Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the websites, products, and services of Molaris AI (“Molaris AI,” “we,” “us,” or “our”), including the Clear Path operations platform and Orovia (collectively, the “Services”).

Where you access the Services under a separate written agreement (for example, a Master Services Agreement or Order Form) between your organization and Molaris AI (a “Master Agreement”), that Master Agreement governs and controls over these Terms in the event of a conflict. Otherwise, by accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

• “Customer” means the organization that subscribes to the Services.
• “User” means an individual authorized by Customer to use the Services.
• “Customer Data” means data, including case and clinical data, that Customer or its Users submit to the Services.
• “Output” means results, analyses, and recommendations generated by the Services from Customer Data.

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for business and professional use.

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You agree to use strong authentication, to keep credentials secure, and to notify us promptly at security@molaris.ai of any unauthorized use or suspected compromise.

The Services provide software for dental operations and analysis, including workflow and case management and AI-assisted processing of dental case data. We may modify, enhance, or discontinue features from time to time. We will use commercially reasonable efforts to avoid materially degrading core functionality during an active subscription term.

As between the parties, Customer retains all right, title, and interest in and to Customer Data and, subject to these Terms and any Master Agreement, owns the Output generated from its Customer Data.

Customer grants Molaris AI a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services, and as otherwise permitted in our Privacy Policy and any applicable Data Processing Agreement or Business Associate Agreement.

Customer represents and warrants that it has all rights, consents, and authorizations necessary to submit Customer Data to the Services and to authorize the processing described in these Terms.

Subject to these Terms, Molaris AI grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term for its internal business purposes. You may not:

• Copy, modify, or create derivative works of the Services
• Reverse engineer or attempt to derive source code, except as permitted by law
• Resell, sublicense, or provide the Services to third parties as a service bureau
• Circumvent usage limits, security, or access controls
• Use the Services to build a competing product

You agree not to use the Services to:

• Violate any law or the rights of others
• Upload malicious code or interfere with the integrity of the Services
• Attempt unauthorized access to systems, data, or accounts
• Submit data you are not authorized to submit
• Engage in excessive automated requests that degrade the Services for others

We may suspend access to address a material security risk, legal requirement, or violation of this section, and will endeavor to provide notice where practicable.

The Services are decision-support and productivity tools intended for use by qualified dental and laboratory professionals. The Services and any Output do not constitute medical or dental advice, diagnosis, or treatment, and are not a substitute for professional judgment.

The licensed professional is solely responsible for reviewing Output, for all clinical, diagnostic, and treatment decisions, and for compliance with applicable standards of care and law. Unless expressly stated in writing, the Services are not represented or certified as a regulated medical device, and no such regulatory clearance should be inferred.

Molaris AI and its licensors own all right, title, and interest in and to the Services, including all software, models, and related intellectual property, excluding Customer Data. No rights are granted except as expressly set out in these Terms.

If you provide feedback or suggestions, you grant Molaris AI a perpetual, irrevocable, royalty-free license to use them to improve the Services without restriction or obligation to you.

The Services may interoperate with third-party products and services. We are not responsible for third-party products, and your use of them is governed by their terms. We do not warrant and are not liable for third-party products or for the availability of integrations we do not control.

Fees, billing frequency, and payment terms are as set out in the applicable Order Form or Master Agreement. Unless otherwise stated, fees are non-refundable, due as invoiced, and exclusive of taxes, which are your responsibility (other than taxes on our net income). Late amounts may accrue interest and result in suspension after reasonable notice.

Each party may access the other’s confidential information in connection with the Services. The receiving party will use the disclosing party’s confidential information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to representatives with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party.

Our processing of personal and clinical data is described in our Privacy Policy. For Customers subject to HIPAA, we will enter into a Business Associate Agreement. For Customers subject to the GDPR or comparable laws, we will enter into a Data Processing Agreement. These agreements are incorporated into the parties’ agreement by reference where executed.

We use commercially reasonable efforts to make the Services available and to provide support as described in the applicable Order Form or service level terms. Availability commitments, if any, and support scope, response targets, and any credits are governed by those terms. The Services may be temporarily unavailable for maintenance, updates, or circumstances beyond our reasonable control.

Except as expressly stated in a Master Agreement, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, Molaris AI disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Services will be uninterrupted, error-free, or that Output will be accurate or complete.

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to these Terms, even if advised of the possibility. Except for liabilities that cannot be limited by law, each party’s aggregate liability arising out of or related to these Terms will not exceed the amounts paid or payable by Customer for the Services in the twelve months preceding the event giving rise to the claim.

Customer will defend and indemnify Molaris AI against third-party claims arising from Customer Data or Customer’s use of the Services in violation of these Terms or applicable law. Molaris AI will defend and indemnify Customer against third-party claims that the Services, as provided and used in accordance with these Terms, infringe that third party’s intellectual property rights, subject to the limitations and procedures set out in any Master Agreement.

These Terms apply while you use the Services or for the subscription term in the applicable Order Form. Either party may terminate for the other’s material breach that remains uncured 30 days after written notice. We may suspend or terminate access immediately for a material security risk or unlawful use. Provisions that by their nature should survive termination will survive.

Following termination, and on request made within the period specified in the applicable agreement, we will make Customer Data available for export in a commercially reasonable format. After that period, we will delete or anonymize Customer Data in accordance with our retention practices and legal obligations, except for copies required by law or retained in routine backups pending deletion.

Each party will comply with laws applicable to its performance, including data protection, healthcare, export control, and anti-corruption laws. You represent that you are not subject to sanctions that would prohibit use of the Services and that you will not use the Services in violation of applicable export or sanctions laws.

We may update these Terms from time to time. For material changes, we will provide reasonable notice by posting an updated version with a new “Last Updated” date and, where appropriate, by email or in-product notice. Changes take effect when posted unless otherwise stated. Your continued use of the Services after changes take effect constitutes acceptance.

These Terms are governed by the laws of the jurisdiction in which Molaris AI is established, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.

Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility failures, or actions of third-party providers or governmental authorities.

• Entire agreement: These Terms, together with any Master Agreement, Order Form, DPA, or BAA, are the entire agreement regarding the Services.
• Assignment: You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets. We may assign to an affiliate or successor.
• Severability: If a provision is unenforceable, the remainder stays in effect.
• Waiver: Failure to enforce a provision is not a waiver.
• Notices: Legal notices to Molaris AI should be sent to the contact below.
• Relationship: The parties are independent contractors.

Molaris AI
Attn: Legal
Email: legal@molaris.ai