Terms of Service

“Account” means the account(s) associated with the Platform that enable Users to access and use the Platform. Customer receives at least one administrator Account to manage its subscription, its Users, and its use of the Platform. Accounts may be provisioned by self-serve signup, by OperaAI on Customer’s behalf, or through an integration partner.

“Confidential Information” means the terms and conditions of this Agreement, all information in Accounts, Customer Materials, and any information that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given its nature and the circumstances of disclosure.

“Customer Materials” means any content, Inputs, Outputs, materials, data, images, video footage (including office-tour footage), names and likenesses (solely to the extent agreed by the Parties), trademarks, logos, welcome notes, and information uploaded or entered on, or generated by, the Platform by or on behalf of Customer or its Users, including patient information submitted to personalize Outputs.

“Input” means the Customer Materials and other information input into the Platform or otherwise provided to OperaAI, including patient names, appointment details, diagnoses, treatment plans, consultation notes and transcripts, provider names, clinic branding, and questions submitted by patients through the Platform.

“Intellectual Property Rights” means all copyrights, neighboring rights, database rights, patent rights, trademark rights, trade name rights, design rights, trade secret rights, rights in domain names, rights of publicity, rights of privacy, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, whether registered or unregistered, including all applications, renewals, extensions, and similar or equivalent rights anywhere in the world.

“Output” means output generated by or through the Platform, which may include personalized patient-education videos (including post-consultation treatment videos and pre-consultation welcome videos), patient-facing web pages and share links, responses generated by the Ask Opera assistant, captions, voiceover audio, engagement summaries and analytics, and post-consultation surveys.

“Patient Pages” means the patient-facing web pages hosted by OperaAI and reachable through unique share links, on which patients may view Outputs and submit questions to the Ask Opera assistant.

“Platform” means OperaAI’s online software-as-a-service solution, including its clinic portal, video generation pipeline, pre-consultation welcome experiences, Ask Opera assistant, Patient Pages, analytics, administrative tooling, APIs, and any integrations with practice-management systems identified in an Order Form or made available to Customer.

“Services” means the provision of the Platform and any other services OperaAI provides to Customer under this Agreement or an applicable Order Form.

“Subscription Fees” means the fees payable by Customer for use of the Platform, as set out in the applicable Order Form, the pricing selected at signup, or as otherwise agreed in writing.

“Support” means the support made available to Customer through online user guides, knowledge bases, and self-help tools regarding the use of the Platform, and a helpdesk available via phone, text, email (opera@getopera.ai), or other means made available by OperaAI.

“User” means an employee of Customer or other person authorized through Customer’s administrator Account to access and use the Platform on behalf of Customer.

2.1 These Terms apply to this Agreement and to all access to and use of the Platform by Customer and its Users, however provisioned.

2.2 Any general (purchase order) conditions of Customer are hereby expressly rejected.

2.3 In the event of inconsistencies between these Terms and an Order Form confirmed by both Parties in writing, the provisions of the confirmed Order Form prevail.

3.1 What Opera does. The Platform uses artificial-intelligence technologies to generate personalized patient communication and education content on behalf of dental, orthodontic, and other specialty healthcare practices. Depending on Customer’s subscription, this may include: (a) post-consultation treatment videos that explain a patient’s condition, diagnosis (if any), recommended treatment, and next steps in plain language; (b) pre-consultation welcome experiences, including personalized welcome videos and Patient Pages that may incorporate Customer’s own office footage, branding, and welcome notes; (c) the Ask Opera assistant, which answers patient questions on Patient Pages using context supplied by Customer; (d) engagement records and analytics that surface patient questions and activity back to Customer; and (e) integrations with practice-management systems.

3.2 Content review. Certain Customer Materials intended for patient-facing display (for example office-tour footage and welcome notes) may be subject to review by OperaAI before going live. OperaAI may decline or require changes to submitted materials at its reasonable discretion.

3.3 Share links. Patient Pages are reachable by unguessable, unique links rather than patient logins. Customer is responsible for delivering share links only to the intended patient (or their guardian) and for its choice of delivery channel (including SMS or email), including any consents required for that channel.

4.1 Use of Platform. Subject to Customer’s compliance with this Agreement and payment of applicable Subscription Fees, OperaAI grants Customer a non-transferable, non-exclusive right, during the Subscription Term, to permit Users to access and use the Platform, and to share Outputs with Customer’s own patients for their personal, non-commercial use, within any usage limits specified in the applicable Order Form or plan.

4.2 Services. OperaAI shall use commercially reasonable efforts to perform the Services.

4.3 License to Customer Materials. To make the Platform available to Customer, Customer grants OperaAI a non-exclusive right to use, copy, process, distribute, and display Customer Materials solely in connection with operating the Platform and performing the Services on Customer’s behalf (including generating Outputs, hosting Patient Pages, and rendering Customer’s footage, branding, and notes into videos). Customer Materials are encrypted in transit and at rest and are logically separated from the data of other OperaAI customers. OperaAI uses Customer Materials only as necessary to provide the Services, to comply with applicable law, and as otherwise permitted by this Agreement. OperaAI takes no responsibility and assumes no liability for Inputs provided by or on behalf of Customer; Customer is solely responsible for its Inputs, including ensuring they do not violate applicable law. Customer represents and warrants that it owns, controls, or has lawfully obtained all rights, permissions, and consents necessary to grant the rights set forth herein, including any patient consents or authorizations required for OperaAI to process patient information and provide the Platform and Outputs.

4.4 Restrictions. Customer may not, directly or indirectly: (a) reverse engineer, decompile, modify, disassemble, or otherwise attempt to discover or make derivative works of the source code, underlying ideas, user interface techniques, or algorithms of the Platform; (b) cause undue strain on the Platform through excessive or non-standard use, including automated bulk generation outside plan limits; (c) use the Platform for any purpose outside its intended design and Customer’s authorized use; (d) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, or otherwise commercially exploit the Platform or make it available to any third party (other than sharing Outputs with Customer’s own patients as intended); (e) replicate or use any aspect of the Platform to build or support a competing product or service; or (f) use the Platform to create content that is misleading, unlawful, or presented to patients as clinical advice without professional review. Any information supplied by or obtained from OperaAI may not be disclosed to any third party or used to create any software or service substantially similar to the Platform.

4.5 Access credentials. Platform login details and API keys may not be shared with, used by, or transferred to any third party without OperaAI’s written consent. Customer is responsible for safeguarding its Account credentials and API keys and for all activity occurring under them. Customer shall notify OperaAI promptly at opera@getopera.ai of any suspected compromise, and OperaAI will rotate affected credentials.

5.1 Fees. Customer shall pay the Subscription Fees and any other fees set out in the applicable Order Form or selected at signup. Unless otherwise stated, Subscription Fees are payable monthly in advance, are irrevocable, and are non-refundable except where required by law. OperaAI has no obligation to provide access to the Platform until applicable Subscription Fees have been paid.

5.2 Online billing and trials. Where Customer subscribes online, payment is processed by OperaAI’s payment processor (currently Stripe). If a free trial is offered, the subscription converts automatically to a paid plan at the rate shown at signup unless canceled before the trial ends. Subscriptions renew monthly until canceled; cancellation takes effect at the end of the current billing period. OperaAI may change pricing with at least thirty (30) days’ notice, effective on Customer’s next renewal.

5.3 Taxes. All amounts are stated exclusive of any applicable sales, use, GST, withholding, or value-added taxes, which will be added where applicable and are payable by Customer.

5.4 Non-payment. OperaAI may suspend access to the Platform for accounts with overdue fees after reasonable notice.

The Platform may incorporate third-party software and services (including AI model providers, telephony/SMS providers, payment processors, and cloud infrastructure) governed by separate licenses, which are incorporated by reference into this Agreement, and Customer agrees to their terms. Practice-management systems and other integration partners (for example, Greyfinch) are separate companies; Customer’s use of those systems is governed by Customer’s agreements with them, and OperaAI is not responsible for their acts, omissions, or availability. Customer shall not modify or combine the Platform or any third-party software in any manner that would cause the Platform to become subject to the terms of any third-party license.

7.1 Platform. OperaAI will use commercially reasonable efforts, in accordance with applicable industry standards, to provide and maintain the Platform in a manner that minimizes errors and interruptions. OperaAI makes no further warranty unless otherwise agreed in writing.

7.2 Errors. During the Subscription Term, OperaAI will use commercially reasonable efforts to correct faults in the Platform within a reasonable period, provided Customer gives OperaAI a detailed written description of the fault. OperaAI may deploy temporary solutions, workarounds, or restrictions.

7.3 Updates. OperaAI may make available, at no additional cost, updates and upgrades to the Platform, including improvements, new versions, new functionality, patches, and fixes. OperaAI may add, change, or retire features of the Platform, provided it does not materially reduce the core functionality Customer has paid for during a paid term.

7.4 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERAAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND ALL WARRANTIES ARISING OUT OF USAGE IN TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. OPERAAI FURTHER DISCLAIMS ANY WARRANTY THAT (A) THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR WILL BE CONTINUOUSLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS OBTAINED FROM USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE PLATFORM WILL MEET CUSTOMER’S EXPECTATIONS; OR (D) ANY ERRORS OR DEFECTS IN THE PLATFORM WILL BE CORRECTED.

OperaAI provides Support by giving Customer and its Users access to online user guides, knowledge bases, and self-help resources regarding use of the Platform. The helpdesk is available via phone, text, email (opera@getopera.ai), or other means made available by OperaAI. A first response will be provided within forty-eight (48) hours of receipt of a call, text, or email on business days, Eastern U.S. time.

9.1 Platform and Services. OperaAI retains all right, title, and interest (including all Intellectual Property Rights) in and to the Platform and Services — including application development, business and technical methodologies, video templates, compositions, and implementation processes used to develop or provide them — and all updates, upgrades, enhancements, customizations, revisions, modifications, and future releases. Except for the limited access and use rights granted in this Agreement, Customer acquires no interest in the Platform. For clarity, such rights do not extend to Customer Materials.

9.2 Feedback. If Customer provides suggestions, comments, ideas, survey responses, defect reports, or other feedback about the Platform (“Feedback”), OperaAI shall own all right, title, and interest in and to such Feedback, and Customer hereby makes and agrees to make all assignments necessary to achieve such ownership.

9.3 Customer Materials. Except for the limited rights granted in this Agreement, Customer retains all right, title, and interest (including all Intellectual Property Rights) in and to Customer Materials.

9.4 Artificial intelligence. THE PLATFORM INCLUDES FEATURES SUPPORTED BY ARTIFICIAL-INTELLIGENCE TECHNOLOGIES, INCLUDING GENERATED VIDEO NARRATION AND THE ASK OPERA ASSISTANT. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS AND THE PLATFORM MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE PLATFORM MAY RESULT IN INCORRECT OUTPUT. CUSTOMER MUST EVALUATE THE ACCURACY AND SUITABILITY OF ANY OUTPUT FOR CUSTOMER’S USE CASE, INCLUDING BY HUMAN REVIEW OF OUTPUT BEFORE OR PROMPTLY AFTER IT IS SHARED WITH PATIENTS. CUSTOMER UNDERSTANDS AND AGREES THAT OUTPUT MAY CONTAIN “HALLUCINATIONS” AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER’S PURPOSE, AND THAT OPERAAI SHALL NOT BE LIABLE FOR ANY DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGES TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE PLATFORM. ALL OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND.

9.5 Anonymized data. Notwithstanding anything to the contrary in this Agreement, OperaAI may collect, use, analyze, and otherwise process data or information derived from Customer Materials or Customer’s use of the Platform, provided such data is aggregated and/or anonymized so that it does not identify Customer, any individual, or Customer’s Confidential Information (“Anonymized Data”). All right, title, and interest in Anonymized Data belongs solely to OperaAI. OperaAI may use Anonymized Data for any lawful purpose, including analytics, benchmarking, training of artificial-intelligence and machine-learning models in de-identified form, product improvement, development, research, and marketing, and may make Anonymized Data publicly available in compliance with applicable law, provided it does not identify Customer, any individual, or Customer’s Confidential Information.

Each Party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by or on behalf of the other Party; (b) not to use the other Party’s Confidential Information except to perform its obligations or exercise its rights under this Agreement; (c) to limit internal dissemination of Confidential Information to employees and contractors who have a need to know and an obligation to protect it; and (d) to protect Confidential Information with at least the same degree of care it uses for its own similar information, and no less than reasonable care. A recipient may disclose Confidential Information on a need-to-know basis to employees, contractors, and representatives bound by enforceable confidentiality obligations. Confidential Information does not include information that: (i) is publicly known at the time of disclosure; (ii) is generally known in the industry before disclosure; (iii) becomes publicly known without fault of the recipient; (iv) is lawfully received from a third party without confidentiality obligations; or (v) is independently developed by the recipient. This Section does not prohibit disclosure required by law or court order, provided the recipient gives the disclosing Party prompt notice of any subpoena or similar request.

11.1 Compliance. Each Party will at all times comply with its legal obligations with respect to the protection of personal data, including, as applicable, the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”) and applicable state privacy laws.

11.2 Business Associate Agreement. To the extent OperaAI creates, receives, maintains, or transmits protected health information on behalf of Customer, the Parties’ performance is subject to the restrictions, requirements, and obligations of a Business Associate Agreement (“BAA”), which becomes part of this Agreement when mutually executed. Contact opera@getopera.ai if you have not received OperaAI’s BAA.

11.3 Security program. OperaAI will maintain an information security program (including internal policies and procedures) designed to (a) protect the Platform and Customer Materials against accidental or unlawful loss, access, or disclosure; (b) identify reasonably foreseeable internal and external risks to security and unauthorized access; and (c) minimize security risks, including through risk assessments and testing. Customer Materials are encrypted in transit and at rest and logically separated per customer. To the extent OperaAI maintains third-party certifications or audit reports regarding its security program, OperaAI will provide copies upon reasonable request.

11.4 Patient interactions. Customer acknowledges that questions patients submit through the Ask Opera assistant, and related engagement activity on Patient Pages, are recorded and made available to Customer as part of the Services. Customer is responsible for providing patients any notices required by applicable law regarding such processing.

Customer agrees to indemnify, defend, and hold OperaAI and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third-party claim related to (a) Customer’s or its patients’ use of the Platform; (b) any Customer Materials; or (c) Customer’s provision of dental, orthodontic, or other healthcare services.

OPERAAI DOES NOT DIRECTLY OFFER MEDICAL ADVICE OR DIAGNOSES, OR ENGAGE IN THE PRACTICE OF MEDICINE. THE PLATFORM — INCLUDING ALL VIDEOS, PATIENT PAGES, PRE-CONSULTATION WELCOME CONTENT, AND RESPONSES FROM THE ASK OPERA ASSISTANT — IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT AND IS OFFERED FOR INFORMATIONAL AND COMMUNICATIVE PURPOSES ONLY. THE PLATFORM IS NOT INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, NURSING, PHARMACY, DENTAL, ORTHODONTIC, OR OTHER HEALTHCARE ADVICE BY OPERAAI. RESOURCES MADE AVAILABLE THROUGH THE PLATFORM ARE NOT A SUBSTITUTE FOR DIRECT, IN-PERSON HEALTHCARE SERVICES AND ARE NOT AN INDICATOR OF SPECIFIC RESULTS. CUSTOMER IS SOLELY RESPONSIBLE FOR THE REVIEW AND APPROVAL OF ALL OUTPUT AND MATERIALS PRESENTED TO ITS PATIENTS AND FOR THE PROVISION OF DENTAL, ORTHODONTIC, OR OTHER HEALTHCARE SERVICES TO ITS PATIENTS.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL OPERAAI BE LIABLE FOR (A) ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES; OR (B) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER TO OPERAAI FOR ACCESS TO AND USE OF THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHETHER ARISING OUT OF OR RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE PLATFORM, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF OPERAAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.1 Term. This Agreement is effective as of the earlier of the Effective Date of an executed Order Form or Customer’s first acceptance or use of the Platform, and continues for the Subscription Term specified in the Order Form or, for online subscriptions, until the subscription is canceled (“Subscription Term”).

15.2 Termination for breach. Either Party may terminate this Agreement for material breach by the other Party if (a) the non-breaching Party provides written notice of the breach; and (b) the breach is not cured within thirty (30) days after receipt of notice. OperaAI may additionally suspend or terminate Accounts for non-payment or for use that violates Section 4.4 or applicable law.

15.3 Effects of termination. On termination for any reason, Customer’s access to and use of the Platform ceases. For thirty (30) days following termination, Customer may arrange retrieval of Customer Materials by downloading them or contacting OperaAI. Following that period, OperaAI will delete Customer Materials to the extent required by applicable law, provided that OperaAI may continue to use Anonymized Data as set forth in this Agreement and may, at its discretion and subject to Customer’s instruction, keep previously delivered Outputs available to the patients they were shared with.

15.4 Survival. All sections of this Agreement which by their nature should survive termination will survive, including, without limitation, confidentiality obligations, warranty disclaimers, and limitations of liability. Each Party’s termination rights are in addition to any suspension rights under this Agreement.

16.1 Entire agreement. This Agreement is the complete and exclusive statement of the agreement between the Parties and supersedes any proposal or prior agreement, oral or written, and any other communications relating to its subject matter.

16.2 Force majeure. Except for Customer’s payment obligations, neither Party is liable for failure to perform its obligations if prevented by an event of Force Majeure — any event or condition beyond a Party’s reasonable control that prevents, in whole or material part, performance, or renders it so difficult or costly as to be commercially unreasonable, including governmental action, riots, war, strikes, lockouts, shortages of energy or supplies, epidemics, pandemics, fire, flood, hurricane, typhoon, earthquake, lightning, or explosion.

16.3 Governing law. This Agreement and all matters arising out of or in connection with it are governed exclusively by the laws of the State of Delaware, United States, without regard to its conflicts-of-law rules or any enactment of the Uniform Computer Information Transactions Act or the UN Convention on Contracts for the International Sale of Goods.

16.4 Dispute resolution. The Parties shall first endeavor to settle any dispute arising out of or relating to this Agreement amicably. Failing that, the dispute shall be exclusively submitted to the jurisdiction of the competent courts of Santa Clara County, California, United States.

16.5 Assignment. Neither Party shall assign or otherwise transfer this Agreement or any rights or obligations hereunder without the other Party’s prior written consent, except that each Party may assign this Agreement to a successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise. Any purported transfer without such consent is null and void. This Agreement binds and inures to the benefit of the Parties and their respective heirs, representatives, affiliates, successors, and permitted assigns.

16.6 Remedies. In the event of a breach or threatened breach by either Party, the other Party shall have all applicable equitable and legal remedies.

16.7 Relationship of the parties. Nothing in this Agreement creates an agency, partnership, or joint-venture relationship. Neither Party may assume or create obligations on behalf of the other or bind the other in any respect.

16.8 Waiver and modification. Failure to enforce any right is not a waiver of subsequent enforcement. OperaAI may update these Terms from time to time; material changes will be notified (for example by email or in-product notice) at least fourteen (14) days before taking effect, and continued use of the Platform after that constitutes acceptance. For Customers on a mutually executed Order Form, no modification or waiver is effective unless in writing and signed by both Parties.

16.9 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder continues in full force and effect to the fullest extent allowed by law.

16.10 Notices. Notices to OperaAI shall be sent to OperaAI, Inc., 13342 Emeric Ct, Centreville, VA 20120 or opera@getopera.ai. Notices to Customer may be sent to the email address associated with Customer’s Account or the address in the applicable Order Form.