TERMS OF USE
Effective Date: August 3, 2025
Last Updated: July 30th, 2025
These Terms of Use (“Terms”) constitute a legally binding agreement between Doe Labs, Corp., a Delaware corporation (“Doe Labs,” “we,” “us,” or “our”), and the entity or organization accessing or using our services (“Customer,” “you,” or “your”).
BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.
1. DEFINITIONS
1.1 “Authorized Users”
means Customer’s employees, contractors, or agents who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to these Terms.
1.2 “Customer Data”
means all data, information, and content uploaded, submitted, or transmitted to the Services by or on behalf of Customer or its Authorized Users.
1.3 “Documentation”
means our then-current technical and functional documentation for the Services made available to Customer.
1.4 “Enterprise Agreement”
means a separate written agreement between Doe Labs and Customer governing Customer’s subscription to and payment for the Services.
1.5 “Services”
means the Doe Labs proprietary software-as-a-service platform and related services provided to Customer pursuant to these Terms and any applicable Enterprise Agreement.
2. SCOPE AND APPLICABILITY
2.1 Enterprise Customers Only.
The Services are available exclusively to enterprise customers pursuant to a separately executed Enterprise Agreement. We are not currently accepting individual users or non-enterprise organizations.
2.2 Business Purpose Only.
The Services are designed and intended solely for business-to-business use within the dental services industry. The Services are not intended for personal, family, household, or consumer use.
2.3 Authority to Bind.
You represent and warrant that: (a) you have full corporate power and authority to enter into these Terms; (b) you are at least 18 years of age; (c) you are authorized to bind Customer to these Terms; and (d) Customer’s execution, delivery, and performance of these Terms will not violate any other agreement to which Customer is bound.
3. ACCESS RESTRICTIONS
3.1 Competitor Exclusion.
Entities that directly compete with Doe Labs in the provision of software services to dental service organizations are prohibited from accessing or using the Services without our express prior written consent. We reserve the right to refuse service to any entity we determine, in our sole discretion, to be a competitor.
3.2 Compliance with Laws.
Customer shall comply with all applicable federal, state, and local laws and regulations in connection with its use of the Services.
4. ACCOUNT MANAGEMENT
4.1 Account Security.
Customer is responsible for: (a) maintaining the confidentiality of all account credentials; (b) all activities that occur under Customer’s account; and (c) immediately notifying us of any unauthorized use of Customer’s account or any other security breach.
4.2 Accurate Information.
Customer shall provide accurate, current, and complete information during registration and shall maintain and promptly update such information to ensure its accuracy.
5. PERMITTED USE AND RESTRICTIONS
5.1 Permitted Use.
Subject to Customer’s compliance with these Terms and any applicable Enterprise Agreement, we grant Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term solely for Customer’s internal business purposes.
5.2 Use Restrictions.
Customer shall not, and shall not permit any third party to:
- (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services;
- (b) modify, adapt, or create derivative works based on the Services;
- (c) rent, lease, lend, sell, sublicense, or otherwise transfer rights to the Services;
- (d) use the Services for competitive analysis or to build a competitive product or service;
- (e) introduce malicious code into the Services;
- (f) interfere with or disrupt the integrity or performance of the Services;
- (g) attempt to gain unauthorized access to the Services or related systems;
- (h) access the Services for any unlawful purpose or in violation of any applicable laws;
- (i) remove, alter, or obscure any proprietary notices on the Services; or
- (j) use the Services in any manner that could damage, disable, overburden, or impair our servers or networks.
5.3 Beta Features.
(a) Availability. We may, in our sole discretion, offer access to beta, pilot, preview, early access, or similar features, functionality, or services (“Beta Features”). Beta Features are provided for evaluation purposes only and are not considered part of the generally available Services.
(b) As-Is Basis. BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO BETA FEATURES.
(c) Risks. Customer acknowledges that Beta Features may contain bugs, errors, defects, or harmful components, and may cause system failures, data loss, or corruption. Use of Beta Features is at Customer’s sole risk.
(d) No SLA or Support. Beta Features are not subject to any service level agreement, support terms, or other commitments applicable to the generally available Services.
(e) Feedback and Data. We may collect and analyze all data, feedback, and usage information related to Customer’s use of Beta Features. Such information may be used without restriction to improve our products and services.
(f) Modification and Termination. We may modify, suspend, or terminate Beta Features at any time without notice and without liability. Features included in Beta may never become generally available.
(g) Confidentiality. If we designate any Beta Features as confidential or subject to non-disclosure obligations, Customer shall maintain the confidentiality of such Beta Features and not disclose any information about them to third parties without our prior written consent.
6. CUSTOMER DATA
6.1 Customer Ownership.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants us a limited, non-exclusive license to access, use, process, and store Customer Data solely to the extent necessary to provide the Services and as otherwise permitted under these Terms.
6.2 Data Processing.
We shall process Customer Data in accordance with our Privacy Policy available at www.doe.so/privacy and any applicable data processing addendum.
6.3 Model Training Opt-Out.
We may use Customer Data to improve our Services and train our machine learning models. However, Customer may opt out of such use at any time by: (a) adjusting the settings in Customer’s account dashboard; or (b) submitting a written request to legal@doe.so. Upon receipt of an opt-out request, we will cease using Customer Data for model training purposes on a going-forward basis.
6.4 Data Security.
We maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data, including SOC 2 Type II compliance.
7. PROPRIETARY RIGHTS
7.1 Doe Labs Property.
We and our licensors own all right, title, and interest in and to the Services, including all intellectual property rights therein. These Terms do not grant Customer any rights to our trademarks, service marks, or other brand elements.
7.2 Feedback.
Customer may provide suggestions, comments, or other feedback regarding the Services (“Feedback”). Customer grants us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate Feedback without restriction or compensation to Customer.
8. FEES AND PAYMENT
8.1 Enterprise Agreement Controls.
All fees, payment terms, and related provisions are set forth in Customer’s Enterprise Agreement. In the event of any conflict between these Terms and the Enterprise Agreement regarding fees or payment, the Enterprise Agreement shall control.
9. CONFIDENTIALITY
9.1
Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not use or disclose such Confidential Information except as necessary to perform under these Terms or as required by law.
10. WARRANTIES AND DISCLAIMERS
10.1 Mutual Warranties.
Each party represents and warrants that: (a) it has the legal power and authority to enter into these Terms; (b) these Terms have been duly authorized and executed and constitute a legal, valid, and binding obligation enforceable against such party in accordance with their terms; and (c) its execution, delivery, and performance of these Terms will not conflict with or violate any agreement or obligation by which it is bound.
10.2 Disclaimer.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
11. INDEMNIFICATION
11.1 Customer Indemnification.
Customer shall defend, indemnify, and hold harmless Doe Labs and its affiliates, and their respective officers, directors, employees, and agents (collectively, “Company Parties”), from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer’s use of the Services; (b) Customer Data; (c) Customer’s breach of these Terms; (d) Customer’s violation of applicable laws; or (e) Customer’s use of Beta Features.
11.2 Indemnification Procedures.
If any Company Party seeks indemnification under this Section 11, such Company Party shall: (a) promptly notify Customer of the claim in writing; (b) grant Customer sole control of the defense and settlement of the claim (provided that Customer may not settle any claim unless it unconditionally releases all Company Parties of all liability); and (c) provide reasonable assistance to Customer, at Customer’s expense, in the defense of the claim. The Company Party’s failure to promptly notify Customer shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure.
12. LIMITATION OF LIABILITY
12.1 Consequential Damages Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap.
EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (C) CUSTOMER’S BREACH OF SECTIONS 3.1 (COMPETITOR EXCLUSION) OR 5.2 (USE RESTRICTIONS), OR (D) EITHER PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO DOE LABS UNDER THE APPLICABLE ENTERPRISE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
12.3 Essential Purpose.
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE ECONOMIC TERMS OF THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT.
13. TERM AND TERMINATION
13.1 Term.
These Terms commence on the date Customer first accesses the Services and continue until terminated in accordance with this Section.
13.2 Termination.
Either party may terminate these Terms: (a) for convenience upon thirty (30) days’ written notice; (b) immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice; or (c) as otherwise set forth in the Enterprise Agreement.
13.3 Effect of Termination.
Upon termination: (a) all rights granted to Customer hereunder shall immediately cease; (b) Customer shall discontinue all use of the Services; and (c) each party shall return or destroy the other party’s Confidential Information.
13.4 Survival.
The following provisions shall survive termination or expiration of these Terms: Sections 1 (Definitions), 5.3(e) (Beta Features - Feedback and Data), 6.1 (Customer Ownership), 7 (Proprietary Rights), 9 (Confidentiality), 10.2 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 13.3 (Effect of Termination), 13.4 (Survival), 14 (Dispute Resolution), 15 (General Provisions), and any other provisions that by their nature should survive.
14. DISPUTE RESOLUTION
14.1 Informal Resolution.
The parties shall attempt in good faith to resolve any dispute through informal negotiation for a period of sixty (60) days after written notice of the dispute.
14.2 Arbitration.
(a) Binding Arbitration. Any dispute not resolved through informal negotiation shall be finally settled by binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures then in effect (“JAMS Rules”), except as modified by these Terms. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267.
(b) Arbitration Procedures. The arbitration shall be conducted before a single neutral arbitrator in San Francisco, California. The arbitrator shall be either a retired judge or an attorney with at least fifteen (15) years of experience in technology transactions. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement.
(c) Arbitration Costs. Payment of all filing, administration, and arbitrator fees shall be governed by the JAMS Rules, except that if Customer’s claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of Customer’s claim or the relief sought was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(d) Awards. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
(e) NO CLASS ACTIONS. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one entity’s claims and may not otherwise preside over any form of a representative or class proceeding.
(f) Severability. If the class action waiver in subsection (e) is found to be unenforceable in arbitration or if any part of this Section 14.2 is found to be invalid or unenforceable, then the entirety of this Section 14.2 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue provisions in Section 15.1 shall govern any action arising out of or related to these Terms.
14.3 Arbitration Opt-Out.
Customer may opt out of this arbitration provision by providing written notice to legal@doe.so within thirty (30) days after first accepting these Terms.
14.4 Exceptions.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
14.5 Class Action Waiver.
THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
15. GENERAL PROVISIONS
15.1 Governing Law.
These Terms shall be governed by the laws of the State of California without regard to its conflict of law principles.
15.2 Amendments.
We may modify these Terms from time to time. We will provide at least thirty (30) days’ notice of material changes. Customer’s continued use of the Services after such modifications constitutes acceptance of the updated Terms.
15.3 Assignment.
Customer may not assign these Terms without our prior written consent. We may assign these Terms without restriction.
15.4 Severability.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.5 Entire Agreement.
These Terms, together with any applicable Enterprise Agreement and policies referenced herein, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements regarding the subject matter hereof.
15.6 Notices.
All notices shall be in writing and deemed given when delivered by email (with confirmation of receipt) or certified mail to the addresses set forth below:
To Doe Labs:
Doe Labs, Corp.
2261 Market Street STE 85493
San Francisco, CA 94114
Email: legal@doe.so
To Customer: At the email address associated with Customer’s account.
15.7 Force Majeure.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
15.8 No Waiver.
No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party.
15.9 Export Compliance.
(a) General Compliance. Customer shall comply with all applicable export and import control laws and regulations, including without limitation, the U.S. Export Administration Regulations (“EAR”), the U.S. International Traffic in Arms Regulations (“ITAR”), and economic sanctions regulations administered by the U.S. Office of Foreign Assets Control (“OFAC”) in its use of the Services.
(b) Prohibited Countries and Parties. Customer represents and warrants that it is not (i) located in, or a resident or national of, any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); or (ii) on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce’s Denied Persons List or Entity List, or any other applicable government restricted party list.
(c) Restricted End Uses. Customer shall not use the Services for any end use prohibited by U.S. export laws, including without limitation, nuclear, chemical, or biological weapons proliferation, or missile technology development.
(d) Compliance Certification. Upon our request, Customer shall promptly provide written certification of its compliance with this Section 15.9 and any additional information reasonably requested to verify such compliance.
(e) Indemnification for Export Violations. Customer shall indemnify and hold harmless the Company Parties from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from Customer’s violation of any export control laws or regulations.
15.10 U.S. Government Rights.
The Services constitute “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFAR 227.7202. Any use by the U.S. Government is subject to the restrictions set forth in these Terms.
16. CONTACT INFORMATION
For questions regarding these Terms, please contact:
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.