Terms of Service (United States)

SMADIDESK TERMS OF SERVICE (UNITED STATES)

Version: 2026-09-25
Last updated: September 25, 2026

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING INDIVIDUAL ARBITRATION AGREEMENT (SECTION 14), A CLASS ACTION WAIVER (SECTION 14.4), AND A JURY TRIAL WAIVER (SECTION 14.5). THEY LIMIT OUR LIABILITY (SECTION 12) AND REQUIRE YOU TO INDEMNIFY US (SECTION 13). THE SERVICE USES ARTIFICIAL INTELLIGENCE AND IS NOT AN EMERGENCY SERVICE (SECTION 3.4).

1. THE AGREEMENT; PARTIES; BUSINESS USE ONLY

1.1 Parties. These Terms of Service (the "Terms") are a binding agreement between SimplyRoots Limited, a company registered in England and Wales (company no. 10404398) with registered office at 14 Hill Top, London, NW11 6EE, United Kingdom, trading as SmadiDesk ("SmadiDesk," "we," "us," or "our"), and the dental practice or other business entity that registers for or uses the Service (the "Practice," "you," or "your").

1.2 Business use only. The Service is offered solely to businesses for business purposes. You represent that you are entering into these Terms on behalf of a business, not as a consumer, and not for personal, family, or household purposes. Consumer-protection statutes applicable only to consumer transactions do not apply to these Terms to the fullest extent such statutes permit parties to so agree.

1.3 Acceptance and authority. By clicking to accept, creating an account, or using the Service, you accept these Terms. The individual accepting represents that they are at least 18 years old and have full authority to bind the Practice. If you do not have that authority or do not agree, do not use the Service.

1.4 Agreement structure and order of precedence. The "Agreement" consists of, in descending order of precedence solely as to conflicts: (a) the Business Associate Addendum described in Section 10.2 (the "BAA"), as to the handling of PHI only; (b) any written order form or written offer signed or issued by us; (c) these Terms; and (d) the Privacy Policy and US Privacy Notice Addendum, and any policies referenced in these Terms. Plan selection, pricing pages, and dashboard descriptions describe the Service but do not modify the Agreement.

1.5 Callers are not parties. Patients and other callers are not parties to, and have no rights under, the Agreement. Section 19.7 (no third-party beneficiaries) applies.

2. DEFINITIONS

"AI Receptionist" means the automated, artificial-intelligence-based voice agent (and associated speech recognition, language processing, and speech synthesis) that answers and handles calls for the Practice.
"Caller" means any person who calls a telephone number handled by the Service, including patients and prospective patients of the Practice.
"Caller Data" means data relating to Callers processed through the Service, including call audio, recordings, transcripts, caller phone numbers, and information disclosed during calls.
"Fees" means all fees for the Service, including subscription fees, overage fees, metered trial-continuation fees, and add-on fees.
"Order" means the plan, billing cycle, and options you select at checkout or in the dashboard, and any written order form.
"PHI" means "protected health information" as defined in HIPAA (45 C.F.R. Section 160.103) that we create, receive, maintain, or transmit on your behalf.
"Practice Data" means data you or your Authorized Users submit to the Service, including practice configuration, knowledge-base content, staff details, and imported website or document content, together with Caller Data.
"Authorized Users" means your employees and contractors whom you permit to access the Service under your account.
"Service" means the SmadiDesk AI voice receptionist platform and related dashboard, telephony provisioning, lead capture, booking-request, notification, and analytics features made available under the Agreement.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, 45 C.F.R. Parts 160 and 164, as amended.

3. THE SERVICE; AI LIMITATIONS

3.1 Service description. The Service provides an AI Receptionist that answers calls to designated numbers 24/7 or per your configured schedule; captures Caller details and requests ("leads"); detects and flags potential dental emergencies; supports staff-confirmed booking requests placed in a queue for your team's review; can cold-transfer calls to a transfer number you configure; and provides a web dashboard, call recordings, transcripts, and analytics. Practice-management-software integrations may be offered separately; where described as "coming soon," they are not part of the Service. Live patient call handling begins only after your phone setup, required agreements, and service checks are complete and we confirm activation. Keep your existing call arrangements until then.

3.2 AI limitations - acknowledged and agreed. The Service uses artificial intelligence, including speech recognition and large language models. You acknowledge and agree that: (a) AI output may contain errors, omissions, mishearings, mistranscriptions, or fabrications, and no accuracy level is promised for any call, lead, transcript, or emergency flag; (b) speech recognition may not accurately capture all accents, audio conditions, names, numbers, or medical terminology; (c) the AI Receptionist does not provide, and must never be relied on for, medical, dental, or clinical advice, diagnosis, triage, or treatment decisions; (d) emergency detection is an aid only and will not identify every emergency; it is not a substitute for human judgment or emergency services; (e) you must verify all clinically or operationally significant information captured by the Service - including appointment requests, callback numbers, and emergency flags - before acting on it, and you must review and action the booking queue with qualified staff; (f) some calls will require human follow-up, and you are responsible for providing it.

3.3 No medical advice; no provider-patient relationship; professional responsibility. The Service is an administrative communications tool. SmadiDesk does not provide dental, medical, clinical, diagnostic, triage, emergency, or treatment services, and does not create a dentist-patient, provider-patient, professional, fiduciary, or clinical relationship with any Caller, patient, or other individual. You remain solely responsible for all clinical care, treatment decisions, clinical communications, triage decisions, emergency handling, appointment confirmation, and compliance with the professional and regulatory obligations applicable to your Practice and licensees.

3.4 Not an emergency service. THE SERVICE IS NOT AN EMERGENCY SERVICE, DOES NOT REPLACE 911, AND MUST NOT BE HELD OUT AS A MEANS OF OBTAINING EMERGENCY ASSISTANCE. The AI Receptionist is configured to instruct Callers that if a situation is life-threatening or requires immediate emergency medical help they should hang up and call 911. You must not configure, instruct, or use the Service in any way that removes, obscures, or contradicts emergency routing language, and you must maintain your own emergency-contact arrangements for patients.

3.5 Modifications to the Service. We may modify, add, or discontinue features at any time. If we materially reduce the core functionality of your paid plan mid-cycle, your exclusive remedy is to terminate under Section 7.3 and receive a pro-rata refund of prepaid, unused Fees for the terminated period.

3.6 Beta and preview features. Features identified as beta, preview, or trial-only are provided AS IS, may be changed or withdrawn without notice, are excluded from any availability expectations, and are used at your sole risk.

3.7 Not the system of record. SmadiDesk is not the Practice's official dental, medical, billing, or legal record system. The Practice is responsible for reviewing, validating, documenting, retaining, and maintaining all clinically or legally relevant information in the Practice's own records and systems of record. SmadiDesk transcripts, summaries, labels, urgency indicators, and call records are administrative aids only and may be incomplete, inaccurate, delayed, or unavailable.

4. ACCOUNTS

4.1 You must provide accurate, complete registration and practice information and keep it current. 4.2 You are responsible for safeguarding credentials and for all activity under your account, whether or not authorized by you, until you notify us of a compromise at [email protected] and we have had a reasonable opportunity to act. 4.3 You are responsible for your Authorized Users' compliance with the Agreement. 4.4 We may refuse registration, decline orders, or suspend accounts at our discretion, consistent with Section 7.

5. PRACTICE RESPONSIBILITIES

You are solely responsible for, and represent and warrant on a continuing basis, each of the following:

5.1 Call recording consent and notices. Calls handled by the Service are recorded and transcribed by default, and the AI Receptionist speaks a recording, transcription, and AI-handling disclosure at the start of each US call. You are responsible for (a) determining the call-recording, wiretap, and monitoring laws applicable to your Practice and your Callers (including all-party-consent states); (b) providing any additional or supplemental notices those laws or your own policies require (including website notices, intake forms, and on-hold or pre-connection messaging on lines you control); and (c) not disabling, requesting removal of, or configuring around the spoken disclosure.

5.2 TCPA and text messaging; US patient SMS disabled. Unless SmadiDesk expressly enables patient messaging for the Practice under a separate approved configuration, SmadiDesk's US patient-facing SMS and text-message features are disabled and must not be used to send PHI or patient-specific appointment, treatment, or health information. If and when patient messaging is enabled, you are solely responsible for compliance with the Telephone Consumer Protection Act (47 U.S.C. Section 227), FCC regulations, state mini-TCPA and telemarketing statutes, and carrier and CTIA requirements - including obtaining and maintaining any required prior express consent (or prior express written consent, where applicable) from each recipient, honoring opt-outs, and message content. You will send, or cause to be sent, messages only to individuals who have provided all legally required consent. We may suspend messaging features immediately if we reasonably suspect non-compliance.

5.3 Accuracy of Practice Data. You are responsible for the accuracy, currency, legality, and completeness of all Practice Data, including practice hours, service and pricing information, emergency and transfer numbers, and knowledge-base content (whether entered, uploaded, or imported from your website). The AI Receptionist repeats what it is given; incorrect Practice Data will produce incorrect answers to Callers, and that risk is yours.

5.4 Staff supervision of booking and leads. Bookings are staff-confirmed: the Service captures requests; your staff confirms them. Unless expressly configured and confirmed by the Practice in writing, SmadiDesk does not finally book, confirm, cancel, reschedule, or guarantee appointments. You will maintain adequate staffing and processes to review the booking queue, leads, and emergency flags promptly, and you acknowledge that failure to do so - not the Service - is the proximate cause of losses arising from unactioned items.

5.5 Telephony and forwarding. You are responsible for correctly configuring call forwarding from your lines, for charges from your own carrier, and for informing us promptly of number changes.

5.6 Lawful use. You will not use the Service: in violation of law or professional rules; to make or facilitate unlawful, deceptive, harassing, or nuisance communications; to process data of persons under 13 knowingly except as incidental Caller Data controlled by you; to reverse engineer, decompile, scrape, benchmark for a competing service, or extract models, prompts, or software; to probe or disrupt the Service or its providers; to submit malicious code; or to resell or service-bureau the Service to third parties.

5.7 Healthcare compliance. You are responsible for your own HIPAA compliance as a covered entity, including your Notice of Privacy Practices, patient authorizations where required, minimum-necessary practices in your configuration of the Service, and your obligations with respect to your patients' rights.

6. FEES, TRIAL, OVERAGE, AND TAXES

6.1 Plans and pricing. The Service is sold on a subscription basis. Current US Voice list pricing at the date of these Terms: Voice Essential at $249 per month with 300 included minutes; Voice Growth at $449 per month with 900 included minutes. New Voice subscriptions are billed monthly only; no annual billing offer is available. Included minutes, features, and current pricing are as displayed at checkout and in the dashboard at the time of your Order, which control over the figures in this Section if they differ. Existing subscriptions and trials retain the pricing, usage rates, and billing intervals in their accepted Orders unless changed under the Agreement; this update does not reprice prior usage or accrued charges. All amounts are in US dollars.

6.2 Overage. For Voice plans, usage beyond your plan's included minutes is charged at $0.49 per minute (or the overage rate displayed at the time of your Order). Existing Orders retain their accepted rates as described in Section 6.1. Overage is calculated from connected call time as measured by our systems, which are the system of record for usage measurement, absent manifest error.

6.3 Free trial (card required). Unless a different written offer applies, new US Practices accepting these Terms receive a trial scheduled to run for 7 days from confirmed activation of call handling, with 20 free connected AI minutes. Checkout saves a payment method and your selected plan; it does not start the trial, paid service, or a renewal date. No fees accrue while your practice awaits setup and required service checks. You may cancel during setup without charge. We confirm activation only after phone setup and required service checks are complete, as described in Section 3.1. The original activation time and trial end remain fixed through reconnection or later setup retries. Existing accepted Orders and subscriptions retain their agreed trial start, pricing, and billing terms. A payment method and authorization for recurring and selected usage charges are required before activation. Connected time on very short answered calls counts toward the 20 minutes. Exhausting the free minutes does not end the trial or bring forward its scheduled end. When the free minutes are exhausted before day 7, you may (a) let AI answering pause until trial end, (b) start paid service immediately, or (c) if you selected it, continue on a metered continuation at $0.49 per minute for Voice plans up to a pre-selected budget cap of $10, $20, or $30, after which AI answering pauses. Existing Orders retain their accepted rates as described in Section 6.1. At the scheduled trial end, your selected plan converts to a paid subscription and your payment method is charged, unless you cancel automatic conversion before the trial ends or have already started paid service. Trial usage may be monitored for abuse, and we may terminate trials we reasonably believe are abusive.

6.4 Billing; authorization. You authorize us and our payment processor (Stripe) to charge your payment method on a recurring basis for all Fees when due, including overage and metered continuation charges. Invoices and charges are due on issuance.

6.5 Late payment; dunning. If a charge fails or an amount is past due, we may retry the payment method, and we may suspend the Service - including AI call answering - immediately and without further notice while any undisputed amount remains unpaid following our dunning process. We may charge interest on past-due undisputed amounts at 1.5% per month or the highest rate permitted by law, whichever is lower, plus reasonable costs of collection.

6.6 Taxes. Fees are exclusive of all taxes. You are responsible for all sales, use, excise, gross-receipts, communications, and similar taxes, levies, and duties arising from your purchase or use of the Service, excluding only taxes on our net income. If we are required to collect, you will pay them as invoiced. If any withholding applies, you will gross up so that we receive the full Fee amount.

6.7 Price changes. We may change pricing (including overage rates) with at least 30 days' notice by email or through the dashboard. Changes take effect at your next billing cycle beginning after the notice period. Continued use after the effective date is acceptance. Your remedy if you do not accept is to cancel before the new price takes effect.

6.8 No refunds. Except as expressly stated in Sections 3.5 and 7.3, all Fees are non-refundable and non-creditable, and cancellation takes effect at the end of the current billing period without pro-rata refund, to the fullest extent permitted by law.

7. TERM; SUSPENSION; TERMINATION

7.1 Term. The Agreement starts on acceptance and continues until terminated. Subscriptions renew automatically each billing cycle until cancelled.

7.2 Termination/cancellation by you. You may cancel at any time in your account settings or by written notice to [email protected]; cancellation is effective at the end of the then-current billing period.

7.3 Termination by you for our material breach. You may terminate if we materially breach the Agreement and fail to cure within 30 days of your written notice; in that case we will refund prepaid, unused Fees for the period after termination. This is your sole termination-for-cause remedy.

7.4 Suspension by us. We may suspend the Service (in whole or part, including AI answering, messaging, or dashboard access) immediately, with or without notice, if we reasonably determine that: (a) undisputed Fees are unpaid past the dunning process (Section 6.5); (b) your use violates Section 5.6 or otherwise poses a security, legal, or reputational risk to us, our providers, or any person; (c) suspension is required by law, a regulator, or a telephony/AI provider; (d) your configuration or data creates a risk of harm to Callers (including interference with emergency language); or (e) the BAA required by Section 10.2 has not been accepted or has been revoked. We will use commercially reasonable efforts to notify you and to limit the scope and duration of suspension. Fees continue to accrue during suspension caused by you.

7.5 Termination by us. We may terminate: (a) for your material breach uncured within 15 days of notice (no cure period for payment defaults after dunning, Section 5.6 violations, or unlawful use); (b) immediately if required by law or by loss of a provider capability essential to serving you; or (c) for convenience on 30 days' notice, in which case we will refund prepaid, unused Fees for the period after termination.

7.6 Effect of termination. On termination or expiry: your access and AI call handling cease; you must stop forwarding calls to Service numbers; Sections 2, 3.2-3.4, 3.7, 5 (as to accrued responsibilities), 6 (as to accrued Fees), 8.3-8.5, 9, 10, 11, 12, 13, 14, and 19 survive. You may request an export of your Practice Data within 30 days after termination; after that we may delete it per our retention policy and the BAA, except as retention is required by law.

8. INTELLECTUAL PROPERTY; LICENSE

8.1 Our IP. We and our licensors own all right, title, and interest in the Service, the AI Receptionist, software, models, prompts, voices, designs, documentation, and all improvements and derivatives. No rights are granted except as expressly stated.

8.2 Your license. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license, for the subscription term, to access and use the Service solely for the internal reception, communication, and scheduling operations of your own Practice.

8.3 Your data. As between the parties, you own Practice Data. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Practice Data to provide and support the Service, to comply with law, and as permitted by the BAA and the Privacy Policy.

8.4 Usage data and de-identified data. Subject to the BAA where applicable, we may collect, create, and use technical and usage data, and aggregated, anonymized, or de-identified information, to operate, secure, benchmark, improve, and report on the Service, provided such information does not identify you, any Authorized User, or any Caller and, where source information is PHI, it has been de-identified in accordance with HIPAA, including 45 C.F.R. Section 164.514 or another method permitted by applicable law.

8.5 Feedback. If you provide feedback or suggestions, we may use them without restriction or obligation, and you assign to us all rights in them.

8.6 Trademarks. "SmadiDesk" and associated marks are our property. You may not use them except to identify yourself truthfully as a customer.

9. CONFIDENTIALITY

9.1 "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential, including the Service's non-public features, pricing offers, security information, and Practice Data (which is your Confidential Information). It excludes information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. 9.2 The receiving party will use the discloser's Confidential Information only to perform under the Agreement, protect it with at least reasonable care, and disclose it only to personnel and contractors with a need to know who are bound by comparable obligations. 9.3 Compelled disclosures are permitted with prompt notice to the discloser where lawful. 9.4 These obligations last for 3 years after termination, except for trade secrets and PHI, which are protected for as long as applicable law provides.

10. DATA PROTECTION; PHI; BAA

10.1 Roles. For US data protection purposes, you are the covered entity (and, under state privacy laws, the controller-equivalent) for Caller Data and patient information; we act as your business associate and service provider/processor, as described in the US Privacy Notice Addendum.

10.2 BAA required and takes precedence for PHI. Because real patient calls may involve PHI, you must accept our Business Associate Addendum through the dashboard before live call forwarding is enabled. The BAA governs PHI exclusively; in any conflict between these Terms and the BAA concerning PHI, the BAA controls. If you revoke or we terminate the BAA, we may suspend live call handling immediately under Section 7.4(e).

10.3 Security. We maintain administrative, physical, and technical safeguards as described in the BAA and the US Privacy Notice Addendum, including encryption in transit and at rest and access controls. No security is perfect, and except as expressly stated in the BAA we make no promise that security incidents will not occur.

10.4 Retention. Call recordings are retained for 90 days from the call and then purged in the ordinary course, as described in the Privacy Policy. You are responsible for exporting anything you need to keep longer.

11. WARRANTY DISCLAIMERS

11.1 AS IS. EXCEPT FOR SMADIDESK'S EXPRESS OBLIGATIONS IN THESE TERMS, ANY APPLICABLE ORDER FORM, AND THE BAA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, THE AI RECEPTIONIST, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. WE AND OUR SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. NOTHING IN THIS SECTION DISCLAIMS OR LIMITS SMADIDESK'S EXPRESS OBLIGATIONS UNDER THE BAA OR ITS EXPRESS SECURITY COMMITMENTS IN SECTION 10.3.

11.2 No promises about output or availability. WITHOUT LIMITING SECTION 11.1, WE DO NOT WARRANT THAT: THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; ANY CALL WILL BE ANSWERED, RECORDED, TRANSCRIBED, OR FLAGGED CORRECTLY OR AT ALL; AI OUTPUT WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR THAT DEFECTS WILL BE CORRECTED. YOU BEAR THE ENTIRE RISK OF RELYING ON THE SERVICE OR ITS OUTPUT.

11.3 Third-party dependencies. The Service depends on third-party telephony, carrier, hosting, speech, and AI-model providers. We are not responsible for their acts, omissions, outages, or changes.

11.4 Some jurisdictions limit disclaimers of implied warranties; in that case the above apply to the fullest extent permitted and any non-disclaimable warranty is limited in duration to 30 days from first use.

12. LIMITATION OF LIABILITY

12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SMADIDESK OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, PATIENTS, BUSINESS OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, UNDER ANY THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF SMADIDESK AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY (OR, IF NO FEES HAVE BEEN PAID, ONE HUNDRED US DOLLARS ($100)).

12.3 Specific allocations. Without limiting Sections 12.1-12.2, we are not liable for: (a) errors, omissions, or inaccuracies in AI output, transcripts, leads, or emergency flags; (b) decisions or actions taken by you, your staff, or any Caller in reliance on the Service; (c) missed, dropped, unrecorded, or misrouted calls; (d) failures of your own telephony, forwarding, or internet; (e) acts or omissions of third-party providers; or (f) your failure to review the booking queue, leads, or emergency flags.

12.4 Carve-outs. Nothing in the Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including, where and only to the extent so unwaivable, liability for a party's fraud, gross negligence, or willful misconduct. The cap in Section 12.2 does not apply to your payment obligations or your indemnification obligations under Section 13.

12.5 Basis of the bargain; claims period. The allocations in Sections 11-13 are essential to the pricing of the Service and would be different without them. Any claim by you must be filed within one (1) year after the claim accrued or it is permanently barred, to the fullest extent permitted by law.

13. INDEMNIFICATION BY THE PRACTICE

13.1 You will defend, indemnify, and hold harmless SmadiDesk, its affiliates, and their directors, officers, employees, agents, suppliers, and licensors (the "SmadiDesk Parties") from and against any and all third-party claims, actions, demands, investigations, and proceedings, and all resulting losses, damages, penalties, fines, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) any claim by a Caller, patient, or other third party arising from or relating to your Practice, its services, its patient relationships, or its use of the Service, including claims relating to missed or mishandled calls, appointments, emergencies, or clinical outcomes; (b) your failure to obtain or maintain any consent or provide any notice required for call recording, monitoring, AI handling, or text messaging (including TCPA, state wiretap, and state privacy claims); (c) Practice Data, including its inaccuracy or unlawfulness, and any claim that Practice Data infringes or violates a third party's rights; (d) your breach of the Agreement (including Sections 5 and 10) or violation of law, including HIPAA obligations that are yours as a covered entity; (e) misuse of the Service by you or your Authorized Users, or use after suspension or termination.

13.2 Procedure. We will give you prompt notice of a claim (failure to do so relieves you only to the extent of actual prejudice), reasonable cooperation at your expense, and sole control of defense and settlement, except you may not settle in a way that imposes any obligation or admission on a SmadiDesk Party without our prior written consent. We may participate with our own counsel at our own expense.

14. DISPUTE RESOLUTION; BINDING INDIVIDUAL ARBITRATION; CLASS ACTION WAIVER

14.1 Informal resolution first. Before filing any claim, the complaining party must send a written notice of dispute (to us: legal notice per Section 18; to you: your account email) describing the claim and the relief sought. The parties will attempt in good faith to resolve the dispute for 30 days from receipt. This is a condition precedent to arbitration or litigation.

14.2 Binding arbitration. Except as stated in Section 14.6, any dispute, claim, or controversy arising out of or relating to the Agreement or the Service - including its formation, interpretation, breach, or termination, and including statutory, tort, and common-law claims - will be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (including the Expedited Procedures for claims under the AAA threshold), by a single arbitrator. The seat of arbitration is New York, New York; hearings may be conducted by videoconference on either party's request. The Federal Arbitration Act governs this Section. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this arbitration agreement, except that only a court may decide the enforceability of the class waiver in Section 14.4.

14.3 Governing law. The Agreement and any dispute are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the FAA governs Section 14. The UN Convention on Contracts for the International Sale of Goods does not apply.

14.4 Class action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. The arbitrator may not consolidate more than one party's claims or preside over any form of representative proceeding. If this Section 14.4 is held unenforceable as to a particular claim, that claim (and only that claim) must proceed in court under Section 14.7, and this Section is severable as provided in Section 19.4.

14.5 Jury trial waiver. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

14.6 Exceptions. Either party may: (a) bring an individual claim in small-claims court in the county of your principal place of business or in New York County, NY, if it qualifies; and (b) seek temporary or preliminary injunctive relief in court to protect intellectual property or Confidential Information, or to stop unauthorized use of the Service, without waiving arbitration of the merits.

14.7 Forum if arbitration does not apply. For any claim not subject to arbitration, the state and federal courts sitting in New York County, New York have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives forum-non-conveniens objections.

14.8 Mass filings. If 25 or more demands with common counsel or coordinated filing are asserted against us raising similar claims, the parties agree the AAA's mass-arbitration procedures (or, if unavailable, a staged bellwether process of 10 arbitrations per stage selected equally by each side, with remaining demands tolled) will apply before any further demands proceed.

14.9 Costs; frivolous claims. Each party bears its own attorneys' fees and its share of AAA fees per AAA rules, except the arbitrator may award fees and costs against a party whose claim or defense is found frivolous or brought for an improper purpose, and except as a statute providing fee-shifting requires otherwise.

14.10 No opt-out. These Terms do not provide an arbitration opt-out.

15. FORCE MAJEURE

Neither party is liable for failure or delay (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes, governmental action, utility or internet failures, denial-of-service or other attacks, and - for the avoidance of doubt - failures, outages, degradations, capacity limits, or withdrawal of service by third-party telephony carriers, hosting providers, speech-recognition, text-to-speech, or AI-model providers on which the Service depends, provided the affected party uses commercially reasonable efforts to mitigate and resume performance. If a force majeure event materially prevents the Service for more than 30 consecutive days, either party may terminate the affected subscription and we will refund prepaid, unused Fees for the period after termination, which is the sole remedy for force majeure.

16. CHANGES TO THESE TERMS

We may amend these Terms from time to time. For material changes we will give at least 30 days' notice by email or prominent dashboard notice before the changes take effect; non-material changes (clarifications, new features, legal housekeeping) may take effect on posting with the "Last updated" date revised. Your continued use of the Service after the effective date constitutes acceptance. If you do not accept, your exclusive remedy is to cancel before the effective date. Changes do not apply retroactively to disputes of which we had written notice before the effective date.

17. EXPORT AND SANCTIONS

You represent that neither you nor any owner or Authorized User is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive US, UK, or EU sanctions, or listed on any US, UK, or EU restricted-party list (including the OFAC SDN List). You will not use, export, re-export, or transfer the Service in violation of US export-control or sanctions laws or the laws of the United Kingdom. We may suspend or terminate immediately for actual or suspected violation.

18. NOTICES

Notices to you may be given by email to your account email or through the dashboard, and are effective when sent or posted. Notices to us must be in writing, in English, by email to [email protected] (with subject line "Legal Notice"), and, for disputes, indemnity claims, or termination for cause, also by post to: SimplyRoots Limited, 14 Hill Top, London, NW11 6EE, United Kingdom, Attn: Legal. Postal notice is effective on receipt.

19. GENERAL PROVISIONS

19.1 Entire agreement. The Agreement (Section 1.4) is the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, and representations, written or oral, regarding its subject matter. You have not relied on any statement not set out in the Agreement. Terms in any purchase order or vendor form you issue are void.
19.2 Independent contractors. The parties are independent contractors; no partnership, joint venture, fiduciary, or agency relationship is created, and neither party may bind the other.
19.3 Assignment. You may not assign or transfer the Agreement, by operation of law or otherwise (including in connection with a change of control of the Practice), without our prior written consent; any attempt is void. We may assign the Agreement in whole or in part, including to an affiliate or in connection with a merger, acquisition, or sale of assets.
19.4 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in full force; the parties intend that courts and arbitrators blue-pencil rather than void, except as Section 14.4 states otherwise.
19.5 Waiver. A waiver is effective only in writing and only for the instance given; failure or delay to enforce is not a waiver.
19.6 Interpretation. Headings are for convenience; "including" means "including without limitation"; no rule construing ambiguities against the drafter applies.
19.7 No third-party beneficiaries. There are no third-party beneficiaries to the Agreement, except the SmadiDesk Parties may enforce Sections 12 and 13.
19.8 Government use. The Service is commercial computer software; government users acquire only the rights granted to all customers.
19.9 Language. The Agreement is drafted and shall be interpreted in English.
19.10 Survival. Provisions that by their nature should survive termination do (see Section 7.6).

20. CONTACT

SimplyRoots Limited (trading as SmadiDesk)
Company no. 10404398 (England and Wales)
Registered office: 14 Hill Top, London, NW11 6EE, United Kingdom
Email: [email protected]