1. AGREEMENT AND ACCEPTANCE
These Terms of Service (this "Agreement") govern access to and use of the Smile Data analytics platform and related services provided by SmileData LLC, a Georgia limited liability company ("Smile Data," "we," "us," or "our"). This Agreement is between Smile Data and the dental practice or organization ("Customer," "you," or "your") that subscribes to the Services.
BY CLICKING "I AGREE," SIGNING UP FOR THE SERVICES, OR USING THE PLATFORM, YOU ACCEPT THIS AGREEMENT IN ITS ENTIRETY. THE PERSON ACCEPTING REPRESENTS THAT THEY HAVE AUTHORITY TO BIND THE CUSTOMER. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
Customers whose use involves Protected Health Information must also execute Smile Data's Business Associate Agreement (the "BAA"). If this Agreement and the BAA conflict with respect to Protected Health Information, the BAA controls for that subject matter only.
2. DEFINITIONS
"Authorized Users" means your employees, contractors, and authorized personnel whom you permit to access the Services on your behalf.
"Customer Data" means data, content, and information that you or your Authorized Users provide to the Services or authorize the Services to retrieve from your practice management system, including practice management data and Protected Health Information.
"AI Features" means any feature of the Services that uses artificial intelligence or machine learning to generate content or analysis, including the AI card and dashboard builder, conversational analytics, generated reports, generated audio summaries and podcasts, and any similar feature we make available.
"Outputs" means content generated by the AI Features, including cards, dashboards, tables, charts, text answers, reports, and audio.
"Beta Features" means features, programs, or access periods identified as beta, preview, pilot, early access, or evaluation.
"Order Form" means the plan selection, pricing, seat counts, and location counts recorded in your account at subscription, as updated from time to time.
"Services" means Smile Data's dental analytics platform and all software, applications, features, and services we provide under this Agreement.
3. LICENSE AND RESTRICTIONS
3.1 License Grant
Subject to this Agreement, Smile Data grants you a non-exclusive, non-transferable, revocable license during the term to access and use the Services solely for your internal business purposes in the operation of your dental practice.
3.2 Restrictions
You will not, and will not permit anyone to: (a) reverse engineer, decompile, or disassemble the Services; (b) use the Services for any unlawful purpose; (c) attempt unauthorized access to our systems or other customers' data; (d) use the Services or Outputs to build, train, or improve a competing product or any machine learning model; (e) scrape, harvest, or bulk-extract data from the Services except through export features we provide; (f) share access credentials or circumvent seat or user limits; (g) publish benchmarks or performance comparisons of the Services without our written consent; (h) resell, sublicense, or provide the Services to any third party; or (i) use the Services in a manner that damages or impairs our systems.
4. AI FEATURES
4.1 Nature of AI Outputs
The AI Features generate Outputs using statistical and machine learning methods. OUTPUTS MAY BE INCOMPLETE, INACCURATE, OR WRONG, AND MAY DIFFER BETWEEN RUNS. You are responsible for reviewing and verifying every Output before relying on it or acting on it. Outputs are not a substitute for your books, your practice management system of record, or professional judgment.
4.2 No Professional Advice
THE SERVICES AND OUTPUTS PROVIDE ANALYTICS AND ADMINISTRATIVE INFORMATION ONLY. THEY ARE NOT MEDICAL, DENTAL, CLINICAL, LEGAL, ACCOUNTING, TAX, BILLING-COMPLIANCE, OR FINANCIAL ADVICE, AND ARE NOT A DIAGNOSIS, TREATMENT RECOMMENDATION, OR CODING RECOMMENDATION. ALL CLINICAL, BILLING, STAFFING, AND BUSINESS DECISIONS REMAIN YOUR SOLE RESPONSIBILITY.
4.3 Data-Dependent Accuracy
Analytics and Outputs are derived from Customer Data as it exists in your systems. Smile Data does not warrant the accuracy, completeness, or timeliness of Customer Data, of data retrieved from your practice management system, or of any analytics or Outputs derived from them. Figures shown in the Services may differ from your system of record due to synchronization timing, source data quality, and methodology differences.
4.4 Your Prompts
You are responsible for the instructions and prompts your Authorized Users submit to the AI Features and for ensuring that use of the resulting Outputs complies with applicable law.
5. CUSTOMER RESPONSIBILITIES
5.1 Data Connection Authority
You represent and warrant that you own or control the practice management system connected to the Services and have all rights, consents, and authorizations necessary to permit Smile Data to access and process the Customer Data, including Protected Health Information, retrieved from it.
5.2 Compliance with Laws
You must use the Services in compliance with all applicable laws, including HIPAA (and you must execute the BAA before any use involving Protected Health Information), the TCPA for any patient communications, and applicable state dental practice and privacy laws.
5.3 Account Security
You are responsible for maintaining the confidentiality of credentials, ensuring only authorized personnel access the Services, configuring user roles and permissions appropriately, and promptly notifying us of any suspected unauthorized access to your account.
6. DATA OWNERSHIP AND USAGE
6.1 Customer Data
You retain all ownership rights in Customer Data. Smile Data uses Customer Data solely to provide the Services and as otherwise permitted by this Agreement and the BAA.
6.2 De-identified and Aggregated Data
You grant Smile Data the right to create de-identified data from Customer Data (de-identified in accordance with 45 C.F.R. ยง 164.514 where derived from Protected Health Information) and aggregated data across customers, and to use and disclose such data for research, benchmarking, product improvement, and development and improvement of analytics and AI capabilities. De-identified and aggregated data will not identify you or any individual.
6.3 Outputs
As between the parties, you own the Outputs generated from your Customer Data, subject to Smile Data's ownership of the Services, its models, templates, and methodologies. Smile Data may retain and use Outputs internally to operate, secure, and improve the Services.
6.4 Export
The Services provide self-serve export features. Upon written request within thirty (30) days after termination, Smile Data will provide a copy of your Customer Data in a commercially reasonable format; after that period Smile Data may delete Customer Data, subject to the BAA.
7. FEES AND PAYMENT
7.1 You agree to pay the fees for your plan, locations, and seats as stated in your Order Form. Fees are billed monthly in advance and are non-refundable except as expressly provided herein. You authorize automatic charges to your designated payment method.
7.2 Smile Data may change pricing with at least thirty (30) days' notice, effective at your next billing cycle.
7.3 If payment is not received within ten (10) days after the due date, Smile Data may suspend access until payment is received. Late payments may incur interest at 1.5% per month or the maximum lawful rate, whichever is less. You are responsible for all taxes other than taxes on Smile Data's income.
8. BETA FEATURES
Beta Features are provided for evaluation, "AS IS," with no warranties, no service commitments, and no obligations of support. Beta Features may be modified, suspended, or discontinued at any time without notice, and data or configurations associated with them may be changed or deleted. Smile Data may impose limits on Beta Features. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, SMILE DATA'S TOTAL LIABILITY ARISING OUT OF BETA FEATURES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). You grant Smile Data a perpetual, irrevocable, royalty-free license to use feedback, suggestions, and ideas you provide about the Services without restriction or compensation.
9. TERM, SUSPENSION, AND TERMINATION
9.1 This Agreement begins when you first access the Services and continues month to month until terminated.
9.2 Either party may terminate for convenience with written notice, effective at the end of the current billing period. Either party may terminate for material breach not cured within thirty (30) days of written notice.
9.3 Smile Data may suspend the Services immediately if reasonably necessary to address a security risk, unlawful use, non-payment, or harm to the Services or other customers.
9.4 Sections 4, 6.2, 6.3, 8 (feedback license), 10, 11, 12, 13, and 14 survive termination.
10. WARRANTIES AND DISCLAIMERS
10.1 Each party warrants it has the power and authority to enter into this Agreement.
10.2 Smile Data warrants the Services will perform substantially in accordance with the applicable documentation under normal use. Your sole and exclusive remedy for breach of this warranty is correction of the Services or, if correction is not commercially reasonable, termination and a pro-rata refund of prepaid unused fees.
10.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, AI FEATURES, AND OUTPUTS ARE PROVIDED "AS IS" AND SMILE DATA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. NO ADVICE OR INFORMATION OBTAINED FROM SMILE DATA OR THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
11. INDEMNIFICATION
11.1 You will defend, indemnify, and hold harmless Smile Data and its members, managers, officers, employees, and agents from any third-party claims, damages, fines, penalties, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Services or Outputs, including clinical, billing, or business decisions based on them; (b) your breach of this Agreement or the BAA; (c) your violation of law, including HIPAA obligations that are yours as a covered entity and TCPA claims arising from your communications; (d) Customer Data, including any claim that it infringes or misappropriates third-party rights or was provided without necessary rights or consents; and (e) disputes between you and your patients or Authorized Users.
11.2 Smile Data will defend, indemnify, and hold you harmless from any third-party claim that the Services (excluding Customer Data and Outputs) infringe a U.S. patent, copyright, or trademark, provided you promptly notify us and cooperate in the defense. If the Services are enjoined, Smile Data may procure the right to continue them, modify them, or terminate and refund prepaid unused fees, as your sole remedy.
12. LIMITATION OF LIABILITY
12.1 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 SMILE DATA'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE BAA, THE SERVICES, AND THE OUTPUTS, REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO SMILE DATA IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
12.3 THE LIMITATIONS IN THIS SECTION APPLY TO ANY CLAIM RELATING TO A SECURITY INCIDENT OR BREACH OF UNSECURED PROTECTED HEALTH INFORMATION, EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS OR TO EITHER PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY INFRINGEMENT CLAIMS UNDER SECTION 11.2.
12.4 NO CLAIM ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT MORE THAN TWELVE (12) MONTHS AFTER THE PARTY BRINGING IT KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO IT.
12.5 THE PARTIES AGREE THE FEES REFLECT THIS ALLOCATION OF RISK AND THAT SMILE DATA WOULD NOT PROVIDE THE SERVICES AT THESE FEES WITHOUT THESE LIMITATIONS.
13. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER
13.1 Any dispute arising out of or relating to this Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Atlanta, Georgia, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for infringement or misuse of intellectual property or confidential information, and either party may bring an individual claim in small claims court.
13.2 ALL DISPUTES WILL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CUSTOMER.
13.3 EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY.
14. CONFIDENTIALITY
Same substantive terms as v1 sections 11.1 and 11.2 (definition, exclusions, reasonable-care obligations, use only to perform under this Agreement), plus: a receiving party may disclose Confidential Information as required by law, with prompt notice to the disclosing party where lawful.
15. SECURITY; THIRD-PARTY SERVICES
15.1 Smile Data will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data. Smile Data's obligations with respect to Protected Health Information, including breach notification, are as stated in the BAA.
15.2 The Services are hosted on and interoperate with third-party infrastructure and technology providers, including cloud hosting and AI model providers, acting as Smile Data's subcontractors or subprocessors. Where such providers process Protected Health Information, Smile Data will bind them to obligations consistent with the BAA. Smile Data is not responsible for your internet connectivity, your systems, or services you procure separately.
16. GENERAL
16.1 Entire Agreement. This Agreement, the Order Form, and the BAA are the entire agreement and supersede all prior agreements on the subject matter, including any prior version of these Terms.
16.2 Amendment. Smile Data may amend this Agreement by posting the amended terms and providing notice through the Services or by email at least thirty (30) days before they take effect. Continued use after the effective date constitutes acceptance.
16.3 Governing Law. This Agreement is governed by the laws of the State of Georgia, without regard to conflict of laws principles. Subject to Section 13, exclusive venue for any court proceeding is the state or federal courts located in Fulton County, Georgia.
16.4 Severability; Waiver. If any provision is unenforceable, the remainder continues in effect. Failure to enforce a provision is not a waiver.
16.5 Force Majeure. Neither party is liable for delay or failure due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, internet or utility failures, or governmental actions.
16.6 Assignment. You may not assign this Agreement without Smile Data's prior written consent. Smile Data may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
16.7 Publicity. Smile Data may identify you by name and logo as a customer in its marketing materials; you may opt out by written notice.
16.8 Notices. Notices must be in writing to the addresses in your account or, for Smile Data, to SmileData LLC, 3189 Maple Drive NE, Atlanta, GA 30305, or contactus@smiledata.com.
17. SMS PROGRAM TERMS
Program and sender. Smile Data LLC operates Smile Data Operational Alerts from (770) 404-9997. These optional recurring messages are for account owners, authorized team members and clients who request account updates, website enquiry notices, catalog activity and system status notifications for business systems they manage. This program does not send marketing or sales promotions.
Enrollment. Review the disclosures at https://smiledata.com/sms, then text JOIN to (770) 404-9997 from your own mobile phone. Sending JOIN confirms your consent to this program and these SMS terms. Merely visiting the page or opening a draft does not subscribe you. Support links a subscribed number to an authorized account before operational alerts begin. Consent is not a condition of purchase.
Frequency and charges. Message frequency varies with activity on the connected account or website. Message and data rates may apply. Check your mobile plan for details.
Cancellation and help. Reply STOP to cancel. You will receive one opt-out confirmation, and the program will send no further texts unless you opt in again. To remove the block and request enrollment again, text START, then JOIN. Reply HELP for help, or email support@smiledata.com.
Delivery and appropriate use. Carriers are not liable for delayed or undelivered messages. Delivery is not guaranteed. Do not rely on SMS for emergencies or send patient information or other sensitive information through this program. Notify support when you change or give up a number associated with your account.
Privacy. Our Privacy Policy at https://smiledata.com/privacy-policy explains our handling of mobile information and consent records. We do not share mobile information or text messaging consent with third parties or affiliates for marketing or promotional purposes. Messaging service providers process it on our behalf to operate the program.