Terms of Service
These Terms of Service ("Terms") are an agreement between Software Solution LA ("we", "us") and the dental practice, group or hospital that subscribes to Dentrova (the "Customer", "you"). By creating an account, starting a trial or using the Service, the person accepting confirms that they are authorized to bind the Customer. The Business Associate Agreement, the Acceptable Use Policy and any order form you sign are part of these Terms. If an order form conflicts with these Terms, the order form wins; if anything conflicts with the BAA on the handling of PHI, the BAA wins.
1. The Service
Dentrova is a cloud practice management system: practice website and online booking, patient portal, scheduling and front desk, clinical charting, insurance eligibility, claims and remittance, billing and reports, and — depending on the plan — multi-location, HR and payroll, procurement and inventory, pharmacy, laboratory and in-patient modules. Each Customer receives its own environment at its own web address. We may improve and change the Service; we will not remove a core feature of your plan during a paid term without at least 60 days' notice.
2. Accounts and users
- The Service is for licensed healthcare providers and their workforce in the United States. You must give accurate registration and billing information and keep it current.
- You choose who may use the Service and with what role. Each person must have their own login; logins may not be shared. You are responsible for your Users' actions and for removing access promptly when someone leaves.
- Administrators must use two-step verification. You must keep credentials confidential and tell us at once at security@softwaresolutionla.com if you suspect unauthorized access.
3. Free trial
New Customers may use the Service free for the trial period shown at sign-up (normally 14 days). During the trial, insurance and claim transactions run in test mode until you connect your own clearinghouse account. If you do not subscribe before the trial ends, the account is suspended; your data is kept for 90 days so you can subscribe or export it, then it is destroyed.
4. Subscription, fees and payment
- Plans. Fees depend on the plan, billing cycle and number of locations, plus any add-ons (for example additional providers or locations), as shown on our pricing page or your order form. Plan limits (providers, locations, staff logins) are enforced in the Service.
- Term. Every subscription has a minimum term of 12 months that begins when the 14-day free trial ends, and renews for successive 12-month terms unless either party cancels before the renewal date. If you cancel during a term, the cancellation takes effect at the end of that term and the fees for the remainder of the term remain payable. Cancelling during the free trial ends the subscription immediately with no charge.
- Billing. When the trial ends we charge the annual platform fee for the term and the first monthly fee; monthly fees are then charged in advance each month, and the annual platform fee on each term anniversary. Upgrades take effect immediately and are prorated; downgrades take effect at the next renewal.
- ACH authorization. You pay by ACH debit from a business bank account you connect through our payment processor (Stripe). By connecting the account you authorize us and our payment processor to debit it for the amounts and on the dates described above, under the Nacha Operating Rules. You may revoke this authorization by cancelling, with at least 3 business days' notice before a scheduled debit; revoking does not cancel fees already owed for the term. We will give you at least 10 days' notice of any change to the amount or timing of debits other than as described here. A returned or failed debit may be retried and may incur the processor's return fee.
- Taxes. Fees exclude taxes; you pay any applicable sales, use or similar taxes other than taxes on our income.
- Late payment. If a payment fails we will tell you and retry. If it remains unpaid for 14 days we may suspend the Service (staff can still sign in to update billing and export data). We will not delete data because of late payment before the retention period in Section 10.
- Clearinghouse advance. Clearinghouse transactions (eligibility, claims, remittance) run through our account with our clearinghouse and are billed to you at the rates on our pricing page. On the day your trial ends, and on the 1st of each month, we debit an advance equal to your estimated monthly claims multiplied by those rates, plus any shortfall. On the 1st of each month we refund any unused balance to the account debited. If 25% or less of the advance remains during a month, we debit another advance. We email you the amount of each debit and refund. You must tell us if your estimate changes.
- Other third-party charges. Text-message fees and similar usage charges from services you connect are billed by those providers to you, unless your order form says otherwise.
- Price changes. We may change prices for a future renewal term with at least 30 days' notice.
- Refunds. Fees are non-refundable except where these Terms or the law say otherwise, or if we terminate for convenience, in which case we refund prepaid fees for the unused period.
5. HIPAA and your responsibilities as a covered entity
- We act as your business associate under the BAA, which you accept together with these Terms. We will not store PHI for you before the BAA is accepted.
- You remain responsible for your own obligations under HIPAA and state law, including your Notice of Privacy Practices, patient authorizations and consents, responding to patient requests for access or amendment, the minimum necessary standard for your workforce, your own risk analysis, and workforce training.
- You decide which features to switch on (for example collecting Social Security numbers, text messages or email to patients) and are responsible for confirming each is appropriate for your practice and patients.
- You are responsible for the accuracy of what you submit to payers, including procedure codes, fees, provider identifiers and claim content. You must hold your own current licence to the ADA's CDT code set.
6. Clinical and professional judgment
The Service is a record-keeping, scheduling and billing tool. It does not provide medical or dental advice, diagnosis or treatment, and suggestions it shows (for example diagnosis codes, eligibility results or OCR-extracted text) must be reviewed by a qualified person. All clinical and billing decisions remain yours.
7. Connected services
The Service connects to services you choose, such as your insurance clearinghouse, payers, laboratories, imaging devices, email and text-message providers. Your use of them is governed by your agreements with those providers; where they will handle PHI you must have your own BAA with them (for example with your clearinghouse). We are not responsible for their availability or for the decisions of payers.
8. Your data
- Ownership. You own Customer Data. You give us a limited licence to host, process and transmit it only to provide and support the Service, as the BAA allows.
- Export. You can export your data at any time in standard formats (CSV, PDF and the original uploaded files), and patients' records can be exported individually for access requests.
- Aggregate information. We may use information about how the Service is used (for example counts of features used or system performance) that does not identify any patient, User or Customer, to operate and improve the Service. We never use PHI for this unless it has been de-identified in accordance with 45 CFR 164.514 and the BAA permits it.
9. Availability and support
We aim for 99.9% monthly availability of the Service, excluding scheduled maintenance announced at least 48 hours ahead (normally outside U.S. business hours) and events outside our reasonable control. Support is available by email during business days; Hospital & Enterprise plans include priority support. Service credits, if any, are set out in your order form.
10. Term, cancellation and termination
- You may cancel at any time in Subscription & Billing; cancellation takes effect at the end of the current paid period.
- Either party may terminate for material breach not cured within 30 days of written notice. We may suspend immediately if needed to prevent harm to the Service, to other Customers or to patients, or if required by law, and will restore access as soon as the cause is resolved.
- After the subscription ends, you have 90 days of read-only access to export your data. We then destroy your database, files and encryption key and confirm this to you in writing on request, as the BAA requires.
- Sections on fees owed, data, confidentiality, disclaimers, liability and governing law survive termination.
11. Our intellectual property
We own the Service, its software and documentation. You receive a non-exclusive, non-transferable right to use it for your practice during the subscription. You may not copy, resell, reverse engineer or build a competing product from the Service, or remove proprietary notices. If you send us feedback we may use it without obligation.
12. Confidentiality
Each party will protect the other's non-public business information with reasonable care and use it only for this agreement. PHI is governed by the BAA.
13. Warranties and disclaimers
We warrant that we will provide the Service with reasonable skill and care and in line with the documentation and the BAA. Except as stated in these Terms, the Service is provided "as is", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the extent the law allows. We do not warrant that payers will accept or pay any claim.
14. Limitation of liability
Except for your payment obligations, a party's indemnity obligations, or a party's gross negligence or willful misconduct: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue; and (b) each party's total liability under this agreement is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim. Your order form may set a separate, higher cap for breaches of the BAA.
15. Indemnities
We will defend you against third-party claims that the Service infringes their intellectual property rights and pay resulting damages, provided you notify us promptly and let us control the defence. You will defend us against third-party claims arising from Customer Data you had no right to provide, or from your use of the Service in violation of law or the Acceptable Use Policy.
16. General
- Governing law. These Terms are governed by the laws of the State of Arizona and applicable U.S. federal law, without regard to conflict-of-law rules. The courts in Maricopa County, Arizona have exclusive jurisdiction, except that either party may seek urgent injunctive relief anywhere.
- Changes. We may update these Terms by posting a new version with an effective date and emailing Customers at least 30 days before material changes take effect. Continued use after that date is acceptance; if you do not agree, you may cancel before the change takes effect.
- Notices. We send notices to the account owner's email. Send legal notices to Software Solution LA, Arizona, USA, with a copy to support@softwaresolutionla.com.
- Assignment. Neither party may assign this agreement without consent, except to a successor in a merger or sale of substantially all of its business that assumes it in writing.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
- Entire agreement. These Terms, the BAA, the Acceptable Use Policy and any order form are the entire agreement on this subject. If a provision is unenforceable, the rest remains in effect. A waiver must be in writing.