1. Agreement to terms

These Terms and Conditions ("Terms") form a binding agreement between dm.dmdent.com ("dmdent," "we," "us," or "our") and the physician clinic or organization ("Clinic," "you," or "your") that registers for or uses the dmdent platform, including its website, software, and related services (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service. If you are agreeing on behalf of a clinic or organization, you confirm you have the authority to bind that organization to these Terms.

2. Description of service

dmdent is a subscription-based physician practice management platform providing patient records and charting, online booking with digital intake, billing and invoicing, and reporting tools, as described on our website. We may add, change, or remove features over time as the Service evolves.

3. Eligibility and account registration

• You must be a legitimate physician practice, clinic, or authorized representative thereof to register for the Service.
• You are responsible for providing accurate registration information and keeping it up to date.
• You are responsible for maintaining the confidentiality of login credentials for all accounts under your clinic, including staff and admin accounts you create.
• You must notify us promptly if you become aware of any unauthorized access to your account.

4. Clinic responsibilities

As the party entering, managing, and relying on patient data within the Service, your clinic agrees to:

• Enter accurate patient information and maintain records in accordance with applicable healthcare recordkeeping laws in your jurisdiction.
• Obtain any consents required by law before collecting patient data through the Service, including digital intake and e-signature features.
• Use the Service only for legitimate clinical, administrative, and business purposes related to operating your physician practice.
• Ensure that only authorized staff are granted logins, and that staff-level access is set appropriately for each team member's role.
• Comply with all applicable laws regarding the handling of patient health information, including the Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules, where applicable.

dmdent provides the tools; your clinic remains responsible for the clinical accuracy of records entered and for how patient consent is obtained and documented.

5. Patient data and privacy

5.1 Roles

For patient data entered into the Service, your clinic acts as the data controller and dmdent acts as a data processor, processing that data solely to provide the Service and only on your instructions, except where required by law.

5.2 Data isolation

Each clinic's records are logically isolated from other clinics on the platform. For multi-location accounts, only the designated owner-level login can view data across locations; staff accounts see only their assigned location.

5.3 Security measures

We maintain reasonable technical and organizational safeguards for data stored in the Service, including encryption at rest and in transit, role-based access controls, account lockout after repeated failed login attempts, and automatic session timeouts, as further described on our Security page. No system is completely secure, and we cannot guarantee absolute security of transmitted or stored data.

5.4 Data breach notification

If we become aware of a security incident affecting your clinic's data, we will notify you without undue delay and provide information reasonably necessary for you to meet any legal notification obligations to affected patients or authorities.

5.5 Your privacy policy

Full detail on what data we collect and how it's used is set out in our separate Privacy Policy, which forms part of these Terms by reference.

6. Subscription, fees, and payment

• Subscription plans. The Service is offered on a monthly or annual subscription basis, with pricing as published on our Pricing page or as separately quoted for Enterprise/self-hosted arrangements.
• Additional locations. Running an additional clinic location beyond your plan's included allotment is billed at the then-current per-location rate.
• Billing. Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. Annual plans are billed as a single upfront payment.
• Late or failed payment. We may suspend access to the Service if payment is not received within a reasonable grace period after the due date. We will make reasonable efforts to notify you before suspension.
• Fee changes. We may change subscription pricing for future billing periods with at least 30 days' notice. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.
• Refunds. Fees are generally non-refundable. If you cancel a paid subscription before the end of its current billing period, you may request a refund for the unused portion of that period by submitting a written request to our support team; approved refunds are processed within 30 days. Usage already incurred is non-refundable. We may also issue refunds where required by law or as expressly stated otherwise at the time of purchase.

7. Acceptable use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable healthcare, data privacy, or consumer protection law.
• Attempt to gain unauthorized access to another clinic's data or to any part of the Service not made available to you.
• Reverse engineer, decompile, or attempt to extract the source code of the Service, except where permitted by law.
• Interfere with or disrupt the integrity or performance of the Service, including through unauthorized automated access.
• Upload data you do not have the right or consent to store, or use the Service to store information unrelated to legitimate physician practice operations.

We reserve the right to suspend or terminate accounts that violate this section.

8. Software rights and intellectual property

• Ownership. The Service, including its software, source code, design, branding, and underlying technology, is owned by dmdent and protected by applicable intellectual property laws. Nothing in these Terms transfers any ownership of the platform itself to you.
• License grant. Subject to your compliance with these Terms, dmdent grants your clinic a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your clinic's internal physician practice operations during your active subscription.
• License restrictions. You may not sublicense, resell, rent, lease, or white-label the Service, or use it to build a competing product. See Section 7 (Acceptable use) for restrictions on reverse engineering and unauthorized access.
• Feedback. If you or your staff send us suggestions, feature requests, or other feedback about the Service, we may use that feedback to improve the Service without obligation or compensation to you.
• Trademarks. "dmdent" and our associated logos are our trademarks. These Terms do not grant you any right to use our name, logo, or branding except as necessary to access and use the Service as permitted here.

9. Your data and data ownership

• Your clinic retains ownership of all patient and business data entered into the Service.
• You may request an export of your data at any time during an active subscription, in a reasonable common format, subject to a reasonable processing time.
• Upon termination of your subscription, we will make your data available for export for a period of 30 days, after which it may be deleted from our systems in accordance with our data retention practices, except where retention is required by law.

10. Service availability

We aim to keep the Service available and performant but do not guarantee uninterrupted or error-free access. Scheduled maintenance, technical issues, or events beyond our reasonable control (including outages of underlying cloud infrastructure providers) may affect availability. We are not liable for losses arising from planned maintenance communicated in advance or from circumstances outside our reasonable control.

11. Termination

• You may cancel your subscription at any time in accordance with your plan's billing terms; cancellation takes effect at the end of the then-current billing period unless otherwise stated.
• We may suspend or terminate your access if you materially breach these Terms and fail to remedy the breach within a reasonable period after notice, or immediately in cases of serious violations (such as unauthorized access attempts or non-payment beyond the grace period).
• Sections relating to data ownership, limitation of liability, indemnification, and governing law survive termination.

12. Disclaimer of warranties

The Service is provided "as is" and "as available." To the fullest extent permitted by law, we disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Service is a practice-management and recordkeeping tool; it does not provide clinical, medical, or legal advice, and clinical decisions remain solely the responsibility of the treating physician.

13. Limitation of liability

To the fullest extent permitted by law, dmdent's total liability arising out of or relating to these Terms or the Service shall not exceed the total fees paid by your clinic in the twelve (12) months preceding the event giving rise to the claim. dmdent shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, even if advised of the possibility of such damages.

Nothing in this section limits liability that cannot be limited under applicable law, such as liability for gross negligence, willful misconduct, or violations of mandatory data protection obligations.

14. Indemnification

You agree to indemnify and hold dmdent harmless from claims, damages, and reasonable expenses (including legal fees) arising from your clinic's violation of these Terms, misuse of the Service, or failure to obtain necessary patient consents for data collected through the Service. dmdent agrees to indemnify your clinic against third-party claims arising directly from dmdent's gross negligence or willful misconduct in providing the Service.

15. Confidentiality

Each party agrees to keep confidential any non-public business or technical information disclosed by the other party in connection with the Service, and to use it only for purposes of performing under these Terms.

16. Changes to these terms

We may update these Terms from time to time. Material changes will be communicated by email or in-app notice at least 14 days before taking effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

17. Governing law and disputes

These Terms are governed by the laws of the Republic of the Philippines, without regard to conflict-of-law principles. Any disputes arising from these Terms shall first be attempted to be resolved through good-faith negotiation, and if unresolved, shall be subject to the exclusive jurisdiction of the courts of the Philippines.

18. Severability and entire agreement

If any provision of these Terms is found unenforceable, the remaining provisions remain in full effect. These Terms, together with our Privacy Policy, constitute the entire agreement between you and dmdent regarding the Service.