Terms of Service

1. Acceptance of Terms

Vemi provides an online software platform that enables dental providers and dental practices to manage appointments, communications, scheduling, patient information, administrative functions, and other practice management services (the “Services”).

By creating an account, accessing, or using the Services, you agree to be bound by these Terms of Use, which may be updated from time to time with or without prior notice. If you use any specific services offered through the platform, you may also be subject to additional rules, policies, or guidelines applicable to those services, which are incorporated into these Terms of Use by reference. Please review our Privacy Policy, which is incorporated into these Terms of Use by reference. Any Business Associate Agreement (“BAA”) or any other agreement that you have with Vemi is hereby incorporated into these Terms of Use by reference.

2. Services Provided

Vemi provides an online website, software platform, and related services that offer information regarding Vemi’s products and services and, for authorized users, practice management, scheduling, communication, automation, reporting, and other administrative functions designed to assist dental providers and dental practices in managing their operations. Users means any person who accesses or uses the Services. Where applicable, Providers refers to dental providers or dental practices utilizing the Services.

Certain portions of the Services may be accessible without registration. Access to certain features and functionality requires creation of an account.

Vemi is a technology provider only and does not provide dental care, medical advice, diagnosis, treatment, billing services, insurance services, legal services, or professional healthcare services. Providers retains sole responsibility for all professional, clinical, operational, and business decisions relating to its practice and patients.

3. License Grant

Subject to these Terms, Vemi grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for Provider’s internal business purposes and in accordance with these Terms. Except for the limited rights expressly granted herein, Vemi reserves all rights, title, and interest in and to the Services.

4. Registration and Account Security

Access to certain Services requires creation of an account. Providers agree to provide accurate, current, and complete registration information and to maintain and promptly update such information as necessary. Providers are responsible for maintaining the confidentiality of all usernames, passwords, and account credentials associated with the Services. Providers are responsible for all activities occurring under its account, whether authorized by Providers or not. Providers shall promptly notify Vemi of any unauthorized access, security breach, or misuse of its account.

Providers may authorize employees, contractors, and other personnel (“Authorized Users”) to access the Services. Providers remains fully responsible for the actions and omissions of all Authorized Users.

5. Provider Responsibilities

Providers are solely responsible for:

• Patient care and treatment decisions;
• Appointment acceptance, modification, and cancellation;
• Communications with patients;
• Maintenance of patient records;
• Billing and collection activities;
• Compliance with applicable federal, state, and local laws;
• Compliance with professional licensing requirements;
• Compliance with privacy and healthcare regulations.
• Responding to patient requests relating to access, correction, deletion, portability, or other privacy rights under applicable law.

Nothing within the Services shall replace Provider’s professional judgment.

6. Conduct and Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms.

When using the Services, you agree not to:

• Violate any applicable law, regulation, or third-party right;
• Use the Services in any manner that could interfere with, disrupt, damage, or impair the Services or any user’s access to the Services;
• Attempt to gain unauthorized access to any account, system, network, or data;
• Share account credentials with unauthorized persons or permit unauthorized access to the Services;
• Upload, transmit, or distribute malicious code, viruses, malware, or other harmful technology;
• Collect, scrape, harvest, or otherwise extract information from the Services without Vemi’s prior written consent;
• Use the Services to transmit unlawful, fraudulent, defamatory, threatening, harassing, or otherwise objectionable content;
• Impersonate any person or entity or misrepresent your identity or affiliation;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or operation of the Services except as expressly permitted by law;
• Use the Services in any manner not expressly authorized by Vemi.

Vemi reserves the right to investigate suspected violations of this Section and may suspend or terminate access to the Services for violations of these Terms.

7. Privacy Policy

Any information collected through the Services is subject to Vemi’s Privacy Policy. Providers represent and warrant that they have obtained all rights, permissions, authorizations, and consents necessary to permit the collection, use, disclosure, transmission, and processing of information submitted through the Services. Providers acknowledges that Vemi may process patient, provider, scheduling, financial, insurance, and other information as necessary to provide the Services.

8. HIPAA and Regulatory Compliance

Providers are solely responsible for compliance with all laws, regulations, licensing requirements, and professional obligations applicable to its practice. To the extent the Services involve the creation, receipt, maintenance, transmission, or processing of protected health information on behalf of Provider, the parties may enter into a separate Business Associate Agreement (“BAA”). In the event of any conflict between these Terms and an executed BAA, the BAA shall control with respect to protected health information and HIPAA-related obligations. Nothing in these Terms shall be interpreted as transferring a Provider’s legal or regulatory obligations to Vemi.

9. Confidentiality

During the course of using the Services, either party may receive confidential or proprietary information of the other party, including business information, technical information, patient information, financial information, software, trade secrets, and other non-public information (“Confidential Information”). Each party agrees to use Confidential Information solely for purposes related to the Services and to exercise reasonable care to prevent unauthorized disclosure of such information.

Confidential Information shall not include information that:

• becomes publicly available through no fault of the receiving party;
• was lawfully known by the receiving party before disclosure;
• is independently developed without use of the Confidential Information; or
• is lawfully obtained from a third party without restriction.

A party may disclose Confidential Information when required by law, regulation, court order, or governmental request, provided reasonable notice is given when legally permitted.

10. Provider Data

Providers retain ownership of all patient information, records, communications, scheduling information, and other data submitted to the Services by or on behalf of Providers (“Provider Data”). Providers grant Vemi a non-exclusive license to use, host, store, transmit, reproduce, and process Provider Data solely as necessary to provide, maintain, secure, improve, and support the Services. Vemi may create and use aggregated, anonymized, or deidentified information derived from Provider Data for analytics, reporting, system improvement, research, and development purposes, provided such information does not identify a Provider or any patient.

11. Security

Providers are responsible for maintaining reasonable security measures to protect account credentials and systems used to access the Services. Providers shall promptly notify Vemi of any known or suspected unauthorized access, security incident, or compromise involving the Services or Provider’s account.

Vemi shall implement reasonable security measures designed to protect the integrity, security, and availability of the Services and may suspend or restrict access where reasonably necessary to investigate, prevent, or address security concerns. In the event Vemi becomes aware of a security incident involving Provider Data, Vemi will provide notice as required by applicable law and any applicable Business Associate Agreement.

12. Third-Party Services

The Services may incorporate, integrate with, rely upon, or provide access to third-party software, products, services, websites, content, data sources, or service providers (“Third-Party Services”). Providers may also elect to connect or utilize Third-Party Services in conjunction with the Services. Vemi does not own or control any such Third-Party Services and is not responsible for their availability, functionality, accuracy, security, content, performance, or practices. Providers’ use of any Third-Party Services may be subject to separate terms, conditions, and privacy policies imposed by the applicable third party. Vemi shall not be liable for any interruption, delay, failure, loss, damage, or claim arising from or relating to any Third-Party Services.

13. Availability of Services

Vemi may perform maintenance, updates, upgrades, modifications, patches, or other changes to the Services from time to time. The Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, security measures, technical issues, failures of Third-Party Services, internet disruptions, force majeure events, or circumstances beyond Vemi’s reasonable control. Vemi does not guarantee uninterrupted, error-free, or continuous availability of the Services. Vemi shall not be liable for any loss, delay, interruption, unavailability, corruption of data, or inability to access the Services resulting from maintenance, technical issues, Third-Party Services, or circumstances beyond Vemi’s reasonable control.

14. Artificial Intelligence

Certain features of the Services may utilize automated systems, including artificial intelligence and machine learning technologies, to assist with scheduling, communications, documentation, administrative functions, and other operational activities. Any information generated by such systems is provided for informational and administrative purposes only and may be incomplete, inaccurate, delayed, or unavailable. Providers remains solely responsible for reviewing, validating, and independently verifying all information generated by automated systems before relying upon such information.

Vemi does not guarantee the accuracy, reliability, or completeness of automated output. Automated systems are not a substitute for Provider’s professional judgment. The Services do not provide dental advice, diagnosis, treatment recommendations, or clinical decision-making.

15. Relationship of Parties

Vemi and Providers are independent contracting parties. Nothing contained in these Terms shall create any partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, franchise relationship, or other similar relationship between the parties. Neither party has authority to bind the other.

16. Electronic Communications

Providers consent to receive communications, notices, disclosures, and other information electronically from Vemi. Such communications may be provided by email, through the Services, or by other electronic means and shall satisfy any legal requirement that such communications be in writing.

17. Disclaimer of Warranties

The Services are provided “AS IS” and “AS AVAILABLE” without warranties of any kind, whether express or implied. Provider’s use of the Services is at its own risk. Vemi disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, security, and accuracy. Vemi does not guarantee that the Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

18. Limitation of Liability

To the fullest extent permitted by law, Vemi shall not be liable for any patient claims, treatment decisions, professional liability claims, malpractice claims, regulatory actions, loss of data, loss of profits, loss of business opportunities, business interruption, or other indirect, incidental, special, consequential, or exemplary damages.

19. Indemnification

Providers agree to defend, indemnify, and hold harmless Vemi and its officers, employees, agents, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of a:

• Provider’s dental services or patient care;
• Provider’s violation of applicable law;
• Provider’s breach warranty, covenant, or representation under these Terms;
• Provider’s negligence, misconduct, or professional liability;
• Claims brought by patients, governmental agencies, insurers, or third parties relating to Provider’s services or Provider Data.

20. Reservation of Rights

Vemi reserves all rights, including all intellectual property rights, related to the Services and platform. Except as expressly permitted under these Terms, Providers may not copy, distribute, modify, reverse engineer, scrape, extract, publish, license, sublicense, or otherwise exploit any portion of the Services without Vemi’s prior written consent. All graphics, logos, software, service names, trademarks, and content associated with the Services remain the property of Vemi or its licensors.

21. Termination

Vemi may modify, suspend, or discontinue the Services at any time. Vemi may suspend or terminate a Provider’s access to the Services for violation of these Terms, nonpayment of fees, security concerns, legal compliance requirements, or any other reasonable business purpose. Upon termination, the Provider’s right to access the Services shall immediately cease. Sections relating to intellectual property, confidentiality, indemnification, limitation of liability, governing law, and any provisions intended to survive termination shall remain in effect.

22. Notification of Copyright Infringement

If you believe your intellectual property rights have been violated, please contact Vemi at info@vemi.ai.

23. Governing Law

These Terms shall be governed by the laws applicable at Vemi’s principal place of business. Providers consent to the jurisdiction and venue of the courts located within that jurisdiction.

24. SMS Terms of Service

By providing your mobile phone number and opting in to receive SMS communications from Vemi Inc., you agree to the following terms:

• SMS Program: You consent to receive SMS messages related to appointment confirmations and reminders, demo scheduling, customer support, account notifications, service updates, product announcements, and promotional or marketing communications (where applicable).
• Message Frequency: Message frequency may vary depending on your interactions with Vemi Inc. and the services you request.
• Voluntary Consent: Providing consent to receive SMS messages is voluntary and is not a condition of purchasing any product or service.
• Opt-Out Instructions: You may opt out of receiving SMS messages at any time by replying STOP to any message. You will receive a confirmation message, and no further SMS messages will be sent unless you opt in again.
• Help & Support: For assistance, reply HELP to any SMS message or contact us at info@vemi.ai.
• Message & Data Rates: Message and data rates may apply. Charges are determined by your mobile carrier and service plan.
• Carrier Liability: Wireless carriers are not responsible for delayed or undelivered SMS messages.
• Eligibility: Our SMS messaging service is intended for individuals who are 18 years of age or older. By opting in, you confirm that you meet this requirement or have permission from a parent or legal guardian.
• Privacy: Information collected through our SMS program is handled in accordance with our Privacy Policy. Please review our Privacy Policy at https://vemi.aiprivacy-policy/.
• Consent & Updates: By opting in, you authorize Vemi Inc. to send SMS messages to the mobile number you provide. We may update these SMS Terms of Service occasionally, and continued participation in our SMS program constitutes acceptance of any updated terms.

25. Miscellaneous

• If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Failure to enforce any provision of these Terms shall not constitute a waiver of that provision.
• Vemi may update these Terms from time to time. Continued use of the Services constitutes acceptance of any updated Terms.
• Any claim arising out of or relating to the Services must be brought within one (1) year after the claim arises.
• Vemi may assign its rights and obligations under these Terms without restriction.