SMILEINSPECTOR SOFTWARE LICENSE AND SERVICES AGREEMENT
Last updated: 02/26/2026
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY ACCESSING OR USING THE SOFTWARE, CLICKING “AGREE”, EXECUTING AN ORDER, OR OTHERWISE INDICATING ASSENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY.
This Software License and Services Agreement (the “Agreement”) is between AMV Consulting, LLC, a Washington company (“AMV,” “we,” “us”) and the customer identified in an Order (“Customer,” “you”). This Agreement governs access to and use of the SmileInspector software.
1. Definitions
1.1 “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent of the voting interests.
1.2 “Authorized User” means an individual authorized by Customer to access and use the Software under an Order.
1.3 “Case” means a distinct treatment planning project created in the Software, associated with one patient record or one set of scan data, as further described in the Documentation.
1.4 “Customer Data” means data submitted to the Software by or on behalf of Customer, including files and case inputs. Customer Data may include information relating to identifiable individuals. Customer Data does not include Usage Data.
1.5 “Documentation” means user guides, help articles, and technical documentation made available by AMV for the Software.
1.6 “Order” means AMV’s ordering document, online checkout, subscription page, or other ordering mechanism that references this Agreement and specifies the plan, fees, term, and usage metrics. For purchases made online, the applicable Order details are those presented at checkout and/or on AMV’s pricing page at: https://smileinspector.io/pricing (as updated from time to time).
1.7 “Software” means the SmileInspector software and related components, including cloud services, desktop components, viewers, and updates provided during an active term.
1.8 “Usage Data” means technical and usage information about performance, feature interactions, logs, diagnostics, and aggregated or de-identified analytics.
2. Scope; Orders; Order of Precedence
2.1 Scope. This Agreement sets the legal terms for licensing and services. Commercial details are set out in each Order.
2.2 Orders. Customer may place one or more Orders. Each Order is governed by this Agreement. When Customer subscribes or purchases online, the Order is formed electronically based on the plan and pricing shown at checkout and/or on https://smileinspector.io/pricing.
2.3 Order of precedence. In case of conflict: (a) the Order, (b) any signed addendum, (c) this Agreement, (d) Documentation.
3. U.S.-Only Use; Regulatory Status
3.1 U.S. only. The Software is made available only for use in the United States and its territories. Customer will not use, access, export, re-export, distribute, or make the Software available for use outside the United States.
3.2 FDA status. The Software is cleared or authorized by the U.S. Food and Drug Administration (FDA) only as described in the Documentation and product labeling provided by AMV.
3.3 No other regulatory claims. AMV makes no representation that the Software is cleared, certified, or approved by any non-U.S. regulatory authority.
3.4 Customer compliance responsibility. Customer is responsible for using the Software in compliance with applicable laws and regulations, professional licensing rules, and any applicable regulatory requirements.
4. License Grant; Access Model
4.1 License. Subject to Customer’s compliance with this Agreement and payment of applicable fees, AMV grants Customer a non-exclusive, non-transferable, non-sublicensable, term-limited right to access and use the Software for Customer’s internal business operations during the Order term, up to the purchased license capacity or usage metric.
4.2 Cloud services. Where the Software includes hosted services, Customer is granted the right to access such hosted components during the Order term.
4.3 Desktop components. Where the Software includes desktop components, Customer may install and run those components solely for Authorized Users and solely in accordance with the Documentation.
4.4 Affiliates and contractors. Use by Affiliates requires an Order covering those Affiliates unless the Order expressly permits Affiliate use. Customer may permit contractors to use the Software solely for Customer’s benefit, provided Customer remains responsible for compliance.
5. Plans, Metrics, and License Compliance
5.1 Plans and metrics. The Order will specify whether fees are based on Authorized Users, Cases, site/enterprise, or another metric.
5.2 Per-case plans. Under a per-case plan, Customer may create and work on up to the number of Cases purchased for the applicable billing period or term.
5.3 Per-user plans. Under a per-user plan, only the number of Authorized Users purchased may access the Software.
5.4 No circumvention. Customer will not circumvent license limits, metering, authentication, or access controls.
5.5 Audit. No more than once in any twelve-month period and upon at least thirty days’ prior notice, AMV may audit Customer’s usage records relevant to license compliance. Customer will pay for any underpaid fees resulting from usage beyond purchased capacity.
6. Customer Responsibilities
6.1 Account security. Customer is responsible for maintaining the confidentiality of credentials and for all activity under Customer accounts.
6.2 Customer Data rights. Customer represents and warrants that it has all rights, permissions, consents, and legal bases necessary to provide Customer Data to AMV and to permit AMV to process Customer Data under this Agreement.
6.3 Professional responsibility. Customer acknowledges that clinical decisions and treatment outcomes remain solely the responsibility of the licensed professional. Customer will apply professional judgment and independently evaluate outputs before relying on them.
7. Acceptable Use; Restrictions
7.1 Prohibited activities. Customer will not, and will not permit anyone to:
(a) copy, modify, translate, or create derivative works of the Software except as expressly permitted by law;
(b) reverse engineer, decompile, or attempt to discover source code or underlying ideas except where prohibited by law;
(c) rent, lease, sell, sublicense, assign, distribute, time-share, or provide the Software as a service to third parties, except as expressly permitted in an Order;
(d) remove or alter proprietary notices;
(e) use the Software to develop or improve a competing product or for competitive benchmarking without AMV’s prior written consent;
(f) use the Software in violation of laws, regulations, or third-party rights;
(g) upload malware or attempt unauthorized access to AMV systems.
7.2 Export compliance. Customer will comply with applicable export control laws and sanctions programs and will not permit access in violation of such laws.
8. Data, Privacy, and Security
8.1 Privacy Policy. AMV’s Privacy Policy is incorporated by reference: https://smileinspector.io/privacy-policy
8.2 License to process Customer Data. Customer grants AMV a limited license to host, process, transmit, and display Customer Data solely to provide, secure, support, and improve the Software.
8.3 Usage Data. AMV may collect and use Usage Data to operate, maintain, secure, and improve the Software. Usage Data will be aggregated and/or de-identified where reasonably feasible.
8.4 Security. AMV will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.
8.5 Data retention and deletion. Data retention and deletion practices are described in the Documentation and/or Privacy Policy. Customer is responsible for exporting Customer Data prior to termination where needed.
8.6 HIPAA / PHI. Where Customer is subject to HIPAA and intends to upload or process Protected Health Information (PHI), the parties must execute a Business Associate Agreement (BAA) before Customer uploads PHI. Unless and until a BAA is executed, Customer will not upload PHI.
9. Support; Updates; Service Changes
9.1 Support. Support level is defined in the applicable Order or support policy.
9.2 Updates. AMV may provide updates, patches, and new versions. Some updates may be required for security or compliance.
9.3 Changes. AMV may modify the Software, provided changes do not materially reduce core functionality during a paid term.
10. Fees; Payment; Taxes
10.1 Fees. Customer will pay the fees described in the Order. For online purchases, fees and plan details are displayed at checkout and/or on https://smileinspector.io/pricing.
10.2 Payment terms. Unless stated otherwise in an Order, invoices are due within thirty days of invoice date. Overdue amounts may accrue interest at the lesser of one and one-half percent per month or the maximum permitted by law.
10.3 Taxes. Fees exclude taxes. Customer is responsible for applicable sales, use, VAT, withholding, or similar taxes, excluding taxes on AMV’s net income.
10.4 No refunds. Fees are non-refundable except as required by law or expressly stated in an Order.
11. Confidentiality
11.1 Confidential Information. “Confidential Information” means non-public information disclosed by a party that is designated confidential or reasonably should be understood to be confidential. AMV Confidential Information includes the Software, non-public features, pricing, roadmaps, and security details.
11.2 Protection. Recipient will protect Confidential Information using at least reasonable care and will use it only to perform under this Agreement. Access will be limited to personnel who need to know and are bound by confidentiality obligations.
11.3 Exclusions. Confidential Information excludes information that becomes public without breach, was known before disclosure, is received from a third party without breach, or is independently developed.
11.4 Compelled disclosure. Recipient may disclose Confidential Information to the extent required by law, provided Recipient gives advance notice where legally permitted.
12. Intellectual Property; Feedback
12.1 AMV ownership. AMV and its licensors retain all rights, title, and interest in the Software and related intellectual property. No rights are granted except as expressly stated.
12.2 Feedback. Customer may provide feedback. AMV may use feedback without restriction or obligation, without compensation.
12.3 Customer Data ownership. Customer retains ownership of Customer Data.
13. Warranties; Disclaimers
13.1 Limited warranty. AMV warrants that during a paid term the Software will perform materially in accordance with the Documentation under normal use.
13.2 Remedy. Customer’s exclusive remedy and AMV’s entire liability for breach of the warranty in Section 13.1 is for AMV to use commercially reasonable efforts to correct the nonconformity.
13.3 Disclaimer. Except as expressly stated, the Software is provided “as is” and “as available”. AMV disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. AMV does not warrant uninterrupted or error-free operation or that outputs will be accurate in all scenarios.
14. Indemnification
14.1 AMV IP indemnity. AMV will defend Customer against third-party claims alleging the Software infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts approved by AMV, provided Customer: (a) promptly notifies AMV, (b) gives AMV sole control of defense and settlement, and (c) cooperates.
14.2 Exclusions. AMV has no obligation for claims arising from: (a) Customer Data, (b) Customer modifications, (c) use not in accordance with Documentation, (d) combination with non-AMV products, or (e) failure to use updated versions where the update would have avoided the claim.
14.3 Remedies. For an infringement claim, AMV may: (a) procure the right to continue use, (b) modify the Software to be non-infringing, or (c) terminate affected access and refund prepaid fees for the terminated portion of the term.
14.4 Customer indemnity. Customer will defend and indemnify AMV against third-party claims arising from Customer Data, Customer’s clinical use, manufacturing decisions, treatment outcomes, violations of law, or breach of this Agreement.
15. Limitation of Liability
15.1 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, revenue, goodwill, or data, even where advised of the possibility.
15.2 Liability cap. To the maximum extent permitted by law, each party’s total liability arising out of or related to this Agreement will not exceed the fees paid by Customer to AMV under the applicable Order in the twelve months preceding the event giving rise to the claim.
15.3 Exceptions. Sections 15.1 and 15.2 do not apply to: (a) Customer’s payment obligations, (b) breach of confidentiality, (c) infringement or misappropriation of the other party’s intellectual property, (d) willful misconduct or fraud, or (e) liabilities that cannot be limited by law.
16. Term; Termination; Suspension
16.1 Term. This Agreement begins upon acceptance and continues until terminated. Each Order has its own term.
16.2 Termination for cause. Either party may terminate this Agreement or an Order with thirty days’ written notice for material breach not cured within the notice period.
16.3 Suspension. AMV may suspend access for non-payment, security risk, suspected unauthorized use, or legal compliance. AMV will use commercially reasonable efforts to provide notice.
16.4 Effect of termination. Upon termination, Customer must stop using the Software. Access will be disabled after the term ends or termination is effective.
16.5 Survival. Sections relating to fees, confidentiality, intellectual property, indemnification, limitation of liability, and governing law survive termination.
17. Governing Law; Venue
This Agreement is governed by the laws of the State of Washington, excluding conflict of law rules. Any action must be brought in the state or federal courts located in King County, Washington, and the parties consent to jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction.
18. Miscellaneous
18.1 Assignment. Neither party may assign this Agreement without the other party’s consent, except in connection with a merger or sale of substantially all assets.
18.2 Independent contractors. The parties are independent contractors.
18.3 Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control.
18.4 Entire agreement. This Agreement and Orders are the entire agreement and supersede prior discussions.
18.5 No additional terms. AMV rejects additional or conflicting terms in Customer purchase documents.
18.6 Severability. Unenforceable provisions will be modified to reflect intent, and the remainder will remain in effect.