Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between Dental Spaces LLC (“Ayla,” “we,” “us,” or “our”), a California limited liability company located at 1240 S Westlake Blvd Ste 127, Westlake Village, CA 91361, and the party accepting these Terms (“you”).

These Terms apply to two distinct audiences, each with additional obligations set forth below:

(a) Practice Subscribers: Dental practices, dental service organizations (DSOs), and individual dentists who subscribe to the Ayla platform as paying business customers (“Subscribers”). If you are subscribing on behalf of a legal entity, you represent and warrant that you have authority to bind that entity to these Terms.

(b) Patient End Users: Individuals who access the Ayla patient portal, complete online booking or intake forms, make payments, or receive communications sent by a dental practice through the Platform (“Patients”).

By creating an account, clicking “I Agree,” subscribing, or using any feature of the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not access or use the Platform.

For Subscribers, these Terms are effective on the earlier of the date you execute an Order Form, activate a subscription, or first access the Platform. For Patients, acceptance occurs when you use any feature of the Platform, regardless of whether you create an account.

“BAA” means Business Associate Agreement, the HIPAA-required data processing agreement between Ayla and each Subscriber.

“Covered Entity” has the meaning assigned in 45 C.F.R. § 160.103 and refers to the Subscriber (dental practice) using the Platform.

“Order Form” means a subscription agreement, pricing page acceptance, or other ordering document that incorporates these Terms and specifies the subscription plan, fees, and term.

“PHI” (Protected Health Information) has the meaning assigned in 45 C.F.R. § 160.103, including electronic PHI (“ePHI”) under 45 C.F.R. § 164.304.

“Platform” means the Ayla dental practice management software, including the web application, patient portal, online booking, intake and consent forms, electronic health records, treatment planning, billing and claims processing, ERA review, insurance eligibility, patient communications (SMS and email), AI co-pilot, voice charting, perio charting, scheduling, reporting, and all related services, APIs, and infrastructure operated by Dental Spaces LLC.

“Subscriber Data” means all data, including PHI and non-PHI, submitted to or generated by the Platform by or on behalf of a Subscriber, including patient records, practice configurations, and staff information.

“User” means any individual granted access to the Platform by a Subscriber, including dentists, hygienists, dental assistants, office managers, billing staff, and front desk personnel.

Ayla is a technology platform designed to help dental practices manage their operations, including scheduling, clinical documentation, billing, and patient communications. Ayla is not a healthcare provider, dental practice, insurer, or clearinghouse acting in a clinical capacity.

Nothing on the Platform constitutes medical or dental advice, diagnosis, or treatment. All clinical decisions—including diagnoses, treatment recommendations, prescriptions, and referrals—are made solely by licensed dental professionals at the dental practice using the Platform. Ayla has no responsibility for, and exercises no control over, the clinical care you receive from any dental practice.

The Platform includes AI-assisted features (including voice charting, automated documentation, and insurance eligibility interpretation). AI-generated outputs are drafts intended to assist licensed practitioners, not to replace clinical judgment. Subscribers are solely responsible for reviewing, verifying, and approving any AI-generated clinical content before relying on it.

4.1 Account Registration. Subscribers must provide accurate, current, and complete information when creating an account and must keep account information updated. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of access credentials. You must immediately notify Ayla at support@ayladental.com of any unauthorized access or security breach.

4.2 Authorized Users. Subscribers may grant access to Users within their practice. Subscribers are responsible for their Users’ compliance with these Terms. Access credentials are non-transferable and may not be shared outside the practice. Subscribers must promptly deactivate accounts for Users who are no longer employed or authorized.

4.3 HIPAA Compliance. Subscribers represent and warrant that they are a HIPAA Covered Entity (or Business Associate acting under a contract with a Covered Entity) and that they will use the Platform only in compliance with HIPAA, HITECH, and applicable state health privacy laws, including the California Confidentiality of Medical Information Act (CMIA), Cal. Civil Code §§ 56–56.37. Subscribers are responsible for obtaining all necessary patient authorizations, providing required HIPAA Notices of Privacy Practices, and maintaining their own HIPAA policies and procedures.

4.4 Accurate Data. Subscribers are solely responsible for the accuracy, completeness, and legality of all data they submit to the Platform, including patient demographic and clinical information, insurance data, and fee schedules.

4.5 Prohibited Uses. Subscribers must not: (a) use the Platform for any purpose other than lawful dental practice management; (b) submit data belonging to patients of another practice without that practice’s written authorization; (c) circumvent or attempt to circumvent any security feature; (d) reverse-engineer, decompile, or disassemble any part of the Platform; (e) resell, sublicense, or white-label the Platform without written authorization from Ayla; (f) use the Platform to transmit malicious code, spam, or unauthorized communications; or (g) violate any applicable law, regulation, or professional licensing obligation.

4.6 State Licensing. Subscribers represent that they hold all required dental practice licenses and provider enrollment credentials (including valid NPI, DEA number where applicable, and state dental licenses) and that they will maintain such credentials in good standing during the term.

5.1 Subscription Plans. Ayla offers subscription plans as described on our pricing page or in an applicable Order Form. Plan features, limitations, and pricing are subject to change with at least 30 days’ notice to Subscribers.

5.2 Fees. Subscriber fees are billed in advance on a monthly or annual basis, as selected at signup. All fees are stated and payable in U.S. dollars. Fees are exclusive of applicable sales, use, or excise taxes, which are the Subscriber’s responsibility.

5.3 Payment Authorization. By subscribing, you authorize Ayla to charge your payment method (processed via Stripe) on a recurring basis for the applicable subscription fees. You represent that you are authorized to use the payment method provided.

5.4 Failed Payments. If a payment fails, Ayla will attempt to recharge the payment method on file. We may suspend access to the Platform if payment is not received within 10 days of a failed charge. Access will be restored upon receipt of outstanding amounts. You remain liable for all fees accrued prior to suspension.

5.5 No Refunds. Subscription fees are non-refundable except as required by applicable law or as expressly stated in an Order Form. If you cancel a monthly subscription, your access continues through the end of the current billing period with no prorated refund. Annual subscriptions cancelled before the term end are non-refundable unless required by law.

5.6 Fee Changes. Ayla may change subscription fees upon at least 30 days’ written notice. Your continued use of the Platform after the fee change effective date constitutes acceptance of the new fees.

5.7 Disputes. You must notify Ayla in writing of any billing dispute within 30 days of the invoice date. Failure to dispute within this period constitutes acceptance of the charges. Disputed amounts will be investigated in good faith; undisputed portions remain due and payable.

5.8 Free Trials. If Ayla offers a free trial period, access to paid features will require entering a valid payment method. You will be charged at the end of the trial unless you cancel before the trial period expires.

6.1 BAA Requirement. Because Ayla accesses, processes, and stores PHI on behalf of Subscriber dental practices, a Business Associate Agreement is required under 45 C.F.R. §§ 164.504(e) and 164.308. By subscribing to the Platform, Subscriber agrees to the Ayla Business Associate Agreement (available at ayladental.com/baa), which is incorporated by reference into these Terms and is binding on both parties.

6.2 BAA Scope. The BAA governs Ayla’s permitted uses and disclosures of PHI, security safeguards, subcontractor obligations, breach notification procedures, and data return or destruction upon termination, consistent with 45 C.F.R. Part 164.

6.3 Conflict. In the event of a conflict between these Terms and the BAA with respect to the handling of PHI, the BAA controls.

6.4 Security Obligations. Ayla implements and maintains administrative, physical, and technical safeguards consistent with the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C), including: AES-256 encryption of ePHI at rest and in transit (TLS 1.2+), role-based access controls, audit logging of all PHI access and modifications, and a formal incident response and breach notification program. Ayla will notify Subscribers of a confirmed breach involving their PHI without unreasonable delay and no later than 60 calendar days after discovery, consistent with 45 C.F.R. § 164.410.

6.5 Subprocessors. Ayla utilizes the following HIPAA-covered subprocessors under signed BAAs: Google Cloud Platform (Vertex AI / Gemini, Cloud Run, Cloud SQL, Cloud Storage, Google Cloud STT/TTS, Cloud Translation — covered under a signed Google BAA dated May 8, 2026); Stedi Inc. (EDI clearinghouse for eligibility and claims); Stripe Inc. (payment processing). A current list of subprocessors is available upon request.

6.6 Google Cloud Compliance. Google Cloud has signed a HIPAA Business Associate Agreement with Ayla covering Vertex AI and 139+ Google Cloud services. AI processing (including voice charting and eligibility interpretation) occurs within Google’s HIPAA-covered environment. Audio and transcript data processed through AI features is subject to Google’s BAA obligations and is not used by Google to train models.

7.1 Ayla IP. The Platform—including its software, source code, algorithms, machine learning models, user interface, visual design, trademarks, logos, and documentation—is the exclusive property of Dental Spaces LLC or its licensors and is protected by U.S. and international copyright, patent, trademark, trade secret, and other intellectual property laws. No rights are granted to you except the limited license expressly set forth in these Terms.

7.2 License to Subscribers. Subject to your payment of applicable fees and compliance with these Terms, Ayla grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal dental practice management operations during the subscription term.

7.3 Subscriber Data Ownership. You retain all right, title, and interest in and to your Subscriber Data, including patient PHI. You grant Ayla a limited license to process Subscriber Data solely to provide the Platform services as described in these Terms and the BAA. Ayla does not sell, rent, or share Subscriber Data with third parties for advertising or commercial purposes.

7.4 Aggregated, De-identified Data. Ayla may use de-identified and aggregated data derived from Platform usage (from which all direct and indirect identifiers have been removed consistent with 45 C.F.R. § 164.514(b)) for product improvement, benchmarking, and research purposes. Such de-identified data is not PHI and is not subject to the BAA. Ayla will not attempt to re-identify de-identified data.

7.5 Feedback. Any suggestions, ideas, enhancement requests, or feedback you provide to Ayla may be used by Ayla without restriction and without any obligation to compensate you, credit you, or keep such feedback confidential.

7.6 Reservation of Rights. All rights not expressly granted are reserved by Ayla. Nothing in these Terms transfers any intellectual property ownership to you.

8.1 Access Through Dental Practices. Patients access the Platform through the patient portal, online booking pages, intake forms, or secure payment links provided by or on behalf of a dental practice that uses Ayla. The dental practice—not Ayla—is your healthcare provider and the primary controller of your health information under HIPAA.

8.2 Age and Eligibility. You must be at least 18 years old to create a patient portal account or take independent action on the Platform. A parent or legal guardian may act on behalf of a minor patient and by doing so represents that they hold the legal authority to do so. All information you provide must be accurate and complete.

8.3 Appointments. Online appointment bookings are requests submitted to the dental practice and are subject to confirmation by practice staff. An appointment is not confirmed until you receive a confirmation from the practice. Cancellation and no-show policies, including any applicable fees, are set by each individual dental practice, not by Ayla.

8.4 Patient Payments. Patient payments for dental services are processed via Stripe, Inc. By submitting a payment, you authorize the charge to your selected payment method. Refund and payment plan policies are established by each dental practice. Ayla does not control or set treatment fees, co-pays, deductibles, or payment plans. Any billing disputes should be directed to your dental practice.

8.5 Accuracy of Information. You are responsible for the accuracy of health history, insurance, and demographic information you provide. Inaccurate information may affect the quality of care you receive or the processing of insurance claims.

8.6 Patient Rights Under HIPAA. Your rights regarding your protected health information (including access, amendment, accounting of disclosures, and restrictions) are primarily governed by your dental practice’s HIPAA Notice of Privacy Practices. To the extent Ayla holds PHI directly subject to patient rights under HIPAA, those requests should be directed to the relevant dental practice, which will coordinate with Ayla as needed.

9.1 ESIGN Act Compliance. By using the Platform to sign intake forms, treatment consents, financial agreements, or other documents, you consent to conduct business electronically and to use electronic signatures. Electronic signatures created or authenticated through the Platform are legally binding and have the same legal effect as handwritten signatures under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) (“ESIGN”) and the California Uniform Electronic Transactions Act (Cal. Civil Code §§ 1633.1–1633.17) (“UETA”).

9.2 Record Retention. Electronically signed documents are stored within the Platform and available to the dental practice in accordance with applicable records retention obligations. Ayla retains signed forms for the retention periods described in the Privacy Policy.

9.3 Withdrawal of Consent. You have the right to withdraw your consent to conduct business electronically at any time by contacting your dental practice directly. Withdrawal does not affect the validity of electronic signatures previously applied.

9.4 System Requirements. To access and retain electronic records, you need a device with internet access and a browser capable of viewing PDFs. You may request a paper copy of any electronically signed document from your dental practice at no charge.

10.1 Appointment and Care Communications. By providing your phone number or email address in connection with a dental appointment or patient portal, you consent to receive appointment confirmations, reminders, recalls, intake form requests, and other treatment-related communications via SMS text message and email from or on behalf of your dental practice. These communications are sent by Ayla acting as a Business Associate of your dental practice.

10.2 TCPA Compliance. SMS communications are sent in compliance with the Telephone Consumer Protection Act (47 U.S.C. § 227) (“TCPA”). By providing your mobile number, you expressly consent to receive automated text messages related to your care. You may opt out at any time by replying “STOP” to any text message. For help, reply “HELP” or contact support@ayladental.com. Message and data rates may apply. Message frequency varies.

10.3 CAN-SPAM Compliance. Marketing or informational emails (if any) will include an unsubscribe mechanism compliant with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.). Transactional communications (appointment reminders, form requests, payment receipts) are not subject to unsubscribe requirements under CAN-SPAM but can be opted out of through your dental practice.

10.4 No PHI in Unencrypted SMS. Appointment reminders and similar SMS communications are sent with limited information and do not contain clinical PHI in full. Full clinical information is only accessible through secure, authenticated channels (the patient portal).

10.5 Subscriber Responsibilities for Communications. Subscribers are responsible for ensuring that all communications sent through the Platform comply with applicable law, including the TCPA, CAN-SPAM, and state anti-spam laws. Subscribers must not use the Platform to send unsolicited commercial messages or bulk marketing campaigns to patients who have not consented.

11.1 Availability Target. Ayla targets 99.5% monthly uptime for core Platform features (scheduling, charting, billing, patient portal) excluding scheduled maintenance windows and events outside Ayla’s reasonable control. Uptime is measured on a calendar-month basis.

11.2 Planned Maintenance. Ayla will use reasonable efforts to schedule maintenance during off-peak hours (generally 11:00 PM–5:00 AM Pacific Time) and to provide at least 24 hours’ notice for planned maintenance windows that will result in service interruptions.

11.3 Force Majeure. Ayla is not responsible for service interruptions caused by events outside its reasonable control, including: natural disasters, pandemics, power outages, internet backbone failures, distributed denial-of-service attacks, third-party infrastructure failures (including AWS, Google Cloud, or Stripe outages), or government actions.

11.4 Service Modifications. Ayla reserves the right to modify, update, or discontinue any feature of the Platform with reasonable notice. Ayla will not materially reduce core Platform functionality for active paid Subscribers without at least 30 days’ advance notice.

11.5 No Guarantee of Uptime. The 99.5% uptime target is a goal, not a guarantee, and does not give rise to a service credit or monetary remedy absent a separate SLA addendum signed by Ayla.

12.1 Mutual Obligations. Each party may receive confidential information of the other party (“Confidential Information”). Confidential Information includes, without limitation: PHI, trade secrets, business plans, pricing, product roadmaps, source code, customer lists, and any information marked confidential or that a reasonable party would understand to be confidential given its nature.

12.2 Obligations. Each party agrees to: (a) use the other party’s Confidential Information only for purposes of performing its obligations under these Terms; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no case less than reasonable care; and (c) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know it and are bound by equivalent confidentiality obligations.

12.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was already known to the receiving party without restriction at the time of disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) must be disclosed by law or court order, provided the receiving party gives prompt prior notice and cooperates in seeking a protective order.

12.4 PHI Handled Under BAA. The handling of PHI is governed by the BAA, which takes precedence over this Section 12 with respect to PHI.

13.1 Subscriber Term. The subscription term begins on the effective date of the Order Form or account activation and continues month-to-month (or for the annual term, if selected) until cancelled by either party as provided below.

13.2 Cancellation by Subscriber. Subscribers may cancel their subscription at any time through the account settings or by contacting support@ayladental.com. Cancellation takes effect at the end of the current billing period. You remain responsible for all fees accrued through the cancellation date.

13.3 Termination by Ayla. Ayla may suspend or terminate a Subscriber’s account, with or without notice, for: (a) material breach of these Terms (including non-payment, violation of the acceptable use policy, or HIPAA violation); (b) any conduct that Ayla reasonably believes poses a legal, security, or reputational risk to Ayla or its users; or (c) as required by applicable law or a government authority. Ayla will provide advance notice where reasonably practicable unless immediate suspension is required to protect platform security or patient data.

13.4 Data Export. Following termination of a subscription (by either party), Ayla will make Subscriber Data available for export in a standard format (CSV, PDF, or JSON, as applicable) for a period of 60 days after the termination effective date. After 60 days, Ayla may delete or archive Subscriber Data in accordance with its data retention policies and the BAA. Ayla is not responsible for data loss occurring after the 60-day export window. Subscribers are encouraged to export their data before or promptly after cancellation.

13.5 Effect of Termination. Upon termination: (a) all licenses granted to Subscriber under these Terms immediately cease; (b) Subscriber must cease all use of the Platform; (c) obligations that by their nature survive (including payment obligations, confidentiality, IP provisions, indemnification, and limitation of liability) remain in effect.

13.6 Patient Access. Patient end users’ portal access is tied to the dental practice’s active subscription. If a practice terminates its subscription, patients should contact the practice directly for access to their records. Ayla is not a custodian of patient records independent of the Subscriber relationship.

14.1 Subscriber Indemnification. Subscriber agrees to indemnify, defend, and hold harmless Dental Spaces LLC, its members, officers, employees, agents, and contractors (collectively, “Ayla Parties”) from and against any claims, liabilities, damages, judgments, fines, penalties, and reasonable attorneys’ fees arising out of or relating to: (a) Subscriber’s use of the Platform in violation of these Terms; (b) Subscriber’s violation of applicable law, including HIPAA, HITECH, CMIA, or professional licensing requirements; (c) Subscriber’s clinical practices or decisions, including any malpractice claim; (d) inaccurate or fraudulent data submitted by Subscriber to the Platform; (e) Subscriber’s unauthorized communications sent through the Platform; or (f) any third-party claim arising from Subscriber’s acts or omissions.

14.2 Ayla Indemnification. Ayla agrees to indemnify, defend, and hold harmless Subscriber from and against third-party claims alleging that the Platform, as provided by Ayla and used in accordance with these Terms, infringes a valid U.S. patent, copyright, or trademark. This obligation does not apply if the alleged infringement results from: (a) Subscriber’s modification of the Platform; (b) Subscriber’s combination of the Platform with third-party products not provided by Ayla; or (c) Subscriber’s use of the Platform in violation of these Terms.

14.3 Process. The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing liability or admitting wrongdoing may be entered without the indemnified party’s prior written consent); and (c) provide reasonable cooperation at the indemnifying party’s expense.

15.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AYLA NOR ITS MEMBERS, OFFICERS, EMPLOYEES, OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE SERVICES, EVEN IF AYLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AYLA’S TOTAL CUMULATIVE LIABILITY TO A SUBSCRIBER ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL FEES PAID BY SUBSCRIBER TO AYLA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS ($100.00).

15.3 HIPAA Carve-Out. The limitation on damages in Section 15.2 does not limit Ayla’s liability under the BAA for a breach of the BAA’s security obligations that results in an unauthorized disclosure of PHI, to the extent such liability arises from Ayla’s gross negligence or willful misconduct, and only to the extent required by the BAA or applicable law. HIPAA civil monetary penalties are imposed by the U.S. Department of Health and Human Services directly; nothing in these Terms allocates HHS enforcement liability to Ayla for violations attributable to Subscriber.

15.4 Basis of the Bargain. The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties, without which Ayla would not have entered into these Terms or provided the Platform at the fees charged.

15.5 Patient Limitation. Ayla’s liability to Patient End Users is limited to direct damages caused by Ayla’s proven negligence and shall not exceed $100.00 in the aggregate. Patients’ primary remedy for clinical, billing, or privacy concerns lies with the dental practice that provided their care.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AYLA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

AYLA DOES NOT WARRANT THAT: (a) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (b) DEFECTS WILL BE CORRECTED; (c) THE PLATFORM IS FREE OF VIRUSES OR HARMFUL COMPONENTS; (d) THE RESULTS OF USING THE PLATFORM WILL MEET YOUR REQUIREMENTS; OR (e) ANY AI-GENERATED OUTPUT IS ACCURATE, COMPLETE, OR CLINICALLY APPROPRIATE.

SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES; IN SUCH CASES, THE FOREGOING DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED.

17.1 Informal Resolution. Before filing any formal dispute, the parties agree to attempt to resolve any claim or dispute by notifying Ayla at support@ayladental.com and engaging in good-faith discussions for at least 30 days after notice is received.

17.2 Binding Arbitration. If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the breach, termination, enforcement, interpretation, or validity of these Terms (“Dispute”) shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures (for claims under $250,000) or Comprehensive Arbitration Rules (for larger claims), rather than in court. The arbitration shall take place in Ventura County, California, or remotely if both parties agree. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class Action Waiver. YOU AND AYLA EACH WAIVE ANY RIGHT TO BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, MASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative proceeding. This waiver is a material term of the agreement to arbitrate; if this waiver is found unenforceable, the agreement to arbitrate shall be null and void as to the claim for which the waiver was found unenforceable.

17.4 Exceptions. The obligation to arbitrate does not apply to: (a) claims for injunctive or equitable relief to protect intellectual property rights or prevent irreparable harm; (b) small claims court actions within the applicable jurisdictional limit; or (c) any claim that cannot be compelled to arbitration under applicable law.

17.5 California Consumer Rights. Nothing in this Section limits any non-waivable rights you may have under California consumer protection laws, including but not limited to rights under the Consumer Legal Remedies Act (Cal. Civil Code §§ 1750 et seq.) and the Unfair Competition Law (Cal. Business & Professions Code §§ 17200 et seq.). Any arbitration provision that purports to waive such non-waivable rights is void as to those rights.

17.6 Subscriber Exception. The arbitration provision does not apply to disputes between Ayla and Subscriber that arise primarily from unpaid subscription fees. Ayla may pursue collection of unpaid fees through appropriate court proceedings without first arbitrating.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law provisions. For any Dispute not subject to arbitration under Section 17, the exclusive venue shall be the state or federal courts located in Ventura County, California, and each party irrevocably consents to personal jurisdiction in such courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Ayla may update these Terms from time to time. For material changes, Ayla will provide at least 30 days’ advance written notice via email to the primary Subscriber contact on file or via a prominent in-app notification. For non-material changes (such as typographical corrections, clarifications, or updates required by law), Ayla may update the Terms with shorter notice.

The updated Terms will be posted at ayladental.com/terms with an updated effective date. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with material changes, you may cancel your subscription before the effective date without penalty.

20.1 Entire Agreement. These Terms, together with the BAA, Privacy Policy, and any applicable Order Form, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, understandings, negotiations, and representations, whether written or oral, relating to the same subject matter.

20.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20.3 Waiver. Ayla’s failure to enforce any provision of these Terms shall not be construed as a waiver of that provision or of any other provision.

20.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without Ayla’s prior written consent. Ayla may assign these Terms without your consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is void.

20.5 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and do not create any rights in any third party, except that Ayla’s officers, employees, and agents are intended third-party beneficiaries of the limitation of liability and indemnification provisions.

20.6 Force Majeure. Neither party is in breach for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, government actions, epidemics, pandemics, internet infrastructure failures, or third-party platform outages, provided that the affected party notifies the other promptly and uses reasonable efforts to resume performance.

20.7 Notices. Legal notices to Ayla must be sent in writing to: Dental Spaces LLC, 1240 S Westlake Blvd Ste 127, Westlake Village, CA 91361, and by email to support@ayladental.com. Notices to Subscribers will be sent to the email address on the Subscriber’s account. Email notice is effective when sent; physical notice is effective upon delivery.

20.8 Counterparts and Electronic Execution. These Terms may be accepted electronically. Any Order Form may be executed in counterparts, each of which shall constitute an original. An electronic signature or electronic acceptance shall be legally binding pursuant to ESIGN and UETA.

20.9 Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.

20.10 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between Ayla and any Subscriber, User, or Patient.

If you have questions about these Terms, a billing dispute, a privacy request, or a HIPAA concern, please contact us:

Dental Spaces LLC — Ayla Platform
1240 S Westlake Blvd Ste 127
Westlake Village, CA 91361

Email: support@ayladental.com
Website: ayladental.com

For HIPAA-related inquiries, including breach reports or requests regarding protected health information, contact our Privacy Officer at the same address or email with subject line “HIPAA Privacy Request.”