Terms of Service

Last updated: November 10, 2026

These terms are an agreement between Diastema LLC, a Texas limited liability company (“Diastema”, “we”, “us”), and the dental practice that signs up (“you”, “the Practice”). The Practice accepts them by signing them on the onboarding form; the box the Practice ticks on our checkout page also agrees to them. The person accepting them represents that they are authorized to bind the Practice. Diastema may rely on that representation without further inquiry.

The Practice represents that it is a business acquiring the Service solely for business use, and not for personal, family, or household use. Diastema is sold only to businesses, for business use. Diastema may rely on this representation without further inquiry.

The Practice signs a single signature statement on the onboarding form. In it, the signer confirms they can bind the Practice; the Practice agrees to these terms and the Business Associate Agreement; accepts the warranty disclaimer (Section 9(d)), the limits of liability (Section 10) and the jury waiver (Section 13(d)); and acknowledges that remote updates and monthly usage statistics cannot be turned off while Diastema is connected (Sections 8A and 8B).

1. What Diastema is

Diastema is software for dental offices that use Open Dental: GapCheck (which checks scheduled exams for the X-rays each patient’s insurance will pay for), follow-ups on unscheduled treatment, analytics and other practice tools. It has two parts:

• The core app, which runs on the Practice’s own server, next to Open Dental, as a Windows service. It works with the Practice’s Open Dental data where that data already lives. Once the Practice connects it to our online services, it sends us regular status reports and usage statistics, and we can update it remotely (Sections 8A and 8B).
• Online services we operate at diastema.app (the “Edge”): the website, sign-up and billing, licensing, the secure address through which the Practice’s computers and devices reach the core app, off-site copies of the core app’s backups, and features that need the internet, as they become available.

Together these are the “Service”. Diastema is a tool for the Practice’s team. It does not give clinical, legal, coding, billing or insurance advice, it is not a medical device, and it does not make decisions for the Practice (Sections 9 and 14(i)).

2. Your account and your responsibilities

(a) Accurate details. You give accurate sign-up and onboarding details and keep them current.

(b) Everything done under your account. You are responsible for everything done under your account and through the core app, whether by your staff, your contractors, your IT company or anyone else you let in, and for the devices you approve, the staff PINs and the access levels you set.

(c) Your systems and your backups. You are responsible for: your server, its operating system, security updates, antivirus and physical security; your network and internet connection; your Open Dental installation (Section 6A); your own backups of Open Dental and of your server; and keeping your recovery code safe. We cannot recover a lost recovery code, and without it the off-site backups cannot be opened. Off-site copies are an accommodation, not a backup service. They depend on the recovery code. We do not promise that a copy exists, is complete, is current, or can be restored. Stopping, suspending, or ending the Service does not oblige us to restore a copy.

(d) Your compliance. You are responsible for the Practice’s own compliance with HIPAA and the other laws that apply to it, including its policies, its risk analysis, and any consent or authorization needed for messages it sends to patients.

(e) Keep patient information out of email. Don’t send us patient information by email, through our sign-up form or in other messages, except in a support file the core app creates or when we ask for something specific. We may delete patient information that reaches us any other way, and we have no liability for that deletion.

(f) Misuse. Tell us promptly (for example by replying to any email we’ve sent you) if you think your account has been misused.

(g) No modification. You will not modify the core app, or remove or alter its licensing, signing, or update controls. A modified core app is unsupported, and we may suspend it.

3. Subscription and billing

(a) Price and office locations. The Service costs $99 a month for each office location, plus tax, or the price on the checkout page we send you. There is no setup fee and no free trial. “Office location” means each physical site at which the Practice sees patients, and each separate Open Dental database the Service is connected to, whichever produces the higher count. A subscription for one office location does not cover a second site, a related practice, a dental service organization affiliate, or a shared login. Each added location is billed at the same price from the day it goes live. The signing Practice is responsible for fees for every location under its account.

(b) When billing starts. When you sign up, you save a card or a US bank account on the checkout page of Stripe, our payment processor. Nothing is charged then. The first charge is made on the day the Service goes live in your office (the core app is installed, connected to our online services and passing our checks), and then monthly on that date until the subscription ends. The subscription continues month to month until it ends under these terms.

(c) Payment authorization. You authorize us, and Stripe on our behalf, to make recurring charges to your saved card or debits from your saved bank account each month as Section 3(b) describes, and for any other amount due under these terms, including taxes, overdue balances and interest on late payments. If a charge fails, we may try it again and may charge any other payment method you have saved with us. Card and bank details go to Stripe, not to us. You are responsible for any processor fee that results from a failed payment or a chargeback of an amount you owe.

(d) Taxes. Prices exclude taxes. You pay all sales, use and similar taxes on the Service, other than taxes on our income. Where we must collect sales tax (for example in Texas), it is added to your invoice. If you claim an exemption, you will give us a valid exemption certificate before the charge, and you remain liable if the certificate is rejected.

(e) Price changes. We may change the price by giving at least 30 days’ notice by email. The new price applies from your first billing date after the notice period. If you don’t accept it, you can cancel before it takes effect.

(f) No refunds. Fees are non-refundable, including for partial months, features you don’t use, time the core app was stopped under Section 5, and months you don’t use the Service, except where the law requires a refund or Section 11(b) or 12(b) provides one.

(g) Billing disputes and chargebacks. If you believe a charge is wrong, tell us in writing within 60 days of the charge; after that, the charge is final. Please contact us before disputing a charge with your bank or card issuer. A chargeback or bank reversal of an amount you owe is a material breach of these terms, and counts as a failed payment under Section 5.

4. Cancellation

You can cancel at any time by telling us in writing, for example by replying to any email we’ve sent you. Cancellation takes effect at the end of the month you have paid for. You won’t be charged again after that, except for amounts you already owe. When the subscription ends, the core app on your server stops working, except that the Practice’s records stay available as Section 5(c) describes, and our online services for your account stop.

5. Late payment

(a) Failed payments. If a payment fails, we email you, and Stripe tries it again over the following weeks. You can pay at any time, or give us a new payment method.

(b) When the core app stops. From 7 days after a failed payment, the core app shows a notice that payment is overdue. If the balance is still unpaid 14 days after the failed payment, the core app stops working until it is paid. If it is still unpaid 30 days after the failed payment, we may cancel the subscription. We may extend these dates at our choice. We may also suspend the Service at once for a chargeback under Section 3(g).

(c) Your records stay available. While the core app is stopped or suspended, and for 30 days after the subscription ends, an administrator of the Practice can still sign in to it to pay the balance, to read all the records Diastema itself keeps (such as follow-up history, X-ray changes, tasks and missed-call notes), and to export them in full as files. Stopping or suspending the core app never disables this access or the export, including during a dispute about fees. At least 7 days before this access ends, we will send a reminder by email to the Practice’s account contacts and by mail to the postal address on file. If the reminder email bounces, access continues until at least 7 days after the mailed reminder. If the Practice asks in writing before access ends, we will extend it once, by 30 days. The Practice is responsible for exporting and keeping its own copy of any of these records it needs after this access ends. Open Dental itself is never affected, and neither is your data in it.

(d) Restoring service. Paying the balance restores full use, usually promptly after the payment clears. We do not promise a particular restoration time.

(e) Interest on late payments. Overdue amounts bear interest at 1.5% a month (18% a year), simple and not compounded, or the highest rate the law allows if that is lower, from the due date until paid. The Practice agrees to this rate now, before any amount is overdue. The Practice will also pay our reasonable costs of collecting overdue amounts, including attorneys’ fees.

(f) Deletion after access ends. After the access in Section 5(c) ends, we may delete the account, the off-site copies, and any other data we hold for the Practice, except where the Business Associate Agreement requires us to return or destroy protected health information on a different schedule. We have no liability for that deletion. We have no duty to keep a copy after that.

6. Data

(a) Your data stays yours. Your Open Dental database, and everything the core app stores on your server, belongs to the Practice. You give us permission to access, use, copy, transmit and store it only as needed to provide, support, secure and improve the Service, and as the Business Associate Agreement allows. You represent that you have the right to give us that permission, including as to data in Open Dental.

(b) Patient information. Where the Service involves protected health information, our Business Associate Agreement with you applies and controls over these terms as to how that information is handled. It does not control monetary remedies. Section 10 and Section 14(d) do.

(c) Account information. We use your sign-up, billing and account information to run, support, secure, bill for, improve and develop the Service, as described in our Privacy Policy. The Privacy Policy describes our practices. It does not expand our liability, and these terms control if they conflict.

(d) Usage statistics and de-identified data. The Practice gives us a perpetual, irrevocable, royalty-free license to use the usage statistics described in Section 8B to operate, support, improve and develop the Service, and to create de-identified data. We own information we create from them, or otherwise as the Business Associate Agreement allows, that has been de-identified in accordance with 45 CFR § 164.514 (by Safe Harbor or by expert determination) and identifies neither the Practice nor any patient. We may use and share that de-identified information for any lawful purpose, including publishing statistics that combine many practices. Before we publish any, we combine the figures across practices, remove anything that identifies a practice, keep no date finer than the year, and leave out small figures. We don’t claim ownership of patient information or of the Practice’s Open Dental data. We will quote the Practice’s own results (for example the value of its GapCheck) only with its permission.

(e) Leaving. You can stop using Diastema at any time; your Open Dental data stays where it is, and Section 5(c) describes how you keep access to Diastema’s own records. Apart from Section 5(c) and what the Business Associate Agreement requires, we have no duty to keep or return data after the subscription ends.

6A. Open Dental

(a) The Practice alone is responsible for its Open Dental license, and for the data in its Open Dental database, including the fee schedules, insurance benefits and frequency limits that GapCheck and other features rely on.

(b) The Practice authorizes Diastema to read its Open Dental database, and to write to it only by the method the Practice has enabled: Open Dental’s programming interface, using the key the Practice approves. Writes made through that interface are made at the Practice’s direction.

(c) Diastema is not a party to the Practice’s Open Dental license, and does not promise that any feature will keep working after a change Open Dental makes.

(d) The Practice will not use Diastema in a way that breaches its Open Dental license.

7. Acceptable use

You agree not to:

• use the Service in breach of the law, including privacy and health information laws, or from or for a country or person that United States sanctions prohibit;
• try to get into systems or data that aren’t yours, or probe, scan or test the Service’s security without our written permission;
• interfere with the Service or other customers’ use of it, including by overloading it;
• copy, resell, sublicense, modify, or reverse-engineer the Service, except as the law expressly allows;
• use the Service, or anything you learn from it (including GapCheck’s rules and queries), to build or help build a competing product;
• share the non-public parts of the Service, such as its screens, queries, rules or pricing terms, with anyone outside the Practice, other than your IT company as needed to support you;
• publish benchmarks or performance results of the Service without our written permission;
• remove or work around licensing, share your account with another practice, or use one office location’s subscription for another site;
• use Diastema to send messages that are unlawful, deceptive, or that patients haven’t agreed to receive.

We may suspend accounts that break these rules: at once when we believe it is needed to protect the Service, other customers or patients’ information, and otherwise after notice. Section 5(c) still applies while an account is suspended. We may review use of the Service as Section 14(j) describes, including to confirm the number of office locations. This Section 7 survives the end of these terms.

8. Our services

(a) Care, security, and providers. We will use commercially reasonable efforts to provide the Service and to protect it with appropriate security measures, and we will list the service providers we use in our Privacy Policy at diastema.app/privacy. We will update that list before a new provider can see patient information. This section does not create a warranty and does not limit Section 9(d).

(b) Changes to the Service. We may change, add or remove features at any time. If a change materially reduces the core features you pay for, you may cancel by telling us within 30 days of the change; that is your only remedy.

(c) Availability. We don’t promise that the Service will be uninterrupted, error-free or available at any particular time. Our online services depend on the internet and on providers we don’t control (Section 9(c)). There is no service-level commitment unless an order form we both sign says otherwise.

(d) Support. We provide support by email on business days, on a reasonable-efforts basis. Support does not include Open Dental, your server, your network, on-site work, or training beyond email. If you ask us to do out-of-scope work and we agree, you will pay our then-current rates.

(e) Previews. Features we label as a preview or beta are provided as they are, may change or be withdrawn at any time, and may lose data. Section 9(d) applies to them in full.

8A. Updates we install

(a) Remote updates. While the core app is connected to our online services, we may install new versions of it on your server, go back to an earlier version, and change its update settings (which release channel it follows and the time of night it installs updates), without asking you first. We normally schedule updates for the install time set in the core app (overnight by default). We may install an update right away, including during your office hours and without notice, when we believe it is needed to fix a security problem or a serious fault. The core app is then unavailable briefly. We do not promise a particular duration.

(b) Safeguards. The core app installs only versions we have published and signed with our private signing key. Before each update it backs up its own database, and if the new version doesn’t start it puts the previous version back by itself. Open Dental and your Open Dental data are not changed by an update. These safeguards are efforts, not a promise that an update will succeed or that no data will be affected.

(c) What you see. The core app’s Settings → Office → Updates shows any update we have scheduled, and who installed the last one (“Diastema support”). Release notes for each version are published with it.

(d) No opt-out while connected. Remote updates can’t be turned off while the core app is connected to our online services. Disconnecting it (Settings → About) stops them, and also stops the online features that need the connection. The Practice acknowledges this in its signature statement on the onboarding form. If the Practice disconnects, it is responsible for the security and function of the version left on its server.

(e) Downtime. Updates are part of the Service, and Section 10 applies to any downtime they cause.

8B. Usage statistics

(a) What is sent. While the core app is connected to our online services, it sends us, after each calendar month, totals for that month only, taken from a fixed list built into the app:

• how many times each part of Diastema was used (for example pages opened, treatment plans printed and which payment options were shown, follow-ups logged, tasks created or completed, GapCheck fixes applied);
• dollar totals: the fees of X-rays GapCheck added, completed or removed during the month, and the total fee of treatment plans printed during the month (where that feature is on);
• how many staff members signed in during the month, by access level and by type of device (computer, tablet, phone);
• how many requests the app handled in each hour of the day, and how many failed or were slow, by area of the app; and
• a few settings: whether certain features are turned on, which update channel is used, and small counts (for example how many devices are added).

(b) What is never sent. Totals by day or week, or any date within the month; patient names, numbers, dates of birth, appointments or other patient details; staff names or user numbers; anything typed into Diastema; and any amount for an individual patient, procedure or treatment plan (only the month’s totals). Any count or total made of fewer than 5 items is sent only as “fewer than 5”, and dollar totals are rounded to the nearest $100.

(c) How we use them. As Section 6(d) describes. We keep them for 25 months and don’t sell them.

(d) No opt-out while connected. Usage statistics can’t be turned off while the core app is connected to our online services, and the core app doesn’t display them. The Practice acknowledges this in its signature statement on the onboarding form.

8C. Text messaging

(a) The program. Diastema sends text messages for the dental practices that use it: appointment reminders and confirmations, links to the practice’s forms, and replies to patients’ questions. Only patients who gave their practice a mobile number and agreed to receive texts get them. The Practice is responsible for having that agreement (Sections 2(d) and 7). This section also tells patients how the texts work. It gives them no other rights under these terms (Section 14(i)).

(b) Frequency and cost. Message frequency varies. Message and data rates may apply.

(c) Opting out. Reply STOP to cancel, HELP for help. We honor an opt-out right away and send one text to confirm it.

(d) Delivery. Carriers are not liable for delayed or undelivered messages. We don’t promise that any text will be delivered, or delivered on time (Section 8(c)).

(e) Help. For help with texts, reply HELP, contact the dental practice that sent them, or contact Diastema LLC, 3088 Basswood Blvd STE 150, Fort Worth, TX 76137.

9. Disclaimers

(a) Not advice. The Practice and its licensed professionals alone are responsible for diagnosis and treatment, for deciding which X-rays to take and which procedures to schedule, for how they are coded and billed, for what they tell patients, and for what they send to patients and payers. Diastema is not a health-care provider and has no patient relationship.

(b) GapCheck and other estimates. GapCheck, treatment estimates, analytics and other results come from the data in your Open Dental database, including your fee schedules and the insurance benefits and frequency limits entered there, which we don’t verify. They are not a promise that any insurer will pay, of any patient’s coverage, eligibility or cost, or of any amount of revenue. Dollar figures in Diastema, in demos, and on our website are estimates.

(c) Products that aren’t ours. Open Dental, Stripe, Amazon Web Services, phone systems, internet providers and other third-party products and services are not ours. We are not responsible for them, for their availability, or for changes they make (including changes to Open Dental or its programming interface that stop a feature from working). Their own terms govern your use of them.

(d) As is. EXCEPT AS THESE TERMS EXPRESSLY STATE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND GOOD AND WORKMANLIKE PERFORMANCE, TO THE FULLEST EXTENT THE LAW ALLOWS. SECTION 8(a) IS AN EFFORTS COMMITMENT ONLY AND IS NOT A WARRANTY. The Practice acknowledges this disclaimer in its signature statement on the onboarding form.

10. Limits of liability

(a) Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, AND EXCEPT AS SECTION 10(c) PROVIDES, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, PATIENTS OR GOODWILL; LOSS OR CORRUPTION OF DATA; BUSINESS INTERRUPTION; THE COST OF SUBSTITUTE SERVICES; DENIED OR REDUCED INSURANCE CLAIMS; OR FINES OR PENALTIES, ARISING OUT OF OR RELATING TO THESE TERMS, THE BUSINESS ASSOCIATE AGREEMENT OR THE SERVICE, EVEN IF TOLD THEY WERE POSSIBLE. THESE EXCLUSIONS DO NOT LIMIT THE PRACTICE’S OBLIGATIONS TO PAY FEES, OR ITS OBLIGATIONS UNDER SECTIONS 7, 11(a), OR 14(b), OR DIASTEMA’S RIGHT TO INJUNCTIVE RELIEF FOR A BREACH OF THOSE SECTIONS.

(b) General cap. TO THE FULLEST EXTENT THE LAW ALLOWS, AND EXCEPT AS SECTION 10(c) PROVIDES, DIASTEMA’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE BUSINESS ASSOCIATE AGREEMENT OR THE SERVICE, TOGETHER, IS LIMITED TO THE FEES THE PRACTICE PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE FIRST CLAIM.

(c) Separate cap for security incidents. FOR A SECURITY INCIDENT OR A BREACH OF UNSECURED PROTECTED HEALTH INFORMATION, INCLUDING DIASTEMA’S BREACH OF ITS SECURITY OR BREACH-NOTIFICATION DUTIES UNDER THE BUSINESS ASSOCIATE AGREEMENT, THE EXCLUSIONS IN SECTION 10(a) DO NOT APPLY TO THE REASONABLE COSTS OF NOTIFICATIONS THE HIPAA RULES REQUIRE BECAUSE OF IT, AND DIASTEMA’S TOTAL LIABILITY FOR IT IS LIMITED TO THE FEES THE PRACTICE PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE INCIDENT. “SECURITY INCIDENT” HAS THE MEANING GIVEN IN THE BUSINESS ASSOCIATE AGREEMENT. THIS LIMIT IS SEPARATE FROM THE LIMIT IN SECTION 10(b). IT DOES NOT LIMIT DIASTEMA’S DUTY TO NOTIFY THE PRACTICE AS THE BUSINESS ASSOCIATE AGREEMENT REQUIRES, AND DIASTEMA BEARS ITS OWN COSTS OF GIVING THAT NOTICE, WHICH DON’T COUNT TOWARD EITHER LIMIT.

(d) How the limits apply. THESE LIMITS APPLY WHATEVER THE LEGAL THEORY, INCLUDING CONTRACT, WARRANTY, TORT (INCLUDING DIASTEMA’S OWN NEGLIGENCE) AND STRICT LIABILITY, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY APPLY TO CLAIMS UNDER THE BUSINESS ASSOCIATE AGREEMENT, EXCEPT TO THE EXTENT TEXAS LAW DOES NOT ALLOW A LIMIT. THEY DO NOT APPLY TO LIABILITY THAT TEXAS LAW DOES NOT ALLOW TO BE LIMITED, INCLUDING LIABILITY FOR FRAUD OR GROSS NEGLIGENCE. THEY DO NOT LIMIT THE PRACTICE’S DUTY TO PAY FEES, ITS INDEMNITY, ITS DUTY OF CONFIDENTIALITY, OR ITS OBLIGATIONS UNDER SECTION 7.

(e) The bargain. Our fees reflect these limits, which are an essential part of the agreement between us. The Practice acknowledges Section 10 in its signature statement on the onboarding form.

11. Indemnity

(a) By the Practice. THE PRACTICE WILL DEFEND, INDEMNIFY AND HOLD HARMLESS DIASTEMA LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES AND CONTRACTORS FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO: THE PRACTICE’S CLINICAL, CODING, BILLING AND INSURANCE DECISIONS, AND ITS CARE OF PATIENTS; THE DATA THE PRACTICE OR ITS STAFF PUT INTO OPEN DENTAL OR DIASTEMA, AND THE MESSAGES IT SENDS TO PATIENTS OR PAYERS USING DIASTEMA; THE PRACTICE’S BREACH OF THESE TERMS, THE BUSINESS ASSOCIATE AGREEMENT OR THE LAW, INCLUDING HIPAA; ANY USE OF THE SERVICE UNDER THE PRACTICE’S ACCOUNT, INCLUDING BY ITS STAFF, CONTRACTORS, IT COMPANY OR ANYONE IT LETS IN; AND THE PRACTICE’S SERVER, NETWORK, DEVICES AND THIRD-PARTY PRODUCTS. THIS INDEMNITY IS NOT LIMITED BY SECTION 10(a) OR 10(b).

(b) By Diastema. Diastema will defend the Practice against any third-party claim that the Service, as Diastema provides it and unmodified, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay the damages and costs finally awarded, or agreed in a settlement Diastema approves. This does not apply to claims arising from the Practice’s data; from combining the Service with Open Dental or other products Diastema didn’t provide; from changes Diastema didn’t make; from use after Diastema told the Practice to stop; or from a preview or beta feature. If such a claim is made or seems likely, Diastema may change the Service so it doesn’t infringe, get the right for the Practice to keep using it, or end the subscription and refund fees paid for any period after the end. This Section 11(b), subject to Section 10, is the Practice’s only remedy for infringement claims.

(c) How claims are handled. The party asking for a defense will tell the other promptly of the claim, let it control the defense and settlement, and cooperate at its expense. A delay in notice relieves the indemnifying party only to the extent it is materially prejudiced. Neither party may settle a claim in a way that admits fault for the other, or binds it, without its written consent.

12. Term, ending and changes to these terms

(a) Term. These terms last while the Practice has an account.

(b) Our right to end. We may end these terms and the Practice’s account: if the Practice materially breaches them and doesn’t cure the breach within 10 days of notice; at once, for a breach of Section 7, a chargeback under Section 3(g), or a breach that can’t be cured; or for any reason by giving 30 days’ notice, in which case we refund fees paid for any period after the end date.

(c) Suspension. We may suspend all or part of the Service at once if we reasonably believe it is needed to prevent harm to the Service, to other customers or to patients’ information, or to comply with the law, or for non-payment or a chargeback. We will restore it when the reason ends, except where we have ended the account. Section 5(c) still applies while the Service is suspended.

(d) What survives. When these terms end, amounts owed become due at once, and Sections 3(f), 3(g), 5(c), 5(e), 5(f), 6, 6A, 7, 9, 10, 11, 13 and 14 continue to apply.

(e) Changes to these terms. We may update these terms. We will email the Practice’s account contacts at least 30 days before a material change takes effect, except that changes the law requires, or that are needed for security, may take effect sooner. Continuing to use the Service after a change takes effect means the Practice accepts it; if it doesn’t, it may cancel before then. Changes to Sections 8A, 8B, 10, 11 and 13 apply to the Practice only once it accepts them affirmatively, for example by signing them; until it does, the earlier version of those sections applies until the Practice cancels or signs. We will never change those sections by email notice and continued use.

13. Disputes

(a) Governing law. Texas law governs these terms, without regard to conflict-of-laws rules.

(b) Venue. The state and federal courts in Tarrant County, Texas, have exclusive jurisdiction over any dispute arising out of or relating to these terms, the Business Associate Agreement or the Service, and both parties consent to them. We may also bring an action to collect unpaid fees, or to protect our software or confidential information, in any court that has jurisdiction.

(c) Talk first. Before starting a lawsuit (other than one to collect unpaid fees, to seek injunctive relief under Section 13(g), or to protect our software or confidential information), a party will give the other written notice of the dispute and 30 days to resolve it.

(d) Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY. THE PRACTICE ACKNOWLEDGES THIS WAIVER IN ITS SIGNATURE STATEMENT ON THE ONBOARDING FORM.

(e) No class actions. Claims may be brought only individually, not as a plaintiff or class member in a class, collective or representative action.

(f) Time limit. Any claim against Diastema must be brought within two years after it arises, except where Texas law does not allow the period to be shortened.

(g) Injunctive relief. A breach of Section 7 or Section 14(b) threatens irreparable harm for which money damages are an inadequate remedy. Diastema may seek temporary, preliminary, and permanent injunctive relief for that breach without proving actual damages, and without posting a bond to the extent a court may waive one.

14. General

(a) Our property. We own the Service and all improvements to it. These terms give the Practice a limited, non-exclusive, non-transferable right to use the Service, for its own internal business, while its subscription is active and only for the office locations it has paid for. We keep all other rights. We may use any suggestions or feedback the Practice gives us freely, without obligation, including to improve the Service and to train and evaluate our own systems, provided we do not use patient information to do so except as the Business Associate Agreement allows.

(b) Confidentiality. The non-public parts of the Service, including the software, GapCheck’s rules and queries, pricing or terms offered only to the Practice, and our plans, are our confidential information. The Practice will keep them confidential and use them only to use the Service. This duty survives the end of these terms. The Business Associate Agreement governs patient information. A breach of this section is not limited by Section 10(a) or 10(b).

(c) Customer list. We may name the Practice as a customer, and use its name and logo for that purpose, including on our website, unless it tells us in writing not to.

(d) Whole agreement and reliance. These terms, the Business Associate Agreement and any order form we both sign are the whole agreement. The Practice is not relying on any demo, website figure, estimate, or statement outside those documents. Dollar figures are estimates. The Business Associate Agreement controls only as to how patient information is handled. The liability limits in Section 10 apply to claims under the Business Associate Agreement, except to the extent Texas law does not allow a limit. Where these terms and the Business Associate Agreement conflict on a monetary remedy, these terms control. Otherwise these terms control. The Privacy Policy does not expand our liability. Terms in a purchase order or other document from the Practice don’t apply.

(e) Assignment. The Practice may not assign these terms without our written consent. We may assign them, without consent, to an affiliate or to a successor to our business or to the Service.

(f) Events outside our control. We are not liable for delays or failures caused by events beyond our reasonable control, including internet, power or provider outages (such as Amazon Web Services, Stripe or Open Dental), cyberattacks, natural disasters, epidemics, labor disputes and government action. This section does not excuse the Practice’s obligation to pay fees.

(g) Electronic signatures and notices. Agreeing electronically is the same as signing in writing. Electronic records of acceptance are admissible. Notices to the Practice are effective when sent by email to its account contacts. Notices to Diastema are effective when received by email at the notices address recorded in the Practice’s signed onboarding form, by reply to any email we have sent the Practice, or by mail at Diastema LLC, 3088 Basswood Blvd STE 150, Fort Worth, TX 76137. The Practice’s signed copy identifies the version of these terms by its date. The Practice may also cancel by replying to any email we’ve sent it (Section 4).

(h) Other terms. If a part of these terms is unenforceable, it is reformed to the minimum extent required and enforced to the fullest extent allowed, and the rest still applies. Not enforcing a right is not a waiver of it. The parties are independent contractors. Headings are for convenience only. These terms are not construed against the drafter.

(i) No third-party beneficiaries; not a device. There are no third-party beneficiaries. Patients, staff, contractors, and payers have no rights under these terms. Diastema is not a health-care provider, not a medical device, and not a substitute for the Practice’s professional judgment. The Service is not intended to diagnose, treat, or bill on the Practice’s behalf.

(j) Monitoring and legal process. We may log and review use of the Service to secure it, to bill for office locations, to enforce these terms, and to comply with law. We may disclose information if we believe the law, a subpoena, or a court or regulator requires it, and we will give the Practice notice when the law allows.

(k) Attorneys’ fees. The Practice will pay the reasonable attorneys’ fees and costs Diastema incurs enforcing Sections 3, 5, 7, 11(a), and 14(b).

Contact: Diastema LLC, 3088 Basswood Blvd STE 150, Fort Worth, TX 76137, or reply to any email we’ve sent you.