Effective Date: December 27, 2025
Last Updated: July 18, 2026
These Terms of Service (“Terms”) govern the services provided by
Momentum Technology Services (“MTS,” “we,” “us,” or “our”) to the dental
practice or other business identified in an applicable proposal, order
form, or statement of work (“Customer,” “you,” or “your”).
By signing an order form, proposal, or statement of work that
incorporates these Terms, or by accepting these Terms through a clear
electronic-acceptance process, Customer agrees to them. The person
accepting these Terms represents that they are authorized to bind
Customer.
These Terms are intended for commercial and business use. If an
individual is purchasing primarily for personal, family, or household
purposes, or if a consumer-protection law applies, the non-waivable
requirements of that law control.
1. Services
MTS provides customized AI infrastructure intended to automate
routine front-desk and administrative operations for dental practices.
The Services may include, as stated in the applicable order form or
statement of work:
Strategic planning and workflow discovery
End-to-end process design
AI agent development and configuration
PMS, calendar, communications, API, and webhook integrations
Testing and deployment
Ongoing maintenance, updates, and monthly support
Configured administrative workflows such as call answering and
routing, appointment scheduling, confirmations, reminders, rescheduling,
recall outreach, treatment-plan follow-up, routine payment or balance
conversations, staff notifications, system updates, and human handoffs
The exact Services, features, workflows, integrations, deliverables,
fees, and assumptions for a Customer are limited to those stated in the
applicable order form, proposal, or statement of work. A description of
possible MTS capabilities does not mean that every capability is
included in every deployment.
2. Implementation Scope
2.1 Strategic Planning
Strategic planning consists of collaborative meetings and related
preparation to identify appropriate ways to use MTS tools within
Customer’s practice.
Planning must remain within the features listed in the applicable
project scope, Customer’s approved workflows, Customer’s connected
systems, the approved escalation rules, and the administrative purpose
of the Services. Planning does not include unlimited business
consulting, clinical consulting, general practice management, marketing
strategy, legal advice, or advice outside the agreed scope.
2.2 Design
MTS will map the approved process from beginning to end, including
how the AI agent is expected to receive and interpret an interaction,
follow the approved workflow, gather or confirm information, update
connected systems, notify or transfer the matter to staff, and escalate
exceptions or uncertain situations.
The design will rely on information and decisions supplied by
Customer. Changes to Customer’s processes, systems, policies,
requirements, or approved workflows after design approval may require
additional work, fees, or a written change order.
2.3 Development and Integration
Development may include coding, configuration, APIs, webhooks,
testing, and integration work reasonably necessary to implement the
approved AI agent and its assigned administrative tasks.
MTS will perform development and testing in stages. MTS may require
successful test runs, required approvals, access credentials, accurate
test data, and technical cooperation from Customer before moving to the
next stage.
Development does not include unlimited custom software development or
unrelated features. New workflows, additional integrations, new
communication channels, materially expanded use cases, or substantial
changes to an approved design may be treated as additional work under
Section 7.
2.4 Deployment
MTS will move the system toward production deployment after the
agreed workflows have been implemented, testing has been completed to
MTS’s reasonable satisfaction, required technical checks have been
completed, Customer has provided necessary approvals and access, and
required privacy, security, and compliance arrangements are in place.
MTS may delay or decline deployment if testing is incomplete,
Customer has not supplied required information or access, a third-party
system is unavailable, or deployment would create an unreasonable
compliance, security, or operational risk.
Customer is responsible for approving the AI agent’s use within its
practice and confirming that its policies, notices, consents, patient
communications, and operating procedures meet applicable legal and
professional requirements.
3. AI Agent Boundaries
The AI agent is a configured administrative support tool. It is not
an unrestricted general-purpose employee, clinician, emergency service,
or autonomous decision-maker.
Unless expressly included in a written agreement and lawfully configured, the AI agent will not:
Diagnose, treat, or provide clinical advice
Make clinical decisions or determine medical necessity
Handle emergencies as a substitute for emergency services
Make final treatment recommendations
Provide definitive insurance coverage or benefit determinations
Adjudicate claims or disputes with insurers
Make legally binding financial, insurance, or clinical decisions
Guarantee payment, collections, treatment acceptance, patient retention, revenue, or appointment volume
Replace Customer’s dentists, clinicians, front-desk staff, billing staff, or managers
Make decisions outside the workflows and authority approved by Customer
Handle unusual, sensitive, clinical, emergency, or out-of-authority matters without an appropriate human escalation path
Customer must maintain a clear escalation path and make staff
available to receive escalations and act on information supplied by the
AI agent. The AI agent may misunderstand information, produce an
incomplete or inaccurate response, encounter an ambiguous request, or
fail to complete a task because of incomplete information, configuration
limitations, third-party systems, or other technical limitations.
Customer must maintain human oversight for consequential patient, clinical, financial, insurance, and operational decisions.
4. Customer Responsibilities
Customer will:
Provide accurate and complete information about its workflows,
policies, systems, services, hours, scheduling rules, escalation
procedures, and communication preferences.
Provide timely access, credentials, permissions, documentation, test
data, and cooperation reasonably needed to perform the Services.
Review and approve workflows, scripts, escalation rules, integrations, patient-facing communications, and deployment settings.
Maintain the accuracy of information supplied to the AI agent and connected systems.
Maintain appropriate human supervision and respond to escalated matters.
Obtain and maintain required patient notices, consents, permissions, authorizations, and disclosures.
Use the Services in accordance with applicable laws, regulations,
professional rules, third-party terms, and Customer’s policies.
Notify MTS promptly of changes to its PMS, calendar, phone system,
policies, hours, staff procedures, or other systems that may affect the
Services.
Avoid directing MTS or the AI agent to perform unlawful, unsafe, deceptive, discriminatory, or unauthorized conduct.
Maintain appropriate backups and business-continuity procedures for Customer-controlled systems and records.
Customer is responsible for the acts and omissions of its personnel,
contractors, patients, and other users who access or direct the
Services. MTS is not responsible for delays or failures caused by
Customer’s failure to perform these responsibilities.
5. Privacy, Security, and Healthcare Data
5.1 Compliance and Separate Data Agreements
Each party will comply with the laws applicable to its activities
under these Terms, including applicable privacy, security, healthcare,
call-recording, texting, email, and automated-communication
requirements.
If MTS will create, receive, maintain, or transmit protected health
information on Customer’s behalf, the parties will execute a Business
Associate Agreement (“BAA”) before that production use begins. If a BAA
or other signed data-processing agreement conflicts with these Terms
regarding protected health information or personal data, the more
specific signed agreement controls.
Customer must not transmit protected health information through a
feature or integration unless that feature or integration has been
approved for that use under the applicable agreement.
5.2 Use of Customer Data
Customer authorizes MTS to access and process Customer data only as
reasonably necessary to provide, configure, maintain, secure,
troubleshoot, test, and support the Services, communicate with Customer
about the Services, and comply with applicable law and contractual
obligations.
MTS will not sell Customer data or use identifiable patient
information for advertising or unrelated commercial purposes. MTS may
use aggregated, de-identified, and non-identifying information to
improve its products, services, processes, and general technical
performance, provided that the information does not identify Customer, a
patient, or another individual.
5.3 Customer Privacy Responsibilities
Customer is responsible for determining what information may lawfully
be shared with MTS and the AI agent, providing required notices,
obtaining required consents and authorizations, confirming that its PMS
and other third-party providers permit the intended use, configuring
appropriate access, and reviewing patient-facing communications and
automated workflows.
Customer is also responsible for maintaining appropriate human
oversight and ensuring that the AI agent is not used to provide
diagnosis, treatment recommendations, emergency care, or other
unauthorized clinical judgment.
5.4 Security Measures and Incidents
MTS will maintain reasonable administrative, technical, and
organizational safeguards appropriate to the nature of the Services and
the information processed. No internet-connected system, AI system,
telecommunications network, or third-party integration can be guaranteed
to be completely secure or free from unauthorized access.
MTS will notify Customer of a confirmed security incident involving
Customer data when required by applicable law or the applicable BAA or
data-processing agreement. MTS will provide information reasonably
available to it that is necessary for Customer to evaluate and respond
to the incident, subject to confidentiality, security, and legal
restrictions.
5.5 Subcontractors and Third-Party Providers
MTS may use hosting providers, communication providers, AI providers,
integration providers, and other subcontractors reasonably necessary to
provide the Services. MTS will require those providers to protect
Customer data in a manner appropriate to their role and applicable
contractual requirements.
MTS is not responsible for a third-party provider’s independent acts,
omissions, outage, security incident, policy, data practices, or
failure to comply with its own obligations. Customer remains responsible
for reviewing and approving third-party systems used with its practice.
5.6 Call Recording, Voice Data, and Biometrics
The Services will not collect, create, store, or use voiceprints,
biometric identifiers, or biometric information unless that activity is
expressly included in the applicable written scope and the parties have
approved the required notices, consents, retention rules, deletion
procedures, and security measures.
Customer is responsible for determining when call-recording
announcements, consent, patient notices, employee notices, opt-outs, or
other disclosures are required for its calls and messages. MTS is
responsible for carrying out the approved technical configuration and
will not knowingly configure a workflow to disregard a required consent
or opt-out instruction supplied by Customer.
Neither a HIPAA arrangement nor Customer’s approval of an AI
deployment automatically authorizes call recording, voice
authentication, voiceprint creation, or other biometric processing under
Illinois or other applicable law.
5.7 Automated Communications
Customer authorizes automated calls, texts, emails, and other
communications only as permitted by applicable law and the approved
project scope. Customer must maintain lawful consent records,
suppression and opt-out procedures, contact data, approved message
content, and escalation rules.
MTS may suspend a workflow that presents a material legal, security,
or deliverability risk until Customer provides corrected instructions or
approvals. Customer remains responsible for practice-level notices,
consent, patient communications, and use of the Services with its
contacts.
5.8 Return and Deletion
After termination, or upon Customer’s written request where
commercially reasonable, MTS will return or delete Customer data within a
reasonable period, subject to legal, regulatory, or professional
retention obligations; routine backups and disaster-recovery systems;
data retained for legitimate dispute, security, audit, or compliance
purposes; and information that has been aggregated or de-identified so
that it no longer identifies Customer or an individual.
Retained information remains subject to the confidentiality and security obligations that apply to it.
6. Third-Party Systems and Integrations
The Services may depend on third-party systems, including PMS
platforms, calendars, phone providers, email providers, messaging
providers, hosting providers, APIs, and webhooks.
MTS is not responsible for a third-party system’s availability or
performance; changes to a third-party API, integration, policy, pricing,
or access method; third-party outages, rate limits, permissions, or
security incidents; errors caused by inaccurate or incomplete
third-party data; third-party fees; Customer’s breach of a third-party
provider’s terms; or delays caused by a third-party provider or
Customer’s failure to maintain access.
MTS may need to modify, suspend, or replace an integration when a
third-party system changes. Work materially beyond ordinary maintenance
may require additional fees.
7. Changes and Out-of-Scope Work
The Services are limited to the agreed scope. Work is out of scope
when it involves a new feature, new workflow, new integration,
materially different business requirement, additional deployment,
additional communication channel, or substantial rework caused by a
Customer-requested change.
MTS may provide a written change order describing the requested work,
additional fees, revised timeline, new Customer responsibilities, and
effect on testing or deployment. MTS is not required to begin
out-of-scope work until Customer accepts the change order in writing.
MTS may pause work when Customer delays approvals, access,
information, testing, or other dependencies. Customer remains
responsible for fees and committed costs during Customer-caused delays.
8. Monthly Support
The monthly platform fee includes ongoing maintenance, updates,
troubleshooting, and reasonable support intended to maintain the
reliable operation of the deployed AI agent and its assigned tasks
within the approved scope. MTS will use commercially reasonable efforts;
it does not guarantee uninterrupted, error-free, or permanently
available operation.
Monthly support does not include unlimited consulting, unlimited
meetings, new feature development, new integrations, major workflow
redesign, practice-management consulting, staff replacement, manual
handling of Customer’s daily administrative workload, repair of
Customer-controlled systems, or work caused by unauthorized changes or
third-party changes beyond ordinary maintenance.
As a courtesy, MTS may offer a weekly check-in by phone or web
conference. Any check-in is subject to scheduling availability, is
limited to one hour, does not roll over if unused, does not create a
right to unlimited meetings, and does not expand the project scope.
Unless a separate service-level agreement states otherwise, MTS does
not guarantee a specific response time, resolution time, uptime
percentage, or availability of live human support.
9. Fees and Payment
Customer will pay the fees stated in the applicable proposal, order
form, or statement of work. Fees may include implementation,
integration, deployment, monthly platform and support fees, usage-based
communication or third-party charges, and approved change-order fees.
Unless otherwise stated in writing:
Invoices are due upon receipt or within the period stated on the invoice.
Customer is responsible for applicable taxes, third-party fees, and usage charges.
Customer may not withhold payment because of a dispute involving a separate, undisputed amount.
MTS may suspend Services for overdue amounts after reasonable notice.
Customer is responsible for reasonable collection costs associated with undisputed overdue amounts.
Monthly fees continue until the Services are terminated under these
Terms or the applicable order form. MTS may update recurring fees upon
reasonable advance notice. Special pricing or promotional terms apply
only as stated in writing.
10. Thirty-Day Satisfaction Policy
If Customer is dissatisfied for any reason during the first thirty
days after deployment, Customer may request a refund of amounts paid for
the applicable Services by providing written notice within thirty days
after deployment.
The following are excluded from the refund:
Initial consultation or planning charges
Used phone minutes and other usage-based charges
Third-party fees
Approved change-order fees identified as non-refundable
This commercial satisfaction policy is not a guarantee of any
particular business, financial, clinical, patient, collections,
scheduling, or revenue result.
11. Intellectual Property
Customer retains ownership of Customer data, Customer-provided
materials, Customer trademarks, Customer content, Customer policies, and
Customer business information.
MTS retains ownership of the MTS platform and related technology;
pre-existing software, code, tools, templates, processes, know-how, and
documentation; general improvements, methods, and reusable components;
and materials developed independently of Customer’s confidential
information.
After Customer has paid all applicable fees, MTS grants Customer a
limited, non-exclusive, non-transferable right to use the configured
Services and Customer-specific deliverables for Customer’s internal
business operations during the applicable subscription term. Unless
otherwise agreed in writing, Customer may not copy, resell, sublicense,
reverse engineer, extract, or commercially exploit the MTS platform or
its underlying technology.
MTS may use generalized, aggregated, de-identified, and
non-identifying knowledge gained while providing the Services to improve
its products and services, provided MTS does not disclose Customer’s
confidential information or identifiable patient information.
12. Confidentiality
Each party may receive confidential information from the other party.
The receiving party will use reasonable care to protect confidential
information and will use it only to perform or receive the Services.
Confidential information does not include information that is
publicly available through no breach of these Terms, was already
lawfully known, is lawfully received from a third party, is
independently developed without use of the other party’s confidential
information, or must be disclosed by law, subpoena, or governmental
authority.
If legally permitted, the receiving party will provide prompt notice
of a required disclosure and reasonably cooperate with efforts to limit
the disclosure.
13. Disclaimers
MTS will use commercially reasonable efforts to provide and maintain
the Services within the agreed scope. The Services are subject to
limitations including internet and telecommunications disruptions, PMS
and third-party integration changes, incorrect or incomplete data,
Customer configuration errors, service-provider outages, security
events, force-majeure events, AI interpretation and generation
limitations, and delays or failures caused by Customer or third parties.
Except as expressly stated in a signed written agreement, the
Services are provided on an “as is” and “as available” basis to the
maximum extent permitted by law. MTS does not warrant that the Services
will be uninterrupted, error-free, completely secure, or suitable for
every use case.
MTS does not guarantee increased revenue, reduced staffing costs,
improved patient retention, reduced no-shows, improved collections,
increased treatment acceptance, increased bookings, uninterrupted call
handling, or any other particular result.
Customer is responsible for reviewing AI-generated outputs,
communications, scheduling actions, system updates, and escalations
before relying on them when human review is appropriate.
14. Customer Indemnification
Customer will defend, indemnify, and hold harmless MTS and its
officers, employees, contractors, and affiliates from third-party
claims, losses, damages, liabilities, penalties, and reasonable expenses
arising from:
Customer’s misuse of the Services
Customer’s violation of applicable law or third-party terms
Customer’s content, instructions, policies, or data
Customer’s failure to obtain required patient notices, consents, or authorizations
Customer’s clinical, billing, insurance, employment, or patient-care decisions
Customer’s violation of privacy or healthcare obligations
Materials or instructions supplied by Customer
An indemnification obligation is subject to prompt notice, reasonable
cooperation, and the indemnifying party’s control of the defense and
settlement. No settlement may impose an admission of wrongdoing or
continuing obligation on the protected party without its consent.
15. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable
for indirect, incidental, special, consequential, exemplary, or punitive
damages, or for lost profits, lost revenue, lost business, loss of
goodwill, loss of data, or business interruption.
To the maximum extent permitted by law, MTS’s total aggregate
liability arising out of or related to the Services or these Terms will
not exceed the fees paid or payable by Customer to MTS during the twelve
months preceding the event giving rise to the claim.
The exclusions and liability cap do not apply to liability that
cannot legally be limited, a party’s payment obligations, Customer’s
misuse of the Services, or a party’s obligations concerning
confidentiality, indemnification, intellectual-property infringement, or
intentional misconduct. The parties do not intend these Terms to waive
liability for gross negligence, willful misconduct, bodily injury,
death, or other liability that applicable law does not permit them to
limit or waive.
Any limitation of liability relating to protected health information,
personal information, biometric information, or a security incident is
subject to the applicable BAA, data-processing agreement, and
non-waivable law. If a signed BAA or data-processing agreement provides a
different liability allocation for those matters, that agreement
controls.
16. Term and Termination
These Terms begin when Customer accepts an applicable proposal, order
form, or statement of work and continue while Customer uses the
Services.
Either party may terminate an applicable subscription or project as
provided in the applicable order form, for material breach that remains
uncured after written notice, immediately if the other party becomes
insolvent or ceases business operations, or as otherwise agreed in
writing.
Upon termination:
Customer must pay all amounts owed through the termination date.
Customer must stop using the Services.
MTS may disable access and stop processing new requests.
Customer remains responsible for applicable usage charges and approved commitments.
Provisions concerning payment, confidentiality, intellectual
property, privacy, indemnification, limitations of liability, and
dispute resolution survive termination.
Unless otherwise stated in writing, termination does not entitle
Customer to a refund of prepaid or committed fees, except under the
applicable Thirty-Day Satisfaction Policy.
17. Governing Law and Arbitration
17.1 Governing Law
These Terms and any dispute arising out of or relating to the
Services will be governed by the laws of the State of Illinois, without
regard to its conflict-of-law rules.
The Federal Arbitration Act governs the interpretation, enforcement,
and arbitration of this Section. The parties intend this Section to
create a valid and enforceable agreement to arbitrate to the fullest
extent permitted by law.
17.2 Informal Resolution
Before initiating arbitration, the party raising a dispute must
provide written notice describing the dispute and the requested
resolution. The parties will attempt in good faith to resolve the
dispute through direct discussion between authorized representatives for
at least thirty days after receipt of the notice.
This informal process does not authorize either party to litigate the merits of a covered dispute in court.
17.3 Exclusive Individual Arbitration
Except for matters that cannot legally be arbitrated, any dispute,
claim, or controversy arising out of or relating to these Terms, the
Services, an order form, a statement of work, or the parties’
relationship will be resolved exclusively through confidential, binding,
individual arbitration.
The arbitration will be administered by the American Arbitration
Association under its Commercial Arbitration Rules, unless the parties
agree in writing to another qualified arbitration provider. The
arbitration will be conducted by one neutral arbitrator.
The legal seat and location of the arbitration will be Lake County,
Illinois, unless the parties agree otherwise in writing. The arbitrator
may conduct the proceeding remotely by video conference or telephone
when appropriate.
Neither party may litigate the merits of a covered dispute in court.
This provision does not prevent a party from seeking the limited court
assistance described in Section 17.8.
17.4 Arbitrator’s Authority
To the fullest extent permitted by law, the arbitrator will decide
disputes concerning the interpretation, applicability, enforceability,
or formation of these Terms and this arbitration agreement, including
whether a particular dispute is subject to arbitration. A court may
decide whether a valid agreement to arbitrate exists when applicable law
requires a court to make that determination.
The arbitrator may award any remedy available under applicable law,
subject to the limitations, exclusions, and liability cap stated in
these Terms. The arbitrator may not award relief unavailable in an
individual action under applicable law.
17.5 Fees and Attorneys’ Fees
Each party will initially pay its own attorneys’ fees and expenses.
Filing fees, administrative fees, and arbitrator fees will be allocated
under the applicable arbitration rules and applicable law.
No party will be required to pay more than applicable law or the
applicable arbitration rules permit. MTS will advance or pay fees when
required by applicable law or the arbitration provider’s rules to
preserve the enforceability of this arbitration agreement. The
arbitrator may reallocate fees and expenses when authorized by law,
these Terms, or the applicable arbitration rules.
17.6 No Class or Representative Proceedings
To the fullest extent permitted by law, all disputes must be
arbitrated only on an individual basis. Neither party may bring or
participate in a class action, collective action, representative action,
private attorney general action, or consolidated arbitration involving
claims belonging to another person.
The arbitrator may not combine claims from different customers or
conduct a class, collective, representative, or consolidated proceeding
unless both parties agree in writing.
17.7 Jury-Trial Waiver
To the fullest extent permitted by law, each party knowingly and
voluntarily waives any right to a jury trial for disputes covered by
this Section. The parties agree that covered disputes will be resolved
through arbitration rather than through a court trial.
17.8 Limited Court Assistance
The parties agree that the merits of covered disputes will not be
litigated in court. Court involvement is limited to matters that cannot
be handled by the arbitrator, including compelling arbitration,
appointing an arbitrator when required, obtaining temporary or emergency
relief that the arbitrator cannot provide, obtaining a necessary
subpoena, or confirming, correcting, vacating, or enforcing an
arbitration award.
Any permitted court proceeding must be brought in a state or federal
court located in Lake County, Illinois, unless applicable law requires
otherwise. A request for temporary or emergency relief does not waive or
alter the obligation to arbitrate the merits of the dispute.
17.9 Confidentiality and Survival
Unless disclosure is required by law, necessary to enforce or
challenge an arbitration award, or reasonably necessary to obtain
professional advice, the parties and the arbitrator will keep the
arbitration, filings, evidence, testimony, and award confidential.
This arbitration agreement and the parties’ obligations concerning
confidentiality, payment, intellectual property, privacy,
indemnification, limitations of liability, and enforcement survive
termination of these Terms.
18. General Terms
These Terms, together with the applicable proposal, order form,
statement of work, BAA, data-processing agreement, and written change
orders, form the entire agreement between the parties regarding the
Services.
If there is a conflict, the following order of priority applies:
A BAA or data-processing agreement, for healthcare-data or personal-data obligations
A signed order form or statement of work
A signed change order
These Terms
A signed order form or statement of work may modify these Terms only
if it expressly identifies the provision being modified. A Customer
purchase order does not modify these Terms unless MTS expressly agrees
in writing.
Customer may not assign these Terms without MTS’s written consent,
except in connection with a merger or sale of substantially all assets.
MTS may assign these Terms in connection with a merger, acquisition,
reorganization, or sale of the applicable business.
Neither party is responsible for delay caused by events outside its
reasonable control, including outages, labor disputes, natural
disasters, governmental action, cyberattacks, or third-party failures.
If any provision is held unenforceable, it will be modified to the
minimum extent necessary to make it enforceable, and the remaining
provisions will remain in effect. Failure to enforce a provision is not a
waiver of future enforcement.
Notices may be sent to the contact information listed in the applicable order form or to:
Momentum Technology Services. Electronic acceptance, signatures, and approvals are binding.
19. Customer Acknowledgment
Customer acknowledges that:
The Services are customized to the approved scope.
The AI agent is an administrative support tool and not a clinician or replacement for professional judgment.
Customer remains responsible for patient care, staff supervision, legal compliance, notices, consents, and final decisions.
MTS cannot control third-party systems, telecommunications providers, PMS vendors, internet availability, or third-party data.
Work outside the approved scope may require additional fees and written approval.
Successful deployment depends on Customer’s cooperation, accurate information, testing, approvals, and ongoing oversight.
The parties have agreed to resolve covered merits disputes through
confidential, binding, individual arbitration rather than court
litigation, subject only to the limited court assistance allowed by
Section 17.8.