PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE TAVALI PLATFORM.
These Terms of Service ("Terms", "Agreement") govern your access to and use of the Tavali revenue-intelligent clinical AI platform and related services (collectively, the "Services") provided by Tavali, Inc., a Delaware corporation ("Tavali", "we", "us", or "our").
By accessing or using the Services, you ("Customer", "you", or "your") agree to be bound by these Terms. If you are entering into this Agreement on behalf of a dental practice, organization, or other entity, you represent that you have the authority to bind such entity to these Terms, and "Customer" and "you" refer to such entity.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.
This Agreement is incorporated into and made part of any Order Form, subscription agreement, or electronic transaction ("Purchase Agreement") between you and Tavali. In the event of any conflict between this Agreement and a Purchase Agreement, this Agreement shall control unless the Purchase Agreement explicitly states otherwise in writing signed by both parties.
1. DEFINITIONS
1.1 "CDT Codes" means the Code on Dental Procedures and Nomenclature, the standardized coding system for dental procedures.
1.2 "Clinical Data" means protected health information (PHI) and other patient data processed through the Services, including but not limited to clinical notes, perio charts, treatment plans, and eligibility information.
1.3 "Derived Data" means de-identified, anonymized, or aggregated data derived from Customer Data that does not identify any individual patient or Customer and is used by Tavali to improve the Services, develop new features, and conduct research.
1.4 "PMS" means practice management system or electronic health record system used by Customer.
1.5 "Service Capacity" means the number of locations, providers, users, and transaction volumes included in your subscription plan as specified in your Purchase Agreement.
1.6 "User" means any individual authorized by Customer to access and use the Services, including dentists, hygienists, dental assistants, office managers, and administrative staff.
2. DESCRIPTION OF SERVICES
2.1 Tavali Platform Overview
Tavali provides a cloud-based, AI-powered revenue intelligence platform for dental practices that includes:
(a) Insurance Eligibility Intelligence: Real-time insurance verification, benefit normalization, coverage confidence scoring, and patient financial estimates.
(b) AI Scribe (Clinical Documentation): Ambient voice-to-text documentation, dental-specific clinical note generation, perio voice dictation, and multilingual transcription with automatic structured note creation.
(c) Treatment Options Engine: Coverage-aware treatment planning, patient education materials, clinician-assisted Q&A support, and pre-authorization packet generation.
(d) Claims Automation: Automated claim assembly, pre-submission validation, denial risk scoring, electronic submission to clearinghouses, and claim status tracking.
2.2 Service Provision
Subject to Customer's compliance with this Agreement and payment of applicable fees, Tavali grants 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 in providing dental care to patients.
2.3 Service Modifications
Tavali may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice of material changes that adversely affect Customer's use of core functionality. Continued use of the Services after such changes constitutes acceptance of the modified Services.
2.4 Beta Features
Tavali may offer beta, pilot, or experimental features ("Beta Features") for testing and evaluation. Beta Features are provided "AS IS" without warranties and may be modified or discontinued at any time. Customer acknowledges that Beta Features may contain bugs or errors and agrees to provide feedback to Tavali regarding performance and usability.
3. ACCOUNT REGISTRATION AND ACCESS
3.1 Account Creation
To access the Services, Customer must create an account and provide accurate, complete, and current information including practice name, locations, contact information, and billing details. Customer must promptly update this information if it changes.
3.2 Administrative Access
Customer will designate one or more administrative users who will have the ability to manage User accounts, configure settings, and access billing information. Customer is responsible for maintaining the confidentiality of all login credentials.
3.3 User Authorization
Customer is solely responsible for:
(a) Determining which individuals may access the Services as Users
(b) Ensuring all Users comply with this Agreement
(c) Maintaining the security of User accounts and passwords
(d) All activities conducted through Customer's account, whether authorized or unauthorized
Customer must immediately notify Tavali of any unauthorized access or security breach.
3.4 Service Capacity Compliance
Customer shall use the Services only within the Service Capacity specified in the Purchase Agreement. Use exceeding Service Capacity may result in additional fees as outlined in Section 5 (Fees and Payment).
4. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS
4.1 Permitted Use
Customer may use the Services only for lawful purposes and in accordance with this Agreement. Customer will:
(a) Comply with all applicable federal, state, and local laws, including HIPAA
(b) Use the Services only within the authorized Service Capacity
(c) Implement appropriate security measures to protect access to the Services
(d) Ensure all Users receive adequate training before using the Services
(e) Maintain adequate internet connectivity and compatible hardware/software
4.2 Prohibited Conduct
Customer will not, and will ensure Users do not:
(a) Reverse engineer, decompile, disassemble, or attempt to derive source code from the Services
(b) Modify, adapt, translate, or create derivative works of the Services
(c) Remove, alter, or obscure any proprietary notices on the Services
(d) Use the Services to provide service bureau, outsourcing, or timesharing services to third parties
(e) Interfere with or disrupt the integrity or performance of the Services
(f) Attempt to gain unauthorized access to the Services or related systems
(g) Use the Services to transmit viruses, malware, or harmful code
(h) Circumvent usage limits, authentication measures, or security features
(i) Use any automated means to access the Services except as explicitly permitted
(j) Sublicense, rent, lease, sell, or distribute the Services to third parties
4.3 Equipment and Connectivity
Customer is responsible for obtaining and maintaining all equipment, software, and network connectivity required to access the Services, including computers, tablets, microphones, internet service, and compatible PMS systems. Tavali is not responsible for any failures or issues arising from Customer's equipment or connectivity.
4.4 Compliance with Healthcare Regulations
Customer acknowledges that:
(a) The Services are tools to assist clinical and administrative workflows
(b) All clinical decisions remain the sole responsibility of licensed healthcare providers
(c) Customer must review and verify all AI-generated content before use
(d) Customer is responsible for ensuring all documentation meets applicable standards of care
(e) Customer must maintain appropriate professional liability insurance
5. FEES AND PAYMENT
5.1 Subscription Fees
Customer agrees to pay Tavali the subscription fees specified in the Purchase Agreement. Fees are based on Service Capacity and may include:
(a) Per-location fees
(b) Per-provider fees
(c) Per-transaction fees (eligibility checks, claims submitted)
(d) Module-specific fees (if Customer subscribes to individual modules)
5.2 Invoicing and Payment Terms
Tavali will invoice Customer according to the billing frequency specified in the Purchase Agreement (monthly, quarterly, or annually). Payment is due within thirty (30) days of invoice date. Invoices will be sent to Customer's designated billing contact via email.
5.3 Late Payment
Unpaid amounts are subject to a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. Tavali may suspend access to the Services if payment is more than thirty (30) days overdue, with notice to Customer.
5.4 Overage Charges
If Customer exceeds Service Capacity, Tavali may charge additional fees as follows:
(a) Additional locations, providers, or users will be billed at the rates specified in the Purchase Agreement
(b) Eligibility checks exceeding included volume will be billed per transaction
(c) Claims submissions exceeding included volume will be billed per claim
(d) Storage exceeding reasonable limits per the Fair Use Policy may incur additional charges
Tavali will provide notice before applying overage charges and work with Customer to adjust Service Capacity if appropriate.
5.5 Price Changes
Tavali may modify pricing for renewals by providing at least sixty (60) days' advance notice. Price changes do not apply to the current subscription term.
5.6 Taxes
Customer is responsible for all sales, use, excise, value-added, and other taxes (excluding taxes based on Tavali's net income) associated with the Services. If Tavali is required to collect or pay such taxes, they will be invoiced to Customer.
5.7 Disputes
Customer must notify Tavali of any billing disputes within sixty (60) days of the invoice date. Failure to notify within this period constitutes acceptance of all charges.
5.8 No Refunds
Fees are non-refundable except as expressly provided in this Agreement or required by law.
6. DATA OWNERSHIP, USE, AND PRIVACY
6.1 Customer Data Ownership
Customer retains all right, title, and interest in and to all Clinical Data and other information Customer submits to or generates through the Services ("Customer Data"). Customer grants Tavali a limited, non-exclusive license to access, process, and store Customer Data solely to provide the Services.
6.2 Tavali's Use of Customer Data
Tavali will:
(a) Process Customer Data only as necessary to provide the Services
(b) Implement appropriate technical and organizational measures to protect Customer Data
(c) Not sell, rent, or share Customer Data with third parties except as required to provide the Services or as required by law
(d) Return or delete Customer Data upon termination as specified in Section 12.6
6.3 Derived Data
Notwithstanding Section 6.1, Tavali owns all right, title, and interest in Derived Data. Tavali may use Derived Data to:
(a) Improve and enhance the Services
(b) Develop new features and products
(c) Conduct research and analytics
(d) Create benchmarking reports and industry insights
(e) Train and improve AI models
Derived Data will not identify any specific patient or Customer.
6.4 Privacy Policy
Tavali's collection, use, and disclosure of personal information is governed by our Privacy Policy available at www.tavali.ai/privacy-policy, which is incorporated into this Agreement by reference. Customer agrees to comply with the Privacy Policy and to provide any required notices to patients and Users.
6.5 HIPAA Compliance
The parties acknowledge that Tavali is a Business Associate of Customer under HIPAA. Tavali will enter into a separate Business Associate Agreement (BAA) with Customer, which will govern the parties' obligations with respect to protected health information. In the event of any conflict between this Agreement and the BAA, the BAA will control with respect to protected health information.
6.6 Security Measures
Tavali implements industry-standard security measures including:
(a) Encryption of data in transit (TLS 1.3) and at rest (AES-256)
(b) Multi-tenant data isolation with per-tenant encryption contexts
(c) Role-based access controls (RBAC)
(d) Regular security audits and vulnerability assessments
(e) Incident response and breach notification procedures
(f) Employee background checks and security training
(g) SOC 2 Type II certification (target: within 12 months of launch)
6.7 Data Retention
Tavali will retain Customer Data during the Term and for a reasonable period thereafter as required to provide the Services and comply with legal obligations. Audio recordings of clinical encounters will be retained for a minimum of seven (7) years to support medico-legal defensibility. Customer may request deletion of specific data subject to retention requirements.
6.8 Data Location
Customer Data is stored on servers located in the United States. Tavali may use third-party service providers, including cloud infrastructure providers, who may store or process data in multiple geographic locations. All service providers are required to maintain appropriate security and privacy protections.
7. INTEGRATIONS AND THIRD-PARTY SERVICES
7.1 PMS Integration
The Services integrate with certain practice management systems. Customer acknowledges that:
(a) PMS integration capabilities depend on the specific PMS vendor and version
(b) Customer is responsible for maintaining a supported version of their PMS
(c) Customer must provide Tavali with necessary API credentials and access
(d) PMS vendors may make changes that affect integration functionality
(e) Tavali is not responsible for PMS vendor actions or failures
7.2 Clearinghouse Services
For eligibility verification and claims submission, Tavali uses third-party clearinghouse providers. Customer acknowledges that:
(a) Eligibility and claims transactions are subject to payer and clearinghouse availability
(b) Transaction results depend on data provided by payers and may contain errors
(c) Tavali does not guarantee acceptance of claims or accuracy of eligibility information
(d) Clearinghouse fees may be included in subscription pricing or billed separately
7.3 Third-Party Services
The Services may integrate with or link to third-party applications, websites, or services. Customer's use of third-party services is governed by the terms and privacy policies of those services. Tavali is not responsible for the availability, accuracy, security, or practices of third-party services and does not endorse or warrant third-party content or services.
7.4 Data Exchange
Customer authorizes Tavali to exchange data with integrated systems (PMS, clearinghouses, etc.) as necessary to provide the Services. Customer is responsible for ensuring it has appropriate rights and patient consents for such data exchange.
8. INTELLECTUAL PROPERTY
8.1 Tavali IP
Tavali and its licensors own all right, title, and interest in and to:
(a) The Services and all software, algorithms, models, and technology underlying the Services
(b) All improvements, enhancements, and modifications to the Services
(c) All documentation, training materials, and content provided by Tavali
(d) All Derived Data
(e) All trademarks, logos, and branding associated with Tavali
(f) All intellectual property rights in any of the foregoing
Customer receives only the limited rights explicitly granted in this Agreement. No other rights are granted by implication or otherwise.
8.2 Feedback
If Customer provides suggestions, ideas, enhancement requests, or other feedback about the Services ("Feedback"), Tavali may use such Feedback without restriction or obligation to Customer. Customer hereby assigns all rights in Feedback to Tavali.
8.3 Customer Marks
Customer grants Tavali the right to use Customer's name, logo, and a brief description of Customer's use of the Services in Tavali's marketing materials, website, and presentations, subject to Customer's standard trademark usage guidelines (if any). Customer may revoke this permission by written notice to marketing@tavali.ai.
8.4 Confidentiality
Each party agrees to protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. "Confidential Information" means non-public information designated as confidential or that should reasonably be considered confidential given the nature of the information and circumstances of disclosure.
Confidential Information does not include information that:
(a) Is or becomes publicly available through no breach of this Agreement
(b) Was rightfully known prior to disclosure
(c) Is rightfully received from a third party without restriction
(d) Is independently developed without use of Confidential Information
(e) Must be disclosed by law (with notice to disclosing party if permitted)
9. AI GOVERNANCE AND CLINICAL OVERSIGHT
9.1 AI-Assisted Technology
Customer acknowledges that the Services use artificial intelligence and machine learning technologies to assist with documentation, eligibility analysis, treatment planning, and claims processing. All AI-generated content is assistive only and requires human review.
9.2 Clinician Control and Review
Customer agrees that:
(a) All AI-generated clinical documentation must be reviewed and approved by a licensed healthcare provider before being finalized or submitted to the patient record
(b) Treatment recommendations and patient education materials are for clinician reference only and must be reviewed before being communicated to patients
(c) The Services do not provide autonomous medical advice or diagnosis
(d) Clinical decision-making remains solely the responsibility of licensed healthcare providers
(e) Electronic signatures or approvals constitute attestation that the provider has reviewed and verified the content
9.3 Confidence Scoring
The Services provide confidence scores for AI-generated content. Lower confidence scores indicate content requiring additional scrutiny. Customer should establish internal protocols for handling low-confidence outputs.
9.4 No Autonomous Patient Interaction
The Treatment Options Engine provides clinician-facing suggestions and patient education materials, but does not communicate directly with patients. All patient communication must be delivered by Customer's clinical staff.
9.5 Limitations of AI
Customer acknowledges that:
(a) AI systems may produce errors, omissions, or inaccuracies
(b) Transcription accuracy depends on audio quality and environmental factors
(c) Eligibility and coverage determinations are estimates and may differ from actual payer adjudication
(d) Denial risk scores are probabilistic and do not guarantee claim acceptance
(e) Customer must maintain professional judgment and not rely solely on AI outputs
10. PROFESSIONAL SERVICES DISCLAIMER
10.1 No Medical Advice
THE SERVICES ARE CLINICAL AND ADMINISTRATIVE WORKFLOW TOOLS ONLY. TAVALI DOES NOT PROVIDE MEDICAL, DENTAL, OR HEALTHCARE ADVICE. THE SERVICES DO NOT ESTABLISH A PROVIDER-PATIENT RELATIONSHIP BETWEEN TAVALI AND ANY PATIENT. ALL CLINICAL DECISIONS MUST BE MADE BY LICENSED HEALTHCARE PROVIDERS.
10.2 Not for Emergency Use
THE SERVICES ARE NOT INTENDED FOR EMERGENCY USE OR TIME-CRITICAL COMMUNICATIONS. DO NOT USE THE SERVICES FOR MEDICAL EMERGENCIES. IN AN EMERGENCY, CALL 911 OR PROCEED TO THE NEAREST EMERGENCY FACILITY.
10.3 Verification Required
All information generated by the Services, including eligibility data, coverage estimates, treatment recommendations, and claim validation results, are provided for informational purposes only. Customer must independently verify all information before relying on it for clinical or financial decisions.
10.4 Insurance and Billing Disclaimer
Tavali does not guarantee:
(a) Insurance claim acceptance or payment
(b) Accuracy of eligibility or benefits information
(c) Compliance with payer-specific billing requirements
(d) Accuracy of patient financial estimates
(e) Successful pre-authorization approvals
Customer remains solely responsible for proper coding, billing, and claims compliance.
10.5 Regulatory Compliance
Customer is responsible for ensuring its use of the Services complies with all applicable dental board regulations, insurance regulations, billing and coding requirements, and state and federal healthcare laws.
11. AVAILABILITY AND SUPPORT
11.1 Service Availability
Tavali will use commercially reasonable efforts to make the Services available 24/7, subject to:
(a) Scheduled maintenance (with advance notice when possible)
(b) Emergency maintenance (with notice as soon as practicable)
(c) Events beyond Tavali's reasonable control (force majeure)
(d) Third-party service provider outages (PMS vendors, clearinghouses, cloud infrastructure)
Tavali targets 99.5% uptime measured monthly, excluding scheduled maintenance.
11.2 Technical Support
Tavali provides technical support to Customer via:
(a) Email support: contact@tavali.ai (response within 24 business hours)
(b) Knowledge base and documentation: https://tavali.ai
(c) In-app help and tutorials
(d) Onboarding and training for new customers
Premium support options with faster response times may be available for additional fees.
11.3 Maintenance Windows
Scheduled maintenance will generally occur during non-business hours. Tavali will provide at least 48 hours' notice for maintenance expected to cause service disruption.
11.4 Service Level Agreement
Specific uptime commitments and service credits may be available under a separate Service Level Agreement (SLA) for Enterprise customers.
12. TERM, TERMINATION, AND EFFECTS OF TERMINATION
12.1 Initial Term
This Agreement begins on the date Customer first accesses the Services (the "Effective Date") and continues for the initial subscription term specified in the Purchase Agreement (the "Initial Term").
12.2 Renewal
Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the Initial Term or any Renewal Term, this Agreement will automatically renew for additional periods equal to the Initial Term (each, a "Renewal Term"). The Initial Term and all Renewal Terms are collectively the "Term".
12.3 Termination for Convenience
Either party may terminate this Agreement for convenience by providing written notice at least thirty (30) days before the end of the then-current term. Termination for convenience does not entitle Customer to any refund of prepaid fees.
12.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party:
(a) Materially breaches this Agreement and fails to cure within thirty (30) days of written notice (or ten (10) days for payment breaches)
(b) Becomes insolvent, files for bankruptcy, or ceases business operations
(c) Engages in illegal or fraudulent conduct related to the Services
12.5 Immediate Suspension
Tavali may immediately suspend access to the Services without liability if:
(a) Customer's account is more than thirty (30) days past due
(b) Customer's use violates this Agreement or applicable law
(c) Customer's use poses a security risk or threatens system integrity
(d) Customer exceeds Service Capacity and fails to upgrade after notice
(e) Required by law or court order
Tavali will provide notice of suspension when practicable and will restore access upon cure of the issue.
12.6 Effects of Termination
Upon termination or expiration:
(a) Customer's right to access the Services immediately ceases
(b) Customer must pay all outstanding fees through the termination date
(c) Tavali will provide Customer with an export of Customer Data in a standard format within thirty (30) days if requested
(d) Tavali may delete Customer Data from its systems sixty (60) days after termination, except where retention is required by law or the BAA
(e) Customer must cease all use of Tavali's intellectual property
12.7 Survival
The following sections survive termination: 5 (Fees for services rendered), 6 (Data Ownership), 8 (Intellectual Property), 10 (Disclaimers), 13 (Warranties and Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), and 18 (General Provisions).
13. WARRANTIES AND DISCLAIMER
13.1 Mutual Warranties
Each party warrants that:
(a) It has the legal authority to enter into this Agreement
(b) Its performance will not violate any other agreement or obligation
(c) It will comply with all applicable laws
13.2 Tavali Warranties
Tavali warrants that:
(a) The Services will perform substantially in accordance with the documentation
(b) Tavali will provide the Services in a professional and workmanlike manner consistent with industry standards
(c) Tavali will maintain appropriate security measures to protect Customer Data
13.3 Customer Warranties
Customer warrants that:
(a) It has all necessary rights and consents to submit Customer Data to the Services
(b) Customer Data and Customer's use of the Services do not violate any third-party rights or applicable laws
(c) All information provided during registration is accurate and complete
13.4 DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAVALI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
TAVALI DOES NOT WARRANT THAT:
(a) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE
(b) ANY DEFECTS OR ERRORS WILL BE CORRECTED
(c) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS
(d) AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE
(e) ELIGIBILITY DATA, COVERAGE ESTIMATES, OR CLAIM PREDICTIONS WILL BE ACCURATE
(f) CLAIMS SUBMITTED THROUGH THE SERVICES WILL BE ACCEPTED OR PAID
CUSTOMER ACKNOWLEDGES THAT THE SERVICES DEPEND ON THIRD-PARTY SERVICES (PMS VENDORS, CLEARINGHOUSES, PAYERS, INTERNET CONNECTIVITY) OVER WHICH TAVALI HAS LIMITED OR NO CONTROL.
14. LIMITATION OF LIABILITY
14.1 CONSEQUENTIAL DAMAGES WAIVER
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:
(a) LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES
(b) LOSS OF DATA OR INFORMATION
(c) COST OF SUBSTITUTE SERVICES OR TECHNOLOGY
(d) LOSS OF GOODWILL OR REPUTATION
(e) BUSINESS INTERRUPTION
(f) PERSONAL INJURY OR PROPERTY DAMAGE (EXCEPT AS PROVIDED IN SECTION 14.3)
THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 AGGREGATE LIABILITY CAP
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAVALI'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TAVALI IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
14.3 Exceptions
The limitations in Sections 14.1 and 14.2 do not apply to:
(a) Either party's indemnification obligations under Section 15
(b) Customer's payment obligations under Section 5
(c) Liability for gross negligence or willful misconduct
(d) Liability that cannot be limited by applicable law
(e) Customer's breach of Section 4.2 (Prohibited Conduct) or Section 8 (Intellectual Property)
14.4 Third-Party Actions
TAVALI IS NOT LIABLE FOR:
(a) THE ACTIONS OR OMISSIONS OF LICENSED HEALTHCARE PROVIDERS USING THE SERVICES
(b) CLINICAL DECISIONS MADE BY CUSTOMER OR ITS PROVIDERS
(c) FAILURES OR ERRORS BY PMS VENDORS, CLEARINGHOUSES, PAYERS, OR OTHER THIRD PARTIES
(d) INACCURATE ELIGIBILITY DATA OR COVERAGE INFORMATION PROVIDED BY PAYERS
(e) CLAIM DENIALS OR PAYMENT DISPUTES WITH INSURANCE COMPANIES
(f) PATIENT HARM ARISING FROM CUSTOMER'S USE OF AI-GENERATED CONTENT
14.5 Statute of Limitations
ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR OF THE EVENT GIVING RISE TO THE CLAIM, OR IT SHALL BE PERMANENTLY BARRED.
14.6 Essential Purpose
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 14 ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT TAVALI WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.
15. INDEMNIFICATION
15.1 Tavali's Indemnification
Tavali will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
(a) Allegations that the Services, when used in accordance with this Agreement, infringe or misappropriate any U.S. patent, copyright, trade secret, or trademark
(b) Tavali's gross negligence or willful misconduct
Tavali's obligations under this Section 15.1 are conditioned on Customer:
(i) Promptly notifying Tavali in writing of the claim
(ii) Giving Tavali sole control of the defense and settlement
(iii) Providing reasonable cooperation in the defense
If the Services are held or believed by Tavali to infringe, Tavali may, at its option:
(a) Obtain the right for Customer to continue using the Services
(b) Modify the Services to be non-infringing while maintaining substantially similar functionality
(c) Terminate this Agreement and refund prepaid fees for the terminated portion
This Section 15.1 does not apply to claims arising from:
(i) Customer's modification of the Services
(ii) Customer's use of the Services in violation of this Agreement
(iii) Combination of the Services with third-party products not provided by Tavali
(iv) Customer's continued use after being notified of infringing activity
(v) Customer Data or content provided by Customer
15.2 Customer's Indemnification
Customer will defend, indemnify, and hold harmless Tavali from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
(a) Customer Data or Customer's submission of Customer Data to the Services
(b) Customer's use of the Services in violation of this Agreement or applicable law
(c) Customer's breach of any representation or warranty in this Agreement
(d) Clinical decisions made by Customer's healthcare providers
(e) Claims by patients arising from healthcare services provided by Customer
(f) Customer's violation of any third-party rights, including intellectual property rights
Customer's obligations under this Section 15.2 are conditioned on Tavali:
(i) Promptly notifying Customer in writing of the claim
(ii) Giving Customer sole control of the defense and settlement (provided that Customer may not settle any claim that imposes obligations on Tavali without Tavali's consent)
(iii) Providing reasonable cooperation in the defense
15.3 Sole Remedy
THIS SECTION 15 STATES THE INDEMNIFYING PARTY'S SOLE LIABILITY AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
16. FAIR USE POLICY
16.1 Purpose
This Fair Use Policy ensures equitable resource allocation and service quality for all customers. Customer agrees to use the Services reasonably and in accordance with Service Capacity.
16.2 Storage Limits
Customer may store Clinical Data generated through normal use of the Services. Tavali monitors storage usage per customer based on Service Capacity. If Tavali detects excessive storage that may impact system performance, Tavali will contact Customer to discuss solutions, which may include data cleanup, archival, or upgrade to higher Service Capacity.
16.3 Network and Bandwidth
Tavali monitors network traffic and bandwidth usage to ensure service quality. If Customer's usage significantly exceeds average usage for similar Service Capacity and impacts other customers, Tavali will contact Customer to address the issue.
16.4 Transaction Volumes
Service Capacity includes reasonable transaction volumes for:
(a) Eligibility verification requests
(b) Claims submitted
(c) AI scribe encounters documented
(d) Audio storage and transcription
Customer will be notified if transaction volumes approach or exceed included limits. Tavali may apply overage charges as specified in Section 5.4.
16.5 Concurrent Users
Service Capacity specifies the number of concurrent active users. Customer must ensure actual usage does not exceed licensed capacity. Tavali may monitor concurrent usage and require capacity upgrades if limits are exceeded.
16.6 API and Automation
Customer may not use automated scripts, bots, or other tools to submit excessive API requests or generate artificial transaction volumes. Reasonable automation for integration purposes is permitted.
16.7 Urgent Situations
In urgent cases where service quality is significantly impacted (e.g., DDOS attacks, security breaches, excessive resource consumption), Tavali may temporarily suspend or throttle Customer's access with notice to Customer as soon as practicable. Tavali will work with Customer to resolve the issue promptly.
16.8 Cost Recovery
If Customer's usage generates costs significantly exceeding those of comparable customers (e.g., due to unusual storage, bandwidth, or transaction patterns), Tavali may isolate Customer's resources and charge for the incremental costs after providing notice and opportunity to remediate.
17. EXPORT COMPLIANCE
Customer may not export, re-export, or transfer the Services or any related technology or materials in violation of U.S. export laws and regulations. Customer represents that it is not:
(a) Located in, or a resident or national of, any country subject to U.S. embargo or trade sanctions
(b) On any U.S. government list of prohibited or restricted parties
(c) Otherwise prohibited from receiving U.S. exports
Customer will comply with all applicable export control laws and regulations.
18. GENERAL PROVISIONS
18.1 Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.2 Jurisdiction and Venue
Any legal action or proceeding arising from or related to this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably consents to the jurisdiction and venue of such courts.
18.3 Dispute Resolution
Before initiating litigation, the parties agree to attempt to resolve disputes through good faith negotiation. Either party may request an executive-level meeting to discuss resolution. If the dispute is not resolved within thirty (30) days, either party may pursue legal remedies.
18.4 Equitable Relief
Each party acknowledges that breach of Sections 4.2 (Prohibited Conduct), 6 (Data), 8 (Intellectual Property), or 8.4 (Confidentiality) may cause irreparable harm for which monetary damages are inadequate. The non-breaching party may seek injunctive or other equitable relief without posting bond.
18.5 Assignment
Customer may not assign or transfer this Agreement without Tavali's prior written consent. Any attempted assignment without consent is void. Tavali may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets upon notice to Customer.
18.6 No Agency
This Agreement does not create any agency, partnership, joint venture, or employment relationship. Neither party has authority to bind the other or incur obligations on the other's behalf.
18.7 Force Majeure
Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, telecommunications failures, cyberattacks, or third-party service provider outages. The affected party must notify the other party promptly and use reasonable efforts to resume performance.
18.8 Notices
All notices must be in writing and sent to the addresses specified in the Purchase Agreement (or as updated by written notice). Notices are deemed delivered:
(a) When personally delivered
(b) When emailed with receipt confirmation
(c) One business day after sending by overnight courier
(d) Three business days after mailing by certified mail, return receipt requested
Notices to Tavali should be sent to:
Tavali, Inc.
3186 Wildflower summit, Encinitas, CA 92024
Email: contact@tavali.ai
18.9 Entire Agreement
This Agreement, together with the Purchase Agreement, Privacy Policy, and BAA, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements, communications, and understandings. No amendment or modification is effective unless in writing and signed by both parties.
18.10 Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.
18.11 Severability
If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full effect.
18.12 Interpretation
Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation." The words "herein," "hereof," and similar terms refer to this Agreement as a whole, not any particular section.
18.13 Counterparts
This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures are valid and binding.
18.14 Government Users
The Services and documentation are "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. Use, reproduction, and disclosure by the U.S. Government are subject solely to the terms of this Agreement.
18.15 Independent Development
Nothing in this Agreement restricts Tavali from developing, marketing, or distributing products or services that may be similar to or competitive with Customer's products or services, provided Tavali does not breach its confidentiality obligations.
18.16 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. No third party has any right to enforce or benefit from this Agreement.
18.17 Language
This Agreement is in English. Any translation is for convenience only, and the English version controls.
18.18 Updates to Terms
Tavali may update these Terms from time to time by posting a new version at www.tavali.ai/terms. Material changes will be effective upon the later of: (a) posting, or (b) thirty (30) days after notice to Customer. Customer's continued use of the Services constitutes acceptance of updated Terms. If Customer does not agree to updated Terms, Customer may terminate this Agreement as provided in Section 12.
19. CONTACT INFORMATION
For questions about these Terms, please contact:
Tavali, Inc.
Email: contact@tavali.ai
Support: contact@tavali.ai
Website: www.tavali.ai
For security incidents or data breaches:
Email: contact@tavali.ai
For privacy inquiries:
Email: contact@tavali.ai
BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.
