Terms of Service

Version 2.0.0 — Effective 2026-10-17

Do not email patient information (names, dates of birth, clinical details or images) to any Dental Refer address. Send patient information only through Dental Refer itself, after signing in.

Last updated: October 17, 2026

These Terms of Service ("Terms") are a binding contract between Dentist Owners LLC, an Oregon limited liability company, doing business as Dental Refer ("Dental Refer," "we," "us" or "our"), and the dental practice or other organization that registers for or uses the Dental Refer service ("Customer," "you" or "your").

PLEASE READ SECTION 22 CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND IT WAIVES CLASS ACTIONS AND JURY TRIALS. SECTIONS 19 AND 20 DISCLAIM WARRANTIES AND LIMIT LIABILITY, AND SECTION 21 REQUIRES YOU TO DEFEND US AGAINST CERTAIN CLAIMS.

1. Acceptance of These Terms

1.1 How you accept. You accept these Terms in any of these ways: (a) when the person who registers your organization, who becomes its first Owner, checks the acceptance box during registration; (b) when an Owner or Administrator, acting for you, clicks "I accept" or a similar button in the Service; or (c) when you or your Users use the Service. Only the person who registers your organization, or an Owner or Administrator, can accept these Terms for you by checking a box or clicking a button. When any other User does so, that User accepts only the obligations that section 1.3 places on Users personally. Section 25 explains when a new version of these Terms takes effect for you. If you do not accept these Terms, do not use the Service.

1.2 Authority. Each person who accepts these Terms confirms that they are at least 18 years old. The person who registers your organization, and any Owner or Administrator who accepts these Terms for you, also confirms that they are authorized to do so. If your account includes more than one practice location or affiliated legal entity, the person who accepts these Terms for you represents that they are authorized to accept them for each of them. Each of them is bound as Customer and is jointly and severally responsible for the Customer's obligations under these Terms. If a person accepts these Terms for an organization without authority to do so, that person is responsible for any loss that results from the lack of authority, and is otherwise bound only as section 1.3 provides.

1.3 Users act for their practice. Each User uses the Service for you and under your account. You are responsible for everything your Users do or fail to do in the Service, as if you had done it yourself. Each User also agrees, personally, to follow sections 6 (Accounts and Security), 7 (Acceptable Use) and 14 (Confidentiality).

1.4 Who may use the Service. The Service is for professional use by dental practices and related organizations located in the United States, such as general and specialty dental practices and dental support organizations, and by their workforce. It is not offered to consumers. Patients may use only the limited features that a practice makes available to them, as section 3.4 describes.

1.5 Review and activation. We review each organization before we activate its account. We may verify your identity, licenses, National Provider Identifier (NPI) numbers and other information, including against public sources such as the federal NPPES NPI Registry. We may decline, delay or limit activation for any lawful reason.

1.6 Related documents. Your agreement with us also includes the Business Associate Agreement described in section 8, our Privacy Policy at dentalrefer.com/privacy, our list of subprocessors at dentalrefer.com/subprocessors and our pricing page at dentalrefer.com/pricing. Section 7 of these Terms is also published as our Acceptable Use Policy at dentalrefer.com/aup.

1.7 Visitors. Anyone who visits our public website, provider directory or a patient-facing page without an account may use them only as section 7 allows. Sections 4, 5, 19 and 20 also apply to that use, to the fullest extent the law allows.

2. Definitions

2.1 "Administrator" and "Owner" mean a User who has the administrator role or the owner role in your account.

2.2 "BAA" means the Business Associate Agreement described in section 8.2.

2.3 "Breach" and "Security Incident" have the meanings that HIPAA gives them.

2.4 "Customer Data" means all information and content that you or your Users submit to the Service, and all information that the Service receives for you from other practices, patients or third parties. It includes referrals, messages, voice messages, documents, images, reports and faxes, and it includes PHI. It does not include Usage Data.

2.5 "Dental Refer Parties" means Dentist Owners LLC, its affiliates, and their owners, members, managers, officers, employees, contractors and agents.

2.6 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act, and their regulations at 45 CFR Parts 160 and 164, as amended.

2.7 "PHI" means protected health information, as HIPAA defines it, that we create, receive, maintain or transmit for you through the Service.

2.8 "Service" means the Dental Refer website at dentalrefer.com, the Dental Refer web application, the provider directory, and the related features, content and support that we provide.

2.9 "Usage Data" means information about how the Service is used and how it performs, such as feature use, page views, device and browser information, and error and performance data. Usage Data never includes PHI. Information that is PHI remains Customer Data, wherever it appears.

2.10 "User" means an individual whom you allow to use the Service under your account, with login credentials issued to that individual.

3. The Service

3.1 What the Service does. Dental Refer is software that helps dental practices coordinate patient referrals with each other. Depending on your plan and settings, the Service includes tools to:

(a) search a provider directory and build a network of referral partners;

(b) create, send, receive, track and manage referrals;

(d) send referrals, notices and documents by email or fax, and receive faxed referrals, where the Service supports it;

(e) check a patient's dental insurance eligibility through a third-party clearinghouse, where this feature is available to you; and

(f) share information with patients and other people outside your practice through features you choose to use, such as your practice's referral link or QR code, or a page where a patient can check the status of a referral.

3.2 Features vary. Features differ by plan and change over time. Some features are available only after we activate your account, after an Owner or Administrator signs the BAA, or after we turn them on for you. Your plan also sets limits, such as the number of Users and monthly usage allowances.

3.3 Usage limits. When you reach a usage allowance, the related feature may stop working until your next billing period or until you change plans. We may also set reasonable limits on how much or how often the Service is used, to protect the Service and the people who use it.

3.4 Patient-facing features. Some features let patients and other people outside your practice send or see information through the Service at your direction. You decide whether to use those features and what to share through them. You are responsible for having each patient's correct contact information, for giving patients any notices your practice must give, and for obtaining any consent the law requires.

3.5 Changes to the Service. We may change, add or remove features at any time. If a change materially reduces the core functions of your paid plan, we will tell you in advance where practicable, and an Owner or Administrator may close your account by notice to us within 30 days after the change. If you do, the closure takes effect when we receive the notice, and we will refund any fees you prepaid for the period after closure. For any other change that you do not accept, your remedy is to cancel under section 13.4.

3.6 Support. You can reach our support team at support@dentalrefer.com, or by phone at (503) 662-8088 during our business hours. That number also takes fax opt-out requests at any time, by voicemail outside business hours. We do not commit to any response or resolution time unless we agree to one in a separate written agreement signed by both parties. Never include patient information in an email to us (see section 8.6).

4. We Are Not a Healthcare Provider

4.1 Software only. We provide software. We do not provide dental, medical or other healthcare services, and we do not practice dentistry or medicine. We are not a party to any relationship between a provider and a patient, or to any arrangement between practices.

4.2 No professional advice. Nothing in the Service is dental, medical, clinical, legal, billing or other professional advice. This includes directory information, specialty suggestions, referral scores, matching suggestions, eligibility results, forms, templates and any AI-assisted output.

4.3 Clinical decisions are yours. All clinical decisions belong solely to the treating providers, who must use their own professional judgment. This includes whether to refer a patient, to whom, what information to send, whether to accept a referral, and how to diagnose and treat. You are responsible for meeting the standard of care and for your communications with patients.

4.4 No endorsement. We do not refer patients, and we do not recommend, endorse or vouch for any provider. Directory listings, ratings, search results and matching suggestions are not recommendations by us. Search results and suggestions are generated by software from information such as listing details, whether a practice has claimed its listing, location and the options you choose. A listing does not mean that a provider is licensed, in network, accepting new patients or qualified for any procedure. Confirm those facts yourself before you refer a patient.

4.5 No guaranteed outcome. We do not guarantee that any referral will be accepted, scheduled or treated, or that any practice will respond.

4.6 Your dealings with others. You are responsible for your dealings with other practices, patients, payers and anyone else you interact with through the Service. We have no duty to resolve disagreements between you and them. To the fullest extent the law allows, you release the Dental Refer Parties from claims arising out of those disagreements, except to the extent caused by our breach of these Terms or the BAA.

4.7 Our affiliations. A person who runs Dental Refer is also a dentist at a dental practice that uses the Service. We treat any practice affiliated with our owners or managers in the same way as every other practice:

(a) the Service gives it no preferential placement, scores, suggestions or routing;

(b) no practice pays for or receives referrals because of that affiliation; and

(c) that practice receives another customer's Customer Data or other Confidential Information only when that customer chooses to send or share it through the Service, as with any other practice, and it receives no access through us to another customer's Usage Data. Dental Refer personnel who also work at such a practice may access another customer's information only in their role at Dental Refer, and only as section 10.6 and the BAA allow.

5. Not for Emergencies or Time-Critical Communication

5.1 Not an emergency service. Do not use the Service for emergencies or for anything that needs an immediate response. In an emergency, call 911 or the appropriate provider directly. For an urgent referral, call the receiving practice and confirm that it has what it needs.

5.2 No delivery guarantee. Referrals, messages, notifications, emails and faxes can be delayed, misrouted, filtered as spam, rejected or lost, and they may never be opened or read. Causes include wrong or outdated numbers and addresses, the recipient's equipment and settings, telephone and email networks, outages, and errors by us or our providers. We do not guarantee that anything sent through the Service will be delivered, received, opened or read, or that it will arrive by any particular time.

5.3 Status information. Delivery, read and other status information shown in the Service comes from our systems and from third parties. It may be wrong or late. Do not rely on it as proof that a recipient received or read anything important.

5.4 Your duty to follow up. You are responsible for following up on referrals and messages that matter to a patient's care, and for checking the Service and your email regularly for referrals and messages sent to you.

6. Accounts and Security

6.1 Accurate information. You must give us accurate, complete and current information, and keep it current. This includes your practice's name, address, phone and fax numbers, email addresses, licenses and NPI numbers.

6.2 One person per account. Each User must have their own account, and each account may belong to only one named individual. No one may share a password, verification code, authenticator app or backup code, or let anyone else use their account.

6.3 Two-step verification is mandatory. Every User must set up and use two-step verification. To sign in, a User enters a password and then a second code, except on a remembered device under section 6.4. The second-step methods we offer may include a code from an authenticator app, a single-use backup code and, where the Service offers it, a one-time code sent to the User's email address. We may change the methods we offer at any time.

6.4 Remembered devices. Where the Service offers it, a User may choose to have the Service remember a device, so that the second step is not requested on that device for a limited period that we set. Use this only on a device that the User controls and protects. Anyone who can use a remembered device and knows the User's password may be able to sign in without the second step. We may shorten, limit or end remembered-device sign-in at any time.

6.5 Protecting credentials. You and your Users must keep passwords, authenticator apps, backup codes, devices and email accounts secure. If the Service gives a User backup codes, treat them like a password. If a User receives sign-in codes by email, anyone who controls that email account may be able to receive them, so the email account must be protected too.

6.6 Responsibility for activity. You are responsible for all activity under your account and your Users' credentials, whether or not you authorized it, except to the extent caused by our breach of these Terms or the BAA.

6.7 Managing your Users. Your Owners and Administrators control who can access your account and what role each User has, in the Team tab of Settings. You must give each User only the access their job requires, review access regularly, and remove access promptly when a User leaves or no longer needs it. You are responsible for training and supervising your workforce and for applying sanctions when they break your policies.

6.8 Report problems quickly. Tell us promptly, and in any case within 24 hours, if you learn or suspect that an account, password, verification method or device has been lost, stolen or used without authorization. Email security@dentalrefer.com or call (503) 662-8088. Do not include patient information in your email.

6.9 Our security measures. We may ask a User to verify again before certain sensitive actions. We sign Users out after a period of inactivity and after a maximum session length. To protect you, other customers or the Service, we may also end sessions, require a new password or a new two-step setup, or suspend a User.

6.10 Activity records. The Service records activity, including access to patient information, in audit logs. We may review those records to operate and secure the Service, to investigate suspected misuse and to meet our legal obligations.

6.11 Your own systems. You are responsible for the security of your own devices, networks, browsers, email accounts and practice systems. We are not responsible for losses caused by their compromise.

6.12 Disagreements about control of your account. If people in your organization disagree about who controls your account, we may follow the instructions of any Owner, or documents that we reasonably believe are valid. We may also suspend the account until the disagreement is resolved. We have no duty to resolve the disagreement.

7. Acceptable Use

This section is our Acceptable Use Policy. It applies to you, to every User, and to anyone else who uses the Service or visits our website.

You agree not to, and not to let or help anyone else to:

(a) use the Service in violation of any law or regulation, or of any professional or licensing rule that applies to you, including HIPAA and state dental board rules;

(b) access, or try to access, any account, data or patient information that you are not authorized to access, including another organization's data;

(c) share a password, verification code, authenticator app or backup code, let anyone else use an account, or use someone else's account;

(d) bypass, disable or interfere with two-step verification, access controls, audit logs, rate limits, usage allowances or any other security or usage control;

(e) probe, scan or test the vulnerability of the Service, or break any security or authentication measure, except through our responsible-disclosure process at security@dentalrefer.com;

(f) upload or send malware, or any file or content that you do not have the right to share;

(g) put patient information anywhere it does not belong, such as a directory listing, practice profile, organization name, support request, feedback form or email to us;

(h) send patient information to anyone who is not authorized to receive it, or send more than the minimum necessary where that standard applies;

(i) send unsolicited advertisements by fax, send spam, or send any fax, email or other message that violates the Telephone Consumer Protection Act, the Junk Fax Prevention Act, the CAN-SPAM Act or a similar law, or that goes to someone who has asked not to receive it;

(j) offer, pay, ask for or accept anything of value in exchange for referring patients, or use the Service for patient brokering, fee-splitting or any other arrangement that anti-kickback or similar laws prohibit;

(k) misrepresent your identity, licensure, credentials, NPI number, practice or affiliation, or impersonate anyone;

(l) post false, misleading or unlawful information in the directory or in any listing or profile;

(m) scrape, crawl, harvest, bulk-download, copy, sell, license or otherwise exploit directory data or other content from the Service, or use it for marketing, except as the Service's features expressly allow;

(n) use patient information, or non-public information about other practices, that you obtain through the Service for marketing or for any purpose the law does not permit;

(o) use bots, scripts or other automated means to access the Service, except through interfaces that we expressly authorize for that purpose;

(p) copy, modify, reverse engineer, decompile or create derivative works of the Service, except to the extent the law allows this despite this restriction;

(q) use the Service or its content to build or train a competing product or an artificial intelligence model;

(r) resell, sublicense, rent or lease the Service, or give anyone outside your organization access to it, except through features designed for that purpose;

(s) use the Service to harass, threaten or defame anyone, or to send obscene or unlawful content;

(t) overload, disrupt or interfere with the Service, its infrastructure or anyone else's use of it;

(u) use the Service for emergencies or other time-critical communication, which section 5 of these Terms does not allow; or

(v) use the Service in violation of U.S. export-control or sanctions laws.

Nothing in these Terms restricts any individual's right to publish a review, performance assessment or similar analysis of the Service that the Consumer Review Fairness Act (15 U.S.C. 45b) protects.

We may investigate any suspected violation. We may remove content, suspend or end access, and report activity to law enforcement or other authorities when we believe the law requires or allows it. Report a suspected violation or vulnerability to security@dentalrefer.com, and do not include patient information in your report.

8. Protected Health Information and the Business Associate Agreement

8.1 Our role. When we create, receive, maintain or transmit PHI for you through the Service, we act as your business associate under HIPAA. You remain responsible for your own duties under HIPAA.

8.2 The BAA. The Business Associate Agreement published at dentalrefer.com/baa, in the version that an Owner or Administrator of your account has most recently signed in the Service, is incorporated into and forms part of these Terms. Before anyone in your organization uses the Service to send, receive or store PHI, an Owner or Administrator must sign the current version of the BAA in the Compliance tab of Settings. When we publish a new version of the BAA, it takes effect for you when it is signed. Until a current version is signed, we may limit or turn off features that involve PHI. If PHI from your organization reaches us before any version of the BAA has been signed, we will protect that PHI as the current published version requires, and you agree to be bound by that version for that PHI until a version is signed.

8.3 The BAA controls for PHI. If these Terms conflict with the BAA on a matter concerning PHI, the BAA controls. In all other respects these Terms apply, including to claims under the BAA. To the fullest extent the law allows, sections 19 (Disclaimers), 20 (Limitation of Liability, including the higher amount for data-protection claims in section 20.3) and 22 (Dispute Resolution) apply to claims under the BAA.

8.4 Organizations that are not covered entities. You must sign the BAA before using the Service for patient information even if your organization is not a covered entity under HIPAA. Your organization may itself be a business associate of covered entities, such as a dental support organization that serves affiliated practices. If so, you confirm that your agreements with those covered entities allow you to use the Service for their patients' information, and we act as your subcontractor under the BAA.

8.5 Your HIPAA responsibilities. You are responsible for:

(a) giving patients your Notice of Privacy Practices, and making sure that it permits the uses and disclosures you make through the Service;

(b) obtaining any patient authorization or consent that HIPAA, state law or your own policies require, including for information that the law protects more strictly than HIPAA, such as substance use disorder treatment records;

(c) deciding that each use and disclosure you make through the Service is permitted, and sending only the minimum necessary information where that standard applies;

(d) choosing the correct practice, provider, fax number and email address before you send anything, and confirming directory contact details before you rely on them;

(e) managing your workforce's access and training, as section 6.7 describes;

(f) responding to patients' requests to access or amend their information or to receive an accounting of disclosures, with our help as the BAA describes;

(g) telling us about any restriction, revocation or limit that affects how we may use or disclose PHI, as the BAA requires; and

(h) meeting your own breach-notification duties to patients, regulators and others.

8.6 Never email patient information to us. Do not send PHI to us by ordinary email, including to support@, privacy@, legal@ or security@dentalrefer.com, and do not put it in support requests or feedback. If we need patient information to help you, we will tell you how to share it safely. If you send PHI to us outside the Service anyway, we will handle it as the BAA requires, but you are responsible for that disclosure.

8.7 No sale of PHI. We do not sell PHI, and we do not use or disclose PHI for marketing or advertising. We use and disclose PHI only as the BAA permits.

8.8 Information received in error. If you receive a referral, document, fax or other information through the Service that was not meant for you, do not use or share it. Tell us promptly at privacy@dentalrefer.com, without including patient information, and follow our reasonable instructions to return or delete it.

9. Your Legal and Professional Responsibilities

9.1 Laws that apply to you. You are responsible for following all laws, regulations and professional rules that apply to your practice and to your use of the Service. These include HIPAA; state health-privacy, data-security and breach-notification laws; state dental practice acts and dental board rules, including rules on advertising, patient records, supervision and fee arrangements; and the laws described below. Using the Service does not, by itself, satisfy any of these obligations.

9.2 Messages sent at your direction. When you use the Service to send a referral, message, document, fax or email to anyone outside your organization, you choose the recipient and the reason for sending it. You are responsible for having any consent, permission or relationship that the law requires for that message. This includes the Telephone Consumer Protection Act and its Junk Fax Prevention Act amendments, the CAN-SPAM Act, and similar state laws. You must not use the Service to send unsolicited advertisements by fax. You must give us only accurate fax numbers and email addresses that you are allowed to use. You must tell us promptly about any opt-out request you receive that relates to messages sent through the Service. We may add sender identification, opt-out notices and our postal address to messages sent through the Service, and we may decline to send any message, including to a number or address that has opted out.

9.3 Messages we send to promote the Service. Invitations and other messages that we write to promote the Service are our messages, not messages sent at your direction. This includes an invitation to join the Service that you ask us to send to another practice or to a colleague outside your organization, and an invitation to join the Service, or to claim a page in it, that we send to a practice that is not a Dental Refer customer when you send it a referral. We are responsible for their compliance with the Telephone Consumer Protection Act, the Junk Fax Prevention Act and the CAN-SPAM Act, and section 21.1(b) does not apply to them, except to the extent that you gave us a fax number or email address that you were not allowed to use.

9.4 Referrals and fees. Each practice decides independently whether to refer a patient, to whom, and whether to accept a referral. Nothing in these Terms or the Service requires, rewards or guarantees any referral. Patients remain free to choose their providers. Any fees you pay us are fixed subscription fees for the software and the usage allowances of your plan. They are not paid for referrals, and they do not depend on the number, value or source of referrals that any practice sends or receives. You must not use the Service to offer, pay, ask for or accept anything of value for referring patients, or in any arrangement that violates federal or state anti-kickback, self-referral, fee-splitting or patient-brokering laws.

9.5 Keep your own records. The Service is not your official patient record system. You are responsible for keeping, in your own records, copies of referrals, reports, images, messages and other information that you need for patient care or that the law requires you to keep, including under dental record-retention rules. Do not rely on the Service as your only copy.

9.6 Licenses. You confirm that each dentist and other licensed professional who uses the Service under your account holds a current license in good standing where the law requires one. Tell us promptly if a license is suspended, revoked or restricted, or if information we used to verify your practice changes.

10. Customer Data

10.1 You own your data. As between you and us, you own Customer Data. We claim no ownership of it.

10.2 Our license to use it. You grant us a nonexclusive, royalty-free license to host, copy, store, process, transmit, display and otherwise use Customer Data as needed to:

(a) provide, maintain, secure and support the Service;

(b) prevent or fix technical, security and service problems;

(d) comply with the law.

Our use of PHI is always subject to the BAA.

10.3 Your responsibility for your data. You are responsible for the accuracy, quality and legality of Customer Data, and for having all rights, consents and permissions needed to submit it to the Service and to share it through the Service.

10.4 Records shared with other practices. When you send a referral, message, document or image to another practice through the Service, it also becomes part of that practice's records. That practice may keep and use its copy under its own legal duties and its own agreement with us. You may not be able to recall it. Closing your account or deleting your data does not delete the other practice's copy. In the same way, information that other practices send you becomes part of your records.

10.5 Our safeguards. We maintain administrative, technical and physical safeguards designed to protect Customer Data. For PHI, we will meet the safeguard requirements of the BAA.

10.6 Our access to Customer Data. We will allow our personnel and contractors to access Customer Data only as needed for the purposes in section 10.2, at your request or as the law requires, and only under duties of confidentiality.

10.7 Usage Data. We may collect Usage Data and use it to operate, secure, support and improve the Service, and for our other lawful business purposes. We may also create and use aggregated statistics that do not identify you, any individual or any patient. If creating any aggregated information would require using PHI, we will do so only as the BAA permits.

10.8 Files we have not checked. We may refuse, quarantine or hold back from download any uploaded file that we have not been able to check for malicious code. We may delete any file that we believe contains malicious code.

10.9 Content that breaks the rules. We may remove or disable access to Customer Data that we reasonably believe violates these Terms or the law, or that creates a security risk. For PHI, we will act consistently with the BAA.

10.10 Legal demands. If we receive a subpoena, court order or other legal demand for Customer Data, we will, where the law allows, refer the requester to you or notify you so that you can seek protection. We will disclose only what the law requires or the BAA permits.

11. Directory, Eligibility and Other Third-Party Information

11.1 Where directory information comes from. The provider directory includes information from public sources, such as the federal NPPES NPI Registry, from other third-party data sources, and from practices. It may include ratings and other information that third parties or practices supply. We do not independently verify all directory information, and we do not guarantee that it is accurate, complete or current. Contact details, including fax numbers and email addresses, may be wrong or out of date.

11.2 Your listing. If you claim or edit your practice's listing, you must keep it accurate and lawful, including under advertising rules that apply to dentists. You grant us a nonexclusive, royalty-free license to publish your practice's name, logo and the listing information that you provide or approve, in the directory and elsewhere in the Service. We may display information about your practice that we obtain from public or third-party sources, even if you have not claimed your listing. We may edit the format of any listing, and we may decline or remove any listing. To ask us to correct or remove a listing, email privacy@dentalrefer.com.

11.3 Eligibility results. Eligibility and benefits information comes from payers through a third-party clearinghouse. It shows what the payer reported at the time of the check. It is not a promise of coverage, benefits or payment, and it may be incomplete or wrong. Confirm important details with the payer. You may run an eligibility check only for a patient whose information you lawfully hold, and only for a permitted purpose, such as the patient's treatment or payment for it.

11.4 Other third-party information. Maps, geocoding, NPI lookups and links to other websites come from third parties. We provide them for convenience only, and we are not responsible for them.

12. Third-Party Services and Subprocessors

12.1 Subprocessors. We use other companies ("subprocessors") to help provide the Service, including for hosting, databases, file storage, email and fax delivery, insurance eligibility checks and payment processing. Our current list, which shows which subprocessors handle patient information, is at dentalrefer.com/subprocessors. We may add or replace subprocessors, and we will keep the list reasonably current. For subprocessors that handle PHI for us, we will meet the requirements of the BAA. Send questions or objections about our subprocessors to privacy@dentalrefer.com.

12.2 Services you choose to use. Some features work with third-party services that we do not control, such as payers and clearinghouses, telephone and fax networks, recipients' email providers, practice management systems that you connect, and our payment processor. Your use of those services may be subject to their own terms. When you connect a third-party system to the Service, you authorize us to exchange Customer Data with it as you direct. Your own agreement with that provider, including any business associate agreement you have with it, governs how it handles your data.

12.3 Our responsibility for third parties. Except as the BAA provides for our subprocessors, we are not responsible for third-party services, their availability or how they handle data. If a third party changes or stops its service, we may change or stop the related feature without liability to you.

13. Fees, Billing and Cancellation

13.1 Plans and fees. Our paid plans and their fees are shown at dentalrefer.com/pricing and in the Billing tab of Settings. Fees are in U.S. dollars. There is no free trial unless we offer you one in writing. Billing starts when you subscribe, not when you register. We may offer some features without charge, and we may change or end them at any time.

13.2 Monthly billing in advance. When you subscribe, you authorize us and our payment processor, Stripe, to charge your payment method the fee for your plan, plus any applicable taxes, at the start of each monthly billing period. Stripe processes your payment information under its own terms. We do not store your full card number.

13.3 Automatic renewal. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY EACH MONTH, AND WE WILL CHARGE YOUR PAYMENT METHOD EACH MONTH, UNTIL YOU CANCEL, EXCEPT WHILE YOUR SUBSCRIPTION IS PAUSED UNDER SECTION 13.5.

13.4 How to cancel. You can cancel your subscription at any time. An Owner can cancel it in the Service: open Settings, choose the Billing tab, and select Cancel Subscription. An Owner or Administrator can also cancel it by email to support@dentalrefer.com, sent from the email address on their account. If no Owner or Administrator is available, we will accept a cancellation from a person who gives us reasonable evidence of authority to act for you. Cancellation takes effect at the end of your current billing period. You keep your paid features until then, and you will not be charged again after that, except for amounts already due. Cancelling your subscription ends your paid plan, but it does not close your account or delete your data. Section 18.2 explains how to close your account, and sections 18.7 and 18.8 explain how to get a copy of your data and when it is deleted.

13.5 Pausing. Where the Service offers it, an Owner can pause your subscription, and resume it, in the Billing tab of Settings. While your subscription is paused, we do not charge you for it, these Terms continue to apply, and we may limit your paid features to those of our free plan. A pause continues until an Owner resumes the subscription or it is cancelled. We may end a pause that has lasted 90 days or more by giving your Owners at least 10 days' notice by email. Your subscription then resumes, and we charge you again from the start of your next billing period, unless you cancel before then.

13.6 Changing plans. If you change plans, the new plan's fees and limits apply from the date of the change, and our payment processor may prorate charges or credits for the current billing period.

13.7 Price changes. We may change our fees. We will give you at least 30 days' notice of any change to the fees for your plan, by email or in the Service. The new fees apply from your first billing period that starts after the notice period ends. If you do not agree to the change, cancel before then.

13.8 Taxes. Fees do not include taxes. You are responsible for all sales, use, value-added and similar taxes on the Service, except taxes on our net income. If we must collect a tax, we will add it to your charges.

13.9 Failed or late payments. If a charge fails, we and Stripe may try it again. If any amount is still unpaid 14 days after its due date, we may limit paid features, move your account to features that are free of charge, or suspend your account until you pay. If a payment is reversed or charged back, we may take these steps right away. These steps will not prevent you from obtaining PHI as the BAA provides.

13.10 No refunds. Fees are non-refundable. We do not give refunds or credits for partial months, unused allowances or time when you did not use the Service, except where the law requires it or section 3.5, 18.4, 18.5, 25.2 or 25.3 provides.

13.11 Billing questions. If you believe a charge is wrong, tell us at support@dentalrefer.com within 60 days after the charge. To the fullest extent the law allows, a charge that you do not question within that time is final.

13.12 Billing details. You must keep your billing contact and payment information current.

14. Confidentiality

14.1 What is confidential. "Confidential Information" means non-public information that one party shares with the other in connection with the Service, if it is marked confidential or a reasonable person would understand it to be confidential. Your Confidential Information includes Customer Data. Our Confidential Information includes non-public information about the Service, its security and our business, and any pricing that we offer only to you.

14.2 How it is protected. The receiving party will use the other party's Confidential Information only to perform its obligations and exercise its rights under these Terms, and will protect it with at least reasonable care. It may share it only with its employees, contractors and professional advisers who need to know it and who are bound by confidentiality duties at least as protective as these.

14.3 Exceptions. Information is not Confidential Information if it:

(a) is or becomes public through no fault of the receiving party;

(b) was known to the receiving party, without a duty of confidentiality, before it was shared;

(d) is received from a third party that has no duty of confidentiality.

These exceptions never apply to PHI, which the BAA governs.

14.4 Disclosure required by law. The receiving party may disclose Confidential Information when the law requires it. Where the law allows, it will give the other party prompt notice so that the other party can seek protection, and it will disclose only what is required.

14.5 How long these duties last. These duties continue while you use the Service and for three years afterward. They continue for as long as information remains a trade secret, and, for Customer Data, for as long as we hold it.

15. Intellectual Property and Feedback

15.1 Our property. The Service, including its software, design, text, graphics, documentation and the compilation of the provider directory, and the Dental Refer name and logo, belong to us or our licensors and are protected by intellectual property laws. We keep all rights that these Terms do not expressly grant to you.

15.2 Your right to use the Service. Subject to these Terms and to payment of any applicable fees, we grant you a limited, nonexclusive, nontransferable, nonsublicensable and revocable right for your Users to use the Service for your internal business purposes while your account is active.

15.3 Our trademarks. You may not use our name, logo or trademarks without our prior written permission, except to state accurately that you use the Service.

15.4 Feedback. If you or your Users give us suggestions, ideas or other feedback about the Service, we may use it for any purpose without restriction, payment or obligation to you. You grant us a perpetual, irrevocable, worldwide, nonexclusive, royalty-free license to do so. Do not include patient information or confidential information in feedback.

16. Beta and AI Features

16.1 Beta features. We may offer features labeled beta, pilot, preview, early access or something similar. They may be incomplete or contain errors, and we may change or end them at any time. They are provided as is, without any warranty or support commitment. Separate terms may apply to them, and if so, those terms control for that feature, except that the BAA always controls on any matter concerning PHI, and separate terms never permit a use or disclosure of PHI that the BAA does not.

16.2 AI-assisted features. Features that use an artificial intelligence model ("AI-assisted features") are currently turned off for the whole Service. If we turn them on, we may do so for the whole Service or only for some accounts, and separate terms may apply. Those terms never override the BAA on any matter concerning PHI, and never permit a use or disclosure of PHI that the BAA does not. AI output can be wrong, incomplete or biased. A qualified person must review any AI output before anyone relies on it or shares it, and it is never a substitute for professional judgment. We will use PHI with an AI service only as the BAA permits.

16.3 Your choice. You may stop using a beta or AI-assisted feature at any time.

17. Suspension

17.1 When we may suspend. We may suspend or limit access to all or part of the Service, for your whole account or for any User, if we reasonably believe that:

(a) there is a security threat, or unauthorized access to an account, to another customer's data or to the Service;

(b) you or a User has violated section 7, the BAA or the law, or your use creates legal, regulatory or security risk for us or others;

(d) payment is overdue, as section 13.9 describes; or

(e) information about your identity, practice or licenses is false or can no longer be verified.

17.2 Notice and restoration. We will give you notice of a suspension when that is practicable and lawful, and we will restore access once the reason for the suspension has been resolved.

17.3 Fees and PHI during suspension. A suspension does not relieve you of the obligation to pay fees, unless it results from our breach of these Terms or the BAA. A suspension will not prevent you from obtaining PHI as the BAA provides.

17.4 No liability for suspension. To the fullest extent the law allows, we are not liable for any suspension made in good faith under this section.

18. Term, Termination and Your Data

18.1 Term. These Terms start when you first accept them or first use the Service. They continue until your account is closed or these Terms are terminated, as these Terms provide.

18.2 Closing your account. You may stop using the Service at any time. To close your account, an Owner or Administrator must ask us in writing. Send the request by email to support@dentalrefer.com from the email address on the requester's account, or as section 24.1 describes. If no Owner or Administrator is available, we will accept a request from a person who gives us reasonable evidence of authority to act for you. We may confirm a request with any Owner before we act on it. Closure takes effect at the end of your current billing period, or right away if you have no paid plan, except that a closure under section 3.5, 18.4, 25.2 or 25.3 takes effect as that section describes. We do not give refunds for the rest of a billing period, except as section 13.10 provides. A notice under section 18.4 may be sent in the same ways.

18.3 Termination by us for cause. We may terminate these Terms and close your account by notice to you if:

(a) you breach these Terms, and the breach cannot be cured or is not cured within 10 days after we notify you of it, or you breach the BAA and do not cure the breach within the period that the BAA allows;

(b) any amount remains unpaid 30 days after its due date;

(c) we reasonably believe that your use of the Service is unlawful, harms others, or creates serious legal or security risk; or

(d) a law or government authority requires it.

18.4 Termination by you for cause. You may terminate these Terms and close your account by notice to us if we materially breach these Terms or the BAA and do not cure the breach within 30 days after you notify us of it, or at once if the breach cannot be cured. If you terminate the BAA under its section 8.2, these Terms also end at the same time. In either case, we will refund any fees you prepaid for the period after termination.

18.5 Termination by us for convenience. We may also terminate these Terms, or stop offering the Service, for any reason by giving you at least 30 days' notice. If we do, we will refund any fees you prepaid for the period after termination.

18.6 Effect of termination. When these Terms end, your right to use the Service ends, and all fees owed up to that date become due at once.

18.7 Getting a copy of your data. Save any data you need before your account closes. No later than 30 days after these Terms end, an Owner or Administrator may ask us in writing, at privacy@dentalrefer.com, for a copy of your Customer Data. We will provide it no later than 30 days after we receive the request, in a commonly used electronic format that we choose. If you ask for a different format, we may charge our reasonable costs.

18.8 Deletion after the export period. We will delete or destroy the remaining Customer Data in our active systems no later than 90 days after these Terms end, and we will then have no further duty to keep or provide it. These exceptions apply, and the BAA continues to protect any PHI that we keep:

(a) copies in backups, until those backups expire on their regular schedule;

(b) records that the law requires or permits us to keep, such as audit logs, billing records and tax records;

(d) information other than PHI that we need to resolve disputes or enforce our rights.

19. Disclaimers

19.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. THIS INCLUDES THE PROVIDER DIRECTORY, ELIGIBILITY RESULTS, DELIVERY BY EMAIL AND FAX, AND ALL OTHER CONTENT AND FEATURES. EXCEPT AS THESE TERMS OR THE BAA EXPRESSLY STATE, AND TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

19.2 WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT ANY REFERRAL, MESSAGE, FAX OR EMAIL WILL BE DELIVERED, RECEIVED OR READ, OR WILL ARRIVE ON TIME; THAT DIRECTORY, ELIGIBILITY OR OTHER INFORMATION IS ACCURATE, COMPLETE OR CURRENT; THAT DATA WILL NOT BE LOST OR CORRUPTED; OR THAT THE SERVICE WILL MEET YOUR NEEDS OR ANY LEGAL REQUIREMENT THAT APPLIES TO YOU.

19.3 NO UPTIME COMMITMENT. WE DO NOT COMMIT TO ANY LEVEL OF UPTIME, AVAILABILITY OR RESPONSE TIME UNLESS WE AGREE TO ONE IN A SEPARATE WRITTEN AGREEMENT SIGNED BY BOTH PARTIES.

19.4 Some laws do not allow certain warranties to be disclaimed. Where such a law applies, these disclaimers apply to the fullest extent that law allows.

20. Limitation of Liability

20.1 EXCLUDED DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY, AND NONE OF THE DENTAL REFER PARTIES, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, PATIENTS OR REFERRALS, OR ANY COST OF SUBSTITUTE SERVICES, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS, THE BAA OR THE SERVICE, EVEN IF THAT PARTY WAS TOLD THAT SUCH DAMAGES WERE POSSIBLE. EXCEPT FOR THE COSTS THAT SECTION 20.3 MAKES RECOVERABLE, THIS EXCLUSION ALSO COVERS ANY LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, AND ANY COST OF INVESTIGATING, GIVING NOTICE OF OR RESPONDING TO A SECURITY INCIDENT OR BREACH.

20.2 LIABILITY CAP. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY'S TOTAL LIABILITY, AND THE TOTAL LIABILITY OF ALL DENTAL REFER PARTIES TOGETHER, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE BAA OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY AND (B) US$100.

20.3 DATA-PROTECTION CLAIMS. FOR CLAIMS ARISING OUT OF A PARTY'S BREACH OF THE BAA OR OF SECTION 10.5 OR 14 ("DATA-PROTECTION CLAIMS"), THE AMOUNT IN SECTION 20.2 IS REPLACED BY THE GREATER OF (A) THREE TIMES THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY AND (B) US$25,000. WITHIN THAT AMOUNT, THE FOLLOWING ARE DIRECT DAMAGES AND ARE RECOVERABLE, TO THE EXTENT THEY RESULT FROM THAT BREACH: REASONABLE, DOCUMENTED COSTS OF FORENSIC INVESTIGATION; OF NOTICES TO INDIVIDUALS, REGULATORS AND THE MEDIA THAT THE LAW REQUIRES; OF CREDIT OR IDENTITY MONITORING THAT THE LAW OR A REGULATOR REQUIRES; AND OF RESTORING LOST OR CORRUPTED DATA.

20.4 HOW THESE LIMITS APPLY. THE LIMITS IN THIS SECTION 20 APPLY TO ALL CLAIMS, WHETHER BASED ON CONTRACT (INCLUDING THE BAA), WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER THEORY, AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EACH AMOUNT IN SECTIONS 20.2 AND 20.3 IS A SINGLE TOTAL FOR ALL CLAIMS AND, FOR OUR LIABILITY, FOR ALL DENTAL REFER PARTIES TOGETHER. THE AMOUNT IN SECTION 20.3 INCLUDES, AND IS NOT IN ADDITION TO, THE AMOUNT IN SECTION 20.2. NEITHER AMOUNT INCREASES BECAUSE THERE IS MORE THAN ONE CLAIM.

20.5 EXCEPTIONS. SECTIONS 20.1 TO 20.4 DO NOT LIMIT (A) LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; (B) YOUR OBLIGATION TO PAY FEES; (C) YOUR OBLIGATIONS UNDER SECTION 21; (D) LIABILITY FOR VIOLATING SECTION 7, OR FOR INFRINGING OR MISAPPROPRIATING THE OTHER PARTY'S INTELLECTUAL PROPERTY; OR (E) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

20.6 Why these limits exist. Our fees reflect the allocation of risk in sections 19, 20 and 21, and we would not provide the Service at these fees without them.

20.7 Claims only against the company. To the fullest extent the law allows, you will bring any claim relating to the Service only against Dentist Owners LLC, and not personally against any of its owners, members, managers, officers, employees, contractors or agents.

21. Indemnification

21.1 Your duty to defend and indemnify. To the fullest extent the law allows, you will defend, indemnify and hold harmless Dentist Owners LLC and its owners, members, managers, officers and employees (the "Indemnified Parties") from and against all third-party claims, demands, lawsuits and proceedings, including investigations and proceedings by government authorities, and all resulting losses, damages, fines, penalties, settlements, judgments, costs and expenses, including reasonable attorneys' fees, to the extent they arise out of or relate to:

(a) a claim that Customer Data, or your submission or sharing of it through the Service, violates law or infringes or misappropriates a third party's rights;

(b) your instructions to us, and the referrals, messages, faxes and emails sent at your direction, including your choice of recipients;

(d) your clinical decisions, your dental or other healthcare services, and your relationships with patients, other practices and payers;

(e) the content of your practice's directory listing; or

(f) your breach of these Terms or the BAA, or your violation of any law, including HIPAA, the Telephone Consumer Protection Act, the Junk Fax Prevention Act, the CAN-SPAM Act, state privacy and breach-notification laws, state dental board rules, and anti-kickback, self-referral, fee-splitting and patient-brokering laws.

This section does not apply to any claim, investigation or proceeding to the extent that it arises from (i) a Security Incident or Breach in systems that we or our subprocessors control, unless you, your Users or anyone using their credentials caused it, or (ii) our own failure to comply with HIPAA, these Terms or the BAA.

21.2 Our share of fault. You do not have to defend or pay for any part of a claim to the extent that it arises from a Dental Refer Party's negligence, willful misconduct, or breach of these Terms or the BAA. If fault is disputed, you will conduct the defense, and we will reimburse the part of your defense costs and payments that matches our share of fault, as the parties agree in writing or as determined in arbitration under section 22.

21.3 Procedure. To receive this protection, an Indemnified Party will:

(a) give you prompt written notice of the claim, although a delay relieves you of your obligations only to the extent that the delay materially harms your defense;

(b) let you control the defense and settlement of the claim, with counsel reasonably acceptable to us, subject to section 21.4; and

21.4 Limits on control and settlement. An Indemnified Party may take part in the defense with its own counsel, at its own expense. If you do not take over the defense promptly and pursue it diligently, we may defend the claim ourselves, at your expense. You may not settle any claim in a way that admits fault by an Indemnified Party, or that imposes any obligation on an Indemnified Party other than a payment that you make in full, without our prior written consent. No Indemnified Party may settle any claim, investigation or proceeding for which it seeks payment from you without your prior written consent, which you will not unreasonably withhold. We control our own response to any government investigation or proceeding against us. Your duty to indemnify applies to it only to the extent that it arises from the matters listed in section 21.1, and not from our own failure to comply with HIPAA or other law.

22. Dispute Resolution, Binding Arbitration and Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES ARE RESOLVED, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO TAKE PART IN A CLASS ACTION.

22.1 Disputes covered. "Dispute" means any dispute, claim or controversy between you and any Dental Refer Party that arises out of or relates to these Terms, the BAA, the Service or our relationship, whether it arose before or after you accepted these Terms and whether it is based on contract, tort, statute or any other theory. The Dental Refer Parties may enforce this section.

22.2 Informal negotiation first. Before starting an arbitration or a court case, the party raising a Dispute must send the other party a written notice ("Dispute Notice") that describes the Dispute and the relief sought, and gives contact details. Send a Dispute Notice to us as section 24.1 describes. We will send a Dispute Notice to you at the email address on your account. For 30 days after a Dispute Notice is received, the parties will try in good faith to resolve the Dispute by informal negotiation, including by a call or video meeting if either party asks. The time limit in section 22.9 is paused during those 30 days. This step does not apply to a request for urgent relief under section 22.6.

22.3 Binding arbitration. If a Dispute is not resolved within those 30 days, either party may start arbitration. Except as section 22.6 provides, every Dispute will be resolved only by final and binding arbitration, not in court. The arbitrator decides all questions about whether a Dispute must be arbitrated, including questions about the scope, validity, enforceability and interpretation of this section. A court decides whether an agreement to arbitrate was formed, and only a court may decide whether section 22.5 is valid and enforceable.

22.4 Rules and procedure. The American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules in effect when the arbitration starts. There will be one arbitrator. The seat, or legal place, of the arbitration is Portland, Oregon. Hearings will take place in Portland, Oregon, or by video conference if the arbitrator allows. The arbitrator must apply these Terms and applicable law, and will issue a written decision stating the essential findings and conclusions on which the award is based. The arbitrator may award any individual relief that a court could award, subject to sections 19 and 20 and this section, but may not award relief for or against anyone who is not a party. Each party will pay AAA fees as the AAA rules provide and will bear its own attorneys' fees and costs, unless the arbitrator awards them under applicable law or these Terms. However, for any Dispute in which your claims total US$25,000 or less, we will pay all AAA filing and administrative fees and the arbitrator's compensation, beyond the fee you would have paid to file your claim in the Washington County Circuit Court in Oregon, unless the arbitrator finds that your claim was frivolous or brought for an improper purpose. The arbitration, including any award, is confidential, except as needed to enforce the award or as the law requires. Judgment on the award may be entered in any court with jurisdiction. If the AAA is unable or unwilling to administer the arbitration, the parties will agree on a substitute, and if they cannot agree, a court may appoint an arbitrator under the Federal Arbitration Act.

22.5 Individual claims only. YOU AND WE MAY BRING CLAIMS AGAINST EACH OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not combine the claims of more than one customer, and may not preside over any class, collective, consolidated or representative proceeding. If a court finally decides that this section 22.5 cannot be enforced for a particular claim or request for relief, then that claim or request, and only that one, must be severed and decided in court under section 22.7, after the arbitration of all other claims is complete.

22.6 Exceptions. Either party may bring an individual claim in small claims court in Washington County, Oregon, if the claim qualifies and stays there. Either party may also ask a court for a temporary restraining order or a preliminary injunction to protect its intellectual property or Confidential Information, to protect Customer Data or PHI, or to protect the security of the Service, until the arbitrator can decide the request. The merits, any permanent relief and any damages must be decided in arbitration. Nothing in these Terms prevents anyone from filing a complaint with, or giving information to, a government agency, including the U.S. Department of Health and Human Services.

22.7 Courts. Any matter that these Terms allow to proceed in court, and any Dispute that a court decides is not subject to arbitration, must be brought only in the state courts located in Washington County, Oregon, or in the United States District Court for the District of Oregon. You and we consent to the personal jurisdiction of those courts and waive any objection to venue there. This section does not limit where a party may ask a court to compel arbitration or to confirm, enforce or challenge an arbitration award.

22.8 Jury trial waiver. TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE, INCLUDING ANY DISPUTE THAT PROCEEDS IN COURT.

22.9 Time limit for claims. To the fullest extent the law allows, a party must start an arbitration, or a court case where these Terms allow one, within one year after the party knew or reasonably should have known the facts giving rise to the claim, and in any case within three years after those facts occurred. Otherwise, the claim is permanently barred. This time limit is paused during the 30 days described in section 22.2.

22.10 Arbitration law. The Federal Arbitration Act governs the interpretation and enforcement of this section 22. If the Federal Arbitration Act does not apply, Oregon's Uniform Arbitration Act applies.

22.11 Changes to this section. If we change this section 22 after you have accepted it, the change does not apply to any claim that accrued, or any Dispute that either party knew about, before the change takes effect for you. Those claims and Disputes remain governed by this section as it read immediately before the change.

22.12 Severability and survival. If any part of this section 22 other than section 22.5 is found unenforceable, the rest of it remains in effect. This section survives the end of these Terms.

23. Governing Law

23.1 These Terms, the BAA and all Disputes are governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules, and by applicable federal law, including HIPAA. The Federal Arbitration Act governs section 22.

23.2 The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms, and neither does any law based on the Uniform Computer Information Transactions Act.

24. Notices and Electronic Communications

24.1 Notices to us. Send legal notices to us, including Dispute Notices and notices of breach or termination, by email to legal@dentalrefer.com. You may also send a copy by U.S. mail to Dentist Owners LLC, PO Box 2007, Beaverton, OR 97075. A notice to us takes effect when it is first received at any of those addresses, or at the address for notices in the BAA. Notices under the BAA may also be sent as the BAA describes. Do not include patient information in any notice.

24.2 Notices to you. We may give you notice by email to the email address of an Owner or another address on your account, in the Service, or by mail to your address on file. A notice by email takes effect when we send it, and a notice in the Service takes effect when we post it. You must keep your contact information current.

24.3 Consent to electronic communications. You agree that we may provide agreements, notices, disclosures, invoices, receipts and other communications electronically, by email or in the Service, and that they satisfy any legal requirement that they be in writing. To receive them, you need a current web browser and an email account. You may ask us for a paper copy of these Terms at any time, at no charge. Because we provide the Service only electronically, you may withdraw this consent only by closing your account.

24.4 Electronic signatures and records. Checking a box, clicking "I accept" or a similar button, or typing your name to sign the BAA in the Service is your electronic signature. It has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and Oregon's Uniform Electronic Transactions Act. Our electronic records of each acceptance and signature, which identify the version accepted and when it was accepted, are evidence of your agreement. You will not challenge the validity of these Terms or the BAA because they were accepted or signed electronically.

24.5 Messages we send you. We send service messages, such as verification codes, security alerts, referral notifications, billing notices and legal notices, as part of the Service. You cannot opt out of them while you have an account, although you can manage some notification types in the Notifications tab of Settings. We may also send you information about the Service, including product news and offers. You may opt out of promotional emails by using the unsubscribe link in them or by sending an email to unsubscribe@dentalrefer.com or optout@dentalrefer.com. We do not currently send text messages through the Service. If we add text messaging, we will tell you the terms that apply before it becomes available to you.

24.6 Faxes to your practice. By giving us a fax number for your practice, you expressly permit us to send faxes to that number about the Service. These include referrals and documents sent to you, notices about your account and its activation, and information about features of the Service. You may withdraw this permission at any time for faxes other than referrals and documents sent to you. To do so, call (503) 662-8088, any day and at any time, fax (888) 268-4785 or email optout@dentalrefer.com, and tell us the fax number to which your request relates. We will honor your request promptly, and in any case within 30 days.

25. Changes to These Terms

25.1 How we change these Terms. We may change these Terms. Each version has a version number and date, and the current version is always at dentalrefer.com/terms.

25.2 Material changes. A change is material if it reduces your rights or increases your obligations in a meaningful way. A change to section 8, 13, 19, 20, 21, 22, 23 or 25 is always material. Before we publish a material change in the Service, we will give you at least 30 days' notice of it by email to each of your Owners and Administrators. When we publish the new version, the Service will ask each User to review and accept it. A material change takes effect for you on the earlier of (a) the date an Owner or Administrator accepts the new version for you in the Service, and (b) the first time any of your Users uses the Service after the 30-day notice period has ended and we have published the new version. If you do not agree to a material change, an Owner or Administrator may close your account by notice to support@dentalrefer.com at any time before the change takes effect for you. The closure then takes effect when we receive the notice, the version in effect before the change continues to govern until then, and we will refund any fees you prepaid for the period after closure.

25.3 Other changes. A change that is not material takes effect for you on the earlier of (a) the date an Owner or Administrator accepts it for you in the Service, and (b) 10 days after we publish it. Where the law or a government authority requires a change, or where a change is needed to address a security risk, we may make it on shorter notice or without advance notice, whether or not it is material, and it takes effect when we publish it. If such a change is material, an Owner or Administrator may close your account by notice to support@dentalrefer.com within 30 days after we publish it. The closure then takes effect when we receive the notice, and we will refund any fees you prepaid for the period after closure. This section 25.3 never applies to a change to sections 19 to 23 or to section 25, which we make only under section 25.2.

25.4 The BAA changes only by signature. Changing these Terms does not change the BAA. A new version of the BAA takes effect for you only when an Owner or Administrator signs it, as section 8.2 describes.

25.5 Pending Disputes. Section 22.11 explains how a change affects Disputes.

25.6 Privacy Policy. Changes to our Privacy Policy take effect as the Privacy Policy describes. Sections 25.2 and 25.3 do not apply to them.

26. General Terms

26.1 United States only. The Service is offered only to organizations located in the United States and is intended for use in the United States. We do not represent that it is appropriate or available for use anywhere else.

26.2 Export and sanctions. You may not use, export or re-export the Service in violation of U.S. export-control or sanctions laws. You confirm that neither you nor any User is located in a country subject to a comprehensive U.S. embargo or is named on a U.S. government list of restricted parties.

26.3 Events beyond our control. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control. These include natural disasters, fires, floods, pandemics, war, terrorism, civil unrest, labor disputes, government action, denial-of-service and other cyberattacks, and failures of utilities, the internet, telephone or fax networks, hosting providers or other third-party services. This section does not excuse any obligation to pay fees, or any obligation under the BAA, including the obligations to maintain safeguards, to report Security Incidents and Breaches, and to return or destroy PHI. A cyberattack, or a failure of one of our subprocessors, is an event beyond our reasonable control only to the extent that the safeguards required by the BAA and HIPAA would not have prevented it.

26.4 Assignment. You may not assign or transfer these Terms or the BAA, by operation of law or otherwise, without our prior written consent. We will not unreasonably withhold consent to a transfer to a successor that acquires your practice and accepts these Terms and the BAA. We may assign these Terms and the BAA together, without your consent, to a successor to the Service, including an affiliate that takes over the Service, that agrees in writing to be bound by both, in connection with a merger, acquisition, reorganization or sale of all or part of our business or assets, by giving you notice. We will not assign these Terms without the BAA, or the BAA without these Terms. Any attempted assignment that does not follow this section is void. These Terms bind and benefit the parties' permitted successors and assigns.

26.5 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment or fiduciary relationship.

26.6 No third-party beneficiaries. These Terms do not give any right or remedy to anyone other than you and us, except that the Dental Refer Parties may rely on and enforce sections 4.6, 20 and 22, and the Indemnified Parties may rely on and enforce section 21.

26.7 Entire agreement and order of precedence. These Terms, together with the BAA and the policies and pages they refer to, are the entire agreement between you and us about the Service. They replace all earlier versions of these Terms and all earlier or contemporaneous understandings about the Service. Every earlier version of these Terms was made with Dentist Owners LLC, which operates Dental Refer. If there is a conflict, this order applies: first, the BAA, for matters concerning PHI; second, these Terms; and third, our policies and the other pages these Terms refer to, except that the Privacy Policy controls how changes to it take effect. A separate written agreement signed by authorized representatives of both parties controls over these Terms only to the extent that it expressly says so. Terms in any purchase order or other document you send us have no effect.

26.8 Severability. If a court or arbitrator finds any provision of these Terms unenforceable, that provision will be enforced to the maximum extent allowed, and the rest of these Terms will remain in effect. Section 22.5 explains what happens if it is found unenforceable.

26.9 No waiver. A failure or delay in enforcing any provision is not a waiver of it. A waiver is effective only if it is in writing and signed by the party giving it.

26.10 Survival. Sections 2, 4, 6.6, 8 (for as long as the BAA continues), 9.5, 10, 13 (for amounts owed), 14, 15, 18.6 to 18.8, 19, 20, 21, 22, 23, 24 and 26 survive the end of these Terms, as does any other provision that by its nature should survive.

26.11 Interpretation. Headings are for convenience only and do not affect meaning. "Including" means "including without limitation." "Days" means calendar days. The singular includes the plural. These Terms will not be read against either party because that party drafted them. If these Terms are translated, the English version controls.

27. Contact Us

Dentist Owners LLC, doing business as Dental Refer

PO Box 2007, Beaverton, OR 97075

Phone: (503) 662-8088

Fax: (888) 268-4785

Legal notices and questions about these Terms: legal@dentalrefer.com

Support: support@dentalrefer.com

Security reports: security@dentalrefer.com

Privacy questions: privacy@dentalrefer.com

Fax opt-out requests: optout@dentalrefer.com

Promotional email opt-out requests: unsubscribe@dentalrefer.com or optout@dentalrefer.com

Our HIPAA Privacy Officer and Security Officer is Merat Ostovar.

Please never include patient information in an email to us.

See also our Privacy Policy and HIPAA posture.