Sindi Inc. Terms of Use
Last Updated: February 2, 2024

Our mission at Sindi Inc., a Washington company, (“Sindi,” “we,” “our” or “us”) is to connect general dental health providers (each, a “General Provider”) to dental health specialists (each, a “Specialist” and together with General Providers, “Dentist”) to facilitate dental patient (“Patient”) referrals and dental care electronically by using our software platform and proprietary technology (the “Services”). The websites and software applications governed by this policy include [sindireferrals.com].

Unless you have a separate written agreement with us, when you use the Service you agree to the following Terms of Use (“Terms”). These Terms outline your rights, obligations and restrictions regarding your use of the Service, so please read them carefully. If you do not agree to be bound by the Terms or have another written agreement in place with us, you should discontinue use of the Service immediately. Sindi may modify the Terms from time to time and each modification will be effective when it is posted on the Service. We will use commercially reasonable efforts to notify you or any changes to the Terms, and you agree to be bound to any changes to the Terms through your continued use of the Service.

In addition to these Terms, we have adopted a Privacy Policy and Cookie Policy. We encourage you to read these Terms of Use and our Privacy Policy and Cookie Policy carefully. Our Privacy Policy contains information relating to our collection, use, and disclosure of your personal information.

1. OUR SERVICES

The Services consist of subscription-based, cloud-based referral tools and services which may include (i) referral services, (ii) Patient information storage and access, and (iii) the service of communicating information to, from and among third party service providers, as per a General Provider’s instructions. General Provider and Specialist may make certain selections of Services that they wish to procure through the websites or the Account.

Sindi will provide the Services to each Dentist, as applicable, on a monthly or an annual subscription basis, depending on the type of account selected. Subscriptions shall automatically renew for successive monthly or annual renewal periods until terminated by either Sindi or the General Provider and Specialist in accordance with Section 8 (Termination and Suspension), subject to the payment of applicable fees and compliance with these Terms. As part of the Services, Sindi hereby grants to the General Provider and Specialist a non-exclusive, non-transferable, non-assignable right to use the Services, as per these Terms. General Provider and Specialist acknowledge that the Services are cloud-based and hosted services and no copies of the Services or Sindi platform will be delivered to General Provider or Specialist. The Services shall be used by General Provider and Specialist solely for their own business purposes and Sindi does not convey any right, title or interest in the Services or Sindi platform to General Provider or Specialist.

Patient Information

Sindi is not a Covered Entity as defined by Health Insurance Portability and Accountability Act of 1996, Public Law No. 104-191 (“HIPAA”) and accordingly, for General Provider and Specialist to open an Account, General Provider and Specialist each respectively agree, and Sindi agrees, to be bound and abide by the terms of the Business Associate Agreement (“BAA”) with Sindi [BAA]. Sindi stores Patient information in the Service, but will not transfer it out of the Service except pursuant to written instructions provided by Specialist or General Provider.

Errors

Dentist shall immediately notify Sindi of any errors by Sindi, Dentist, or third-party service provider in the supply or use of the Services. Where practicable, Sindi shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error. Dentist shall provide Sindi with any information necessary to investigate an error.

2. DENTIST ACCOUNTS

Sindi shall provide the Dentist with a unique and private account accessible through the Service (the “Account”). The Dentist has exclusive responsibility for the use of the Account. Sindi will invite the Dentist to enter certain preferences and specifications within the website or the Account that will apply to the Services; Dentist assumes exclusive responsibility for such selections even if they contain errors by Dentist or result in losses to Dentist. Any additional terms and conditions posted to the websites with respect to the Account or specific Service preferences selected by the Dentist are incorporated herein by reference.

Except as required to deliver the Services, as permitted by you or as otherwise required by law, Sindi shall not grant any third-party access to your Account.

Dentist shall notify Sindi by email to [info@sindireferrals.com] immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access.

Dentist shall provide, at Dentist’s own expense, all necessary hardware, applications, and internet connectivity necessary to access the Services. Dentist acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. Dentist agrees that Sindi is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with Dentist’s use of or access to the Services or security breaches arising from any Dentist device and Dentist waives any and all claims against Sindi in connection therewith.

3. LIMITATIONS

Limitations on Use

Dentist shall not itself and shall not permit any Dentist employees or affiliates, or any other third party to: (i) permit any party to access or use the Services other than the Dentist personnel authorized under this Agreement or the Patient or other Dentist the Service is being used to communicate or otherwise connect with; (ii) modify, adapt, alter or translate any software underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services; (v) use or copy any software underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. Dentist may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If Dentist is prohibited under applicable law from using the Services, Dentist may not use them.

4. INTELLECTUAL PROPERTY RIGHTS

We and our licensors own and retain all proprietary rights in the Service. The Service or any portion of the Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Sindi. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Sindi without express written consent. You may not use any meta tags or any other “hidden text” utilizing Sindi’s name or trademarks without the express written consent of Sindi. You may not (directly or indirectly) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, or modify, translate, or otherwise create derivative works of any part of the Service. Any modification of content, or any portion thereof, or use of the content for any other purpose constitutes an infringement of trademark or other proprietary rights of Sindi or third parties, and any unauthorized use terminates the permission to use the Service granted by Sindi.

All content included on this Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Sindi or its content/software suppliers or third-party partners and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Sindi and protected by U.S. and international copyright laws. All software used on this site is the property of Sindi or its software suppliers or third-party partners and protected by United States and international copyright laws.

The marks appearing on this Service, including but not limited to Sindi and any respective logos, emblems, slogans and designs, are trademarks of Sindi. All other marks used on this Service are the property of their respective owners.

5. CONSENT

Dentist hereby authorizes Sindi to, directly or through third parties, make any inquiries and conduct any investigation to verify Dentist’s identity.

The Services requires certain information concerning Dentist to create an Account, including but not limited to Dentist first and last name, address, phone number and email address. Dentist agrees that all information it provides to Sindi shall be complete and accurate and Dentist shall promptly correct any errors in the information provided to Sindi.

Subject to the Sindi Privacy Policy, incorporated herein by reference, and any other separate agreement between Dentist and Sindi, Dentist and each of Dentist’s personnel hereby grant Sindi the right to collect, store, use and disclose Dentist data for the purpose of providing the Services and its integration with Sindi’s third-party partners. Where Dentist data includes data concerning third parties, Dentist represents and warrants that it has obtained the necessary consents for Sindi to collect, process, store such data hereunder from the relevant data subjects. Dentist data will be retained by Sindi in accordance with our Privacy Policy or as otherwise agreed upon in a separate agreement between Dentist and Sindi, and Dentist can exercise its rights to access, transfer or delete its data in accordance with the Privacy Policy.

Subject to any separate agreement between Dentist and Sindi, Dentist hereby authorizes Sindi and each third-party partner to each obtain from the others and disclose to the others Dentist data in so far as is necessary to supply their respective services either hereunder or under their respective third-party partner agreements. Where required by law, Sindi will disclose Dentist data to law enforcement agencies.

6. DENTIST DATA

Accuracy

Dentist has sole responsibility for the accuracy, appropriateness, and completeness of all provided data. Sindi will use the data it is provided in performing the Services and is not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness or completeness of Dentist-provided data.

Feedback

In the event that Dentist provides Sindi any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), Dentist agrees that Sindi may use the Feedback to modify the Services and that Dentist will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. Dentist hereby grants Sindi a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made, and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether Dentist provides the Feedback on the Services or through any other method of communication with Sindi.

Limitations

Dentist shall not take possession of or enter into the Account any data: (i) that Dentist does not have the lawful right to copy, transmit, distribute, and display (including any Dentist data that would violate any confidentiality or fiduciary obligations that Dentist might have with respect to the Dentist data); (ii) for which Dentist does not have the consent or permission from the owner of any personally identifiable information contained in the Dentist data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

7. INDEMNIFICATION

Dentist shall defend, indemnify, and hold harmless Sindi, its employees, officers, directors, affiliates, suppliers, licensors, third party partners and other customers against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) Dentist’s breach of the terms hereof; (ii) any breach by Dentist of a third party agreement; (iii) Dentist’s violation of applicable laws; (iv) any use of Dentist data by Dentist or other third party to whom access to such data is granted by Dentist using the Service; (v) Dentist’s use of the Services, including in combination with any third party service; (vi) costs incurred by Sindi enforcing the terms hereof or responding to any subpoena relating to Dentist or Dentist data; or (vii) any dispute between Dentist and any third party or Dentist personnel.

8. TERMINATION AND SUSPENSION

Sindi may, in its sole discretion, terminate or suspend your access to all or part of the Service, for any reason, including without limitation, your breach of these Terms.

You may terminate your access to the Service at any time, but acknowledge that termination prior to the end of your subscription term will not relieve you of your obligation to pay Sindi all accrued fees for the then-current subscription term. For example, if Dentist has an annual subscription plan and provides Sindi with written notice of its election not to renew before the expiration of the annual term, Dentist will be responsible for any remaining monthly payments during the remaining annual term but not for any renewal term. However, if Dentist fails to provide Sindi with written notice of its election not to renew before the end of the term, the subscription will renew for another year and Dentist will be responsible to pay fees for the full renewal term.

You may not suspend or otherwise pause your then-current subscription to the Services without Sindi’s written approval. Please contact us via [info@sindireferrals.com] to request suspension. We reserve the right to approve or deny your request in our sole discretion.

In the event these Terms are terminated, the restrictions regarding content appearing on the Service, and the representations and warranties, indemnities, and limitations of liabilities set forth in these Terms will survive termination. In the event that you are unsatisfied with the services provided by Sindi, your sole remedy is to terminate your use of the Service.

9. FEES, PAYMENT, AND REFUNDS

Subscription Term and Fees

Access to the Services may require Dentist to pay subscription fees, as may be further described on the websites or in the Account, and may include one-time non-refundable fees for onboarding, setup, or annual or monthly subscription fees, depending on the level of Services Dentist has purchased. Subscriptions renew automatically unless Dentist provides Sindi with written notice of Dentist’s election not to renew prior to expiration of the then-current term. For annual subscriptions, this means Dentist must provide Sindi with written notice of non-renewal before the end of the initial 12-month subscription period. For monthly subscriptions, this means Dentist must provide Sindi with written notice of non-renewal in the month prior to non-renewal. Please be aware that it may take Sindi up to 10 business days for any change in subscription term to take effect.

All fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Sindi reserves the right to amend the fees by posting new fees on the websites, in the Account, or by providing notification via email; such changes shall take effect within thirty (30) days unless accepted by Dentist earlier.

Payment

Dentist shall authorize Sindi and Sindi’s third party partners, such as [Stripe, Inc.], to collect payment of fees from a credit card, debit card or other means of payment; Dentist authorizes Sindi to charge all one-time and recurring fees and other amounts owing hereunder from such payment method, with recurring fees being expressly authorized on a going-forward basis and until expiration or termination of Dentist’s subscription.

Without limitation, Sindi reserves the right to suspend the Services until all fees or other amounts owing hereunder are paid in full or terminate your access to the Service for late payment.

Fees quoted do not include, and Dentist shall pay, and hold Sindi harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Sindi.

Refunds

All one-time fees and annual subscription fees are non-refundable. Monthly subscriptions may be refunded to Dentist within the first 30 days of signing up for the monthly subscription plan. Dentist is not entitled to any refund for Sindi termination of the Services based upon Dentist’s breach.

10. NOT MEDICAL ADVICE

Sindi may facilitate the sharing and exchange of medical and health data between Dentists or to Patients. Such information exchange or sharing is not intended to constitute specific medical or other professional advice by Sindi. All referrals, treatment plans, recommendations or other Patient-specific data shared or provided by Dentists through the Service are provided by the applicable Dentist and Sindi assumes no liability or responsibility for the outcome, quality or results of such referrals, treatment plans, recommendations or data.

11. NO WARRANTIES BY SINDI

Content; Third Party Servicers

Content from third party partners, other users, suppliers, advertisers, and other third parties may be made available to Dentist through the Services. Dentist agrees that Sindi is not responsible for any such content. Sindi does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and Sindi assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third-party rights related to such content. The Services may contain links to websites not operated by Sindi. Sindi is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. Sindi makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites, products, or services accessible by hyperlink or otherwise from the websites or Services including but not limited to third party partner services. Sindi provides these links and integrations for Dentist’s convenience only and does not control such third parties. Sindi’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third-party services or any association with their operators. The Services may contain links to sites that are operated by Sindi but which operate under different terms. It is Dentist’s responsibility to review the privacy policies and terms and conditions of any other site Dentist visits or contacts with, including through integration with the Sindi services. DENTIST AGREES THAT IN NO EVENT WILL SINDI BE LIABLE TO DENTIST IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

Services

THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SINDI HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. SINDI DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY DENTIST FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING SINDI OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. DENTIST ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM DENTIST’S USE OF OR ACCESS TO THE SERVICES, DENTIST’S DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. DENTIST UNDERSTANDS AND AGREES THAT DENTIST USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT DENTIST’S OWN DISCRETION AND RISK, AND THAT DENTIST IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO DENTIST’S PROPERTY (INCLUDING DENTIST’S COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.

12. LIMITATION OF LIABILITY

IN NO EVENT WILL SINDI BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL SINDI’S SUPPLIERS OR THIRD-PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

IN NO EVENT SHALL SINDI BE LIABLE TO DENTIST FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL SINDI BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

TO THE EXTENT THAT SINDI MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF SINDI’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

13. NOTICES

By providing Sindi with Dentist’s or Patient’s mobile telephone number, Dentist consents to, or represents and warrants that Dentist has obtained Patient’s written consent to, receiving text messages and calls at that number as requested for account verification, invitations, and other purposes related to the Services. While Sindi does not charge a fee for text messages or calls, Dentist’s or Patient’s carrier may charge standard messaging, data, and other fees. Dentist or Patient, as applicable, is responsible for these charges. Sindi may send and receive text messages and make calls through cellular telephone operators or other networks, and the level of reliability may vary. Sindi is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

14. JURISDICTION AND SEVERABILITY

Sindi operates the Service from within the United States. Sindi makes no representations that content and materials on the Service are legal or appropriate for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.

These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Sindi’s prior written consent. Sindi may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

These Terms will be governed by and construed in accordance with the laws of the state of Washington. Any action brought to enforce these Terms or matters related to the Service will be brought in either the State or Federal Courts of the state of Washington. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys' fees.

If any provision of these Terms is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these Terms and the remaining provisions of these Terms will remain in force.

15. HOW TO CONTACT US

If you have any questions about these Terms, please contact us at:

Email address: [info@sindireferrals.com]

Postal address: [Sindi Inc. 1912 26th Ave E, Seattle, WA, 98112]

Copyright Sindi, Inc. 2023