, as a condition of receiving the Services hereunder, User expressly opts back in to receiving such email and facsimile communications and hereby withdraws its opt out.

Acceptable Use Policy

Users of our Services are expected to behave responsibly and to show respect for our people, our intellectual property and the law. You agree to communicate with ODONTYN team members in a mutually respectful manner at all times.

In addition, you must not:

• “frame” or “mirror” any content from our Services on any other website or server;
• post or transmit any material that is unlawful, harmful, defamatory, obscene, profane, discriminating, harassing, threatening, infringing of intellectual property, invasive of privacy rights, or otherwise objectionable;
• harvest, scrape or otherwise collect information about others from our Services, including names and email addresses;
• probe, scan or test the vulnerability of the Services or any web site, or breach the security or authentication measures of the Services;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send on or through the Services; or
• pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

ODONTYN reserves the right to suspend or terminate your use of any or all of the Services, or take other appropriate remedial action, to address any inappropriate conduct or any violation or suspected violation of our Acceptable Use Policy or these Terms.

Fee and payments

Subscribing

Subscription. You can subscribe to our Dental clinic management platform by signing up for one of our subscription plans and paying the applicable fees. Subscriptions run on a monthly or yearly basis. Fees are charged monthly/yearly in advance in accordance with the billing information provided by you at the time of subscription. Account Owners (defined below) may update their Subscriber’s billing information or cancel their Subscriber’s subscription at any time through their account settings or by contacting us info@odontyn.com. All fees are non-refundable. Subscriptions and fees may be increased to match increases in your platform usage over time.

Availability of the Services. Once a Subscriber has subscribed and paid, ODONTYN will make the Services available to the Subscriber’s users (i.e, practitioners, staff, Lab technicians, patients) for the subscription plan purchased. ODONTYN will make the Services available in accordance with our Service Level agreement; however, please note that ODONTYN cannot be responsible for any unavailability of the Services caused by circumstances beyond our reasonable control, such as internet outages or issues with your computer systems or devices.

Limitations. Our websites and resources are provided for general information about ODONTYN products and services. They may not always be accurate or complete and are not intended to provide legal advice. We recommend that Subscribers obtain their own guidance and advice with respect to regulatory and legal compliance. Content and resources on our websites may be varied or discontinued from time to time.

Subscriber Accounts

Account Owner. The person signing up for a subscription on behalf of a Subscriber is the “Account Owner” and will be authorized to administer the account for the Subscriber. This includes authorizing additional user accounts for practitioners and staff, and granting and revoking user access rights and permissions. Each Subscriber will have only 1 Account Owner. All questions about a Subscriber’s subscription and its user account(s) should be directed to the Account Owner. A Subscriber may change its Account Owner through its account settings.

User Accounts. Subscribers and their users must provide accurate, current and complete information when creating their user accounts. Subscribers are responsible for all activities that occur under their user accounts and for any issues, claims or disputes arising out of the conduct of their users. Subscribers must take appropriate steps to protect their user accounts, including:

• Requiring users to set strong passwords
• Keeping user ID’s and passwords confidential
• Not providing any false identity information to access the Services

ODONTYN will not be liable for any losses or damages caused by a Subscriber’s failure to maintain the confidentiality of its user accounts and its account credentials. If you discover or suspect any unauthorized access to or use of your Subscriber or user account, please reset your password immediately and notify us at info@odontyn.com.

Subscriber Data

Ownership and Control. Each Subscriber retains ownership and control of its patient data and all information collected, entered, created or otherwise provided by the Subscriber and its users in the course of using the Services (“Subscriber Data”). Subscribers may be referred to as a “health information custodian”, a “covered entity” or a “controller” depending on their location and the privacy laws applicable to them. Subscribers are responsible for ensuring that their collection and use of Subscriber Data complies with applicable laws and regulatory requirements.

Each Subscriber determines

Storage and Access. ODONTYN is a service provider to Subscribers and may be referred to as an “agent”, “business associate” or “processor” of the Subscriber. ODONTYN will keep Subscriber Data stored securely as described below under Security. ODONTYN will only access Subscriber Data at the request of a Subscriber or its users, or where needed in order to prevent or address technical problems affecting the Services or if required by law, regulation or court order. As we otherwise have no control over Subscriber Data, we are not responsible for incorrect, incomplete, lost or damaged Subscriber Data, except to the extent it is caused by our failure to meet our obligations under these Terms.
- ODONTYN developed following the HIPAA / GDPR Compliance regulation and guidelines.
- Questions About Subscriber Data. If you have any questions about your Subscriber Data, please contact your Account Owner. If an Account Owner has any questions about the management of Subscriber Data in the Services, the Account Owner may contact us at info@odontyn.com
- Anonymized/Aggregated Data. Jane may use computer-generated algorithms to gather anonymous and aggregated information from Subscriber Data in order to assist in our continued development and improvement of the Services, and for research, data analysis, benchmarking, statistics or trend analysis. We will ensure that none of the information we gather identifies, or could be used to identify, any user or patient. Jane may share such anonymized information with Subscribers and others, for example, by providing insights into most common conditions, most popular treatments or benchmarking fees against industry or regional norms.

Security

Safeguards. ODONTYN will maintain industry-standard administrative, physical and technical safeguards to prevent the unauthorized access, use or disclosure of Subscriber Data processed through or stored in the Services. These safeguards include, but are not limited to, security policies and training for our personnel, access controls, minimum security certifications and practices for our data centers, PCI-compliant payment processors and encryption.

Security Features. The Services also contain features which allow you to further enhance the security of your Subscriber Data. For example, by establishing account access controls for each user; blurring part of your screen so it cannot be read by others around you; and the ability to sign and lock charts to prevent charts from being accidentally overwritten. Contact us for assistance.

Security Breach. ODONTYN will notify affected Subscribers if ODONTYN determines that the security of the Services has been breached and this results in Subscriber Data being accessed by or disclosed to an individual or entity who is not authorized to access or receive such information. ODONTYN will report to the affected Subscriber(s) on the corrective action being taken in response to such security breach and will reasonably cooperate with such Subscriber(s) in mitigating the effects of any lost or compromised Subscriber Data.

Your Responsibility. Subscribers and their users will notify ODONTYN immediately if they become aware of any unauthorized use of their account(s), of any user ID and password, or any other known or suspected breach of security.

Data Retention Policy

During Your Subscription Term. Our clinic management platform is designed to retain, protect and preserve the integrity of Subscriber Data in order to assist our Subscribers with their regulatory and compliance obligations around patient records. As a result, we will not delete Subscriber Data during your subscription term, unless there is a regulatory or legal requirement to do so. If you have such a requirement, please have your Account Owner Contact Us.

Data Export. Subscribers may export their Subscriber Data at any time and should do so prior to ceasing or terminating their use of our clinic management platform. Practitioners who change practices may also arrange with their Account Owner for export of their patient data. Contact us for assistance.

After Termination. When a subscription expires or is terminated, the account is deactivated. This means the account and any Subscriber Data associated with the account is no longer available for use and cannot be accessed through the internet. The account and its Subscriber Data will be retained in the event the Subscriber wishes to re-activate the account. We will store Subscriber Data securely and isolate it from any further processing while it is deactivated.

Account Owners may contact us with questions about their Subscriber Data. Please note that, in order to maintain strict security of Subscriber Data, we cannot take instructions from anyone other than the Account Owner.

Termination

Overdue Fees. If any fees are more than 20 days overdue, we may, without limiting our other rights and remedies, suspend or terminate access to the Services until the overdue amounts are paid in full. We will provide at least 7 days prior notice that fees are overdue before we do this, and we will not exercise this right if the Subscriber is disputing the applicable fees reasonably and in good faith and is cooperating diligently to resolve the dispute.

Termination by Us. ODONTYN may terminate or suspend access to the Services or suspend or deactivate a Subscriber’s or a user’s account, if the Subscriber or user breaches any obligations under these Terms. ODONTYN may also terminate a Subscriber’s subscription if ODONTYN discontinues the Services. We will use our best efforts to notify you in advance of any suspension or termination and help Subscriber’s retrieve their Subscriber Data; however, there may be some cases where we need to suspend access immediately in order to prevent harm to others.

Refunds. If a Subscriber terminates its subscription due to a breach by ODONTYN or ODONTYN discontinues the Services, we will refund any fees you had pre-paid for the remaining unused portion of your subscription term. If ODONTYN terminates a Subscriber’s subscription due to a breach by the Subscriber, the Subscriber will not be entitled to any refund and must pay any unpaid fees for the remaining unused portion of the subscription term.

Termination does not relieve a Subscriber of its obligation to pay fees for any period prior to the effective date of termination.

Legal Limits

Disclaimer. We want to provide great Services; however, there are certain things about the Services that we cannot promise. For example, ODONTYN cannot promise, and does not represent or warrant that:

• The Services will meet your specific needs or requirements;
• The Services will be uninterrupted, timely, 100% secure or free from errors, viruses or other defects; or
• Information provided through the Services will be accurate, timely, complete or reliable.

YOU UNDERSTAND AND AGREE THAT: (A) EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY AND THAT USE OF THE SERVICES IS AT YOUR SOLE RISK; AND (B) ODONTYN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY OR NON-INFRINGEMENT.

Limitation of Liability. THE TOTAL LIABILITY OF EITHER OF US under these terms WILL BE LIMITED TO THE AMOUNT YOU PAID TO ODONTYN FOR USE OF THE SERVICES IN THE three (3) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATION TO ODONTYN.

No Indirect or Consequential Damages. regardless of the above, neither of us will be liable, UNDER ANY CIRCUMSTANCES, for any indirect, SPECIAL or consequential damages arising out of or in connection with the services, SUCH AS LOST REVENUE or BUSINESS INTERRUPTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY DEPENDING ON WHERE YOU LIVE.

Notices, Governing Law and Disputes

Notices. ODONTYN will provide Subscribers with notices, alerts and communications regarding the Services and these Terms electronically to the email address on file for your Account Owner. Account Owners may update their account information at any time by using their account settings. Any notice you are required or wish to provide to ODONTYN may be provided to the contacts shown below under contact.

Governing Law. The Services are provided by ODONTYN from its offices in Delaware, USA. All matters relating to access to and use of the Services will be governed by the laws of the Delaware, United States of America.

Disputes. In the event of a dispute, we both agree to try settle the dispute through consultation and negotiation in good faith and a spirit of mutual cooperation. We may also agree to use some form of non-binding alternative dispute resolution, such as mediation. If we are unable to resolve the dispute within 60 days after it first arose, we will resolve the dispute by binding arbitration before a single arbitrator with relevant experience. The arbitration will be held in Delaware, USA.

Contact

If you have any questions regarding the Services or these Terms, please contact us at info@odontyn.com or at the contact information shown below. We will make every effort to answer your questions.

ODONTYN LLC Delaware, USA

Updated: June 04, 2022