Terms and Conditions
Effective Date: November 1, 2025 Last Updated: November 1, 2025
These Terms and Conditions (“Terms,” “Agreement”) constitute a legally binding agreement between you (“Customer,” “you,” or “your”) and GummyBots, LLC, a California limited liability company, doing business as ChairPulse (“ChairPulse,” “Company,” “we,” “us,” or “our”), governing your access to and use of the ChairPulse platform, including all associated software, services, AI-powered features, documentation, and content (collectively, the “Platform”), accessible at chairpulse.com. ChairPulse is a product and brand of GummyBots, LLC. All references to “ChairPulse” in these Terms refer to GummyBots, LLC as the legal entity.
By creating an account, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. If you do not agree to these Terms, you must not access or use the Platform.
1. Definitions
- “AI Features” means all artificial intelligence and machine learning-powered functionality within the Platform, including but not limited to diagnostic chat, diagnostic reports, SOP generation, SOP chat, equipment enrichment, compliance suggestions, document parsing, and any other features that utilize third-party AI providers.
- “AI Output” means any content, text, reports, recommendations, suggestions, Standard Operating Procedures, diagnostic assessments, compliance guidance, maintenance schedules, or other materials generated by the AI Features.
- “Authorized Users” means individuals authorized by Customer to access the Platform under Customer’s account, including employees, contractors, and agents of Customer’s organization.
- “Customer Data” means all data, information, content, files, images, and materials submitted, uploaded, or entered into the Platform by Customer or its Authorized Users.
- “Material Breach” means a breach that is substantial and goes to the essence of these Terms, including but not limited to: (a) non-payment of fees for more than thirty (30) days after written notice; (b) submission of Protected Health Information in violation of Section 13; (c) unauthorized redistribution, resale, or sublicensing of the Platform; (d) use of the Platform to develop a competing product; or (e) circumvention of security or access controls. For clarity, conduct that qualifies for immediate termination under Section 12.3 (such as fraudulent or illegal conduct) is not subject to the cure period applicable to Material Breach.
- “Subscription” means the paid subscription plan selected by Customer, which determines the features, usage limits, and number of Authorized Users available.
- “Third-Party Components” means: (a) AI Output and any content generated by third-party AI API providers; (b) open-source software libraries and dependencies incorporated into the Platform; and (c) third-party services accessed through the Platform (such as payment processing). For clarity, the Platform’s proprietary user interface, proprietary application logic, and proprietary database schema are not Third-Party Components, even though they may run on third-party infrastructure.
2. Platform Description
ChairPulse is a dental practice management platform that provides tools for equipment management, maintenance scheduling, compliance tracking, Standard Operating Procedure (SOP) management, AI-powered equipment diagnostics, and related operational workflows. The Platform is designed for dental practice administrators, office managers, and staff to manage the operational aspects of their practice.
2.1 The Platform Is Not
- A medical device, clinical decision support system, or patient care tool.
- A substitute for qualified dental equipment technicians, compliance officers, legal counsel, or other licensed professionals.
- A source of legal, regulatory, medical, financial, or professional advice.
Important: The Platform is not designed to store or transmit Protected Health Information (PHI) and is not HIPAA-compliant. For full details, see Section 13.
3. Account Registration and Access
3.1 Eligibility
You must be at least eighteen (18) years of age and have the legal capacity to enter into binding agreements to use the Platform. The Platform is intended for use by dental practices operating within the United States. While we do not restrict access based on geography, the Platform’s features, compliance frameworks, regulatory references, and support are designed for the U.S. market, and we make no representation that the Platform is appropriate or available for use in other jurisdictions.
3.2 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at hello@chairpulse.com if you become aware of any unauthorized use of your account or any other breach of security. We are not liable for any loss or damage arising from your failure to protect your account credentials.
3.3 Accuracy of Information
You agree to provide accurate, current, and complete information during registration and to update such information as necessary. We reserve the right to suspend or terminate accounts that contain false or misleading information.
4. Subscription and Billing
4.1 Subscription Plans
The Platform is offered through tiered subscription plans (currently Essential and Professional), each with defined feature sets, usage limits, and Authorized User allowances. Current plan details and pricing are available at chairpulse.com. We may also offer trial subscriptions subject to time limitations and additional terms.
4.2 Fees and Payment
- All fees are quoted in United States Dollars (USD) and are due in advance on a monthly basis.
- Payment is processed through our third-party payment processor, Stripe. By subscribing, you agree to Stripe’s terms of service.
- You authorize us to charge your designated payment method for all applicable fees on a recurring basis.
4.3 Auto-Renewal and California Automatic Renewal Law Disclosures
Your Subscription will automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date.
In accordance with California’s Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600–17606), we provide the following disclosures:
- Automatic Renewal Terms: Your Subscription will automatically renew on a monthly basis at the then-current rate until you cancel. You will be charged the applicable Subscription fee at the beginning of each renewal period.
- Cancellation Policy: You may cancel your Subscription at any time through the Platform’s account settings or by contacting us at hello@chairpulse.com. Cancellation is cost-free and takes effect at the end of the current billing period. You will not be charged for any subsequent renewal period after cancellation.
- Confirmation: Upon subscribing, you will receive a confirmation email that includes your Subscription plan, the renewal terms, how to cancel, and a link to these Terms and Conditions.
By subscribing, you affirmatively consent to these automatic renewal terms.
4.4 Refund Policy
All fees are generally non-refundable, except as expressly required by applicable law. For monthly Subscriptions, no refunds or credits will be issued for partial billing periods, unused features, or unused AI usage allocations. If we offer annual or other prepaid Subscription plans, the refund terms applicable to such plans will be disclosed at the time of purchase and may include prorated refunds for early cancellation. We may, at our sole discretion, issue credits or refunds in exceptional circumstances, such as extended Platform outages or billing errors. Any such discretionary credits or refunds are granted on a case-by-case basis and do not establish a precedent or ongoing obligation.
4.5 Price Changes
We may change our pricing at any time. We will provide you with at least thirty (30) days’ advance notice of any price increase before your next renewal date. Your continued use of the Platform after the price change takes effect constitutes acceptance of the new pricing. If you do not agree to the price change, you may cancel your Subscription before the change takes effect.
4.6 Late Payment
If payment is not received within ten (10) days of the due date, we may: (a) charge interest at the rate of 10% per annum (or the maximum rate permitted by applicable law, whichever is lower) on overdue amounts; (b) suspend your access to the Platform until payment is received; or (c) terminate your account in accordance with Section 12.
4.7 Taxes
All fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, or other taxes imposed by any governmental authority, excluding taxes based on our net income.
5. License and Restrictions
5.1 License Grant
Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the term of your Subscription solely for your internal business purposes.
5.2 Restrictions
You agree not to, and will not permit any Authorized User or third party to:
- Copy, modify, distribute, sell, resell, lease, sublicense, or create derivative works of the Platform or any part thereof.
- Reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code, algorithms, or underlying technology of the Platform.
- Access the Platform for the purpose of building a competitive product or service, or for benchmarking or competitive analysis.
- Use Platform access or Platform-generated data to develop, train, or improve any machine learning or artificial intelligence models for competing products or services.
- Remove, alter, or obscure any proprietary notices, labels, or markings on the Platform.
- Use the Platform in any manner that violates applicable law, regulation, or these Terms.
- Circumvent or disable any security, access control, or usage-limiting features of the Platform.
- Use automated scripts, bots, or scrapers to access the Platform or extract data, except through our provided APIs (if any).
- Share account credentials with individuals who are not Authorized Users.
- Exceed the usage limits of your Subscription plan, including AI usage allocations.
- Submit, upload, or transmit any Protected Health Information (PHI), patient records, or individually identifiable health information through the Platform.
6. Intellectual Property
6.1 Our Intellectual Property
The Platform, including all software, code, algorithms, designs, user interfaces, documentation, trade names, trademarks, service marks, logos, and other intellectual property associated with ChairPulse, is and remains the exclusive property of GummyBots, LLC. Nothing in these Terms grants you any ownership interest in the Platform or our intellectual property.
6.2 Customer Data
You retain all ownership rights in your Customer Data. By submitting Customer Data to the Platform, you grant us a limited, non-exclusive, worldwide license to use, process, store, and display your Customer Data solely as necessary to provide and operate the Platform and as described in our Privacy Policy.
6.3 Aggregated Data
We may create aggregated, de-identified, or anonymized data derived from Customer Data (“Aggregated Data”). We apply industry-standard de-identification methods consistent with applicable regulations (including the CCPA/CPRA de-identification standards) to ensure that Aggregated Data cannot reasonably be used to identify you, your organization, or any individual. We maintain administrative and technical safeguards to prevent re-identification of Aggregated Data. We own all rights in Aggregated Data and may use it for lawful business purposes, including analytics, product development, and benchmarking.
6.4 Feedback
If you provide us with any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Platform (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Platform without any obligation or compensation to you.
6.5 AI Output Ownership
AI Output generated through your use of the Platform forms part of your Customer Data. However, you acknowledge that: (a) AI Output is generated by third-party AI models and we make no claim of originality or intellectual property protection over such output; (b) similar or identical AI Output may be generated for other users; (c) you must not represent AI Output as wholly human-generated original work without appropriate disclosure; and (d) purely AI-generated content may not be eligible for copyright protection under current United States Copyright Office guidance, and ChairPulse makes no representation regarding the copyrightability of AI Output.
7. AI Features — Disclaimers and Limitations
We’ve designed our AI features to be helpful starting points that save your team time on diagnostics, compliance tracking, SOP creation, and maintenance planning. We want to be transparent about how these features work, what powers them, and their limitations so you can use them effectively alongside your professional expertise.
THIS SECTION CONTAINS IMPORTANT DISCLAIMERS REGARDING THE AI-POWERED FEATURES OF THE PLATFORM. PLEASE READ IT CAREFULLY.
7.1 AI Output Accuracy
AI Output is generated through machine learning processes using commercial third-party AI API providers. AI Output is not tested, verified, endorsed, or guaranteed to be accurate, complete, current, or error-free by ChairPulse. AI Output may contain inaccuracies, errors, omissions, hallucinations, outdated information, or inappropriate content.
You are solely responsible for independently reviewing, verifying, and validating all AI Output before relying on it, acting on it, or implementing it in your practice. You should not rely on AI Output as a sole source of truth or factual information.
7.2 Not Professional Advice
AI Output, including but not limited to diagnostic assessments, compliance recommendations, maintenance schedules, SOP drafts, and equipment troubleshooting suggestions, is provided for general informational and educational purposes only and does not constitute:
- Engineering advice or a licensed engineering opinion.
- Legal or regulatory compliance advice.
- Medical or clinical advice.
- Equipment safety certification or inspection.
- A substitute for consultation with qualified dental equipment technicians, compliance officers, legal counsel, safety inspectors, or other licensed professionals.
You must exercise your own independent professional judgment and consult qualified professionals before making decisions based on AI Output.
7.3 Compliance Features Disclaimer
The Platform’s compliance tracking features, including AI-generated compliance suggestions, regulatory requirement databases, and compliance task management, are informational tools only. They are designed to assist with organizing and tracking compliance-related activities, not to provide legal or regulatory advice.
- Regulatory requirements vary by jurisdiction and change over time. We do not guarantee that the compliance requirements, deadlines, or guidance provided by the Platform are accurate, complete, current, or applicable to your specific jurisdiction, practice, or situation.
- You are solely responsible for determining the regulatory and compliance requirements applicable to your practice and for ensuring your practice’s compliance with all applicable federal, state, and local laws and regulations.
- The Platform does not replace a qualified compliance officer, legal counsel, or regulatory consultant. You must independently verify all compliance information with your applicable regulatory body.
- ChairPulse is not liable for any fines, penalties, sanctions, or other consequences resulting from your reliance on the Platform’s compliance features.
7.4 Maintenance and Equipment Disclaimers
The Platform’s maintenance scheduling, equipment diagnostics, and equipment management features are operational tools designed to assist with organizing maintenance activities. They are not substitutes for professional equipment inspection, servicing, or repair.
- Maintenance schedules generated or suggested by the Platform are based on general manufacturer recommendations, industry standards, and AI-generated suggestions. They do not account for your specific equipment condition, usage patterns, environmental factors, or local regulatory requirements.
- Equipment diagnostic suggestions provided by the AI Features are preliminary assessments only. They do not replace hands-on inspection by a qualified dental equipment technician.
- ChairPulse does not guarantee the delivery or timeliness of maintenance reminders, alerts, or notifications. System availability, email delivery, and other factors beyond our control may affect notification delivery.
- ChairPulse is not liable for any equipment damage, malfunction, injury, downtime, warranty voiding, or other consequences resulting from your reliance on the Platform’s maintenance or diagnostic features.
- You are solely responsible for following manufacturer guidelines, maintaining equipment according to applicable standards, and engaging qualified service technicians for inspection, maintenance, and repair.
7.5 SOP Disclaimers
Standard Operating Procedures generated or assisted by the Platform’s AI Features are drafts and starting points only. They are based on general best practices and publicly available information.
- AI-generated SOPs must be reviewed, customized, and validated by qualified personnel before implementation in your practice.
- ChairPulse does not guarantee that AI-generated SOPs comply with any specific regulatory requirements, manufacturer specifications, or safety standards applicable to your practice.
- You are solely responsible for the content, accuracy, and regulatory compliance of any SOPs you implement, whether or not they were generated or assisted by the Platform.
7.6 Third-Party AI Providers
The AI Features utilize commercial third-party AI API providers. Your inputs to AI Features are transmitted to these providers for processing. These providers operate under their own terms of service and privacy policies. A current list of our AI subprocessors is maintained in our Privacy Policy and may be updated from time to time as we add, change, or remove providers. ChairPulse is not responsible for the acts or omissions of third-party AI providers, including the accuracy, reliability, or availability of their services.
8. Warranty Disclaimers
THE PLATFORM, INCLUDING ALL AI FEATURES, AI OUTPUT, CONTENT, FEATURES, AND FUNCTIONALITY, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAIRPULSE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
- IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
- WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.
- WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.
- WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, DATA, AI OUTPUT, OR INFORMATION PROVIDED THROUGH THE PLATFORM.
- WARRANTIES THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
- WARRANTIES THAT ANY AI OUTPUT OR RECOMMENDATION WILL BE ACCURATE, APPROPRIATE, OR SUITABLE FOR ANY PARTICULAR USE CASE, REGULATORY ENVIRONMENT, OR JURISDICTION.
THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND CHAIRPULSE. CHAIRPULSE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM ON AN ECONOMICALLY REASONABLE BASIS WITHOUT SUCH LIMITATIONS.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHAIRPULSE, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY:
- INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
- LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR ANTICIPATED SAVINGS;
- LOSS OF GOODWILL OR REPUTATION;
- COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
- EQUIPMENT DAMAGE, MALFUNCTION, OR DOWNTIME;
- REGULATORY FINES, PENALTIES, OR SANCTIONS;
- PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE PLATFORM;
- BUSINESS INTERRUPTION;
ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR YOUR USE THEREOF, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF CHAIRPULSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHAIRPULSE’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PLATFORM, OR YOUR USE THEREOF, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO CHAIRPULSE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE HUNDRED UNITED STATES DOLLARS ($500.00).
9.3 Basis of the Bargain
You acknowledge and agree that the limitations of liability set forth in this Section 9 reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between you and ChairPulse. The Platform would not be provided to you without these limitations.
9.4 Exceptions
Nothing in these Terms shall limit liability for: (a) death or personal injury caused by negligence, gross negligence, or willful misconduct; (b) fraud or fraudulent misrepresentation; (c) ChairPulse’s indemnification obligations under Section 10.2; or (d) any liability that cannot be excluded or limited by applicable law. For claims arising from a breach of confidentiality obligations with respect to Customer Data (including data security incidents), ChairPulse’s liability shall not exceed the greater of: (i) two times (2x) the total fees actually paid by you to ChairPulse in the twelve (12) months immediately preceding the event giving rise to the claim; or (ii) five thousand United States Dollars ($5,000.00).
10. Indemnification
10.1 Your Indemnification Obligations
You agree to defend, indemnify, and hold harmless ChairPulse, its officers, directors, members, employees, agents, and affiliates from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or in connection with:
- Your breach of these Terms or any representation or warranty made herein.
- Your violation of any applicable law, regulation, or third-party right.
- Any Customer Data you submit to the Platform, including claims that Customer Data infringes the intellectual property or privacy rights of any third party.
- Any decisions, actions, or omissions you make based on AI Output, compliance recommendations, maintenance suggestions, SOP content, or any other information provided by the Platform.
- Any personal injury, property damage, equipment damage, or regulatory violation arising from your use of or reliance on the Platform.
- Your failure to comply with HIPAA or any other healthcare privacy regulation, including the submission of PHI to the Platform.
10.2 Our Indemnification Obligations (IP Indemnity)
ChairPulse will defend, indemnify, and hold harmless you from and against any third-party claim that the Platform (excluding Customer Data and Third-Party Components as defined in Section 1) infringes or misappropriates any United States patent, copyright, or trademark, provided that you: (a) promptly notify us in writing of such claim; (b) grant us sole control of the defense and settlement; and (c) provide reasonable cooperation at our expense.
Exclusions. Our IP indemnity obligations do not apply to claims arising from: (a) your modification of the Platform; (b) your combination of the Platform with products, services, or data not provided by us; (c) Third-Party Components (as defined in Section 1); (d) your use of the Platform in violation of these Terms; or (e) Customer Data.
Remedies. If the Platform becomes, or in our reasonable opinion is likely to become, the subject of an IP infringement claim, we may at our option and expense: (a) procure the right for you to continue using the Platform; (b) modify the Platform to make it non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate your Subscription and refund any prepaid fees for the unused portion of the then-current billing period.
This Section 10.2 states our entire liability and your exclusive remedy for intellectual property infringement claims.
10.3 Our Data Security Indemnity
ChairPulse will defend, indemnify, and hold harmless you from and against any third-party claim arising directly from a confirmed breach of ChairPulse’s confidentiality or data security obligations under Sections 13.1 and 14, to the extent such breach is caused by ChairPulse’s negligence or willful misconduct, provided that you: (a) promptly notify us in writing of such claim; (b) grant us sole control of the defense and settlement; and (c) provide reasonable cooperation at our expense. Our total liability under this Section 10.3 is subject to the data breach liability cap set forth in Section 9.4.
10.4 Indemnification Process
The party seeking indemnification will promptly notify the indemnifying party of any claim and reasonably cooperate with the defense. The indemnifying party shall have sole control of the defense and settlement. Neither party may settle any claim that admits liability on behalf of the other party or imposes obligations on the other party without prior written consent.
11. Service Availability
11.1 Uptime
We use commercially reasonable efforts to make the Platform available, but we do not guarantee any specific uptime, availability, or performance level. The Platform may be temporarily unavailable due to scheduled maintenance, unscheduled maintenance, system upgrades, third-party service outages, force majeure events, or other circumstances beyond our reasonable control.
11.2 Suspension
We reserve the right to suspend your access to the Platform, in whole or in part, without prior notice, if:
- You are in breach of these Terms, including non-payment of fees.
- We reasonably believe your use poses a security risk to the Platform or other users.
- We are required to do so by law, regulation, or legal process.
- Necessary for maintenance, upgrades, or emergency repairs.
We will use commercially reasonable efforts to provide notice of any planned suspension and to restore access promptly.
11.3 Modifications
We reserve the right to modify, update, or discontinue any feature or functionality of the Platform at any time, with or without notice. We will use commercially reasonable efforts to notify you of material changes. If we discontinue the Platform entirely, we will provide at least thirty (30) days’ notice and make your Customer Data available for export.
12. Term and Termination
12.1 Term
These Terms are effective as of the date you first access or use the Platform and remain in effect until terminated by either party.
12.2 Termination by You
You may terminate your account at any time by canceling your Subscription through the Platform or by contacting us at hello@chairpulse.com. Termination takes effect at the end of the current billing period. Refunds for the remaining portion of a billing period are not issued as a matter of course, subject to the discretionary provisions of Section 4.4.
12.3 Termination by Us
With Notice and Cure Period. We may terminate your account if:
- You commit a Material Breach (as defined in Section 1) and fail to cure such breach within thirty (30) days of written notice specifying the breach.
- You fail to pay fees when due and such failure continues for more than thirty (30) days after written notice.
- We discontinue the Platform (with thirty (30) days’ notice as described in Section 11.3).
Immediate Termination. We may terminate or suspend your account immediately, without prior notice or cure period, if:
- You engage in fraudulent or illegal conduct.
- We are required to do so by law, regulation, or legal process.
- Your continued use poses an imminent security risk to the Platform or other users.
12.4 Effects of Termination
Upon termination:
- Your license to access and use the Platform terminates immediately (or at the end of the billing period for voluntary cancellation).
- You must cease all use of the Platform.
- We will make your Customer Data available for export for sixty (60) days following the effective date of termination. After this period, we may delete your Customer Data without further obligation.
- All outstanding fees become immediately due and payable.
- The following sections survive termination: Sections 6 (Intellectual Property), 7 (AI Disclaimers), 8 (Warranty Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 14 (Confidentiality), 15 (Dispute Resolution), 16 (Governing Law), and 17 (General Provisions).
13. HIPAA Disclaimer and Data Protection
13.1 What We Do Protect
While ChairPulse is not HIPAA-compliant, we take the security of your practice data seriously. The Platform implements commercially reasonable security measures designed to protect your equipment data, maintenance records, compliance tracking, and operational information. These measures currently include, but are not limited to:
- Encryption of data in transit (TLS/SSL) and at rest.
- Role-based access controls with per-office scoping.
- Row-level security policies at the database level.
- Authentication via industry-standard protocols.
- Regular security monitoring and vulnerability assessments.
Our specific security implementations may evolve over time as we adopt improved technologies and practices, but we will maintain a level of protection that is at least commercially reasonable for the type of data processed.
13.2 HIPAA Non-Compliance
ChairPulse is not a HIPAA-compliant platform. The Platform is designed for dental practice equipment management, maintenance scheduling, compliance tracking, and operational workflows — not for storing or transmitting patient health records. Specifically:
- We do not enter into Business Associate Agreements (BAAs).
- We do not represent or warrant that the Platform satisfies HIPAA’s Security Rule, Privacy Rule, or Breach Notification Rule requirements.
- You must not submit, upload, or otherwise transmit any PHI through the Platform, including but not limited to patient names, treatment records, appointment information, clinical notes, or any other individually identifiable health information.
- You are solely responsible for ensuring that your use of the Platform complies with HIPAA and all other applicable healthcare privacy laws and regulations.
- If you submit PHI to the Platform, whether intentionally or inadvertently, you assume all risks and liabilities arising from such submission, including potential HIPAA violations, data breaches, and enforcement actions.
- ChairPulse shall have no liability whatsoever for any HIPAA violations, data breaches, or regulatory consequences arising from your submission of PHI to the Platform.
13.3 PHI Screening and Removal
ChairPulse reserves the right, but has no obligation, to implement automated screening or filtering mechanisms to detect and prevent the submission of information that appears to contain PHI. If we become aware or reasonably suspect that PHI has been submitted to the Platform, we reserve the right to: (a) promptly delete or quarantine the suspected PHI without prior notice; (b) notify the account administrator of the suspected submission; and (c) suspend access to the affected features until the issue is resolved. You agree that ChairPulse shall have no liability for the deletion or quarantine of data reasonably suspected to contain PHI, and you waive any claims arising from such deletion or quarantine.
You are responsible for training your Authorized Users on the prohibition against submitting PHI to the Platform and for implementing internal controls to prevent such submissions.
If your practice requires HIPAA-compliant tools for managing patient information, you must use separate, HIPAA-compliant systems for that purpose. ChairPulse is designed to complement — not replace — your patient management systems.
13.4 Security Incident Notification
In the event that ChairPulse becomes aware of a confirmed security incident involving unauthorized access to, or unauthorized acquisition of, Customer Data (“Security Incident”), we will:
- Notify affected customers without unreasonable delay and no later than seventy-two (72) hours after confirming the Security Incident, via email to the account address on file and through a notice within the Platform.
- Provide, to the extent known at the time of notification: (a) a description of the nature of the Security Incident; (b) the categories of data affected; (c) the steps ChairPulse is taking to investigate and remediate the incident; and (d) contact information for inquiries.
- Provide any additional notifications required by applicable law, including the California data breach notification statute (Cal. Civ. Code § 1798.82).
Notification of a Security Incident does not constitute an admission of fault, liability, or wrongdoing by ChairPulse. Our obligations under this Section are subject to applicable law enforcement requests to delay notification.
14. Confidentiality
14.1 Confidential Information
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with these Terms, including: (a) Customer Data; (b) Platform security details, architecture, and non-public technical information; (c) pricing terms and business plans; and (d) any information designated as confidential at the time of disclosure.
14.2 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.
14.3 Obligations
Each party agrees to: (a) hold the other party’s Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use the other party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms; and (c) not disclose the other party’s Confidential Information to any third party except to employees, contractors, and agents who need to know and are bound by confidentiality obligations at least as protective as these.
14.4 Compelled Disclosure
The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or legal process, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy.
14.5 Survival
Confidentiality obligations under this Section survive termination of these Terms for a period of three (3) years following termination.
15. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. IT ALSO INCLUDES A CLASS ACTION WAIVER.
15.1 Informal Resolution
Before initiating any formal dispute resolution proceeding, you agree to first contact us at hello@chairpulse.com with a written description of the dispute, including all relevant facts and your requested resolution. We will attempt to resolve the dispute informally within thirty (30) days of receipt of your notice. If we cannot resolve the dispute informally within this period, either party may proceed to binding arbitration as described below.
15.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your use thereof, including the determination of the scope, applicability, or enforceability of this agreement to arbitrate, shall be determined by binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Streamlined Arbitration Rules and Procedures then in effect, except as modified by this Section 15.
- The arbitration shall be conducted by a single arbitrator with expertise in technology or commercial disputes.
- The arbitration shall take place in the State of California, County of San Mateo, or at another mutually agreed location, or may be conducted remotely by videoconference at the arbitrator’s discretion.
- The arbitrator shall apply California substantive law (without regard to conflict of laws principles).
- The arbitrator shall have the authority to award any remedy that would be available in court, including injunctive and declaratory relief, but subject to the same limitations set forth in these Terms (including Sections 8 and 9).
- The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
- For disputes where the total amount of damages claimed by the filing party is less than $10,000, ChairPulse will pay all JAMS filing and arbitration fees beyond the initial filing fee you would have paid to file a complaint in court. For disputes where the filing party’s claimed damages equal or exceed $10,000, arbitration fees shall be allocated in accordance with JAMS rules.
- Each party shall bear its own attorneys’ fees, unless the arbitrator determines that a claim or defense was frivolous, in which case the arbitrator may award reasonable attorneys’ fees to the prevailing party.
15.3 Class Action Waiver
YOU AND CHAIRPULSE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You expressly waive your right to participate in a class action lawsuit or class-wide arbitration against ChairPulse. If any court or arbitrator determines that the class action waiver set forth in this Section is void or unenforceable for any reason, or that arbitration can proceed on a class basis, then the arbitration provisions set forth in Section 15.2 shall be deemed null and void in their entirety, and the parties shall be deemed to have NOT agreed to arbitrate disputes.
15.4 Small Claims Court Exception
Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the jurisdictional limits of such court.
15.5 Injunctive Relief
Nothing in this Section 15 shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
15.6 Opt-Out Right
You have the right to opt out of the binding arbitration and class action waiver provisions of this Section 15. To opt out, you must send written notice to hello@chairpulse.com within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, mailing address, email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, you and ChairPulse agree to resolve disputes exclusively in the state or federal courts located in San Mateo County, California (or the United States District Court for the Northern District of California).
If you do not opt out within thirty (30) days, you will be deemed to have knowingly and voluntarily waived your right to litigate disputes in court (except as provided in Sections 15.4 and 15.5).
15.7 Changes to Dispute Resolution
We will provide thirty (30) days’ advance notice of any material changes to this Section 15 by posting updated Terms on the Platform or by email. Changes will not apply retroactively to disputes that arose before the change.
16. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. The Federal Arbitration Act governs the interpretation and enforcement of Section 15 (Dispute Resolution).
17. General Provisions
17.1 Entire Agreement
These Terms, together with our Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and ChairPulse regarding the Platform and supersede all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral.
17.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
17.3 Waiver
The failure of ChairPulse to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing and signed by ChairPulse.
17.4 Assignment
You may not assign or transfer these Terms or your rights hereunder, in whole or in part, without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, provided that any assignee has the financial capacity and operational ability to perform the obligations under this Agreement. In the event of such assignment, we will notify you at least thirty (30) days before the assignment takes effect. The assignee will be bound by the terms of this Agreement. If you do not wish to continue under the assignee, you may terminate your account and export your Customer Data during the thirty (30) day notice period, and we will refund any prepaid fees for the unused portion of the then-current billing period. Any attempted assignment in violation of this Section shall be void. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
17.5 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, third-party service outages, cyberattacks, or labor disputes. The affected party shall provide prompt notice of the force majeure event and use commercially reasonable efforts to resume performance.
17.6 Notices
All notices under these Terms must be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email to hello@chairpulse.com (for notices to ChairPulse) or to the email address associated with your account (for notices to you); or (c) one (1) business day after deposit with a nationally recognized overnight courier. We may also provide notices through the Platform.
17.7 Independent Contractors
The relationship between you and ChairPulse is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
17.8 No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms confers any rights or remedies on any third party.
17.9 Headings
Section headings are for convenience only and shall not affect the interpretation of these Terms.
17.10 Statute of Limitations
To the maximum extent permitted by applicable law, any claim or cause of action arising out of or relating to these Terms or the Platform must be filed within one (1) year after the claim or cause of action arose. Any claim filed after this period is permanently barred. This limitation does not apply where a shorter or longer limitations period is mandated by applicable law that cannot be waived or shortened by agreement.
17.11 Modifications to These Terms
We may update or modify these Terms from time to time to reflect changes in our practices, technology, legal requirements, Platform features, or other factors. We will notify you of material changes by: (a) posting a notice on the Platform; (b) sending an email to the address associated with your account; and (c) updating the “Last Updated” date at the top of these Terms. We will provide at least thirty (30) days’ advance notice of material changes before they take effect. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Platform and cancel your Subscription before the changes take effect. For changes to Section 15 (Dispute Resolution), the specific notice provisions of Section 15.7 apply.
17.12 Export Compliance
You agree to comply with all applicable export control and trade sanctions laws and regulations in connection with your use of the Platform.
18. Contact Us
If you have any questions about these Terms, please contact us at:
ChairPulse (a product of GummyBots, LLC) 3057 Mariposa Dr, Burlingame, CA 94010 Email: hello@chairpulse.com Website: chairpulse.com