Master Subscription Agreement

"Service" means Kaila's AI-powered dental note-taking, transcription, and documentation platform accessible at beta.hellokaila.com and associated applications.

"Customer" means the dental practice or entity that has entered into this Agreement.

"Authorized Users" means the Customer's employees and contractors who are authorized to access the Service under Customer's subscription.

"Customer Data" means all data, including Protected Health Information, submitted by or on behalf of Customer through the Service.

Subject to the terms of this Agreement and payment of applicable fees, Kaila grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term solely for Customer's internal business operations.

Customer is responsible for all activity occurring under Customer's account and must notify Kaila immediately of any unauthorized use of the Service or any other security breach.

Customer agrees to pay all fees specified in the applicable order form or subscription page. Subscriptions are billed in advance on a monthly or annual basis as selected by Customer. All fees are non-refundable except as expressly set forth in this Agreement.

Kaila reserves the right to modify pricing with 60 days' advance written notice. Continued use of the Service after the effective date of a price change constitutes acceptance of the new pricing.

Late payments may result in service suspension after 10 days of non-payment. Kaila will make reasonable attempts to contact Customer before suspending service.

Customer retains all right, title, and interest in and to Customer Data. Kaila claims no ownership over Customer Data and will not use Customer Data for any purpose other than providing the Service to Customer.

Customer grants Kaila a limited license to process Customer Data solely to provide the Service. Upon termination, all Customer Data will be securely deleted within 30 days, with written certification available upon request.

Kaila operates as a HIPAA Business Associate. A Business Associate Agreement (BAA) must be executed between Kaila and Customer prior to any processing of Protected Health Information. The BAA is incorporated by reference into this Agreement.

Customer represents that it is a HIPAA Covered Entity or Business Associate and that its use of the Service complies with all applicable HIPAA requirements.

Customer agrees not to:

• Use the Service for any unlawful purpose or in violation of any regulations
• Attempt to gain unauthorized access to any portion of the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell, sublicense, or transfer access to the Service to third parties
• Use the Service to store or transmit malicious code or interfere with Service integrity

Kaila will use commercially reasonable efforts to make the Service available in accordance with the Service Level Agreement. The SLA is incorporated by reference into this Agreement and governs uptime commitments, service credits, and support response times.

Kaila may perform scheduled maintenance with at least 48 hours' advance notice, typically during off-peak hours.

IN NO EVENT WILL KAILA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

This Agreement begins on the date Customer creates an account and continues until terminated. Either party may terminate this Agreement with written notice. Customer may terminate at any time; termination takes effect at the end of the current billing period with no refund for unused time.

Kaila may terminate this Agreement immediately for material breach, non-payment after notice, or violations of applicable law.

This Agreement is governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes shall be resolved in the courts of competent jurisdiction in Florida.

For questions about this Agreement, contact support@hellokaila.com.