Aireena Master Services Agreement

This Agreement is between Vantrem, of 86 Farid Semaika Street, Heliopolis, Cairo, Egypt (“Vantrem”, “we”, “us”), and the dental practice, clinic, or organization that accepts it (the “Practice”, “you”). Vantrem provides the Aireena service (“Aireena” or the “Service”).

You accept this Agreement when you tick the box accepting it, when you begin a trial, or when you first use the Service — whichever happens first. If you are accepting on behalf of a practice or organization, you confirm you are authorized to bind it.

Aireena is software that answers your practice’s telephone calls using an automated voice assistant. It can answer questions using information your practice has supplied, take messages, and — where you have enabled it — schedule, reschedule, or cancel appointments.

Aireena is nota medical device. It does not provide medical, dental, or clinical advice, and nothing it says is a clinical judgment. It is not an emergency service and not an answering service of record. It does not replace your practice’s own staff, its clinical responsibilities, or its obligations to its patients.

Aireena can operate in an approval mode, in which no change is written to your practice management system until a member of your practice authorizes it. This is the default during the trial.

You remain solely responsible for:

• All clinical judgment, diagnosis, treatment, and care of your patients.
• Reviewing and verifying appointments, messages, and any other information Aireena produces before relying on it.
• The accuracy and completeness of the information you give us — your hours, providers, services, insurance participation, escalation numbers, and anything else Aireena speaks from.
• Maintaining human coverage and escalation for your practice, including your own after-hours and emergency arrangements, independently of Aireena and at all times.
• Your practice management system, telephone service, network, and equipment.
• Your own legal, regulatory, professional, and licensing obligations, including to your patients.
• Informing your patients that calls to your practice may be answered by an automated assistant.

Aireena is not an emergency service and must never be relied upon as one. Where a caller describes a severe emergency, Aireena is designed to direct that caller to emergency services immediately and not to attempt to schedule them. That behaviour is a feature of the software, not a guarantee about any individual call.

You must maintain your own emergency and after-hours arrangements at all times, whether or not Aireena is answering your line, and you must not present Aireena to patients as an emergency contact. Where you supply an escalation telephone number, you are responsible for its accuracy and for the availability of whoever answers it.

The Service is provided on a commercially reasonable efforts basis. We do not guarantee, and expressly disclaim any promise, that:

• any particular call will be answered, understood, transcribed, or acted upon;
• any particular appointment will be booked, kept, rescheduled, cancelled, or escalated;
• any revenue, case value, new patient, retention rate, or other business outcome will result from the Service; or
• the Service will be uninterrupted, error-free, or available at any given moment.

Aireena depends on third-party telephony, speech, and artificial-intelligence providers. Their failure, degradation, or unavailability is not a breach of this Agreement.

We do not commit to a specific level of uptime and provide no service-level guarantee. We aim to keep Aireena available and to restore it promptly when it is not.

If the Service is unavailable or is not performing as described and we do not remedy it within a reasonable period after you tell us, your sole and exclusive remedy is to cancel under Section 10. Interruptions caused by planned maintenance, your telephone carrier or network, your practice management system, your own equipment or configuration, your misuse of the Service, or events outside our reasonable control are not service failures.

Every plan opens with a 14-day free trial. The setup period is not part of the trial: the 14 days begin on the first day your calls are forwarded to Aireena, however long setup takes before that.

We do not take payment details to start a trial, and a trial never converts to a paid subscription automatically. At the end of the trial, nothing is charged unless you affirmatively choose to subscribe. If you do not, the Service simply stops.

Subscriptions are billed monthly in advance in US dollars. There is no setup fee.

• Starter — $299 per month. Up to 3 simultaneous calls and 500 included minutes per month.
• Professional — $499 per month. Up to 7 simultaneous calls, unlimited minutes.
• Enterprise — custom. Priced by agreement for multi-location groups.

On the Starter plan, minutes used beyond the 500 included in a billing month are charged at $0.20 per minute, billed in arrears. This rate applies from the first day of your subscription.

We may change the per-minute overage rate if our underlying costs rise. We will give you at least 30 days’ prior electronic notice before a new rate takes effect. Before it does, you may:

• accept the new rate and continue on your current plan;
• move to a higher plan — the Professional plan includes unlimited minutes, so no overage rate applies to it; or
• cancel under Section 10.

A new overage rate does not apply to you unless you remain on the Starter plan after it takes effect.

Fees are exclusive of taxes, which are your responsibility where applicable. Payment may be processed by a third-party payment provider on our behalf.

If a payment fails, we will notify you electronically and may re-attempt it. If the amount remains unpaid 10 days after that notice, we may suspend the Service. If it remains unpaid 30 days after that notice, we may terminate this Agreement.

Suspension does not relieve you of amounts already due. We will restore a suspended Service promptly once outstanding amounts are paid. While the Service is suspended, Aireena will not answer your calls — you must ensure your practice’s telephone coverage is arranged accordingly.

There is no minimum term and no long-term contract. The subscription runs month to month from the day it begins and renews automatically each month until cancelled.

You may cancel at any time using the cancellation method described on our website. Your subscription then continues until the end of the month you have already paid for, and does not renew.

Amounts paid in advance are not refunded — this applies whether you cancel the day after a payment is taken or on the last day of the paid month. There is no cancellation penalty and no lock-in; you simply keep the month you have paid for.

Aireena produces a written transcript of the calls it handles. Depending on what you request and what we have enabled for your practice, call records may be retained as a text transcript, as a full audio recording, or as both.

Audio recording is not enabled by default. It is provided only on your authorized request, only where a Business Associate Agreement is in place under Section 12, and only where the Service is configured to give callers the notice required by the recording and consent laws applicable to your calls. You are responsible for telling us which format you require and for any consent your own jurisdiction requires from your patients.

Where Aireena handles protected health information on your behalf, we act as your business associate. A Business Associate Agreement is included with every plan and is executed separately.

Where the Business Associate Agreement and this Agreement conflict in relation to protected health information, the Business Associate Agreement controls. Your practice remains the covered entity and retains its own obligations under applicable health privacy law; nothing in this Agreement transfers those obligations to us.

Your practice’s data — including your clinic information, call transcripts, any recordings, and your patient data — belongs to your practice, not to us. If you leave, that data leaves with you: you may export it, and we will provide it on request for 30 days after termination, after which we may delete it.

We use your data to provide and support the Service, and we do not sell it. Aireena runs on Google Cloud infrastructure hosted in the United States. We apply commercially reasonable technical and organizational safeguards, but no system is perfectly secure and we do not warrant that yours cannot be compromised.

Where the Service sends text messages or places calls to your patients or staff on your behalf, you are responsible for having obtained whatever consent applicable law requires from those recipients, and for the accuracy of the numbers you provide.

Message and data rates may apply to messages sent or received. Every message we send on your behalf carries an opt-out instruction, and a recipient may reply STOP at any time to stop receiving them.

Each party may receive information from the other that is confidential. Each party will use the other’s confidential information only to perform this Agreement, will protect it with at least reasonable care, and will not disclose it to anyone other than employees, contractors, and advisers who need it and are bound to protect it.

These obligations do not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or is independently developed by it, and do not prevent a disclosure required by law. They continue for three years after termination, and for as long as the law requires in the case of protected health information.

Vantrem owns Aireena and all intellectual property in the Service, including its software, models, prompts, voices, and documentation. You receive a non-exclusive, non-transferable right to use the Service during your subscription, and nothing more.

You own your data as described in Section 13. If you give us feedback or suggestions, we may use them without obligation to you.

You will not copy, resell, reverse engineer, or attempt to derive the underlying models or software of the Service, use it to build a competing product, or use it other than for your own practice’s front-desk operations.

You will defend, indemnify, and hold harmless Vantrem and its officers, employees, and contractors from and against any claim, demand, proceeding, loss, damage, fine, penalty, settlement, or cost — including reasonable legal fees and the cost of defence — brought by or arising from:

• any of your patients, or anyone claiming through or on behalf of a patient, in connection with your practice, its care, its scheduling, or its handling of any call;
• your clinical decisions, diagnosis, treatment, or standard of care;
• your failure to maintain the human coverage, escalation, or emergency arrangements required by Sections 3 and 4;
• the information you supplied to us, or your failure to obtain any consent required under Sections 11 and 14;
• your breach of this Agreement, your misuse of the Service, or your violation of any law or professional obligation.

We will tell you promptly of any such claim and give you reasonable cooperation. You will not settle a claim in a way that admits fault on our behalf or imposes an obligation on us without our written consent.

We will defend you against a third-party claim that the Service, as provided by us and used in accordance with this Agreement, infringes that third party’s intellectual property rights, and will pay the amounts finally awarded against you or agreed in settlement by us.

This does not apply where the claim arises from your data, from information you supplied, from your use of the Service other than as permitted, or from any modification or combination not made by us. If the Service becomes, or we believe it may become, the subject of such a claim, we may modify it, replace it, or terminate this Agreement. This indemnity is subject to Section 19.

To the maximum extent permitted by applicable law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, anticipated savings, patients, case value, goodwill, or reputation — whether or not the possibility of such loss was known, and regardless of the theory of liability.

To the maximum extent permitted by applicable law, Vantrem’s total aggregate liability arising out of or relating to this Agreement or the Service — including any claim relating to your patients or brought by you in consequence of a patient claim — will not exceed the total amount you paid us for the Service in the six months immediately preceding the event giving rise to the claim. This limit applies in the aggregate across all claims, not per claim.

You acknowledge that the fees for the Service are set on the basis of these limits, that they represent a reasonable allocation of risk between us, and that we would not provide the Service at these prices without them.

Some jurisdictions do not allow certain exclusions or limitations. Where a provision of this Section is held unenforceable, it applies to the fullest extent permitted, and the remainder of this Section continues in force.

This Agreement is between you and Vantrem alone. No patient, employee, or other person is a third-party beneficiary of it, and no one other than you may enforce any right, remedy, warranty, or obligation under it or claim any benefit from it.

You represent that your practice maintains professional liability and general liability insurance at levels that are commercially reasonable for a practice of its type and size, and that you will keep it in force throughout your use of the Service.

We may suspend or terminate the Service on notice if you fail to pay under Section 9, if your use of it creates a security, legal, or regulatory risk, if you breach this Agreement and do not remedy the breach within 10 days of being told of it, or if we cease to offer the Service.

On termination, your right to use the Service ends, amounts already due remain payable, and Sections 13 and 15 through 20 survive.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including outages or failures of telephone carriers, cloud providers, artificial-intelligence or speech providers, internet infrastructure, power, natural events, war, civil unrest, labour action, or acts of government.

We may update this Agreement from time to time. We will give you notice electronically before a material change takes effect, and the version and effective date at the top of this page will change. If you do not accept a material change, your remedy is to cancel under Section 10 before it takes effect. Continuing to use the Service after that date means you accept the updated terms.

Notices to us go to 86 Farid Semaika Street, Heliopolis, Cairo, Egypt, or to the contact address published on our website. Notices to you go to the email address, mobile number, or postal address you gave us, or to the contact details on your account.

Notices may be given electronically — by email, by SMS, or by other electronic means — and are effective when sent. Either party may change its address or contact details by giving the other electronic notice of the change. It is your responsibility to keep the contact details on your account current.

This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Nothing in this Section deprives you of the protection of any mandatory law of your own jurisdiction that cannot be varied by agreement.

This Agreement, together with the Business Associate Agreement and any order or plan details we agree with you, is the entire agreement between us about the Service and replaces anything said or written before it — including anything described in a demo, proposal, or marketing material.

If any provision is held unenforceable, the rest continues in force. A failure to enforce a provision is not a waiver of it. You may not assign this Agreement without our written consent; we may assign it to an affiliate or in connection with a merger, reorganization, or sale of the business. Nothing here creates a partnership, joint venture, employment, or agency relationship between us.