Terms of Service

1. Definitions

“Services” means our AI-powered practice management and patient communication platform, including our website, mobile apps, AI receptionist, RCM modules, smart calendar, and all associated software.

“Customer” or “you” means the entity (e.g., dental practice) or individual who registers for or uses the Services.

“PHI” means Protected Health Information as defined by HIPAA.

“BAA” means the Elva Business Associate Agreement, which governs our handling of PHI.

“AI Content” means any content, text, scripts, code suggestions, or other information generated or suggested by the AI features within the Services.

“PMS” means a third-party Practice Management System.

“Order Form” means any order document or online subscription plan you sign or agree to, which specifies your subscription plan, fees, and subscription term.

2. The Services and Protected Health Information

2.1. Use of Services

Subject to your compliance with these Terms and payment of all applicable fees, Elva grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business operations as a dental practice, as specified in your Order Form.

2.2. Protected Health Information (PHI)

The Services are designed to manage data that may include PHI. You agree to use the Services in full compliance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

2.3. Business Associate Agreement (BAA)

Before you may use the Services to process any PHI, you must review and accept Elva’s Business Associate Agreement (BAA). These Terms incorporate the BAA by reference. The BAA, not these Terms, will govern the processing of all PHI. You agree that Elva is not responsible for any PHI you process through the Services in violation of the BAA or HIPAA.

3. Account and Customer Responsibilities

3.1. Account Creation

You must provide accurate, current, and complete information when creating your account. You are responsible for maintaining the accuracy of this information.

3.2. User Responsibilities

You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees, or a third party (including your contractors or agents).

3.3. Security

You are solely responsible for maintaining the confidentiality and security of your account credentials (e.g., usernames, passwords, and API keys). You must notify Elva immediately of any unauthorized access to or use of your account.

4. Acceptable Use Policy

4.1. Acceptable Use

You and your authorized users agree not to:

• (a) Reverse engineer, decompile, or otherwise attempt to discover the source code or underlying ideas of the Services;
• (b) Sell, resell, license, sublicense, or distribute the Services to any third party;
• (c) Use the Services to store or transmit any virus, malware, or other malicious code;
• (d) Use the Services to send unsolicited communications, “spam,” or any messages in violation of applicable laws (including the Telephone Consumer Protection Act (TCPA) and CAN-SPAM Act);
• (e) Access or use the Services to build a competitive product or service;
• (f) Use the Services in any way that is unlawful, harmful, or fraudulent, or that violates any applicable local, state, federal, or international law or regulation (including HIPAA).

5. AI Services and Disclaimers

5.1. AI-Generated Content

The Services utilize artificial intelligence to generate call scripts, summarize information, suggest billing codes, and communicate with patients (“AI Content”).

5.2. No Professional Advice

YOU ACKNOWLEDGE AND AGREE THAT ELVA IS NOT A LICENSED MEDICAL, LEGAL, OR FINANCIAL PROFESSIONAL. THE AI CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. ELVA IS NOT PROVIDING MEDICAL ADVICE, LEGAL ADVICE, OR BILLING/CODING ADVICE.

5.3. Customer Responsibility

You and your licensed professional staff are solely responsible for reviewing, validating, and ensuring the accuracy, completeness, and appropriateness of all AI Content before it is used. You assume all risk associated with your reliance on AI Content. You agree to indemnify Elva for any claims arising from your use of AI Content in the treatment of patients or in billing.

6. Fees and Payment

6.1. Fees

You agree to pay all fees specified in your applicable Order Form. All fees are non-cancellable and non-refundable, except as expressly stated in these Terms.

6.2. Payment

Fees will be billed in advance on a subscription basis (e.g., monthly or annually). You must provide a valid payment method. You authorize Elva to charge your payment method for all fees incurred.

6.3. Late Payments

Overdue invoices may be subject to a finance charge of 1.5% per month on the unpaid balance or the maximum rate permitted by law, whichever is lower.

6.4. Taxes

All fees are exclusive of any taxes, levies, or duties. You are responsible for paying all applicable taxes, excluding only taxes based on Elva’s net income.

7. Third-Party Integrations (PMS)

The Services are designed to integrate with Third-Party PMS. By using such integrations, you authorize Elva to access and exchange your data with the Third-Party PMS. Elva is not responsible for the data, operation, security, or any failures of the Third-Party PMS. Your use of any Third-Party PMS is governed by your agreement with that provider.

8. Intellectual Property

8.1. Elva’s IP

Elva and its licensors own all right, title, and interest in and to the Services, including all underlying software, AI models, documentation, and all intellectual property rights therein.

8.2. Customer Data

You own all right, title, and interest in and to your “Customer Data” (including PHI). You grant Elva a limited, non-exclusive right to use your Customer Data solely to provide, maintain, and improve the Services.

8.3. Anonymized Data

You agree that Elva may anonymize, de-identify, and aggregate your Customer Data and use such data to train its AI models, improve the Services, and for industry analysis, provided that such data cannot be used to identify any individual or your practice.

8.4. Feedback

If you provide any feedback or suggestions regarding the Services, you grant Elva a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback.

9. Term, Termination, and Suspension

9.1. Term

These Terms remain in effect for the subscription term specified in your Order Form. Subscriptions will automatically renew for subsequent periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.

9.2. Termination

Either party may terminate these Terms for cause if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice. Elva may also suspend or terminate your access immediately if you: (a) fail to pay fees on time; or (b) pose a security, legal, or regulatory risk.

9.3. Effect of Termination

Upon termination, your license to use the Services ceases. You will be responsible for all fees due through the date of termination. Elva will make your Customer Data available for export for a period of thirty (30) days, after which it will be deleted in accordance with HIPAA and the BAA.

10. Warranty Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ELVA MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ELVA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR 100% SECURE.

11. Limitation of Liability

IN NO EVENT SHALL ELVA OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING FROM YOUR USE OF THE SERVICES.

ELVA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO ELVA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless Elva, its officers, directors, and employees from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your breach of these Terms; (b) your Customer Data; (c) your violation of any applicable laws or regulations (including HIPAA, TCPA, or CAN-SPAM); or (d) your or your staff’s use of AI Content.

13. Governing Law and Dispute Resolution

13.1. Governing Law

These Terms shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles.

13.2. Dispute Resolution

Any dispute arising from these Terms shall be resolved by binding arbitration in Delaware, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

14. General Provisions

14.1. Entire Agreement

These Terms, together with the BAA and any Order Form, constitute the entire agreement between you and Elva.

14.2. Changes to Terms

Elva may modify these Terms at any time by posting the revised version on its website. We will provide reasonable notice of material changes. Your continued use of the Services after such a change constitutes your acceptance of the new Terms.

14.3. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

14.4. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, or failures of public utilities.

15. Contact Information

For any questions or legal notices regarding these Terms, please contact us at [email protected].