These Terms of Service (the “Terms”) govern access to and use of the Tavali platform, website, and related services provided by Tavali, Inc. Please read them carefully. This document is a working template and contains bracketed placeholders, shown like [this], wherever a jurisdiction-, commercial-, or company-specific decision is required.
Introduction & acceptance of terms
These Terms form a binding agreement between Tavali, Inc. (“Tavali,” “we,” “us,” or “our”), a company organized under the laws of [State of Incorporation], and the individual or organization that accesses or uses the Service (“you,” “Customer”).
By accessing or using the platform or website, creating an account, or signing an Order Form that references these Terms, you agree to be bound by these Terms. If you do not agree, you may not access or use the Service.
If you accept these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and references to “you” and “Customer” include that organization. The Service is intended for use by dental and healthcare organizations and their personnel, not by consumers for personal use.
Definitions
In these Terms, the following capitalized terms have the meanings set out below:
- Service or Platform — the Tavali AI-native dental operating system, including its software, applications, websites, APIs, and related features and documentation.
- Customer — the organization that subscribes to or otherwise uses the Service under these Terms or an Order Form.
- User — any individual who accesses the Service.
- Authorized User — a User whom the Customer permits to access the Service under the Customer’s account, such as the Customer’s employees, contractors, or licensed providers.
- Subscription — the Customer’s right to access the Service for a defined term, as described in an Order Form.
- Order Form — an ordering document or online sign-up flow that references these Terms and specifies the subscribed services, fees, and term.
- Content — data, text, records, images, and other materials submitted to or generated within the Service.
- PHI — Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).
The service
Tavali provides an AI-native software platform designed to help dental practices unify clinical care, operations, and revenue workflows. The specific features available to you depend on your Subscription and the applicable Order Form.
We are continuously improving the Service. We may add, modify, or remove features from time to time. We will not make changes that materially reduce the core functionality of a paid Subscription during its then-current term without notice as described in these Terms or the applicable Order Form.
Beta and early-access features. We may offer features identified as beta, preview, or early access. Such features are provided [“as is” and may be changed or discontinued], may be less reliable than generally available features, and are excluded from any service commitments unless expressly stated in writing.
Eligibility & accounts
To use the Service, you must register an account and provide accurate, current, and complete information. You agree to keep your account information up to date.
You are responsible for safeguarding account credentials and for all activity that occurs under your account. You must keep credentials confidential and notify us promptly at [security contact email] if you suspect any unauthorized access or use.
You are responsible for your Authorized Users’ compliance with these Terms. You must ensure that each Authorized User is appropriately permissioned and that access is promptly revoked when an individual is no longer authorized.
Subscriptions, fees & payment
Access to the Service is provided on a subscription basis, typically priced [per location and/or per provider, as set out in the Order Form]. The fees, billing frequency, and Subscription term are specified in the applicable Order Form.
- Billing. Fees are billed [monthly/annually in advance] unless otherwise stated in the Order Form.
- Renewal. Subscriptions [automatically renew for successive terms unless either party gives notice of non-renewal at least [N] days before the end of the current term].
- Taxes. Fees are exclusive of taxes; you are responsible for applicable sales, use, and similar taxes, excluding taxes on our income.
- Late payment. Overdue amounts may accrue interest at [rate] and we may suspend the Service for non-payment after [notice period].
- Refunds. Except as required by law or expressly stated in an Order Form, fees are [non-refundable].
Customer responsibilities & acceptable use
You agree to use the Service only for lawful purposes and in accordance with these Terms, the applicable documentation, and all laws and professional obligations that apply to your practice.
You are responsible for the accuracy, quality, and legality of the Content you and your Authorized Users input into the Service, and for the means by which you acquired it.
You agree not to: (a) access or use the Service except as permitted; (b) interfere with or disrupt the integrity or performance of the Service; (c) attempt to gain unauthorized access to the Service or its related systems; (d) reverse engineer or copy the Service except as permitted by law; or (e) use the Service to build a competing product.
Clinical and professional responsibility. The Customer’s licensed providers retain sole responsibility for all clinical, diagnostic, and treatment decisions and for compliance with applicable professional and licensing requirements. See Section 7.
Clinical & AI disclaimer
Tavali operates in a healthcare context, and this section is important. Please read it carefully.
The Service includes artificial-intelligence and automation features that are assistive and intended to support, not replace, professional clinical judgment. AI-generated outputs — including summaries, suggestions, charting, codes, and risk or denial scores — are provided as decision support only.
AI outputs do not constitute medical or dental advice, diagnosis, or treatment, and must not be relied upon as such. Licensed providers remain fully responsible for reviewing, verifying, and approving any output before it is used, and for all clinical, diagnostic, billing, and treatment decisions.
You are responsible for ensuring that your use of the Service’s AI features complies with applicable laws, payer requirements, and professional standards of care. Tavali does not practice dentistry or medicine and does not exercise clinical judgment.
Data, privacy & HIPAA
Our handling of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that information will be processed as described there.
To the extent the Service processes PHI on the Customer’s behalf, the parties will enter into a Business Associate Agreement (BAA) as required under HIPAA. Where a BAA applies, it governs the parties’ respective obligations with respect to PHI, and in the event of a conflict regarding PHI, the BAA [controls].
You are responsible for the Content you submit, including obtaining any necessary consents and authorizations, providing required notices to patients, and ensuring you have the right to input such data into the Service. You are responsible for configuring access controls appropriately for your organization.
We maintain administrative, technical, and physical safeguards designed to protect Content, as further described in our security materials at [security page link]. No method of transmission or storage is completely secure, and we cannot guarantee absolute security.
Intellectual property
As between the parties, Tavali owns and retains all right, title, and interest in and to the Service, including the platform, software, models, user interfaces, documentation, and all related intellectual property, together with any improvements and derivative works.
Subject to these Terms, Tavali grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription term for the Customer’s internal business purposes.
Customer data. As between the parties, the Customer retains all right, title, and interest in and to its Content. The Customer grants Tavali a limited license to host, process, and use the Content solely to provide and support the Service and as otherwise permitted under these Terms and applicable law.
Feedback. If you provide suggestions or feedback about the Service, you grant Tavali a perpetual, irrevocable, royalty-free license to use that feedback without restriction or obligation to you.
Confidentiality
Each party may have access to the other party’s confidential information. The receiving party will use the disclosing party’s confidential information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it except to personnel who need to know it and are bound by confidentiality obligations.
Confidential information does not include information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is independently developed. A party may disclose confidential information if required by law, subject to [reasonable advance notice where legally permitted].
Third-party services & integrations
The Service may interoperate with third-party products, services, or integrations that you choose to enable (for example, imaging systems, payment processors, or communication tools). Your use of those third-party offerings is governed by their own terms and privacy practices.
Tavali does not control and is not responsible for third-party services, and we make no warranties regarding them. Enabling an integration may involve sharing data with the third party; you are responsible for reviewing and accepting the applicable third-party terms.
Term & termination
These Terms apply for as long as you use the Service or have an active Subscription, as set out in the applicable Order Form.
Termination for cause. Either party may terminate for a material breach that remains uncured [N] days after written notice.
Termination for convenience. Either party may terminate [as specified in the Order Form].
Effect of termination. Upon termination, your right to access the Service ends. We will make Customer Content available for export for [a defined period, e.g., 30 days] after termination, after which we may delete it in the ordinary course, subject to legal retention requirements and the applicable BAA.
Disclaimers of warranties
Except as expressly stated in these Terms or an Order Form, the Service is provided [“as is” and “as available”], and Tavali disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.
Tavali does not warrant that the Service will be uninterrupted, error-free, or that AI outputs will be accurate or complete. The clinical and AI disclaimers in Section 7 apply in full.
Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising out of or related to these Terms or the Service.
Except for [excluded liabilities to be defined, e.g., breaches of confidentiality, indemnification obligations], each party’s total aggregate liability arising out of or related to these Terms will not exceed [the amounts paid by the Customer to Tavali in the [12] months preceding the event giving rise to the claim].
Indemnification
By Tavali. Tavali will defend and indemnify the Customer against third-party claims alleging that the Service, as provided by Tavali and used in accordance with these Terms, infringes that third party’s intellectual-property rights, subject to [customary exclusions and procedures].
By Customer. The Customer will defend and indemnify Tavali against third-party claims arising from the Customer’s Content, the Customer’s use of the Service in violation of these Terms or applicable law, or the acts or omissions of the Customer’s Authorized Users.
The indemnified party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, subject to [standard conditions].
Governing law & dispute resolution
These Terms are governed by the laws of [Governing State], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [venue / county, state], except as provided below.
Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute informally by contacting one another. If unresolved, disputes will be settled by [binding arbitration / litigation — to be determined by counsel] under [rules / administering body], in [location].
[Class-action waiver / jury-trial waiver language, if any, to be reviewed by counsel.]
Changes to these terms
We may update these Terms from time to time. If we make material changes, we will provide notice through the Service, by email to the address associated with your account, or by updating the “Last updated” date above, as appropriate.
Changes become effective [N days after posting / upon your next access]. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service.
Miscellaneous
- Entire agreement. These Terms, together with any Order Form and referenced policies, are the entire agreement between the parties regarding the Service and supersede prior agreements on the subject.
- Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
- Assignment. You may not assign these Terms without our prior written consent, except [in connection with a merger or sale of substantially all assets]. Tavali may assign these Terms to an affiliate or successor.
- Waiver. A party’s failure to enforce a provision is not a waiver of its right to do so later.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Notices. Notices will be given [as specified — e.g., by email and/or to the addresses on file].
Contact
Questions about these Terms?
If you have questions about these Terms of Service, please contact us:
Tavali, Inc.
Legal: legal@tavali.com [confirm or replace]
Mailing address: [Company Address]