Terms of Service

1. Electronic and Telephonic Communications

1.1 Communications Generally

When you visit the Site or send emails, texts, or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by email, SMS, push notification, or by posting notices on this Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

1.2 Email Communications

By creating an account on the Site, you acknowledge and agree that SmileJump will send service-related emails relating to your account, including appointment reminders, booking confirmations, and service updates. These transactional communications are necessary for the operation of your account and cannot be opted out of while your account remains active. You may also receive promotional communications regarding our products and services. You can unsubscribe from promotional emails at any time by clicking the unsubscribe link in any such communication.

1.3 SMS and Telephonic Communications

By opting in to receive SMS messages or telephone calls from us, you acknowledge and agree that you are solely responsible for providing SmileJump with accurate contact information, including your mobile device number and email address. You represent that you are the current subscriber or owner of any telephone number that you provide. Should your contact information change, you agree to notify us promptly. SmileJump is not responsible for communications sent to outdated contact information. Standard message and data rates may apply to SMS communications.

2. Changes to These Terms and the Services

These Terms, in the form posted at the time of your use of the applicable Services, shall govern such use. As our Services evolve, we may modify these Terms prospectively. Each time you access or use the Services, you are entering into a new agreement with us on the then-applicable terms. We may notify you of changes by posting updated Terms on the Site or by other reasonable means. Your continued use of the Services after such notice constitutes your acceptance of the updated Terms. We reserve the right to change, suspend, or discontinue any aspect of the Services at any time, provided that if you have executed an Order Form, we will not materially degrade any Services purchased by you during the applicable subscription period.

3. Privacy

We only use your information as described in our Privacy Policy. We are committed to the protection of your privacy and personal information. You represent and warrant that any data, information, or records that you submit to the Site will only contain personal information for which you have provided all necessary notices and disclosures, obtained all applicable third-party consents and permissions, and otherwise have all authority required under applicable laws to enable us to provide the Services. You acknowledge that the handling of personal health information may be subject to additional agreements or terms, including any applicable data protection or health information legislation.

4. Services

4.1 Patient Marketplace Services

SmileJump provides a platform that allows individuals to search for dental care providers, read reviews, and schedule appointments. You agree to use the patient marketplace only for the following purposes:

• Finding a dental care provider for yourself or another person
• Reading reviews and ratings of dental care providers
• Submitting your own honest reviews and ratings of providers with whom you have a relationship
• Booking, managing, or cancelling dental appointments
• Any other purpose authorized by SmileJump from time to time

4.2 Clinic Services

SmileJump also provides practice management and marketing services to dental clinics that have subscribed to our platform. These services may include clinic profile management, appointment scheduling tools, patient communication features, review management, analytics, and other services as described in the applicable Order Form or subscription agreement.

4.3 Account Security

To access certain features of the Services, you may be required to create a user account with login credentials ("User ID"). You agree to keep your User ID secure and will not share it with anyone else. We will not be liable for any loss or damage arising from your inability or failure to comply with this obligation. You are responsible for all activity that occurs under your account and agree to notify us immediately if you become aware of any unauthorized use of your account.

4.4 Responsibilities When Using the Services

By using the Services, you agree to:

• Provide only true, accurate, current, and complete information, and maintain and promptly update such information
• Comply with all applicable laws and regulations, including intellectual property, data, and privacy laws
• Upload and disseminate only content that you own or have the rights to share
• Use reasonable efforts to prevent unauthorized access to or use of the Services
• Keep all login information confidential
• Monitor and control all activity conducted through your account
• Promptly notify us if you become aware of any illegal or unauthorized activity or a security breach involving your account

If we have reason to believe that you have failed to comply with the above, SmileJump may without notice suspend or terminate your access to our Services and refuse any and all current or future use of our Services.

5. User Submissions

5.1 General

SmileJump may offer you the opportunity to submit reviews, messages, text, images, photos, comments, feedback, and other content (collectively, "User Submissions") through the Services. Except as otherwise described in the Privacy Policy, your User Submissions will be treated as non-confidential, and SmileJump does not assume any obligation with respect to your User Submissions.

5.2 Representations

For any User Submissions, you represent and warrant that:

• You are the sole author and owner of the intellectual property rights in the User Submissions, or you have a lawful right to submit them and grant SmileJump the rights set forth in these Terms
• Your User Submissions will be a true and accurate representation of your experience with the dental care provider, if applicable
• Your User Submissions will not be false, misleading, or deceptive
• Your User Submissions will not infringe any intellectual property or other right of any third party
• Your reviews will not include personally identifiable information of any patient, including contact information, health details, or other protected information

5.3 Content Guidelines

When submitting content to the Services, you agree to the following:

• Do not submit content that belongs to others and present it as your own
• Your content must not threaten, harass, abuse, or harm others, and must not include discriminatory remarks connected to race, national origin, gender, sexual orientation, religion, or disability
• Your content must not be defamatory, obscene, pornographic, or otherwise objectionable
• Your content must not advertise or promote any product, service, or commercial activity unrelated to the Services
• Your content must not promote any illegal or unauthorized activity
• Do not impersonate any other person, user, or organization

5.4 License to User Submissions

By submitting User Submissions, you grant SmileJump a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license to use, copy, distribute, reproduce, display, publish, translate, create derivative works from, and otherwise exploit your User Submissions in any manner and through any medium now known or hereafter developed, for any purpose including advertising and marketing the Services. You understand that you will not receive any compensation for any of the rights granted in this section. SmileJump reserves the right to remove any User Submissions at its sole discretion.

6. Clinic Data

If you subscribe to SmileJump's clinic services or otherwise execute an Order Form with us, you agree that SmileJump will collect, use, and process data from your organization (including patient information) for the purpose of providing the Services ("Clinic Data"), subject to our Privacy Policy and any applicable additional agreements.

With respect to Clinic Data, you represent and warrant that:

• The provision of the Clinic Data to SmileJump and our use thereof complies with all applicable laws, and you have received all necessary third-party approvals and consents
• The Clinic Data does not and will not infringe upon or violate the rights of any third party
• The Clinic Data complies with all applicable medical practice, licensure, and ethical standards

You shall exclusively own all Clinic Data. You hereby grant SmileJump a non-exclusive, non-transferable, royalty-free right to use Clinic Data to provide the Services, generate aggregate and anonymized data to improve the Services, and as otherwise described in the Privacy Policy.

7. Proprietary Rights and Limited License

7.1 SmileJump Materials

All materials on this Site and Services, including without limitation information, images, illustrations, audio, video, trademarks, trade dress, logos, trade names, and service marks (collectively, the "SmileJump Materials") are protected by intellectual property rights owned and controlled by SmileJump, its affiliates, or their licensors. The SmileJump Materials may not be copied, downloaded, reproduced, republished, uploaded, posted, transmitted, or distributed without the prior written consent of SmileJump, except as specifically permitted by these Terms.

7.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to access and use the SmileJump Materials for your personal, non-commercial use only. This license does not give you any ownership of, or any other intellectual property interest in, any SmileJump Materials, and may be immediately suspended or terminated at our sole discretion without advance notice or liability.

8. Prohibited Uses

You will not use the Services in violation of these Terms or any applicable law. Without limiting the foregoing, you will not (and will not attempt to) directly or indirectly:

• Upload, transmit, or otherwise communicate any content that contains viruses, malware, or any software intended to damage or disrupt computer systems
• Submit content that is false, intentionally misleading, impersonates another person, or includes reviews that do not represent your genuine experience
• Post content that is defamatory, abusive, threatening, obscene, harassing, discriminatory, or harmful to minors
• Share, transfer, or otherwise provide access to your account to another person
• Disable, overburden, or interfere with servers or networks connected to the Site
• Gain unauthorized access to the Site or attempt to breach security or authentication measures
• Use any data mining, scraping, robots, or similar data gathering methods
• Copy, modify, reverse engineer, decompile, or disassemble any part of the Services
• Use the Services for the purpose of building a similar or competitive product
• Authorize, permit, or encourage any third party to do any of the above

9. Third-Party Information and Medical Disclaimer

You acknowledge and agree that:

• The list of dental care providers on the Site may not be a complete list of every provider in a given area and may not be updated in real time
• Information about a particular provider may not be fully accurate, complete, or current
• The inclusion of any dental care provider on the Site is not an endorsement by SmileJump and does not indicate that SmileJump has conducted due diligence regarding the provider
• Any availability information displayed may not be accurate or up to date
• The Site is NOT a source of medical advice and should not be used for the diagnosis or treatment of any medical or dental condition
• SmileJump does not provide dental services and is not responsible for the quality, safety, or legality of services provided by dental care providers listed on the platform
• In the event of a medical or dental emergency, you should call 9-1-1 or your local emergency number and not rely on information contained on the Site

10. Linked Sites and Third-Party Services

The Site may contain links or provide access to third-party websites, content, or services. SmileJump does not endorse any third-party websites or services and does not guarantee their quality, accuracy, reliability, or fitness for any purpose. Third-party websites and services are not under SmileJump's control, and if you choose to access them, you do so at your own risk. You may be required to accept separate terms of use when accessing third-party services.

The Site may integrate with social networking services or other third-party platforms. We do not control such services and are not liable for the manner in which they operate.

11. Payment Terms

Certain Services require payment of fees. If you subscribe to paid Services, you agree to pay all applicable fees as described in the applicable Order Form or subscription agreement. All fees are quoted in Canadian dollars unless otherwise specified. You are responsible for providing accurate and current billing information. SmileJump reserves the right to suspend or terminate access to paid Services in the event of non-payment.

Unless otherwise stated, subscriptions automatically renew at the end of each billing period. You may cancel your subscription at any time through your account settings or by contacting us, but cancellation will take effect at the end of the current billing period and no refunds will be issued for partial periods.

12. Disclaimer of Warranties

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR CONDITIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE AND ALL MATERIALS PROVIDED THROUGH THE SITE OR OTHERWISE BY SMILEJUMP ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SMILEJUMP DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, AND NON-INFRINGEMENT, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

IN THE EVENT OF ANY INTERRUPTION OR DISRUPTION IN THE SERVICES FOR ANY REASON, SMILEJUMP WILL NOT BE REQUIRED TO ISSUE A REFUND FOR ANY PURCHASE MADE BY YOU. SMILEJUMP WILL USE REASONABLE EFFORTS TO RESTORE SERVICE AS SOON AS REASONABLY POSSIBLE.

13. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless SmileJump, its affiliates, and each of their officers, directors, agents, employees, licensees, successors, and assigns ("SmileJump Parties") from any claims, causes of action, demands, losses, damages, fines, penalties, or other costs or expenses of any kind, including reasonable legal fees, arising out of or in connection with:

• Your breach or alleged breach of any provision of these Terms
• Your User Submissions and Clinic Data
• Your negligence, willful misconduct, or violation of any applicable laws, regulations, or the rights of a third party
• Your use or the use by any third party using your User ID of the Services
• Any misrepresentation made by you
• SmileJump Parties' use of information that you submit to us

You will cooperate as reasonably required by the SmileJump Parties in the defense of any claims. SmileJump Parties retain the exclusive right to settle, compromise, and pay any claims, and reserve the right to assume the exclusive defense and control of any claims.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SMILEJUMP BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, OR OTHER LIABILITIES, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS.

TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF (A) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000), OR (B) IF YOU HAVE EXECUTED AN ORDER FORM WITH SMILEJUMP, THE TOTAL AMOUNT OF FEES PAID BY YOU TO SMILEJUMP IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

15. Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. While we will make reasonable efforts to resolve any disagreements you may have with SmileJump, if these efforts fail, you agree that any claims, disputes, or controversies arising in connection with these Terms or your use of the Services shall be resolved through binding arbitration administered in accordance with the applicable rules of the ADR Institute of Canada, unless the matter qualifies for small claims court. The arbitration shall be conducted in the English language and shall take place in the province of Ontario, Canada, or at another location mutually agreed upon in writing.

YOU AND SMILEJUMP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. UNLESS YOU AND SMILEJUMP AGREE OTHERWISE, NO ARBITRATOR MAY CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

16. Term and Termination

These Terms will commence on the day you first use the Services and will continue for as long as you use the Services or until terminated. SmileJump may, at any time: (i) suspend or terminate your rights to access or use the Services; or (ii) terminate these Terms if, in the sole discretion of SmileJump, you fail to comply with any provision of these Terms or engage in any fraudulent or harmful activity.

You may terminate these Terms at any time by ceasing use of the Services and closing your account. Upon termination, your right to use the Services will immediately cease. The provisions of these Terms which by their nature should survive termination will survive, including the rights and licenses you grant to SmileJump, as well as the indemnities, disclaimers, limitations on liability, and the provisions regarding dispute resolution and governing law.

17. General Provisions

17.1 Governing Law

These Terms are governed by and shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law.

17.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form or additional terms, constitute the entire agreement between you and SmileJump with respect to the Services and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written.

17.3 Waiver

Our failure to enforce any provision of these Terms will not be construed as a waiver of any provision or right. A waiver of any provision must be in writing and a waiver in one instance will not preclude enforcement on other occasions.

17.4 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions.

17.5 Assignment

You may not assign these Terms or any of your rights to the Services to any third party without our prior written consent. SmileJump may assign any or all of its rights and obligations under these Terms to any third party without your consent. Any assignment in violation of this section will be void.

17.6 Geographic Restrictions

SmileJump makes no representation that the Services are appropriate or available for use in locations outside of Canada. We provide the Services for use only by persons located in Canada. If you choose to access the Services from locations outside Canada, you do so at your own risk and are responsible for compliance with local laws.

17.7 Language

It is the express wish of the parties that these Terms and all related documents be drawn up in English. Les parties aux présentes ont expressément demandé que cette convention et tous les documents qui s'y rattachent soient rédigés en anglais.

18. Contact Us

If you have any questions about these Terms, please contact us at care@smilejump.com.