Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Patientdesk AI, Inc. ("Patientdesk," "we," "us," or "our"). By subscribing to, accessing, or using our AI receptionist platform, you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a dental or healthcare practice, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

Patientdesk provides an AI-powered receptionist and patient communication platform for dental and healthcare practices. Our services include:

• AI-powered inbound and outbound call handling, 24/7
• Appointment scheduling, rescheduling, and cancellation management
• Real-time insurance eligibility verification via clearinghouse integrations
• Patient payment follow-up and collections communication
• Direct integration with Practice Management Systems (PMS)
• Call recordings, transcripts, and analytics dashboard
• Lead capture and patient intake assistance
• Customizable call scripts and workflows tailored to your practice

3. No Medical Triage, Diagnosis, or Clinical Advice

THIS IS A CRITICAL TERM. PLEASE READ CAREFULLY.

Patientdesk is a communication and scheduling tool. Our AI does not, and is not designed to, perform any of the following:

• Medical or dental triage
• Diagnosis of any condition, symptom, or ailment
• Recommendation or suggestion of treatments, medications, or procedures
• Assessment of the urgency or severity of a patient's condition
• Provision of any clinical, medical, or dental advice whatsoever

When a caller describes symptoms or a potential emergency, our AI follows your practice's designated emergency protocol only (e.g., directing the caller to dial 911, transferring to an on-call provider, or providing your after-hours emergency number). Patientdesk does not independently assess whether a situation constitutes an emergency.

You acknowledge and agree that Patientdesk bears no liability for clinical outcomes, treatment decisions, or any harm arising from the practice's clinical protocols or the caller's reliance on information provided by the practice through our platform.

4. Practice's Responsibilities

As a Patientdesk client, you are responsible for:

4.1 Accurate Information

• Providing accurate, complete, and current practice information including schedules, services, pricing, and insurance details
• Promptly updating us when any practice information changes
• Reviewing and approving AI call scripts and workflows before deployment

4.2 Clinical Protocols

• Defining and providing clear emergency handling instructions for the AI to follow
• Establishing clinical boundaries and escalation procedures
• Ensuring all protocols provided to Patientdesk comply with applicable healthcare regulations
• Maintaining responsibility for all clinical decisions made by your practice

4.3 Compliance

• Ensuring your use of Patientdesk complies with all applicable federal, state, and local laws including HIPAA, state dental board regulations, and telecommunications laws
• Obtaining any necessary patient consents for call recording as required by your state's laws
• Maintaining all required professional licenses and permits

4.4 Staff Cooperation

• Providing reasonable staff cooperation during onboarding and integration
• Responding to Patientdesk communications within a reasonable timeframe
• Designating an authorized point of contact for account management

5. Data Handling and Security

5.1 Our Commitments

• All data is encrypted in transit (TLS 1.2+) and at rest (AES-256)
• We enter into Business Associate Agreements (BAAs) as required under HIPAA
• We maintain administrative, physical, and technical safeguards for PHI
• Access to patient data is limited to authorized personnel on a need-to-know basis
• We do not sell, rent, or trade patient data under any circumstances

5.2 Call Recordings

All calls handled by our AI are recorded for quality assurance and service delivery. Recordings are stored in encrypted environments and are accessible to you via your dashboard. You are responsible for ensuring compliance with applicable call recording consent laws in your jurisdiction (e.g., one-party vs. two-party consent states).

5.3 Data Ownership

You retain ownership of all practice data and patient information. Patientdesk processes this data solely to provide the contracted services. Upon termination, you may request export or deletion of your data.

6. Subscription and Billing

• Service fees are as agreed upon in your individual service agreement or order form
• Subscriptions operate on a month-to-month basis unless otherwise specified
• Payments are processed via Stripe using the payment method on file
• You will receive advance notice of any fee changes
• Late or failed payments may result in service suspension after reasonable notice

7. Setup Fee

An initial setup fee may apply for onboarding, PMS integration, and custom AI configuration. Our setup fee is refundable in accordance with the terms specified in your individual service agreement. Details regarding the refund policy, timeline, and conditions are outlined in your order form.

8. Service Availability

We strive to maintain 24/7 service availability. However, we do not guarantee uninterrupted or error-free service. Service may be temporarily unavailable due to:

• Scheduled maintenance (with advance notice where possible)
• Unforeseeable technical issues
• Third-party service provider outages (telephony, PMS, clearinghouses)
• Force majeure events

We will use commercially reasonable efforts to minimize downtime and will communicate known outages promptly.

9. Intellectual Property

9.1 Patientdesk IP

All rights, title, and interest in and to the Patientdesk platform, AI models, algorithms, software, workflows, dashboard, and documentation remain the exclusive property of Patientdesk AI, Inc. You are granted a limited, non-exclusive, non-transferable license to use the platform for the duration of your subscription.

9.2 Your Content

You retain full ownership of all practice content, patient data, and materials you provide to us. By providing this content, you grant Patientdesk a limited license to use it solely for the purpose of delivering the contracted services.

10. Limitation of Liability

10.1 Maximum Liability

To the maximum extent permitted by law, Patientdesk's total aggregate liability for any and all claims arising out of or related to these Terms or the services shall not exceed the total fees paid by you to Patientdesk in the twelve (12) months preceding the claim.

10.2 Excluded Damages

In no event shall Patientdesk be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of patients, loss of data, or business interruption, regardless of the theory of liability.

10.3 Clinical Outcomes

Patientdesk shall have no liability whatsoever for any clinical outcomes, patient harm, misdiagnosis, treatment errors, or adverse events that are related to or arise from clinical decisions made by the practice, its staff, or its patients.

10.4 Third-Party Services

Patientdesk is not liable for failures, outages, errors, or security incidents caused by third-party services including but not limited to telephony providers, PMS systems, insurance clearinghouses, or cloud infrastructure providers.

11. Indemnification

You agree to indemnify, defend, and hold harmless Patientdesk AI, Inc., its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the services
• Any clinical protocols, scripts, or guidelines you provide to Patientdesk
• Any clinical decisions, diagnoses, treatments, or patient outcomes related to your practice
• Your breach of these Terms
• Your violation of any applicable law, regulation, or professional standard
• Any claim by a patient or third party arising from the services provided by your practice

12. Termination

12.1 By You

You may cancel your subscription at any time. Since subscriptions are month-to-month, cancellation takes effect at the end of the current billing period. No refund is due for the current billing cycle.

12.2 By Patientdesk

We may suspend or terminate your account immediately if:

• You materially breach these Terms
• Payment remains outstanding after reasonable notice
• You use the service in a manner that violates applicable law
• Your use poses a security risk to our platform or other clients

12.3 Effect of Termination

Upon termination, your access to the platform will cease. You may request an export of your data within 30 days of termination. After 90 days, we may permanently delete your data unless a longer retention period is required by law. Provisions regarding limitation of liability, indemnification, intellectual property, and governing law survive termination.

13. Modifications to Terms

We may update these Terms from time to time. Material changes will be communicated to you via email at least 30 days before they take effect. Your continued use of the services after the effective date constitutes acceptance of the updated Terms. If you do not agree with the changes, you may terminate your subscription before the changes take effect.

14. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions or orders, telecommunications or internet outages, cyberattacks, or third-party service provider failures.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

15.2 Jurisdiction

Any disputes arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located in San Francisco County, California.

15.3 Informal Resolution

Before filing any formal legal proceeding, both parties agree to attempt to resolve disputes informally by contacting the other party in writing and allowing 30 days for resolution.

16. General Provisions

16.1 Entire Agreement

These Terms, together with your service agreement and any applicable order forms, constitute the entire agreement between you and Patientdesk regarding the services.

16.2 Severability

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

16.3 Assignment

You may not assign or transfer these Terms without our prior written consent. Patientdesk may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

16.5 No Agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Patientdesk.

17. Contact Us

For questions about these Terms, contact us at:

18. Acknowledgment

By using Patientdesk, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. You further acknowledge that Patientdesk is a communication and scheduling platform and does not provide medical triage, diagnosis, or clinical advice of any kind.