Terms of Service

1. Definitions

• Service — the DenPro cloud-based dental practice management software platform, including all related tools, features, and services, provided as a software-as-a-service (SaaS) solution.
• User — any legal person or natural person acting in the capacity of a business entity (entrepreneur, self-employed professional, dental practice) who registers for the Service, creates an Account, or uses the Service. The Service is not intended for consumers.
• Account — a personal user account created during registration, enabling access to the Service.
• Subscription — a paid license granting the User access to the Service for a defined period, as described in the applicable pricing plan.
• User Data — all data entered, uploaded, or generated by the User within the Service, including patient records, appointments, and billing information.
• Patient Data — personal data of patients entered into the Service by the User, including health-related data. The User acts as the data controller for all Patient Data.
• Terms — these Terms of Service, including all amendments and updates made in accordance with Section 14.
• Privacy Policy — the separate document governing the collection, use, and protection of personal data, which forms an integral part of the contractual relationship.
• Provider — Elite Digital Services, LLC, the company that operates, maintains, and licenses the Service. Full contact details are listed in Section 17.

2. Subject of the Agreement

The subject of this agreement is the provision of the DenPro cloud-based dental practice management software as a service (SaaS). DenPro provides dental clinics and practitioners with tools for:

• Appointment scheduling and calendar management
• Electronic patient records management
• Digital dental charting (FDI notation)
• Billing and invoicing tools
• SMS appointment reminders
• Analytics and reporting

2.1 Nature of the Platform

DenPro is a software platform that provides tools for dental practice management. The Provider does not provide medical, dental, or healthcare services. The User is solely responsible for all clinical decisions, patient care, and compliance with applicable healthcare regulations.

2.2 Scope and Classification of the Service

DenPro is a practice management tool. It is not classified as a certified health information system, electronic health record (EHR) system, or medical device under any applicable legislation. Unless explicitly agreed otherwise in a separate written agreement, DenPro does not connect to or exchange data with national or international health record systems, electronic health registries, government databases, or other officially recognized health information infrastructure.

Data entered into the Service is stored within the DenPro platform and is not automatically transmitted to or synchronized with any external certified system or national database. If the User requires data to be part of an official health record, the User is responsible for entering such data into the appropriate certified system in accordance with applicable laws.

2.3 Purpose of Information

Information managed within DenPro — including patient records, dental charts, treatment plans, appointment summaries, analytics, and reports — is intended to support the User's internal practice management. It does not replace professional medical or dental judgment and should not be treated as an official health record.

All clinical decisions, including those related to diagnoses, treatment, and prescriptions, remain the responsibility of the User as a licensed healthcare professional.

2.4 Liability for Clinical Decisions

The Provider is not liable for clinical or health-related decisions made by the User or any third party based on data managed within the Service. The Service is designed as a practice management tool and does not function as a clinical decision support system.

2.5 Official Health Records

Unless specific functionality for generating official documents is explicitly provided and documented within the Service, the Service is not intended for issuing or substituting official health documents or records recognized by health authorities.

2.6 Third-Party System Integration

Unless explicitly documented as a feature of the Service or agreed in a separate written agreement, the Service does not integrate with third-party systems, health information networks, insurance systems, or other external platforms. The User should refer to the Service documentation for details on available integrations.

2.8 B2B Service Only

The Service is provided exclusively on a business-to-business (B2B) basis. The User represents and warrants that they are a business entity (legal person, entrepreneur, self-employed professional, or dental practice) and are not acting as a consumer. Consumer protection regulations do not apply to these Terms.

2.9 Cloud Infrastructure

The Service is delivered centrally via the internet using third-party cloud infrastructure. The Provider does not own or operate any data centers, server hardware, or physical infrastructure in any jurisdiction. All infrastructure is leased from independent third-party cloud service providers.

3. Formation of Agreement and Registration

3.1 Formation of Contract

All agreements between the Provider and the User are formed exclusively through the automated registration process on the DenPro platform. No representative, employee, contractor, or partner of the Provider has the authority to enter into, modify, or terminate agreements on behalf of the Provider outside of the platform. Any promises or commitments made outside of the platform and these Terms are not binding on the Provider.

3.2 Registration

To use the Service, you must register and create an Account. Registration is completed by providing accurate and complete information in the registration form.

3.3 Registration Requirements

To register for the Service, you must:

• Be a business entity, entrepreneur, or self-employed professional operating a dental practice or related healthcare business
• Be at least 18 years old
• Provide accurate and complete registration information, including your business identification number (company ID, tax ID, or equivalent)
• Maintain the security of your account credentials
• Notify us immediately of any unauthorized use

3.4 Account Security

You are responsible for all activities that occur under your Account. You must not share your login credentials with unauthorized persons. In the event of any suspected unauthorized access, you must notify the Provider immediately.

3.5 Accuracy of Information

You warrant that all information provided during registration and use of the Service is accurate, current, and complete. The Provider may suspend or terminate Accounts containing inaccurate or fraudulent information.

3.6 User Representations and Warranties

By registering for and using the Service, the User represents and warrants that:

• The User is duly organized, validly existing, and authorized to enter into this agreement under the laws of its jurisdiction
• The person accepting these Terms has the authority to bind the User to these Terms
• The User holds all necessary licenses, permits, and registrations required to operate a dental practice or related healthcare business in its jurisdiction
• The User will use the Service in compliance with all applicable laws, regulations, and professional standards, including healthcare regulations and data protection laws
• The User has obtained or will obtain all necessary consents from patients and staff for the processing of their personal data through the Service

3.7 Authorized Users

The User may permit its employees, contractors, or agents ('Authorized Users') to access and use the Service under the User's Account, provided that:

• Each Authorized User is assigned individual login credentials and does not share them with others
• The User is responsible for all actions taken by its Authorized Users within the Service
• The User ensures that all Authorized Users comply with these Terms
• The User promptly revokes access for any Authorized User who is no longer employed by or associated with the User

The number of Authorized Users may be limited based on the User's Subscription plan.

4. License and Intellectual Property

4.1 License Grant

Subject to these Terms and payment of applicable fees, the Provider grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal dental practice management purposes.

4.2 Intellectual Property

The Service, including its design, source code, features, content, trademarks, and documentation (excluding User Data), is the exclusive property of Elite Digital Services, LLC and is protected by applicable intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works without prior written permission from the Provider.

4.3 Feedback and Suggestions

If you provide the Provider with any feedback, suggestions, ideas, or proposals regarding the Service (collectively, 'Feedback'), you grant the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you. Feedback does not constitute confidential information of the User.

4.4 Restrictions

Except as expressly permitted under these Terms, the User shall not:

• Sublicense, sell, resell, lease, or otherwise make the Service available to any third party
• Use the Service to build a competing product or service
• Benchmark, frame, or mirror the Service without written consent
• Access the Service through automated means (bots, scrapers, crawlers) except through officially provided APIs
• Exceed any usage limits, rate limits, or storage quotas applicable to the User's Subscription plan

5. Pricing and Payments

5.1 Free Trial

The Provider may offer a 30-day free trial period as a promotional offer. The free trial is provided at the sole discretion of the Provider, creates no contractual obligation beyond these Terms, and may be modified or discontinued at any time. During the trial, you have access to all features of the Service. No payment information is required during the trial.

5.2 Subscription Plans

After the trial period, continued access to the Service requires a paid Subscription. Current pricing is displayed on the DenPro website.

5.3 Billing

• Subscriptions are billed monthly or annually in advance
• Payment is due at the beginning of each billing cycle
• All fees are exclusive of applicable taxes
• The User is responsible for any applicable VAT, sales tax, or other taxes in their jurisdiction
• Users established in the European Union are required to provide a valid VAT identification number during registration. Where applicable under the EU VAT Directive, invoices may include the reverse charge notation. The User is responsible for determining and fulfilling their VAT obligations in their jurisdiction.

5.4 Billing Entity and Merchant of Record

All billing and invoicing is handled exclusively by the Provider — Elite Digital Services, LLC, which acts as the sole merchant of record for all transactions. No other entity is authorized to issue invoices, collect payments, or process refunds on behalf of the Provider.

5.5 Price Changes

The Provider reserves the right to modify Subscription pricing. Any price changes will be communicated to the User at least 30 days before they take effect. Price changes will apply to the next billing cycle following the notice period. If the User does not agree with the new pricing, the User may cancel the Subscription before the new pricing takes effect.

5.6 Cancellation and Refunds

You may cancel your Subscription at any time. Upon cancellation:

• You retain access until the end of your current billing period
• No refunds are provided for partial billing periods
• You can export your data before account closure

In the event of a material breach of these Terms by the Provider that is not remedied within fourteen (14) days of written notice from the User, the User is entitled to a pro-rata refund for the unused portion of the current billing period.

5.7 Suspension for Non-Payment

If payment is not received by the due date, the Provider may suspend access to the Service after providing reasonable notice (typically 7 days). During suspension, the User's data will be retained but access to the Service will be restricted. If payment is not received within 30 days of the due date, the Provider may terminate the Account in accordance with Section 13.

6. Rights and Obligations of the User

The User agrees to:

• Use the Service only for lawful purposes related to dental practice management
• Comply with all applicable laws, regulations, and professional standards
• Ensure all data entered into the Service is accurate and up to date
• Maintain appropriate backups of critical data
• Not share account credentials with unauthorized persons

The User agrees NOT to:

• Use the Service for any unlawful purpose
• Attempt to gain unauthorized access to other accounts or systems
• Transmit viruses, malware, or other harmful code
• Interfere with the proper functioning of the Service
• Reverse engineer, decompile, or disassemble the software
• Use the Service to store data unrelated to dental practice management

7. Rights and Obligations of the Provider

The Provider represents, warrants, and undertakes to:

• Provide the Service in accordance with these Terms
• Maintain reasonable security measures to protect User Data in accordance with industry standards
• Provide technical support during business hours
• Notify Users of planned maintenance in advance
• Process personal data in accordance with the Privacy Policy and applicable data protection laws
• Ensure that it has all necessary rights, licenses, and authorizations to provide the Service and to grant the User the rights described in these Terms
• Use commercially reasonable efforts to ensure that the Service does not infringe any intellectual property rights of any third party

The Provider does not guarantee that the Service will be error-free, uninterrupted, or suitable for any particular clinical or regulatory requirement. The Service is provided as a general-purpose dental practice management tool.

Technical support staff provide assistance with the use of the Service only. Support personnel do not have the authority to enter into agreements, modify pricing or contractual terms, or make binding commitments on behalf of the Provider.

8. Service Availability and Support

8.1 Uptime Commitment

The Provider strives to maintain 99.9% uptime for the Service, measured on a monthly basis. Uptime is calculated as the total number of minutes in the calendar month minus the number of minutes of Downtime, divided by the total number of minutes in the calendar month.

8.2 Exclusions

The following are excluded from Downtime calculations:

• Scheduled maintenance windows, announced at least 24 hours in advance
• Emergency maintenance or security patches necessary to address vulnerabilities
• Downtime caused by factors outside the Provider's reasonable control, including force majeure events, internet connectivity issues, DNS failures, or third-party service outages
• Downtime resulting from the User's actions, equipment, or software

8.3 Maintenance Windows

Scheduled maintenance is typically performed during off-peak hours to minimize disruption. The Provider will notify Users of planned maintenance via email or in-app notification at least 24 hours in advance. Emergency maintenance may be performed without advance notice when necessary to protect the security or integrity of the Service.

8.4 Technical Support

The Provider offers technical support via email during business hours. Response times and support levels may vary based on the User's Subscription plan. Support is limited to assistance with the use of the Service and does not include clinical, legal, or regulatory advice.

8.5 Limitation

The Provider shall not be liable for any damages resulting from temporary unavailability of the Service. The uptime commitment is a target, not a guarantee, and does not give rise to any right to compensation or service credits unless expressly agreed in a separate written agreement.

9. Liability and Limitation of Liability

9.1 Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided 'as is' and 'as available' without warranties of any kind, either express or implied. The Provider expressly disclaims all implied warranties, including but not limited to:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Non-infringement of third-party rights
• Accuracy, reliability, or completeness of any data or content within the Service
• Uninterrupted, timely, secure, or error-free operation

The Provider does not warrant that the Service will meet the User's specific requirements, that defects will be corrected, or that the Service is free of viruses or other harmful components. The User assumes full responsibility for selecting the Service to achieve the User's intended results.

9.2 Exclusion of Damages

The Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Loss of goodwill or reputation
• Cost of procurement of substitute services
• Any damages arising from interruption of business

This exclusion applies regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if the Provider has been advised of the possibility of such damages.

9.3 Maximum Liability

The Provider's total aggregate liability arising from or related to these Terms shall not exceed the total fees paid by the User during the 12 months immediately preceding the event giving rise to the claim.

9.4 Clinical Disclaimer

The Provider is not responsible for clinical decisions made by the User based on data managed within the Service. The User retains full responsibility for all clinical outcomes, patient care, and compliance with applicable healthcare regulations.

The Service is a practice management tool and does not provide medical advice, diagnoses, or treatment recommendations.

10. Your Data

10.1 Ownership

You retain all ownership rights to the data you enter into the Service. The Provider does not claim any ownership over your patient records, appointment data, or other information you create.

10.2 Data Controller

The User acts as the data controller for all personal data of its patients and staff entered into the Service. The User may configure data retention settings within the platform. DenPro processes and deletes data strictly according to the instructions of the User. The User remains solely responsible for compliance with all applicable legal, healthcare, tax, and accounting data retention obligations.

10.3 Data Processing

By using the Service, you grant the Provider a license to process your data solely for the purpose of providing the Service. The Provider acts as a data processor on behalf of the User. See our Privacy Policy for details on how we handle your data.

10.4 Data Processing Agreement

The Provider processes personal data on behalf of the User in accordance with applicable data protection laws. The terms of data processing, including the subject matter, duration, nature, and purpose of processing, are defined in these Terms and the Privacy Policy. The Provider shall:

• Process personal data only on documented instructions from the User
• Ensure that persons authorized to process data have committed themselves to confidentiality
• Implement appropriate technical and organizational security measures
• Assist the User in fulfilling their obligations under applicable data protection laws
• Notify the User without undue delay and no later than seventy-two (72) hours after becoming aware of a personal data breach, including a description of the nature of the breach, the categories and approximate number of records affected, and the measures taken or proposed to address the breach
• At the choice of the User, delete or return all personal data after the end of the provision of services, and delete existing copies unless applicable law requires storage
• Make available to the User all information necessary to demonstrate compliance with data protection obligations and allow for and contribute to audits, including inspections, conducted by the User or another auditor mandated by the User

10.5 Sub-processors

The Provider engages independent third-party sub-processors to assist in providing the Service (such as cloud hosting providers, payment processors, and email service providers). The User grants general authorization for the engagement of sub-processors. The Provider shall inform the User of any intended changes concerning the addition or replacement of sub-processors, giving the User the opportunity to object to such changes. A current list of sub-processor categories is available upon request.

10.6 International Data Transfers

User data is stored on third-party cloud infrastructure. Where personal data is transferred across borders, the Provider ensures appropriate safeguards are in place in accordance with applicable data protection laws.

10.7 Data Export

You may export your data at any time using the tools provided in the application.

10.8 Data Retention

Upon termination of your Account, the Provider will retain your data for a period of ninety (90) days, during which you may request a data export. The Provider will send a reminder to the User's registered email address at least fourteen (14) days before the end of this retention period. After the retention period, your data will be permanently deleted.

11. Confidential Information

11.1 Definition

'Confidential Information' means any non-public information disclosed by either party to the other in connection with the Service, whether in written, oral, electronic, or other form, including but not limited to patient data, business plans, financial information, technical specifications, and trade secrets.

11.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care
• Not disclose Confidential Information to any third party except as expressly permitted under these Terms or with the prior written consent of the disclosing party
• Use Confidential Information only for the purposes of performing obligations or exercising rights under these Terms
• Limit access to Confidential Information to those employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms

11.3 Exceptions

The confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was known to the receiving party before disclosure by the disclosing party
• Is independently developed by the receiving party without reference to the disclosing party's Confidential Information
• Is received from a third party who is not under a confidentiality obligation with respect to the information
• Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt notice and reasonable assistance to contest or limit the disclosure

11.4 Duration

The confidentiality obligations under this section shall survive termination of these Terms for a period of three (3) years, except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

12. Indemnification

12.1 Indemnification by User

You agree to indemnify and hold the Provider harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights
• Any data you enter, upload, or transmit through the Service

12.2 Indemnification by Provider

The Provider shall indemnify and hold the User harmless from any claims, damages, losses, or expenses (including reasonable legal fees) arising from any third-party claim that the Service, as provided by the Provider and used in accordance with these Terms, infringes any intellectual property right of a third party. This obligation does not apply to claims arising from:

• Use of the Service in combination with third-party products, services, or data not provided by the Provider
• Modifications to the Service made by any party other than the Provider
• Use of the Service other than in accordance with these Terms and the applicable documentation
• User Data or content provided by the User

If the Service becomes, or in the Provider's reasonable opinion is likely to become, the subject of an infringement claim, the Provider shall, at its own expense, either (a) procure the right for the User to continue using the Service, (b) modify the Service to make it non-infringing while maintaining substantially equivalent functionality, or (c) replace the Service with a non-infringing alternative. If none of these options are commercially reasonable, the Provider may terminate the affected portion of the Service and refund any prepaid fees for the unused portion of the Subscription period.

12.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall have sole control over the defense and settlement of the claim, provided that no settlement may impose any obligation on the indemnified party without its prior written consent.

13. Duration and Termination

13.1 Duration

This Agreement is effective from the date of Account registration and remains in effect until terminated by either party.

13.2 Termination by User

You may terminate this Agreement at any time by cancelling your Subscription and closing your Account.

13.3 Termination by Provider

If the User breaches any provision of these Terms, the Provider shall provide written notice specifying the nature of the breach and grant the User fourteen (14) days to remedy the breach. If the breach is not remedied within this period, the Provider may suspend or terminate the User's Account.

The Provider may suspend or terminate the User's Account immediately and without a cure period in cases of:

• Fraudulent or illegal activity
• Activity that poses a security threat to the Service, its infrastructure, or other Users
• Non-payment of Subscription fees after the grace period described in Section 5.7

13.4 Effect of Termination

Upon termination, your right to use the Service ceases immediately. You may request data export before account deletion. Provisions that by their nature should survive termination (including intellectual property, limitation of liability, and indemnification) shall survive.

14. Changes to Terms

The Provider may modify these Terms from time to time. Significant changes will be communicated via email and through the application at least thirty (30) days before they take effect. The notification will clearly describe the nature of the changes.

If the User does not agree with the modified Terms, the User may terminate the Subscription before the changes take effect and receive a pro-rata refund for the unused portion of any prepaid Subscription period. Continued use of the Service after the effective date of changes constitutes acceptance of the modified Terms.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms of Service are governed by the laws of the Republic of Ireland.

In the event that the applicable jurisdiction cannot be determined, these Terms shall be governed by the laws of the country in which the User has its registered office or principal place of business.

15.2 Dispute Resolution

Any disputes arising from or in connection with these Terms shall be resolved in the competent courts of the applicable jurisdiction.

16. Final Provisions

16.1 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

16.2 Waiver

The Provider's failure to enforce any right or provision of these Terms shall not be considered a waiver of such right or provision. Any waiver of any provision of these Terms shall be effective only if made in writing and signed by the Provider.

16.3 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, power failures, internet disruptions, pandemics, or acts of third parties.

16.4 Entire Agreement

These Terms, together with the Privacy Policy and Cookie Policy, constitute the entire agreement between you and the Provider regarding the use of the Service. These Terms supersede any prior agreements, representations, or understandings, whether written or oral, relating to the subject matter hereof.

16.5 Assignment

The User may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Provider. The Provider may assign its rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the successor entity assumes all obligations under these Terms.

16.6 Notices

All notices under these Terms shall be sent via email to the address associated with the User's Account or to the Provider's support email. Notices are deemed received upon successful delivery.

16.7 Headings

The headings used in these Terms are for convenience of reference only and shall not affect the interpretation of any provision.

16.8 B2B Agreement

These Terms constitute a business-to-business agreement. The User acknowledges that they are entering into this agreement as a business entity and not as a consumer. Provisions of consumer protection laws do not apply to these Terms.

16.9 Language

These Terms are drafted in English. Translations are provided for convenience. In the event of any discrepancy between the English version and a translated version, the English version shall prevail.

16.10 Good Faith

Both parties agree to perform their obligations under these Terms in good faith and to cooperate with each other to the extent reasonably necessary to achieve the purposes of this agreement.

16.11 Electronic Communications

By using the Service, you consent to receiving communications from the Provider electronically, including via email and in-app notifications. You agree that all notices, agreements, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

16.12 Third-Party Beneficiaries

These Terms are entered into solely between the Provider and the User. No third party shall have any right to enforce any provision of these Terms. Nothing in these Terms is intended to confer any rights or remedies on any person or entity other than the parties to these Terms.

16.13 Compliance with Laws

Each party shall comply with all applicable laws, regulations, and governmental orders in connection with its performance under these Terms, including but not limited to anti-corruption laws, export control regulations, sanctions, and data protection laws. The User is solely responsible for ensuring that its use of the Service complies with all laws and professional regulations applicable to the User's dental practice in its jurisdiction.

16.14 Cumulative Remedies

The rights and remedies provided in these Terms are cumulative and are not exclusive of any other rights or remedies available at law, in equity, or otherwise.

16.15 No Agency

Nothing in these Terms shall be construed as creating a partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the Provider and the User. Neither party has the authority to bind the other or to incur obligations on behalf of the other. Each party acts as an independent entity and is solely responsible for its own employees, agents, and contractors.

17. Contracting Party Information

The Service is operated by:

Elite Digital Services, LLC, 1111B S Governors Ave, STE 21653, Dover, DE 19904, US (EIN EIN 38-4327890)
Email: [email protected]