Terms of Service

1. Description of Services

Mission Valley provides an AI-powered receptionist platform for dental practices. Our services include:

• Automated phone answering and call handling via AI voice agent
• Appointment scheduling and management integrated with your Practice Management System (PMS)
• Patient intake, insurance verification, and eligibility checks
• Appointment reminders and patient communications
• Practice analytics dashboard and call reporting
• Overflow and after-hours call coverage

The specific features available to your practice depend on the subscription plan you select. We may update, add, or discontinue features with reasonable notice.

2. Account Registration and Responsibilities

To use Mission Valley, you must register for an account by providing accurate and complete information about your practice. You agree to:

• Keep your account credentials secure and not share them with unauthorized individuals
• Notify us immediately at privacy@missionvalley.co if you suspect unauthorized access to your account
• Ensure that anyone using the platform under your account (employees, contractors) complies with these Terms
• Provide accurate information about your practice and keep it updated
• Maintain valid and current payment information for your subscription

You are responsible for all activity that occurs under your account, whether or not authorized by you.

3. Acceptable Use

You agree to use Mission Valley only for lawful purposes and in accordance with these Terms. You must not:

• Use the platform for any practice, business, or purpose other than licensed dental care
• Attempt to reverse engineer, decompile, or extract the source code of any Mission Valley software
• Use our AI in ways that could deceive patients or produce clinically misleading information
• Upload or transmit malware, spam, or any content that violates applicable law
• Circumvent any security or access controls
• Use the platform to harass, defame, or harm any person
• Resell or sublicense access to the platform without our written consent

We reserve the right to suspend access if we detect conduct that we reasonably believe violates these Terms or poses a risk to other customers or to the integrity of our systems.

4. HIPAA and Business Associate Agreement

If your practice is a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (HIPAA), Mission Valley will serve as your Business Associate in connection with the services we provide.

Business Associate Agreement

A Business Associate Agreement (BAA) is incorporated into and made part of these Terms for all customers subject to HIPAA. The BAA is provided separately and governs our respective obligations regarding the handling of Protected Health Information (PHI). If you require a standalone executed BAA for your records, contact us at privacy@missionvalley.co.

Customer HIPAA Obligations

As a Covered Entity or Business Associate, you are responsible for:

• Configuring the platform in a manner consistent with your own HIPAA compliance obligations
• Training your staff on appropriate use of the platform as it relates to PHI
• Ensuring that patient disclosures and Notice of Privacy Practices appropriately describe your use of AI-assisted services
• Promptly notifying us of any suspected breach involving PHI that you become aware of in connection with our services

Minimum Necessary Standard

Mission Valley is designed to access and use only the minimum PHI necessary to perform the services you have requested. You agree not to configure the platform in ways that cause it to access PHI beyond what is needed for the services.

5. Intellectual Property

Mission Valley IP

The Mission Valley platform, including its software, AI models, user interface, documentation, and all related technology and content, is owned by Mission Valley, Inc. and protected by copyright, patent, trade secret, and other intellectual property laws. These Terms do not grant you any ownership rights in our technology. You receive a limited, non-exclusive, non-transferable license to access and use the platform solely for your internal dental practice operations during the subscription term.

Customer Data Ownership

You own all data you bring into Mission Valley, including patient records, practice data, and call recordings from your phone lines. We do not claim any ownership over your data. You grant Mission Valley a limited license to process your data solely as necessary to provide the services described in these Terms.

Feedback

If you provide feedback, suggestions, or ideas about Mission Valley, you grant us an irrevocable, royalty-free license to use and incorporate that feedback into our products without obligation to you.

6. Payment Terms

Custom Pricing

Mission Valley pricing is custom-quoted based on practice size, call volume, and selected features. Your specific pricing will be agreed upon during the onboarding process and documented in your order form or service agreement.

Billing Cycle

Subscriptions are billed monthly in advance. Your first billing date is the date your account is activated. Invoices are sent by email, and payment is due within 15 days of invoice date. We accept major credit cards and ACH payments.

Late Payment

Accounts more than 30 days past due may be suspended. We will provide at least 7 days' notice before suspension. Suspended accounts that are not brought current within 60 days may be terminated.

Taxes

Quoted prices do not include applicable sales, use, or similar taxes, which are your responsibility. We will add applicable taxes to your invoice where required by law.

7. Service Level Expectations

We target 99.5% monthly uptime for the core call-handling functionality of the platform. Planned maintenance is scheduled outside of peak practice hours (Monday–Friday, 8am–6pm local time) and announced at least 48 hours in advance when possible.

We will notify you promptly of any service incidents that materially affect your ability to handle patient calls. Status updates are available at our status page.

In the event of a service outage, we will work to restore service as quickly as possible. We recommend configuring a backup call forwarding number as a fallback for extended outages.

8. Data Ownership and Portability

As noted in Section 5, you own all data you bring to or generate through Mission Valley. You may request an export of your practice's data at any time by contacting us at privacy@missionvalley.co. We will provide exports in CSV or JSON format within 10 business days.

Upon account termination, we will retain your data for 90 days to allow you to request a final export. After that period, data is deleted from our systems except as required by law (see our Privacy Policy, Section 4).

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MISSION VALLEY'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO MISSION VALLEY IN THE THREE MONTHS PRECEDING THE CLAIM, OR (B) $500.

IN NO EVENT WILL MISSION VALLEY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if Mission Valley has been advised of the possibility of such damages. Some jurisdictions do not allow exclusion of certain warranties or limitations of liability, so some of the above may not apply to you.

10. Indemnification

You agree to defend, indemnify, and hold harmless Mission Valley, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the platform in violation of these Terms; (b) your practice's violation of applicable law, including HIPAA; (c) any claim by a patient arising from your practice's own policies, clinical decisions, or communications; or (d) any inaccurate information you provide to Mission Valley.

11. Termination

Termination by You

You may terminate your Mission Valley subscription at any time by providing 30 days' written notice to privacy@missionvalley.co. You will retain access to the platform through the end of your current billing period. We do not provide refunds for partial months.

Termination by Mission Valley

We may terminate your subscription with 30 days' written notice for any reason. We may terminate or suspend your access immediately, without notice, if we determine that you have materially breached these Terms, engaged in conduct that poses a security or legal risk, or failed to pay amounts owed.

Effect of Termination

Upon termination, your license to use the platform ends. We will provide a data export window of 90 days as described in Section 8. Sections 5 (Intellectual Property), 9 (Limitation of Liability), 10 (Indemnification), and 13 (Governing Law) survive termination.

12. Disclaimers

THE MISSION VALLEY PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Mission Valley is not a clinical tool. Our AI receptionist handles scheduling, communications, and administrative tasks. It does not provide medical or dental advice, make clinical recommendations, or create a clinician-patient relationship between Mission Valley and any patient. All clinical decisions remain with licensed dental professionals.

13. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Delaware, and you hereby consent to personal jurisdiction in those courts.

14. Dispute Resolution

Before filing any legal claim, you agree to contact us at privacy@missionvalley.co with a written description of your dispute, and we will attempt to resolve it informally within 30 days.

If informal resolution fails, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Delaware. The arbitrator may award any individual relief available under applicable law. Each party shall bear its own attorneys' fees unless the arbitrator determines that a claim or defense was frivolous. You waive the right to participate in a class action lawsuit or class-wide arbitration.

15. Changes to These Terms

We may update these Terms from time to time. For material changes, we will notify you by email and in the Mission Valley dashboard at least 30 days before the updated Terms take effect. If you do not agree to the updated Terms, you may terminate your subscription before the effective date. Continued use of the platform after that date constitutes acceptance.

16. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, BAA, and any applicable order form, constitute the entire agreement between you and Mission Valley and supersede all prior agreements or understandings.

Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

No Waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.

Assignment. You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17. Contact

Questions about these Terms or our services?