Master Services Agreement

SMYLY MASTER SERVICES AGREEMENT

Version msa-2026-07-12.v4. Effective on the date you accept it.

This Master Services Agreement ("Agreement") is between PID CONSULTING LLC, a California limited liability company, which operates the Smyly service ("Smyly", "we", "us"), and the dental practice accepting it ("Practice", "you"). By ticking the acceptance box during signup, you agree to this Agreement on behalf of the Practice, and you represent that you are authorised to bind it. The parties agree that this Agreement is formed electronically and is enforceable under the federal ESIGN Act and the California Uniform Electronic Transactions Act.

1. THE SERVICE

1.1 Smyly provides a consumer-facing web application that generates AI-simulated previews of cosmetic dental treatments from a photograph, together with a branded patient page, a QR code and marketing materials, a dashboard of aggregate usage, and delivery of enquiries from consumers who ask to be contacted by the Practice.

1.2 Smyly is a marketing and patient-engagement tool. It is not a diagnostic device, not clinical decision-support software, and not a medical device. It does not diagnose, treat, or plan treatment.

2. PATIENT-INITIATED USE. NO PROTECTED HEALTH INFORMATION. NO BUSINESS ASSOCIATE RELATIONSHIP.

2.1 This section is fundamental to this Agreement. The Practice acknowledges and agrees to each of the following.

2.2 Previews are created by consumers, for themselves, on their own personal devices, on their own initiative. The consumer decides to use Smyly, supplies their own photograph, and owns the result.

2.3 The Practice shall NOT, and shall not permit its staff to: (a) photograph a patient for the purpose of creating a Smyly preview; (b) upload, submit, or transmit any patient photograph to Smyly; (c) create a preview on behalf of a patient; or (d) operate Smyly on a practice-owned or practice-controlled device, kiosk, or shared tablet for a patient.

2.4 Smyly does not receive protected health information from the Practice, does not create, receive, maintain, or transmit protected health information on the Practice's behalf, and does not perform any function or activity on the Practice's behalf involving protected health information. Smyly is therefore NOT a business associate of the Practice within the meaning of 45 C.F.R. §160.103, no Business Associate Agreement is required, and Smyly does not offer or execute one.

2.5 If the Practice breaches Section 2.3, the Practice does so on its own responsibility, at its own risk, and outside the scope of this Agreement. The Practice shall indemnify Smyly against any claim, penalty, or loss arising from such use. Smyly may suspend or terminate the Practice immediately for a breach of Section 2.3.

2.6 Smyly never provides the Practice with a patient's photograph or preview. The Practice has no gallery, no archive, and no access to consumer images. If a consumer chooses to show the Practice their preview, they do so by voluntarily disclosing a short-lived code, which is the consumer's own act of disclosure about themselves.

3. WHAT THE PRACTICE RECEIVES

3.1 The Practice receives: a branded patient page, a QR code and marketing artwork, aggregate and non-identifying usage statistics, and the contact details of consumers who have expressly opted in to be contacted by the Practice.

3.2 Consumer enquiry data is provided to the Practice at the consumer's direction and with the consumer's consent. Once received, the Practice is the controller of that data and is responsible for its own handling of it, including under the California Consumer Privacy Act as amended and any other applicable law.

4. SIMULATIONS ARE NOT CLINICAL OUTCOMES

4.1 Previews are AI-generated simulations produced from a single photograph. They are illustrative only. They cannot and do not account for bone, occlusion, periodontal health, tooth structure, or anything else that can only be assessed by clinical examination.

4.2 The Practice shall not represent, and shall not permit any staff member or advertisement to represent, that a Smyly preview is a clinical prediction, a treatment plan, an expected outcome, or a guarantee of results.

4.3 The Practice is solely responsible for its own advertising and for compliance with the rules governing it, including the California Dental Practice Act and the regulations of the Dental Board of California concerning false or misleading advertising, and, where applicable, the Federal Trade Commission's rules on endorsements and on the substantiation of claims. Where the Practice uses Smyly imagery in its own marketing, it shall clearly disclose that the image is a simulation.

5. FEES, TERM AND CANCELLATION

5.1 Fees are as shown at signup. The subscription renews automatically for successive periods unless cancelled.

5.2 A free trial, where offered, requires a valid payment method. Unless cancelled before the trial ends, the subscription begins and the payment method is charged.

5.3 The Practice may cancel at any time from its dashboard. Cancellation takes effect at the end of the period already paid for. Fees already paid are not refundable except where required by law.

5.4 If payment fails, the Practice's patient page is suspended until payment succeeds. The Practice remains responsible for fees accrued.

6. SUSPENSION AND TERMINATION

6.1 Smyly may suspend or terminate the Service immediately on breach of Section 2.3 or Section 4.2, on non-payment, or on use that is unlawful, abusive, or that threatens the integrity or security of the Service.

6.2 On termination, the Practice's patient page ceases to serve. The Practice shall cease using Smyly marks and shall remove or cover any Smyly QR code displayed to patients.

7. INTELLECTUAL PROPERTY

7.1 Smyly retains all rights in the Service, its software, its models, its prompts, and its marketing artwork. The Practice receives a non-exclusive, non-transferable, revocable licence to use the artwork and QR code supplied to it, for the term, solely to promote its own practice.

7.2 The Practice grants Smyly a non-exclusive licence to use the Practice's name, logo, and city for the sole purpose of rendering the Practice's own branded patient page and materials.

8. CONSUMER DATA AND DELETION

8.1 Consumer photographs and generated previews are deleted within 24 hours of creation. Smyly does not sell consumer data and does not operate advertising or analytics trackers on the patient flow.

9. DISCLAIMERS AND LIMITATION OF LIABILITY

9.1 The Service is provided "as is". Smyly disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. Smyly does not warrant that any preview will be accurate, achievable, or satisfactory.

9.2 To the fullest extent permitted by law, Smyly's total aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid by the Practice to Smyly in the twelve months preceding the event giving rise to the claim.

9.3 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill. Nothing in this Agreement excludes liability that cannot be excluded by law.

10. INDEMNITY

10.1 The Practice shall indemnify, defend, and hold harmless Smyly from any claim, damage, penalty, or expense arising from (a) the Practice's breach of Section 2.3 or Section 4.2, (b) the Practice's own advertising or clinical conduct, or (c) the Practice's handling of consumer data after it is delivered to the Practice.

11. GOVERNING LAW AND DISPUTES

11.1 This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Sacramento County, California, and each party consents to that jurisdiction.

12. CHANGES TO THIS AGREEMENT

12.1 Smyly may update this Agreement. Material changes will be notified by email to the Practice's registered address and the Practice will be asked to accept the new version. Continued use after a required re-acceptance is not a substitute for acceptance; where re-acceptance is required, the Service may be suspended until it is given.

13. GENERAL

13.1 This Agreement, together with the Privacy Policy and the Terms of Use referenced at signup, is the entire agreement between the parties and supersedes any prior discussion.

13.2 If any provision is held unenforceable, the remainder stays in force. A failure to enforce a provision is not a waiver of it.

13.3 The Practice represents that it is a lawfully operating dental practice, licensed as required in its jurisdiction, and that the individual accepting this Agreement is authorised to bind it.

13.4 Notices to Smyly shall be sent to [email protected]. Notices to the Practice shall be sent to the email address registered on its account, and the Practice is responsible for keeping that address current.

13.5 Neither party may assign this Agreement without the other's written consent, except that Smyly may assign it to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.

14. THE PARTIES

Smyly:   PID Consulting LLC, a California limited liability company, operator of the Smyly service. Sacramento, California. [email protected]
Practice: The dental practice named on the account accepting this Agreement, acting through the authorised individual who accepted it.

END OF AGREEMENT