Terms of Use

AI transparency. You acknowledge and agree that your access to or use of the Service involves your interaction with artificial intelligence technology, which autonomously or partially autonomously processes data through a genetic algorithm, a neural network, machine learning, large language models, or other techniques in order to generate content or make decisions, recommendations, or predictions for you.

HIPAA. The Service is designed to be used in connection with the delivery of dental care and may be used to capture, transcribe, store, or otherwise process protected health information (“PHI”) as that term is defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”). Your use of the Service in any manner that involves PHI is subject to a separate Business Associate Agreement (“BAA”) executed between you and Mesio AI Inc.. You may not use the Service to process PHI unless a current BAA is in effect. The BAA, where applicable, governs the parties' respective obligations with respect to PHI and supplements (and where in conflict, controls over) these Terms of Use solely with respect to PHI handling.

Arbitration notice. Except for certain types of disputes described in the arbitration clause below, you agree that that clause requires disputes between you and us to be submitted to binding and final arbitration, unless you opt out. In addition: (1) you will only be permitted to pursue claims against us on an individual basis, and not in any class or representative proceeding; and (2) you are waiving your right to seek relief in a court of law and to have a jury trial on your claims. Please see the arbitration clause below for more information regarding the possible effects of the agreement to arbitrate and how to opt out of the arbitration clause.

We reserve the right to amend this Agreement at any time. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised, or we will notify you of the amendment to this Agreement in the Mesio App, via the Service, or by sending you an email. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to any of the terms herein or any future Terms of Use, including any amendments hereto, do not use or access (or continue to access) the Service.

This Agreement applies to all visitors, Users, Account Owners, Members, and others who access the Service.

If you have entered into a separate written agreement with us for use of the Service (each, a “Separate Agreement”), the terms and conditions of the Separate Agreement shall prevail over any conflicting terms or conditions in these Terms of Use with respect to the portions of the Service specified in the Separate Agreement. The BAA is one such Separate Agreement with respect to PHI. Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the Service in connection with such features. To the extent such terms, guidelines, and rules conflict with these Terms of Use, such terms shall govern solely with respect to such features. In all other situations, these Terms of Use shall govern.

1.Certain Definitions

Words and phrases used in these Terms have their definitions given in these Terms, including as set forth in this Section, or, if not defined herein, have their plain English meaning as commonly interpreted in the United States.

“AI System” means Mesio's proprietary technological system integrated into the Service that, autonomously or partly autonomously, processes data through the use of a genetic algorithm, a neural network, machine learning, large language models, and/or other techniques in order to generate content or make decisions, recommendations, or predictions.

“Account” means an account through which an Account Owner or Member will access the Service.

“Account Owner” means the individual or entity (typically a dental practice) who establishes one or more Accounts through the registration process provided by us for their own use (and, in the case of multiple Accounts, for the use of their Members).

“BAA” means the Business Associate Agreement executed between you and Mesio AI Inc. governing the parties' respective obligations with respect to PHI under HIPAA.

“Intellectual Property Rights” means all rights in and to any copyrights, trademarks, service marks, trade dress, publicity, databases, and patents and all other intellectual property rights or proprietary rights recognized by law.

“Member” means anyone associated with the Account Owner who is granted access to use an Account with the authorization of the Account Owner, including dentists, hygienists, assistants, and administrative staff.

“Patient” means an individual receiving dental care from the Account Owner or a Member, whose visit may be the subject of a Recording or otherwise processed by the Service.

“Personally Identifiable Information” or “PII” is “personal information,” as that term is defined in our Privacy Policy. Where PII also qualifies as PHI, the BAA additionally applies.

“Recording” means the recorded conversation between an Account Owner and/or Member and (i) a Patient during or relating to a dental appointment or other Patient interaction, and/or (ii) another Account Owner and/or Member (including other staff of the Account Owner) relating to Patient care, clinical decision-making, documentation, scheduling, workflow, or other practice operations.

“Software” is the software, if any, provided to you by Mesio AI Inc. and/or its licensors with respect to which you have access in connection with the Service, including any browser extension, desktop agent (the “Mesio Bridge”), or mobile applications.

“Transcription” means a written record of the Recording made by Mesio as a result of a User's use of the Service.

“User Data” means any Recording, data, text, images, photos, video, sounds, musical works, works of authorship, materials and other information that you or your Users upload, stream, link, submit, or otherwise make available in connection with or through the Service, including but not limited to PII and (where applicable) PHI.

“User(s)” means the Account Owner(s), Members, and/or their Patients.

2.Use of Our Service

Overview

The Service includes your ability to (a) generate a Recording using our application and receive back a Transcription; (b) receive AI-generated drafts of clinical documentation (including notes, periodontal charts, summaries, treatment plans, and patient-facing materials); (c) generate patient-facing communications (including updates, follow-ups, reminders, and educational materials); and (d) view, edit, store, and share such Transcriptions and generated content within your practice. Mesio grants you permission to use the Service as set forth in this Agreement.

Compliance and Risks

Whether on behalf of yourself, any User, or any other third party: (i) you will not copy, distribute, reproduce, publish, create derivative works of, or disclose any part of the Service (including Our Content) in any medium; (ii) you will not alter or modify any part of the Service; (iii) you acknowledge, accept, and agree that there are certain health and safety risks involved in utilizing Our Content and that you accept such risks; (iv) you are solely responsible for clinical judgment, diagnosis, treatment, and the contents of any signed chart, and the Service does not replace the licensed dentist's professional judgment; and (v) you will otherwise comply with the terms and conditions of this Agreement.

Eligibility

Use of the Service is void where prohibited. This Service is intended solely for Users who are eighteen (18) years of age or older, and any registration, use, or access to the Service by anyone under the applicable age is unauthorized, unlicensed, and in violation of this Agreement. Mesio may terminate your Account, delete any User Data that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect, or feature of the Service) for any reason, at any time in its sole discretion, with or without notice. You further agree that as a condition to accessing the Service, you will provide only true and accurate identification documentation to us or our third-party service providers.

Accounts

Before using certain portions of the Service, you may be required to establish one or more Accounts for each Member. Approval of your request to establish Accounts will be at our sole discretion. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. You may not distribute or transfer your Accounts or Account ID or provide a third party with the right to access your Accounts or Account IDs. You are solely responsible for all use of the Service through your Accounts, including any use by any of your Users. Any activities completed through your Account or under your Account IDs will be deemed to have been done by you. You will not: (a) select or use an Account ID of another unrelated party with the intent to impersonate that party; or (b) use an Account ID that we, in our sole discretion, deem offensive. In addition to all other rights available to us, including those set forth in these Terms of Use, we reserve the right to terminate your Accounts or refuse service to you in the event that you breach the preceding sentence or any other provision of these Terms of Use. You are responsible for the security of any of your Accounts and Account IDs, and you will notify us immediately if any Account ID is lost, stolen, or otherwise compromised.

AI

You acknowledge and agree that your and your Users' use of the Service includes the use of, and interaction with, our AI System. We will mark the outputs of our AI System in a machine-readable format so that they are detectable as artificially generated. Additionally, we will strive to ensure our AI System is effective, interoperable, robust, and reliable as far as this is technically feasible, taking into account the specificities and limitations of User Data, the costs of implementation, and the generally acknowledged state of the art for artificial intelligence.

3.Fees and Billing

As an Account Owner, you acknowledge that it is your responsibility to ensure payment in advance for all paid aspects of the Service (including, but not limited to, use of the Service by your Members and/or on each of your Accounts), and to ensure that your credit or debit cards or other payment instruments accepted by us and/or our processor, including Stripe, continue to be valid and sufficient for such purposes. Furthermore, if you are registered for the Service as an individual dentist or practice and have arranged for a third party such as your dental clinic, practice manager, dental service organization (“DSO”), or a parent entity to coordinate with us and pay for the Service on your behalf (such entities, the “Paying Agents”), you acknowledge and hereby agree that such Paying Agents are authorized to access the information and data contained in your Account. We may suspend or terminate your Accounts and your use and your Members' use of the Service in the event of any payment delinquency. You will not be entitled to any refund on termination or expiration of the Agreement or any refund for the partial use of the Service or credits at any time. In the event of any termination or expiration of the Agreement, you will remain liable for any charges incurred or unpaid amounts owed by you to us.

4.Payment and Billing Services

In order to use payment processing services and the billing services, you may have to agree to certain terms from our third-party payment processor, and your use of the Service will depend on you agreeing to such terms of our third-party payment processor, if any. You also acknowledge and agree that, while you are using the Service through an Account, we will bill you automatically for the applicable fees, on a monthly basis (or such other cadence agreed in your Separate Agreement, if any).

5.Recording and Transcriptions; User Data and User Data Responsibility

Recording and Transcription

You acknowledge and agree that you are solely responsible for your use of the Service in compliance with all applicable laws, including but not limited to communication recording laws, which generally require an announcement that a recording is being made and the purpose for the recording, at the beginning of the recording, and the opportunity for the other party to consent or to end the conversation. You will ensure that proper consent to record a Recording is obtained from the Patient (or, where applicable, the Patient's parent, guardian, or authorized representative) prior to making or uploading to the Service any such Recording. We recommend that you always secure consent before recording. You hereby represent and warrant that: (a) your use of the Services will comply with all laws in all applicable jurisdictions, including HIPAA where applicable; (b) you will provide all required notices, and obtain all required consents, that relate to your collection, disclosure, and use of the User Data (such as PII and PHI), including, without limitation, use of the User Data in any Recordings; and (c) the User Data and Mesio's use thereof, including, without limitation, any Recordings, as contemplated by this Agreement and the BAA will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, and will not require Mesio to compensate any persons as a result of the use thereof. You acknowledge and agree that you are solely responsible for the accuracy of any Transcription, the contents of any clinical note, and any periodontal or other chart. You acknowledge and agree that you will review each Transcription and each generated note or chart to ensure its accuracy and completeness before it is signed, exported, or otherwise relied upon in the course of providing dental care.

User Data License

In connection with User Data you upload or submit to, or which is created by, the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize us to use, retain, copy, and process the User Data in the Service and as contemplated by this Agreement (and, with respect to PHI, the BAA). You agree that by uploading or submitting any User Data to or through the Service, you hereby automatically at such time grant Mesio AI Inc. (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to (a) reproduce, distribute, transmit, modify, adapt, publish, translate, prepare derivative works of, perform, display, and otherwise use User Data, and (b) incorporate your User Data into any form, medium, or technology, now known or hereafter developed, throughout the world (including User Data that is created, collected, or generated by the Service or Mesio using the User Data you submit), in each case, for the purposes of providing the Service and as contemplated by this Agreement and, with respect to PHI, only as permitted by the BAA. You further agree that the license includes the right (i) to copy, analyze, and use any of your User Data as Mesio may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service, future improvements to the Service, and future products and/or services which may be developed by Mesio; and (ii) if you receive a discount on the subscription fees to use the Service through a group purchasing organization or DSO (“GPO”), to share User Data with the GPO from which you receive your discount at the level of the individual Account Owner and their Members related to each one's subscription fees and subscription duration. You further irrevocably waive, and shall cause any applicable Users to waive, any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding your User Data that you or they may have under any applicable law or under any legal theory. Notwithstanding the foregoing, PHI is processed only as expressly permitted by the BAA and applicable law, and we will not use PHI to train or improve the AI System except as may be permitted by the BAA.

Responsibility for User Data

You acknowledge that you are responsible for all information and User Data you and those who are under the Account (including, without limitation, Patients and Members) input into the Service. Mesio takes no responsibility and assumes no liability for any User Data that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Data that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service is solely your responsibility. In the event of termination of this Agreement, whether by your cancellation of this Agreement, your breach of this Agreement, or as otherwise provided in this Agreement, if you would like to retrieve your User Data contained within the Service, please make such a request by contacting support@mesio.ai prior to the Account termination date. It is your sole responsibility to timely make such a request before the Account termination date and to ensure the secure preservation of User Data (including PII and PHI) for your Patients pursuant to federal and state law, including HIPAA's record-retention requirements. Please note that if you are using the Service as a Member, you may not be able to access or retrieve User Data without the permission of the Account Owner.

Storage of User Data

You acknowledge and agree that Mesio may refuse to store, provide, or otherwise maintain your User Data for any or no reason, subject to our obligations under the BAA with respect to PHI. If User Data is stored on the Service with an expiration date, we may also delete the User Data as of that date. User Data that is deleted may be irretrievable. You agree that Mesio has no responsibility or liability for the deletion or failure to store any User Data or other communications maintained or transmitted through use of the Service, except as expressly provided in the BAA with respect to PHI.

Our Use of PII

Our Privacy Policy describes how we use and share your PII. By using the Service, you are consenting to have your PII transferred to and processed in the United States. We will not retain, use, or disclose the PII you provide to us except for the specific purpose of performing our obligations under these Terms of Use, the BAA (with respect to PHI), or for the limited purposes stated in our Privacy Policy, including providing and improving the Service or developing new products and/or services under these Terms of Use. It is your responsibility to comply with all applicable privacy and data protection laws with respect to PII and PHI that you disclose to us.

6.Restrictions While Using the Service

You agree that you will not, and will ensure that Users do not:

• Post, display, or transmit information or data or User Data, including the unauthorized use of any payment method, that violates any law, regulation, or rule, or the rights of any third party, including without limitation Intellectual Property Rights;
• Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other Users, or that may harvest or collect any data or personally identifiable information about other Users without their consent;
• Post or transmit any information or data or User Data that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable;
• Express or imply that we endorse any statement that you make or any product or service that you make available;
• Use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Mesio servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
• Attempt to gain unauthorized access to any other User's Account, password, or User Data, or allow more than one person to use an Account; or
• Use the Service to process PHI without a current, executed BAA in effect with Mesio AI Inc..

You agree that you and your Members and Users will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you, the appropriate Member, or Users are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Mesio all of the rights for Mesio to use such User Data to provide the Service as required by this Agreement.

7.Term and Termination

This Agreement is entered into as of the date you first access or use the Service (the “Effective Date”) and shall remain in full force and effect while you use the Service. Mesio may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in our sole determination, you violate any of the terms of this Agreement, including the following prohibited actions: (i) attempting to interfere with, damage, disable, or compromise the system integrity or security related to the Service or deciphering any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with an email address that is not rightfully yours or any of your Members; or (vii) processing PHI through the Service without a current BAA in effect. We may also terminate or suspend your use of the Service at our convenience upon 30 days' notice. Upon termination of this Agreement or your and your Members' Account, all licenses granted by us to use the Service, including, without limitation, the Software, will automatically terminate. You are responsible for requesting from Mesio the retrieval of all User Data as you require or is required by law by contacting support@mesio.ai prior to such termination date. Any provisions which by their inherent meanings are to survive any termination or expiration of this Agreement shall so survive. You will not be entitled to any refund on termination or expiration of the Agreement.

8.License Grant

We hereby grant you a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service in your country of residence for your internal business use (whether through the Website or by downloading and installing the Mesio App, including any updates and bug fixes) specifically as set forth in these Terms of Use and expressly conditioned upon you and your and your Members' Accounts remaining active, in good standing, and in full compliance with these Terms of Use. You agree that you will not and will not permit any third party to (i) allow any person or entity not authorized by us to use or access the Software or Service (by way of sharing of Accounts or otherwise), (ii) attempt to copy any ideas, features, functions, or graphics contained in the Service; (iii) use the Software in the operation of a service bureau, an application service provider, or for any other purpose intended to benefit a party other than you, (iv) alter, modify, reproduce, or create derivative works of the Software or Service, (v) sell, assign, sublicense, rent, lease, or otherwise transfer the Software, Service, or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software. Mesio reserves all rights not expressly granted herein in the Service and the Content (as defined below).

9.Proprietary Rights

Intellectual Property Rights

Mesio and its licensors retain all right, title, and interest, including all Intellectual Property Rights, in and to the Software, Service, and the Content.

Content

Except for your User Data, the Service and its materials, including, without limitation, Transcriptions, software, images, text, graphics, illustrations, logos, photographs, audio, videos, and music (the “Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Mesio AI Inc. and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the Content. Use of the Content, User Data, or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. You are solely responsible for verifying the accuracy, completeness, and applicability of all the Content and for your use of any of the Content. You will not, and will not permit any User or other third party to, alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any of the Content.

Ideas and Comments

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Mesio under any fiduciary or other obligation. We are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Mesio does not waive any rights to use similar or related ideas previously known to Mesio, or developed by its employees, or obtained from sources other than you.

Trademarks

“Mesio,” “Mesio App,” “Mesio Bridge,” and other Service graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks, or trade dress of Mesio AI Inc., a Delaware corporation, and/or its licensors and affiliates. The Company's trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Mesio. All other trademarks not owned by Mesio that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Mesio.

10.Third Party Materials

You may access or use third-party products, services, and other materials while accessing or using the Service (“Third Party Materials”).

Nothing in this Agreement will be considered a representation or warranty by us regarding any Third Party Materials. The availability of Third Party Materials does not imply our endorsement or affiliation with providers of Third Party Materials, nor does it create any legal relationship between you and the providers.

Your use of third party materials is at your own risk and is subject to additional terms or policies from the applicable providers.

Integrations With Third Party Services

The Services may include access to certain integrations with third-party software solutions, applications, or platforms, including, without limitation, dental practice management systems (such third-party solutions, applications, or platforms, “Third-Party Services,” the providers of the Third-Party Services, the “Third-Party Service Providers,” and the integrations therewith, the “Third-Party Integrations”). Such Third-Party Integrations are subject to the following terms:

Notwithstanding any provision of the Terms of Use to the contrary, (i) Mesio makes no representations or warranties with respect to the Third-Party Services, (ii) use of any Third-Party Services is at your own risk, and (iii) Mesio shall have no liability to you with respect to the Third-Party Services or any actions or claims by Third-Party Service Providers. You understand and acknowledge that access to the Third-Party Services is subject to the separate terms and conditions of Third-Party Service Providers, with which you agree to comply, and that access to the Third-Party Integrations may be suspended or terminated (temporarily or permanently), with or without notice, if such integrations cease to be supported by the applicable Third-Party Service Provider or for other reasons. Mesio shall have no liability to you based on the suspension or termination of access to the Third-Party Integrations.

A Third-Party Integration may enable Mesio to access data stored or made available by you to the Third-Party Service Provider as part of the Third-Party Services (“Customer Third-Party Services Data”). Customer Third-Party Services Data may include, without limitation, your personal data, PHI, and other sensitive information. A Third-Party Integration may also enable Mesio to provide your User Data to the Third-Party Services via the Third-Party Integrations. If you choose to access a Third-Party Integration, you acknowledge, agree, and authorize Mesio to: (i) integrate with and access the applicable Third-Party Services; (ii) use, retrieve, and store the Customer Third-Party Services Data in connection with the provision of the Service to you; and (iii) provide your User Data to the Third-Party Services in connection with the provision of the Service to you. You hereby grant to Mesio all rights, consents, and licenses in and to the Customer Third-Party Services Data (including permission to access and integrate with the applicable Third-Party Services on your and your Users' behalf) required for Mesio and its subcontractors to access, use, and store the Customer Third-Party Services Data and for Mesio to provide your User Data to the Third-Party Services, in each case in connection with the Services and as described in this Agreement. You represent and warrant that you have all permissions necessary to grant the rights, consents, and licenses set forth herein. The Customer Third-Party Services Data shall be deemed and be subject to the same rights and restrictions applicable to your User Data for all purposes under our Terms of Use and, where applicable, the BAA.

11.Indemnity

You agree to defend, indemnify, and hold harmless Mesio AI Inc. and its subsidiaries, agents, and other affiliated companies, and the members, managers, shareholders, investors, employees, contractors, agents, officers, directors, successors, and assigns of each from and against any and all claims, suits, demands, actions, damages, obligations, losses, liabilities, judgments, settlements, awards, interest, fines, penalties, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any Content therein and any data or User Data transmitted by you (including all Account Owners, Members, and other Users); (ii) any injury, property damage, illness, disability, medical costs and expenses, death, loss of services, or otherwise arising out of, relating to, or in connection with your engaging in any activity offered via the Service; (iii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above, or your breach of the BAA; (iv) your violation of any third-party right, including without limitation any right of privacy, publicity rights, or Intellectual Property Rights; (v) your violation of any law, rule, or regulation of the United States or any other country, including HIPAA; (vi) any proceeding from a taxing authority related to your activities on the Service; or (vii) any other party's access and use of the Service under your Account ID.

12.No Warranty

The Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, Mesio AI Inc., its affiliates, and its licensors do not warrant that the Content or the Service (including, without limitation, the Transcriptions, generated notes, or generated charts) are accurate, complete, reliable, or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted, or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any Content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk, and you will be solely responsible for any damage to your computer system or loss of data that results from such download.

The Service may contain links to third-party websites that are not owned or controlled by Mesio. Mesio has no control over, and assumes no responsibility for, the content, policies, or practices of any third-party websites. You expressly relieve Mesio from any and all liability arising from your use of any third-party website or services.

Mesio does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service, and Mesio will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.

13.Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Mesio AI Inc., its affiliates, and its and their respective officers, directors, employees, contractors, agents, suppliers, vendors, or licensors be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, or inability to use, this Service, the AI System, and any associated Content. Mesio is not responsible for the conduct, whether online or offline, of any Account Owner, Member, or other User of the Service. Under no circumstances will Mesio be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or your Account or the information contained therein.

To the maximum extent permitted by applicable law, Mesio assumes no liability or responsibility for any (i) errors, omissions, mistakes, or inaccuracies of Content and or any data (including, without limitation, Transcriptions, generated notes, or generated periodontal charts); (ii) personal injury or property damage, of any nature whatsoever, including death, resulting from your access to and use of the Service, including viewing, playing, or downloading any Content on or from the Service, or otherwise in connection with the Service; (iii) any unauthorized access to or use of our secure servers and/or any and all PII or PHI stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our Service by any third party; (vi) any errors or omissions in any Content or data or any loss or damage incurred as a result of the use of any Content or data posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Data or the defamatory, offensive, or illegal conduct of any third party.

In no event shall the total aggregate liability of Mesio AI Inc., its affiliates, and its and their respective officers, directors, employees, contractors, agents, suppliers, vendors, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs exceeding the amounts you paid to Mesio under this Agreement in the twelve months preceding the most recent event leading to the liability.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Mesio has been advised of the possibility of such liability. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

14.Disputes

You and Mesio agree that any dispute that has arisen or may arise between us relating in any way to your use of or access to the Service; any validity, interpretation, breach, enforcement, or termination of these Terms of Use; or otherwise relating to Mesio in any way (collectively, “Covered Dispute Matters”) will be resolved in accordance with the provisions set forth in this Section 14.

Pre-Arbitration Informal Resolution

You and Mesio agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. You and Mesio therefore agree that, before either demands arbitration against the other, you and Mesio will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any Covered Dispute Matter. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Mesio that you intend to initiate an informal dispute resolution conference, send such notice to: legal@mesio.ai. The notice must be sent by email and include the same level of detail as is required by the Rules (defined below) for a demand for arbitration, as well as your full name, address (including street address, city, state, zip code, and country), email address (the one associated with your Account, if any), and primary telephone number. If you and Mesio are unable to resolve the Covered Dispute Matter within 60 days of when the notice is received, then the claimant may file a demand for arbitration. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this Section.

Applicable Law

You and we agree that these Terms of Use and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act applies to these Terms of Use and governs the interpretation and enforcement of the arbitration rules and arbitration proceedings agreed to by you and us hereunder.

Arbitration

Any and all Covered Dispute Matters must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its rules then in effect (“Rules”). In order to initiate arbitration following the conclusion of the informal dispute resolution process required above, a party must provide the other party with a written demand for arbitration and file the demand with the AAA. If you initiate arbitration against Mesio, you must send the written demand for arbitration to Mesio AI Inc., 2120 University Ave Suite 236, Berkeley, CA 94704, via nationally recognized overnight carrier. Additionally, if you initiate arbitration against Mesio, you must send an electronic version of the demand for arbitration to the AAA, and you must send an electronic version of the as-filed demand to us at legal@mesio.ai. By signing the demand for arbitration, a party's counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a non-frivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party's violation of this requirement. You and we agree the arbitration will be conducted by a single arbitrator and that the arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. You and we agree that the arbitrator, and not any federal, international, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms of Use, including any claim that all or any part of this arbitration agreement is void or voidable or a particular claim is subject to arbitration. The arbitrator will apply the governing law set forth in these Terms of Use to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms of Use or grant any relief not permitted herein or beyond the relief permitted herein. For matters where the relief sought is over $5,000 USD, the arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitration shall take place in Alameda County, California, U.S.A.; however, desk, phone, or video conference proceedings may be utilized where appropriate and permitted to mitigate costs of travel. Payment of all filing, administration, arbitrator fees, and other costs of arbitration will be governed by the Rules, unless otherwise stated in this agreement to arbitrate. You and we agree that the arbitrator's award shall be final and binding, and judgment on the arbitrator's award may be entered in any court of competent jurisdiction. The AAA's Mass Arbitration Supplementary Rules (the “Supplement”) shall apply to any Mass Arbitration filed against Mesio. The term “Mass Arbitration” means 25 or more similar demands for arbitration filed against Mesio by individual claimants represented by either the same law firm or law firms acting in coordination. Within 60 days of the filing of a demand for arbitration that is part of a Mass Arbitration, the parties will initiate a global mediation of the Mass Arbitration. The mediator will be appointed by AAA unless the parties can agree on a mediator. The mediation shall take place concurrently with the arbitrations and shall not act as a stay of the arbitration proceedings, unless agreed to by the parties. The fees charged by the mediator and any administrative fees charged by AAA associated with the mediation will be paid by Mesio.

Injunctive and Declaratory Relief

Except as provided below, the arbitrator shall determine all issues of liability on the merits of any claim asserted by you or us and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we have sought public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction, and not in arbitration, after the party seeking public injunctive relief has first prevailed in arbitration. The parties agree that the litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Exceptions to Arbitration

There are only two exceptions to this agreement to arbitrate: (a) first, if either party reasonably believes that the other party has in any manner violated or threatened to infringe the Intellectual Property Rights of the other party, the party whose Intellectual Property Rights have been violated may seek injunctive or other appropriate interim relief in any court of competent jurisdiction; and (b) second, each party will retain the right to seek relief in a small claims court for disputes or claims within the scope of the jurisdiction of such courts.

Future Amendments to the Agreement to Arbitrate

Notwithstanding any provision in these Terms of Use to the contrary, you and we agree that if we make any amendment to the arbitration clause in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against Mesio prior to the effective date of the amendment. However, the amendment shall apply to all other Covered Dispute Matters governed by the arbitration clause that have arisen or may arise between you and Mesio. If you do not agree to the amended terms of the arbitration clause, you must notify us in writing at legal@mesio.ai within 30 days of our posting to the Service, or notification to you, of the amendment(s) to the arbitration clause, and you must immediately cease accessing and using the Service, in which case you will not be bound by such amendment(s); provided, however, that if you continue to access or use the Service despite sending us such a notice, that notice shall be deemed rescinded, and you shall be deemed to have agreed to such amendment(s).

Judicial Forum for Legal Disputes

Unless you and we agree otherwise and except for claims in small claims court, in the event that the agreement to arbitrate above is found not to apply to you or to a particular Covered Dispute Matter, either as a result of your decision to opt out of the agreement to arbitrate, or as a result of a decision by the arbitrator or a court order, you agree (except as otherwise provided by law) that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court presiding over Alameda County, California. You and we agree to submit to the exclusive personal jurisdiction and venue of the courts presiding over Alameda County, California for the purpose of litigating all such claims or disputes.

You May Opt Out of Arbitration

If you are a new user, you can choose to reject the agreement to arbitrate (“opt-out”) by emailing us an opt-out notice to legal@mesio.ai (“opt-out notice”). The opt-out notice must be received no later than 30 days after the date you accept the terms of this Agreement for the first time.

In order to opt out, you must email your full name, address (including street address, city, state, zip code, and country), email address (the one associated with your Account, if any), primary telephone number, and an unaltered digital image of your valid driver's license or other national, state, or provincial identification card to legal@mesio.ai. This procedure is the only way you can opt out of the arbitration clause. If you opt out of the agreement to arbitrate, all other parts of the arbitration clause and the remainder of these Terms of Use continue to apply to you. Opting out of the arbitration clause has no effect on any previous, other, or future arbitration agreements that you may have with us.

You Waive Certain Rights

By agreeing to this arbitration clause, you hereby irrevocably waive any right you may have (a) to a court trial (other than small claims court as provided above), (b) to serve as a class representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration (except as otherwise set forth herein), or other proceeding filed against us and/or related third parties, even if arbitration is not required under this Agreement, and (c) to a trial by jury.

Statute of Limitations for Your Claims

Regardless of any statute or law to the contrary, any and all claims or causes of action arising out of or related to these Terms of Use or your use of the Service must be filed within one year after such claim or cause of action arises or it will be forever barred.

15.Availability and Use Outside of the United States

The Service is controlled, offered, and operated from facilities in the United States. Mesio makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local laws, including but not limited to export and import regulations. Notwithstanding the foregoing, Mesio AI Inc. retains all rights, including all Intellectual Property Rights, to the Service and the Content therein, throughout the world.

16.Notification Procedures

Mesio may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard-copy notice, or through conspicuous posting of such notice on our Website or the Mesio App, as determined by Mesio in our sole discretion. Mesio reserves the right to determine the form and means of providing notifications to our Users.

17.Export Controls

You are responsible for complying with United States export controls and for any applicable violations, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction or that has been designated by the U.S. government as a “terrorist supporting” country or (b) on any of the U.S. government lists of restricted end users.

18.General

Entire Agreement

This Agreement, together with any other legal notices and agreements published by Mesio via the Service (including the BAA, where applicable), shall constitute the entire agreement between you and Mesio concerning the Service.

No Waiver

The Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision, and no waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Headings

The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Mesio without restriction.

Severability

If any provision of this Agreement is unlawful, void, or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Communications

If you give us permission to contact you, we or our agents (both human and bot) may call or email you at the telephone number and/or email address that you provide to us or chat with you in a pop-up message thread on the Service. You further agree that we may, for training purposes or to evaluate the quality of our customer service, (1) listen to and record phone conversations you have with us or our agents regarding customer service issues, and (2) maintain copies of the chats you have with our human and bot agents in pop-up message threads on the Service.

Mobile App Store Providers

The following terms apply if and when you download a Mesio mobile application from a third-party store or library provider (each, a “Mobile App Store Provider”), including the Apple App Store or the Google Play Store:

• You acknowledge that this Agreement is entered into between you and Mesio and that no Mobile App Store Provider is a party to this Agreement other than as third-party beneficiary as contemplated below.
• You are granted a non-transferable license to use the Mesio App on a device branded by the Mobile App Store Provider, which is owned or controlled by you and only as otherwise permitted in any usage rules set forth by the Mobile App Store Provider (and no provision of this Agreement shall be deemed to be in conflict with any such usage rules). However, the Mesio App may also be accessed and used on other devices if accessed and used via a family sharing plan or volume purchasing program.
• You acknowledge that Mesio, and no Mobile App Store Provider, is responsible for providing the Service.
• You acknowledge that Mesio, and no Mobile App Store Provider, has the obligation to furnish all maintenance and support services to you with respect to the Service.
• To the maximum extent not prohibited by applicable law, no Mobile App Store Provider will have any warranty obligation whatsoever with respect to the Service except that, if we breach any warranty (if any) that we have made to you regarding the Service, the Mobile App Store Provider may refund to you certain fees that it has collected (if any) related to your download or use of the Mesio App. All other claims, losses, liabilities, damages, costs, or expenses attributable to the Mesio App's failure to conform to any warranty that we have made to you (if any) will be our sole responsibility.
• Subject to the terms and conditions of this Agreement, including any limitations of liability, you acknowledge that, solely as between any Mobile App Store Provider and Mesio, Mesio is responsible for addressing any claims you or any third party may have relating to the Service, or your possession and/or use thereof, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
• Further, subject to the terms and conditions of this Agreement, including any limitations of liability, you agree that in the event of a third-party claim that the Service, or your possession and use of the Service, infringes on a third-party's Intellectual Property Rights, we, and no Mobile App Store Provider, shall be solely responsible for the investigation, defense, settlement, and discharge of any such Intellectual Property Rights infringement claim.
• Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you.

Contact

If you have any questions regarding this Agreement, please contact us at support@mesio.ai. You may also contact us by writing to Mesio AI Inc., 2120 University Ave Suite 236, Berkeley, CA 94704 or by calling us at +1 (510) 224-3507.

For arbitration notices and other legal matters: legal@mesio.ai.