Terms of Use

1. Acceptance of Terms

These Terms of Use ("Terms") govern your access to and use of (a) the public website located at needletailai.com, including any related pages, content, and online forms (the "Website"), and (b) any online interfaces or portals through which you access Needletail's AI‑powered, fully managed dental insurance eligibility verification and revenue cycle management services (collectively, the "Services").

By accessing or using the Website or Services on behalf of an organization, you represent that you are authorized to accept these Terms on behalf of that organization and that the organization is bound by these Terms. Only organizations (such as dental practices and DSOs) may be customers of the Services; individual users act solely in their capacity as authorized personnel of such organizations. If you do not agree to these Terms, do not use the Website or Services.

If Needletail and your organization have executed a separate master services agreement, statement of work, and/or Business Associate Agreement (collectively, an "MSA/BAA"), then that MSA/BAA governs any paid or contracted use of the Services, and if there is a conflict between these Terms and the MSA/BAA, the MSA/BAA will control with respect to the Services and any PHI.

2. Eligibility and User Accounts

Access to the Services (other than general browsing of the public Website) is available only to customers and users who have been onboarded and provisioned by Needletail or by a customer as its authorized user. The Services are not available for self‑service sign‑up or public registration.

You must be of legal age and capacity under applicable law to enter into these Terms on behalf of your organization and, in any event, must be at least the minimum age permitted under Delaware law to form a binding contract. By using the Website or Services, you represent that you meet these eligibility requirements and that all information you provide is accurate and complete.

You are responsible for maintaining the confidentiality of any user IDs, passwords, or other credentials associated with your account and for all activities that occur under your account. You agree to notify Needletail promptly of any actual or suspected unauthorized use of your credentials or any other security incident relating to the Website or Services. Customers are responsible for ensuring that their users are authorized and for all use of the Services by their users.

3. Permitted Use and Restrictions

Subject to these Terms and any applicable MSA/BAA, Needletail grants your organization a limited, non‑exclusive, non‑transferable, revocable right to access and use the Website and, for authorized customers and their users, the Services, solely for your internal business purposes and in accordance with applicable law.

You and your users may not:

• Use the Website or Services for any unlawful, fraudulent, or harmful purpose, or in violation of any applicable law, regulation, or professional obligation.
• Attempt to gain unauthorized access to any systems, networks, or data, or circumvent or attempt to circumvent any security or access controls.
• Copy, modify, reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas of the Services, except to the limited extent permitted by applicable law notwithstanding this restriction.
• Use any automated means (such as bots, crawlers, or scrapers) to access the Website or Services, except as expressly authorized in writing by Needletail.
• Resell, sublicense, lease, or otherwise provide access to the Services to any third party, except as expressly permitted in an MSA/BAA.
• Upload, transmit, or otherwise provide any content that infringes or misappropriates the rights of others, is illegal, or contains malicious code or security threats.

The Website and Services are intended for professional use by dental practices, group practices, and DSOs. They do not provide clinical, medical, legal, or insurance coverage advice, and the outputs of the Services are informational and operational in nature. Customers remain responsible for their own clinical and billing decisions and for verifying insurance coverage and benefits with payers as appropriate.

You agree not to submit Protected Health Information ("PHI") via general Website forms, email addresses, or other non‑designated channels. PHI should only be transmitted through secure channels and workflows identified by Needletail and governed by an applicable MSA/BAA.

4. Description of the Services; Changes and Availability

Needletail provides an AI‑powered, fully managed dental insurance eligibility verification and revenue cycle management service that combines AI agents and human quality assurance to deliver eligibility and benefits information into customers' practice management systems. Needletail may provide additional tools, dashboards, or interfaces as part of the Services.

Needletail may improve, modify, or discontinue any portion of the Website or Services from time to time, including by adding or removing features, implementing updates, or performing maintenance, provided that such changes are consistent with any applicable commitments in an MSA/BAA. Needletail will use commercially reasonable efforts to schedule planned maintenance to minimize disruption, but may perform emergency maintenance when needed.

Any specific service levels, uptime commitments, or credits (if applicable) will be set out in your MSA/BAA or related documentation and are not established by these Terms.

5. Trials, Beta Features, and Commercial Terms

Commercial terms, including pricing, volume, and payment, are governed by the applicable MSA/BAA and not by these Terms. If your organization purchases or subscribes to the Services, your use is also subject to the MSA/BAA and any applicable order forms or statements of work.

From time to time, Needletail may offer access to trial, preview, pilot, or beta features or services. Any such features are provided on a temporary, evaluation, or experimental basis, may change at any time, and may be terminated or withdrawn by Needletail in its sole discretion. Trial and beta features are provided "as is" and "as available," without any warranty or commitment to general availability, and Needletail retains all rights, title, and interest in and to such features.

6. Data Ownership and Licenses

As between your organization and Needletail:

• Your organization retains ownership of its data, including practice and DSO information, and any patient and insurance data it or its systems submit to or make available through the Services, subject to any rights granted in an MSA/BAA.
• Needletail retains ownership of the Website, the Services, AI models, workflows, software, documentation, and all related intellectual property, including any improvements and derivative works.

You grant Needletail a non‑exclusive, worldwide, royalty‑free license to use, host, process, transmit, and display your organization's data, including PHI, solely as necessary to provide the Services, to fulfill our obligations under the MSA/BAA, and as otherwise permitted by that agreement and applicable law.

To the extent permitted by applicable law and your MSA/BAA, you also grant Needletail a right to use de‑identified or aggregated data derived from your use of the Services for analytics, product improvement, and benchmarking, provided that such data does not identify you, your users, or your patients.

7. Intellectual Property and Feedback

All content and materials on the Website and in the Services, including text, graphics, logos, icons, images, software, and compilations, are owned by Needletail or its licensors and are protected by copyright, trademark, and other intellectual property laws. No rights are granted to you except as expressly stated in these Terms or in an applicable MSA/BAA.

If you provide Needletail with feedback, comments, or suggestions regarding the Website or Services, you acknowledge that Needletail may use such feedback without restriction and without any obligation to you, and you hereby grant Needletail a perpetual, irrevocable, worldwide, royalty‑free license to use and exploit that feedback for any lawful purpose.

8. HIPAA, PHI, and Business Associate Agreements

To the extent Needletail processes PHI on behalf of a customer that is a Covered Entity or Business Associate under HIPAA, the parties will enter into a BAA that governs such processing. If there is any conflict between these Terms and an applicable BAA with respect to the handling of PHI, the BAA will control.

You agree not to use general Website forms, marketing pages, or other non‑designated channels to transmit PHI or other highly sensitive personal information. Use of the Services for PHI must comply with HIPAA, the BAA, and all applicable laws, and you are responsible for providing all required notices to and obtaining all required consents from individuals as needed under applicable law.

9. Disclaimers

To the maximum extent permitted by law, the Website and Services (including any trial or beta features) are provided "as is" and "as available," with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non‑infringement. Needletail does not warrant that the Website or Services will be uninterrupted, secure, or error‑free, or that they will meet your requirements or expectations.

The Website and Services, including any output generated by AI agents or other components, do not constitute clinical, medical, legal, or insurance coverage advice. You are solely responsible for determining how to use any information obtained from the Services and for verifying information with payers or other sources as appropriate. Needletail does not guarantee eligibility, coverage, or payment of any claim.

10. Limitation of Liability

To the maximum extent permitted by law, in no event will Needletail or its affiliates, licensors, or service providers be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with the Website, Services, or these Terms, even if advised of the possibility of such damages.

To the extent permitted by law and subject to any different allocation of risk in an applicable MSA/BAA, Needletail's aggregate liability arising out of or relating to the Website, Services, and these Terms will not exceed one hundred U.S. dollars (US$100) or, if your organization has an MSA in place and the claim relates to the Services, the amount expressly stated in that MSA. Any limitations in an MSA/BAA will control over this paragraph to the extent of any inconsistency.

Some jurisdictions do not allow certain limitations of liability; in such cases, the above limitations will apply to you to the fullest extent permitted by applicable law.

11. Indemnification

You agree, on behalf of your organization, to defend, indemnify, and hold harmless Needletail and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your or your users' violation of these Terms or applicable law.
• Your organization's use of the Website or Services in a manner not permitted by these Terms or an applicable MSA/BAA.
• Any data, content, or instructions provided by you or on your behalf that infringe or misappropriate any rights of a third party or violate applicable law.

Any indemnity provisions in an MSA/BAA will govern as between Needletail and a contracted customer and will control over this section in the event of any conflict.

12. Suspension and Termination

These Terms remain in effect while you access or use the Website or Services. Needletail may suspend or terminate your access to the Website or Services, in whole or in part, immediately and without prior notice, if Needletail reasonably believes that you or your organization have violated these Terms, pose a security risk, or engage in fraudulent or unlawful activity, or as otherwise permitted under an applicable MSA/BAA.

Termination or suspension of access under these Terms does not by itself terminate any MSA/BAA between Needletail and your organization, which will be governed by its own terms. Upon termination of access, any rights granted under these Terms will cease, and you must stop using the Website and Services, except to the extent otherwise permitted under an MSA/BAA.

13. Export Control and Sanctions Compliance

The Website and Services may be subject to United States and other export control and sanctions laws and regulations. You agree to comply with all such laws and regulations and represent that neither you nor your organization is located in, or organized under the laws of, an embargoed or restricted country, or identified on any U.S. government restricted‑party list. You may not use the Website or Services if such use would cause Needletail to be in violation of applicable export control or sanctions laws.

14. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them, the Website, or the Services are governed by the laws of the State of Delaware, without regard to its conflict‑of‑laws principles, and by applicable U.S. federal law.

You agree that the exclusive jurisdiction and venue for any action or proceeding arising out of or relating to these Terms, the Website, or the Services will be the federal courts located in the State of Delaware, and you consent to the personal jurisdiction of such courts. Nothing in this section limits any rights or obligations set out in an applicable MSA/BAA relating to dispute resolution between Needletail and a contracted customer.

15. Changes to These Terms

Needletail may update these Terms from time to time. When we do, we will revise the "Last updated" date at the top of this page. Changes will be effective when posted, unless a later effective date is specified. Your continued use of the Website or Services after the Terms are updated constitutes your acceptance of the updated Terms.

If you do not agree to the updated Terms, you must stop using the Website and Services. Updates to an MSA/BAA or other contract will follow the change procedures specified in that agreement.

16. Miscellaneous

These Terms, together with any Additional Terms referenced herein (such as the Privacy Policy) and any applicable MSA/BAA between Needletail and your organization, constitute the entire agreement between you and Needletail with respect to Website use and, for non‑contracted users, the Services.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Needletail's prior written consent, and any attempted assignment in violation of this restriction is void. Needletail may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. No failure or delay by Needletail in exercising any right under these Terms will constitute a waiver of that right.