Terms written to be read

These Terms govern your access to and use of the DDSArk platform, websites, and related services (the “Service”), provided by DentalDrive, Inc. (“DentalDrive,” “we,” “us”). By creating an account, signing an order form, or using the Service, you agree to these Terms on behalf of your organization (“Customer,” “you”).

DDSArk provides managed cloud backup, monitoring, and ransomware recovery for dental practices and the managed service providers who support them. We grant you a non-exclusive, non-transferable right to use the Service during your subscription term, for your internal business purposes, subject to these Terms.

We continuously improve the Service. We may add, change, or retire features, but we will not materially reduce the core backup and recovery functionality you are paying for during a paid term.

You are responsible for:

• • Keeping account credentials confidential and enabling multi-factor authentication.
• • The activity of every user you invite into your tenant.
• • Ensuring you have the right to back up the data you protect with the Service.
• • Using the Service in line with our Acceptable Use Policy.

Fees are set out in your order form, typically priced per protected device or per location. Unless stated otherwise, invoices are due within 30 days, fees are non-refundable except where these Terms or the SLA say otherwise, and fees exclude taxes. We may suspend the Service for invoices more than 15 days overdue after giving you notice.

Your data stays yours. You retain all rights to the backup data and content you store with the Service (“Customer Data”). You grant us only the limited rights needed to operate the Service — to store, transmit, encrypt, replicate, and restore your data on your behalf.

We handle personal and health information as described in our Privacy Policy and, where you are a HIPAA-covered entity or business associate, under the Business Associate Agreement.

We operate the Service to the availability, recovery, and support commitments in our Service Level Agreement, which is incorporated into these Terms. If we miss those commitments, the service credits in the SLA are your exclusive remedy.

The Service, including its software, design, and documentation, is owned by DentalDrive and protected by intellectual-property law. These Terms grant you a right to use the Service — not to own it. You may not copy, reverse-engineer, resell, or create derivative works from the Service except as the law expressly permits.

We warrant that the Service will perform materially as described in our documentation. Except for that commitment and the SLA, the Service is provided “as is,” and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, or consequential damages. Each party’s total liability arising out of these Terms is limited to the fees you paid for the Service in the 12 months before the event giving rise to the claim.

These Terms run for your subscription term and renew as stated in your order form. Either party may terminate for a material breach that stays uncured 30 days after written notice. On termination, your right to use the Service ends, and we will make your Customer Data available for export for 30 days before secure deletion.

We may update these Terms as the Service evolves or the law changes. For material changes, we will give you at least 30 days’ notice by email or in-app. Continuing to use the Service after changes take effect means you accept the updated Terms.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties will try in good faith to resolve disputes informally before pursuing formal proceedings, which will take place in the state or federal courts of Delaware. If any provision is found unenforceable, the rest of the Terms remain in effect.

Questions about these Terms? Contact us at [email protected].