Terms of Service

Updated August 23, 2024

TERMS OF SERVICE

SOFTWARE SUBSCRIPTION AGREEMENT

These Terms of Service, Software Subscription Agreement and the “Order” constitute the “Agreement”. The Agreement and these Terms are effective between Customer and Alta Voice (“Alta”) as of the “Subscription Start Date” or other effective date identified in the Order (the “Effective Date”). The person accepting the Order and these Terms on behalf of Customer represents that they are Authorized Customer Personnel and has the authority to bind Customer to these Terms.

THESE TERMS GOVERN THE LICENSE AND USE OF THE SOFTWARE AND SUBSCRIPTION SERVICE OFFERED BY ALTA VOICE, INC. BY ACCEPTING THE ORDER AND THESE TERMS, YOU ARE ENTERING INTO A BINDING AGREEMENT AND ACCEPT THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT ACCEPT THE ORDER.

RECITALS

  • A. Alta Voice, Inc. specializes in Voice AI solutions for dental applications, focusing on helping to create more efficiency and patient care in the practice. The Alta Voice Software is available for download on Alta’s Website as a subscription service, together with other content and materials provided by Alta Voice on the Website or otherwise.
  • B. Customer desires to subscribe to access the Software, and Alta desires to provide such access to Customer, subject to the terms and conditions of this Agreement.

In consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Alta Voice and Customer agree as follows:

AGREEMENTS

1. Definitions

  • (a) “Confidential Information” means the Software, Customer Data, either party’s non-public business and technology information, trade secrets, Alta’s pricing, any written materials marked as confidential and any other information which is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party reasonably should understand to be confidential.
  • (b) “Customer Data” means all electronic data or information input by Customer and Users into the Software, including Customer’s data contained in Software reports, financial data, and Personal Data.
  • (c) “Documentation” means Alta’s user instructions, help materials, and/or user manual (if applicable) for the Software, whether in electronic, printed or other form, as updated by Alta from time to time.
  • (d) “Feedback” means any suggestions, enhancement requests, improvements, complaints, or other feedback from Customer or Users relating to the Software or Alta’s Services.
  • (e) “Malicious Code” means any virus, worm, trap door, back door, snoopware, spyware, malicious logic, Trojan horse, time bomb or other malicious software functionality that would intentionally erase or render the Software unusable or intentionally interfere with the use of the Software or a User’s computer system or software.
  • (f) “Personal Data” means information that identifies a particular individual, such as name, birthdate, address, telephone number, e-mail address, government-issued identification numbers; passwords, credit and debit card numbers, financial account numbers and security codes; biometric data, and personal health information.
  • (g) “Services” means technical support, Software maintenance, consulting, training, professional services, and other services offered by Alta to its customers as part of or in connection with the Software, including services for which Alta may charge a separate fee.
  • (h) “Software” means Alta’s software provided as a subscription service and any associated online or downloadable software or components, as may be more specifically described in the Order, including Documentation and Updates.
  • (i) “Term” means the Initial Term of this Agreement together with any and all Renewal Terms, as those terms are defined in Section 6(a).
  • (j) “Third-Party Software” means any third-party applications and software, whether open source or proprietary, that are owned by entities or individuals other than Alta and that may be incorporated into or interoperate with the Software.
  • (k) “Updates” means updates, upgrades, patches, improvements, enhancements, bug fixes, additional features, and other modifications to the Software.
  • (l) “Users” means individuals who subscribe to the software and/or individual employees and personnel of Customer who are authorized by Customer to use the Software.
  • (m) “Website” means the applicable Alta website or web portal for Customer, where the Software will be accessed or downloaded by Customer and its Users via a Customer login, and/or other web pages designated by Alta where resources and Services related to the Software are provided by Alta.

2. Grant of Rights

Alta grants Customer a non-exclusive, non-transferable right to access and use the Software during the Term, and solely for use by Customer’s authorized Users…

3. Customer Responsibilities

(a) Account Security and Limitations. Customer acknowledges and agrees that it is responsible for managing its organization’s security environment…

4. Ownership

  • (a) Alta Ownership. Alta owns and retains all right, title and interest in and to the Software…

5. Fees

  • (a) Fees. Customer’s fees for access to the Software and for other services are set forth in the Order…

6. Term and Termination; Suspension

  • (a) Term. This Agreement will commence on the Effective Date…

7. Confidential Information

The receiving party of Confidential Information (i) shall not disclose Confidential Information…

8. Personal Data and PHI

  • (a) Reasonable Safeguards. Each party will collect and maintain all Personal Data…

9. Customer’s Warranties

Customer represents and warrants to Alta…

10. Alta Warranties and Disclaimers

Alta warrants to Customer as follows…

11. Indemnification

(a) Mutual Indemnity. Each party shall defend or settle…

12. Limitations of Liability

IN NO EVENT SHALL ALTA BE LIABLE FOR LOST PROFITS…

13. Publicity

Any press releases or other public statement regarding this Agreement may be made…

14. Assignment

Neither party may assign or transfer this Agreement…

15. General

  • (a) Entire Agreement; Amendment. This Agreement, including the Order…
  • (b) No Waiver. Any waiver by either party…
  • (c) Choice of Law and Jurisdiction. This Agreement shall be construed in accordance…
  • (d) Attorneys’ Fees. In the event of any breach…
  • (e) Severability. If any provision of this Agreement is deemed invalid…
  • (f) Export Compliance. Customer may not use, export…
  • (g) Notices. All notices required under this Agreement will be in writing…
  • (h) Independent Contractors. The parties are independent contractors…
  • (i) Injunctive Relief. Each party acknowledges…
  • (j) Force Majeure. A party shall be excused from delays…
  • (k) Non-Solicitation. During the term of this Agreement…
  • (l) Electronic Signatures and Delivery; Signature Authority. This Agreement…