Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the UpDental dental practice management software and related services (“Services”) provided by UpGPT Inc. (“UpDental,” “we,” “us,” or “our”). By creating an account, clicking “I Agree,” or otherwise using the Services, you (“Practice,” “you,” or “your”) agree to be bound by these Terms and our Privacy Policy.

If you are accepting these Terms on behalf of a dental practice or organization, you represent and warrant that you have the authority to bind that entity, and “you” or “your” will refer to that entity.

1. Service Description

UpDental is a cloud-based, software-as-a-service (SaaS) dental practice management platform that provides dental practices with tools for:

• Patient scheduling, appointment management, and automated recall
• Clinical charting, treatment planning, and voice-assisted documentation
• Insurance eligibility verification, claim submission (EDI 837), and remittance processing (EDI 835)
• Revenue cycle management, denial management, and accounts receivable
• Patient communications, digital forms, and online payment processing
• Analytics, reporting, and multi-location management
• HIPAA-compliant storage and management of Protected Health Information (PHI)

We reserve the right to modify, enhance, or discontinue features of the Services with reasonable notice. Material reductions in functionality will be communicated at least 60 days in advance.

2. Subscription, Billing & Payment

2.1 Subscription Plans

UpDental is offered on a monthly or annual subscription basis. Subscription fees, included features, and seat limits are set forth in the Order Form or pricing page at the time of purchase. Annual subscriptions are billed annually in advance and receive a discount as specified at time of purchase.

2.2 Payment Terms

Subscription fees are due and payable in advance at the start of each billing period. You authorize us to charge your designated payment method automatically on each renewal date. All fees are in US dollars and exclusive of applicable taxes, which are your responsibility. Failed payments may result in service suspension after a 7-day cure period with written notice.

2.3 Price Changes

We may adjust subscription pricing with at least 60 days’ written notice. Price changes take effect at the start of your next billing period following the notice period. If you do not agree to a price change, you may terminate your subscription before the change takes effect.

2.4 Refund Policy

Monthly subscriptions may be cancelled at any time; cancellation takes effect at the end of the current billing month with no prorated refunds. Annual subscriptions are non-refundable except as required by law or at our discretion in extraordinary circumstances. We offer a 30-day free trial for new practices; no credit card required during the trial period.

3. Acceptable Use

3.1 Permitted Use

The Services are licensed exclusively for use by licensed dental practices and their authorized staff for legitimate dental practice management purposes. You may use the Services for the number of locations and users specified in your subscription plan.

3.2 Prohibited Uses

You agree not to:

• Resell, sublicense, or otherwise make the Services available to any third party
• Use the Services for any healthcare specialty other than dentistry without our prior written consent
• Attempt to reverse engineer, decompile, or derive source code from the Services
• Access the Services through automated means (bots, scrapers) except via our published API
• Upload or introduce malware, viruses, or other harmful code
• Use the Services in any manner that violates HIPAA or other applicable law
• Share login credentials among multiple individuals (each user must have a unique account)
• Exceed the usage limits of your subscription plan
• Use the Services to store or process data unrelated to legitimate dental practice operations

3.3 Suspension for Misuse

We reserve the right to suspend or terminate access to the Services immediately, without prior notice, if we determine in good faith that you are in material violation of this Section 3 or if continued access poses a security or compliance risk.

4. PHI, HIPAA & Business Associate Agreement

4.1 Your HIPAA Obligations as a Covered Entity

You represent and warrant that you are a Covered Entity under HIPAA (or are operating under the supervision of one), that you have appropriate Notice of Privacy Practices in place, and that you will use UpDental only in accordance with HIPAA and your internal compliance policies.

4.2 UpDental’s HIPAA Obligations as a Business Associate

UpDental will: (a) use and disclose PHI only as permitted by the BAA and HIPAA; (b) implement appropriate administrative, physical, and technical safeguards; (c) report any security incident or breach to you promptly; (d) make its books and records available to HHS for audit as required; and (e) ensure that subcontractors who handle PHI execute Business Associate Agreements.

4.3 Breach Notification

In the event of a Breach of Unsecured PHI as defined under HIPAA, UpDental will notify you without unreasonable delay and within 60 days of discovery. You are responsible for notifying affected individuals and HHS as required by the HIPAA Breach Notification Rule.

5. Data Ownership

You own your data. All patient records, clinical data, treatment histories, financial records, and other information you enter into UpDental (“Practice Data”) remain your property at all times. UpDental does not claim ownership of your Practice Data.

You grant UpDental a limited, non-exclusive, non-transferable license to access, store, process, and transmit your Practice Data solely to provide the Services to you.

We may use aggregated, de-identified data (data from which all patient and practice identifiers have been removed in accordance with 45 CFR § 164.514) for product development, benchmarking, and research purposes. De-identified data is not Practice Data and is not subject to the data ownership provisions of this Section.

You are responsible for the accuracy and legality of Practice Data you input into the Services, including ensuring you have appropriate patient authorizations for all data entered.

6. Intellectual Property

The Services, including all software, algorithms, user interfaces, documentation, and underlying technology, are owned by UpGPT Inc. and protected by copyright, trade secret, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Services beyond the limited license to use them as described herein.

If you provide feedback, suggestions, or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free license to use and incorporate that Feedback into our products without restriction or compensation to you.

7. Confidentiality

Each party agrees to keep the other party’s Confidential Information strictly confidential and to use it only as necessary to perform obligations under these Terms. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature.

These obligations do not apply to information that: (a) is or becomes publicly known through no breach of this provision; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, with prior notice where possible.

8. Warranties & Disclaimer

UpDental warrants that: (a) we have the right to provide the Services as described; (b) the Services will materially conform to our published documentation; and (c) we will implement and maintain appropriate security safeguards as described in our Privacy Policy and BAA.

9. Limitation of Liability

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO UPDENTAL IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

10. Indemnification

You agree to indemnify, defend, and hold harmless UpGPT Inc. and its officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation, including HIPAA; (c) Practice Data you enter into the Services; or (d) any claim by a third party arising from your acts or omissions.

11. Term & Termination

11.1 Term

These Terms are effective as of the date you first access the Services and continue until your subscription is terminated, whether by you or by us.

11.2 Termination by You

You may terminate your subscription at any time with 30 days’ written notice to support@updental.com. Termination takes effect at the end of the notice period or the current billing cycle, whichever is later.

11.3 Termination by UpDental

We may terminate these Terms or suspend your access: (a) immediately for material breach of Section 3 (Acceptable Use), Section 4 (HIPAA), or Section 10 (Indemnification); (b) upon 30 days’ notice for any other reason; or (c) immediately if required by law or to prevent harm to other users or our systems.

11.4 Data Export Upon Termination

Upon termination for any reason, you may request a complete export of your Practice Data in a standard machine-readable format (CSV, HL7 FHIR, or X12). We will provide the export within 30 days of request. Data is retained in our systems for 90 days after termination, after which it is securely deleted unless required to be retained by law.

11.5 Effect of Termination

Sections 5 (Data Ownership), 6 (Intellectual Property), 7 (Confidentiality), 8 (Warranties), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Data Export), 12 (Governing Law), and 13 (General) survive termination.

12. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising out of or related to these Terms shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, with the arbitration conducted in Delaware. The prevailing party shall be entitled to recover reasonable attorneys’ fees.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or Confidential Information. You waive any right to participate in a class action lawsuit or class-wide arbitration.

13. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any executed BAA or Order Form, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.
• Amendments: We may update these Terms with 30 days’ notice by posting the revised version and updating the Last Updated date. Continued use after the effective date constitutes acceptance.
• Waiver: Failure to enforce any provision of these Terms is not a waiver of our right to enforce it later.
• Severability: If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.
• 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.
• Notices: Legal notices to UpDental must be sent to legal@upgpt.ai. Notices to you will be sent to the email address on your account.
• Force Majeure: Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, government actions, or infrastructure failures, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

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