SmileDesk Service Agreement

Version 2026-10-29

1. Who this agreement is between

This Service Agreement (the “Agreement”) is between SmileDesk LLC, a California limited liability company (Secretary of State file number B20260415105) (“SmileDesk”, “we”, “us”), and the dental practice whose account is created under it (the “Practice”, “you”). The person who creates the account confirms that they are authorized to bind the Practice. The Agreement takes effect on the date it is accepted, as recorded under section 16, and it includes the Business Associate Agreement, which is accepted at the same time.

2. The service

SmileDesk is a virtual receptionist for dental practices. Under this Agreement we provide:

• Answering. Replies to patient texts, to web chat on your website, and, on the Reception and Complete plans, to calls, at any hour. Replies are in English; with the Spanish add-on, texts and calls are answered in Spanish as well.
• Triage. The assistant sorts concerns using a dentist-reviewed emergency protocol, explains in plain words why the dentist needs to see a symptom without saying what it might be, and sends a true medical emergency to 911 or the emergency room. It does not diagnose, prescribe, or treat.
• Scheduling. Booking, rescheduling, and canceling appointments in the SmileDesk schedule or, when connected, in your practice-management software.
• Insurance eligibility. Real-time checks with a patient's carrier when the patient offers a member id, on plans and add-ons that include it.
• Reminders and outreach. Appointment reminders, and messages to patients who are due or who asked to be contacted, within the limits you set.
• Call recording. Calls are recorded for quality while your Record calls setting is on. You can switch it off in Settings at any time.
• A dashboard. The inbox, appointments, patients, settings, quality reviews, and billing.

We improve the service over time and may change how a feature works. We will not remove one of the functions listed above without 30 days' notice. Anything we describe as coming soon or as a beta is provided as it is.

3. What the Practice agrees to do

• Keep the facts accurate. Hours, address, the insurance you accept, your policies, and anything else the assistant may repeat to patients. The assistant says what you tell it, so a wrong fact reaches patients in your name.
• Consent and notice. Obtain any consent your state requires for texting patients, and give the call-recording notice your state requires. California requires that everyone on a call be told. SmileDesk plays a recording notice at the start of recorded calls, but compliance with your state's law is your responsibility.
• Tell patients. Let patients know, on your website, in your new-patient forms, or by any other reasonable means, that a virtual receptionist may answer. The assistant says so itself whenever a patient asks.
• Supervise clinical decisions. A dentist or a member of your team reviews handoffs, emergencies, and every conversation flagged for a person. The assistant's explanations are not clinical advice, and the Practice remains responsible for the care of its patients.
• Keep the login safe. Use strong, unique passwords, remove staff who leave, and tell us promptly if you believe a login has been compromised. You are responsible for what happens under your logins.
• Use the service lawfully. Only for a dental practice you operate, and within HIPAA, the Telephone Consumer Protection Act, your state's laws, and carrier messaging rules.

4. Plans, your first charge, and fees

• Plans. SmileDesk is sold as a monthly or a yearly plan. The current plans, their prices, and what each includes are shown on the pricing page and on your Billing page, and those are the prices that apply. An insurance eligibility add-on is available on plans that do not already include it, and a Spanish add-on on the Texting and Reception plans (Complete includes it); each is priced on the pricing page and appears on your invoice from the month it is turned on.
• Your first charge, and a 30-day refund. There is no free trial. A card is required to create the account, and the first month, or the first year on a yearly plan, is charged the moment the card goes on file; the plan then renews on that same day of each month, or of each year. If SmileDesk is not right for your practice, cancel from your Billing page within 30 days of that first charge and we refund that first charge in full. After those 30 days the month-to-month terms below apply.
• Allowance and usage. Each plan includes a monthly allowance. Use beyond the allowance is billed at the published rates shown on the pricing page and your Billing page, and appears on the invoice for the following month.
• Billing. Plans are billed in advance, monthly or yearly, through our payment processor. Prices exclude any sales or use tax that applies. A yearly plan is billed once a year in advance at the yearly price shown.
• Month to month. A monthly plan renews each month until you cancel. You can cancel at any time from your Billing page. Cancellation stops the next charge, and the service runs to the end of the period you have paid for. Apart from the 30-day refund above, we do not refund partial months or the unused part of a yearly plan, except where the law requires it.
• Failed payments. If a payment fails we keep the assistant running for a short grace period while the card is retried, then pause it until payment succeeds.
• Price changes. We may change prices with at least 30 days' notice by email. A change applies from your next renewal, and you may cancel before it takes effect.

5. Patient data

• You own it. The Practice owns its patient data and its practice data. We use it only to provide the service to you, to keep the service secure and running, and as the Business Associate Agreement allows. We never sell it, and we never use it to market to your patients.
• Export. You can download your conversations, appointments, patient records, and call history at any time from Settings, in a common machine-readable format and as a readable copy. Call recordings are audio files kept at our telephone carrier for the retention window you set; each can be played from its call in your dashboard while it is kept, and the export lists every recording by its id. After this Agreement ends, ask inside the window in the next bullet and we deliver the export inside that same window.
• Deletion. When this Agreement ends, your data stays available for export for 30 days. Within 30 days after this Agreement ends we delete your patient data and practice data, except what the law requires us to keep, such as billing records, and except as the Business Associate Agreement's clause on return or destruction provides. The Business Associate Agreement sets that same 30 days for protected health information, so the two documents give one deadline and not two. Ask for your export inside that window if you need one.
• Quality. We may use information that identifies neither the Practice nor any patient to improve the safety and quality of the service.
• Privacy. Our Privacy Policy explains what we collect from practices and patients and how it is protected.

6. Availability, support, and problems

We build the assistant to answer every message, and it is designed to hand a conversation to a person rather than go silent when something is wrong. Even so, phone carriers, model providers, hosting, and the internet can fail, and we do not promise uninterrupted or error-free service. When we learn of a problem that affects your patients, we tell you promptly by the email or text you have set in Settings, tell you what we know, and tell you when it is fixed. Support is by email, and the Complete plan also comes with the priority support and setup help described on the pricing page. We may schedule maintenance and will try to do it outside your office hours.

7. Acceptable use

• Use the service only for a dental practice you operate. Groups and dental service organizations should ask us about a group agreement.
• Do not attempt to break into, overload, copy, or reverse engineer the service, and do not feed the assistant patient information from a practice that is not yours.
• Do not send marketing messages through the service to people who have not consented, do not send messages that break carrier rules, and do not use the service in any way that could harm a patient.
• Do not resell the service or share a login with anyone outside the Practice.
• We may suspend the service to stop misuse, and we will tell you why.

8. Confidentiality

Each side may learn things about the other that are not public. For the Practice, that includes our prompts, playbooks, pricing offers, and plans. For us, that includes your business information, your staff, and everything about your patients. Each side keeps the other's confidential information private, uses it only for this Agreement, and protects it at least as carefully as its own, for as long as it stays confidential and, for patient information, as the Business Associate Agreement requires. This does not cover information that is public, that a side already had, or that the law requires a side to disclose, with notice to the other where the law allows.

9. No medical advice

SmileDesk is an administrative service. The assistant explains why the dentist needs to see a symptom and never says what it might be. It never diagnoses, never names the treatment a patient will receive, never recommends or changes a medication, and never promises insurance coverage. Its emergency guidance follows a dentist-reviewed emergency protocol, and it sends a true medical emergency to 911 or the emergency room. Nothing the assistant says is a substitute for the judgment of a licensed dentist, and the Practice remains responsible for the care of its patients.

10. Limits on liability

To the extent the law allows, SmileDesk is provided as it is, without warranties of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Neither side is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost revenue, even if told they were possible. SmileDesk's total liability for all claims arising out of or relating to this Agreement is limited to the fees the Practice paid us in the three months before the event that gave rise to the claim. These limits do not apply to a side's indemnity obligations under section 11, to a side's gross negligence or willful misconduct, or to liability that cannot be limited by law.

11. Indemnities

The Practice will defend and indemnify SmileDesk against third-party claims, including claims by patients, that arise from the Practice's clinical decisions or care, from facts or instructions the Practice gave the assistant, from the Practice's failure to obtain a consent or give a notice the law requires, or from the Practice's breach of this Agreement. SmileDesk will defend and indemnify the Practice against third-party claims that the service, as we provide it, infringes a United States patent, copyright, or trademark, or that arise from SmileDesk's breach of the Business Associate Agreement. The side asking for indemnity must tell the other promptly, let it control the defense and any settlement, and give reasonable help. No settlement may admit fault on behalf of the indemnified side without its consent.

12. Term and termination

This Agreement starts when it is accepted and continues until it ends. Either side may end it at any time, for any reason, by notice: the Practice from its Billing page or by email, and SmileDesk by email to the account owner. Termination takes effect at the end of the billing period already paid for. A cancellation inside the 30-day refund window under section 4 takes effect when we refund the first charge. SmileDesk may suspend the service immediately, and end the Agreement, if the Practice has not paid within the grace period, misuses the service under section 7, or uses it in a way that could harm patients; we will tell you why. When the Agreement ends, the assistant stops answering, your data stays available for export for 30 days and is deleted inside those same 30 days under section 5, and fees already due remain due. Sections 5, 8, 10, 11, 14, and 15 survive, and the Business Associate Agreement survives as it says.

13. Changes to this Agreement

We may change this Agreement. We give the account owner at least 30 days' notice by email before a material change takes effect, with a summary of what changed and a link to the new version. If you do not agree, you may end the Agreement before the change takes effect. The dashboard also asks for an explicit acceptance of the new version, recorded the same way as the original.

14. Governing law and venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. Any dispute the sides cannot settle by talking is brought in the state or federal courts located in Shasta County, California, and each side consents to that venue. Before filing, each side agrees to raise the dispute with the other in writing and to try for 30 days to resolve it directly.

15. The whole agreement

This Agreement, the Business Associate Agreement, the Privacy Policy, and the plan you choose on your Billing page are the entire agreement between the sides about the service and replace any earlier discussions. For a practice with a SmileDesk account, this Agreement also replaces the general Terms of Service on our website, which continues to cover visitors who do not have an account. The Privacy Policy describes how we handle information and is part of this Agreement; where it and this Agreement differ about the Practice's data, this Agreement controls. If a part is unenforceable, the rest stands. A side does not waive a right by not enforcing it once. Neither side may assign this Agreement without the other's consent, except that either side may assign it to a successor to its business on notice. Notices to the Practice go to the account owner's email; notices to SmileDesk go through the contact page or the email on your invoices. The sides are independent, and nothing here creates a partnership, agency, or employment. If this Agreement and the Business Associate Agreement conflict about protected health information, the Business Associate Agreement controls.

16. How this Agreement is accepted

This Agreement is accepted electronically. When a practice creates its SmileDesk account, the person creating it checks a box confirming that they have read and accept the SmileDesk Service Agreement and the Business Associate Agreement. SmileDesk records the version accepted, the email of the person who accepted, the date and time, the client IP address our hosting provider reports for that browser, and the browser itself. That record is the signature for both documents under the federal Electronic Signatures in Global and National Commerce Act and California's Uniform Electronic Transactions Act, and the Practice can see it on its Billing page. When a new version is published, the dashboard asks any signed-in user of the Practice for a fresh acceptance and records it the same way; the person who accepts confirms that they are authorized to bind the Practice. Questions about this Agreement go to our contact page.