Terms and Conditions

1. ACCEPTANCE OF TERMS

By accessing or using Kaila's dental AI note-taking platform ("Service"), you ("Customer," "User," or "you") agree to be bound by these Terms and Conditions ("Terms"). If you are entering into this agreement on behalf of a dental practice or healthcare organization, you represent that you have the authority to bind such entity to these Terms.

2. SERVICE DESCRIPTION

Kaila is an AI-powered Software-as-a-Service (SaaS) solution designed specifically for dental practices to automate clinical documentation, generate SOAP notes, document treatment plans, and enhance patient communication workflows. The Service integrates with Open Dental practice management software and processes Protected Health Information (PHI) in compliance with applicable healthcare regulations.

3. HIPAA COMPLIANCE AND DATA PROTECTION

3.1 Business Associate Agreement

By using this Service, Customer acknowledges that Kaila acts as a Business Associate under the Health Insurance Portability and Accountability Act (HIPAA). A separate Business Associate Agreement (BAA) must be executed before processing any PHI through the platform.

3.2 Data Security Standards

Kaila implements industry-standard security measures including:

• End-to-end encryption of all PHI in transit and at rest using AES-256 encryption
• Multi-factor authentication and role-based access controls
• Regular security audits and penetration testing
• HIPAA Security Rule technical, administrative, and physical safeguards

3.3 AI Processing and PHI

All AI processing of PHI occurs within HIPAA-compliant infrastructure. Customer retains ownership of all clinical data. Kaila does not use PHI for AI model training. We remove 100% of patient identifying information prior to any AI model training. Patient data remains with Open Dental Practice Management Software.

4. USER RESPONSIBILITIES AND ACCEPTABLE USE

4.1 Account Security

Customer must:

• Maintain confidentiality of login credentials
• Implement appropriate user access controls within their organization
• Promptly notify Kaila of any suspected security breaches
• Ensure all users complete HIPAA training before accessing the Service

4.2 Prohibited Uses

Customer may not:

• Share access credentials with unauthorized personnel
• Use the Service for non-clinical or commercial purposes unrelated to patient care
• Attempt to reverse engineer or compromise the AI algorithms
• Upload malicious code or attempt unauthorized system access
• Process PHI from patients who have not provided appropriate consent

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Kaila's IP

Kaila retains all rights, title, and interest in the Service, including AI algorithms, software code, templates, and documentation. Customer receives a limited, non-exclusive license to use the Service during the subscription term.

5.2 Customer Data

Customer retains ownership of all clinical data, patient records, and practice-specific templates created using the Service. Kaila claims no ownership rights over Customer's PHI or clinical content.

6. SUBSCRIPTION TERMS AND BILLING

6.1 Subscription Plans

Service is provided on a subscription basis with pricing based on the number of providers and tied to the monthly count of recordings. Subscription terms, features, and pricing are detailed in the separate Service Agreement.

6.2 Payment Terms

• Subscriptions are billed monthly or annually in advance
• All fees are non-refundable except as required by law
• Late payments may result in service suspension after 30 days notice
• Price changes require 60 days advance written notice

7. SERVICE AVAILABILITY AND SUPPORT

7.1 Uptime Commitment

Kaila targets 99.9% uptime availability, excluding scheduled maintenance windows. Planned maintenance will be communicated at least 48 hours in advance.

7.2 Technical Support

Customer support is available Monday through Friday from 8 AM ET to 5 PM ET. We do not offer critical system support as our service does not impact patient care directly. It impacts the note-taking process of patient care; therefore, notes can still be entered directly into Open Dental should Kaila be unavailable.

7.3 Remedies for Downtime

If the Service fails to meet the uptime commitment of 99.9% availability in a given calendar month, you may be eligible for service credits. Remedies are as follows:

• Uptime Below 99.9% but Above 99.0%: Credit equal to 5% of the monthly subscription fee.
• Uptime Below 99.0%: Credit equal to 10% of the monthly subscription fee.

To request service credits, you must submit a written request to support@hellokaila.com within 30 days of the end of the affected month. Requests must include the dates and times of the downtime and a description of the impact on your use of the Service. Service credits are your sole and exclusive remedy for downtime.

7.4 Escalation Paths for Unresolved Issues

If a support issue remains unresolved after 48 hours of initial contact, you may escalate the issue by:

• Contacting the assigned account manager (if applicable).
• Requesting escalation to a senior support representative via support@hellokaila.com.
• If the issue remains unresolved after escalation, you may request a formal review by Kaila's management team.

We are committed to resolving all escalated issues within a reasonable timeframe and will provide regular updates during the resolution process.

8. LIMITATION OF LIABILITY

8.1 AI Accuracy Disclaimer

While Kaila's AI technology is designed to enhance clinical documentation accuracy, Customer acknowledges that:

• AI-generated content requires human review and validation
• Final clinical decisions remain the responsibility of licensed healthcare providers
• Kaila does not provide medical advice or replace professional judgment

8.2 Liability Limits

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAILA'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

9. INDEMNIFICATION

Customer agrees to indemnify and hold Kaila harmless from any claims, damages, or expenses arising from:

• Customer's violation of these Terms or applicable laws
• Unauthorized use of the Service by Customer's personnel
• Customer's failure to obtain appropriate patient consents
• Clinical decisions made based on AI-generated content

10. TERMINATION

10.1 Termination Rights

Either party may terminate the subscription with 30 days written notice. Kaila may immediately terminate for material breach, non-payment, or violation of these Terms.

10.2 Data Return and Deletion

Upon termination, Kaila will:

• Provide Customer with a complete export of their data within 30 days
• Securely delete all Customer PHI within 60 days of termination
• Provide written certification of data destruction upon request

11. FORCE MAJEURE

Kaila shall not be held liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to:

• Natural disasters (e.g., earthquakes, floods, hurricanes).
• Acts of terrorism or war.
• Cyberattacks or other malicious acts by third parties.
• Government actions, regulations, or orders.
• Power outages or internet service disruptions.

In the event of a Force Majeure event, Kaila will make reasonable efforts to resume the Service as soon as practicable. If the event continues for more than 30 days, either party may terminate the Agreement upon written notice.

12. REGULATORY COMPLIANCE

12.1 Healthcare Regulations

Customer acknowledges responsibility for compliance with all applicable healthcare regulations, including but not limited to:

• HIPAA Privacy and Security Rules
• State dental practice regulations
• FDA regulations regarding AI in healthcare
• State and federal patient consent requirements

12.2 Audit Cooperation

Kaila will reasonably cooperate with Customer's compliance audits and regulatory inquiries related to the Service.

13. MODIFICATIONS AND UPDATES

13.1 Service Updates

Kaila may update the Service to maintain security, add features, or ensure regulatory compliance. Material changes affecting functionality will be communicated 30 days in advance.

13.2 Terms Updates

These Terms may be updated periodically. Continued use of the Service after posting updated Terms constitutes acceptance of the changes.

14. DISPUTE RESOLUTION

Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules, conducted in Hillsborough County, Florida.

15. MISCELLANEOUS

15.1 Governing Law

These Terms are governed by the laws of the state of Florida without regard to conflict of law principles.

15.2 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.3 Entire Agreement

These Terms, together with the BAA and Service Agreement, constitute the entire agreement between the parties regarding the Service.

Contact Information: For questions regarding these Terms, please contact: support@hellokaila.com