TERMS OF USE

Welcome to the Terms of Use (the “Terms”) of Toothlens, an online platform offering dental wellness information and pre-diagnostic services (the “Services”). Your access and use of the Services are contingent upon your acceptance of the terms and conditions outlined herein. By accepting the Terms, you consent to be bound by them.

We request you to read the Terms carefully as they govern your relationship with our Company and the use of our Services. Please be advised that these Terms are subject to periodic updates, amendments, modifications, or revisions. Therefore, it is important that you refer to these Terms from time to time.

1. Background
   • Toothlens Inc. is a company registered in the United States of America (the “USA/US”) having its registered office at 651N, Broad Street, Middletown Delaware 19709 USA (the “Toothlens” or “Company” or “We/we” or “Us/us” or “Our/our”).
   • The website, toothlens.com, together with its smartphone application (collectively referred to as “Application” / “Platform”) are owned, managed and operated by the Company.
   • The Company is in the business of providing technology-related solutions in the healthcare domain and in furtherance thereto, has developed an artificial intelligence (“AI”) powered pre-diagnostic tool (“SmartCheck” or “Services”) which can be accessed through the Application, (a) upon providing login credentials (the “User” or “user”), and (b) uploading images of the user’s teeth onto the Platform.

2. Applicability of Terms
   • The Terms herein set out the terms and conditions for availing the Services offered by the Company by using the Application.
   • For the purpose of these Terms, along with any amendments to the same, and wherever the context so requires“You/you”, “Your/your” or “Yourself/yourself”, shall mean any natural or legal person who has agreed to become a user of the Application by accessing it or installing it on a smartphone application.
   • You hereby agree and acknowledge that by accepting the Terms, you expressly confirm that you have read, understood and agree to comply with and be bound by its terms and conditions.
   • In the event that you do not agree to any or all of the Terms, or are , you are requested not to access and use any of the Services offered by the Company and/or the Application.
   • You understand that the Company may amend these Terms from time to time as it may deem fit and necessary. Any amendment to the Terms shall be effective upon the Company’s posting of such updated Terms on the Application and we will ask you to acknowledge and accept the modified Terms before accessing the Services. In case of any material adversity, such as deteriorated entitlements or higher costs, we offer users to opt out by writing to us at support@toothlens.com.

3. Registration
   • Wherever applicable, you agree to sign up and create an authenticated account (the “Account”) by providing all required information in order to access or use the Services (the “Sign-up Process”). To make your Account on the Application, you shall create a username using your email id and a password. You shall also provide us with any other necessary information for establishing your Account.
   • You agree and acknowledge that you shall:
     • Create only 1 (one) Account using your credentials unless approved expressly in writing by the Company;
     • Provide accurate, truthful, updated and complete information when creating your Account and in all your dealings with the Company;
     • Maintain the security of your Account by not sharing your password with others and by immediately changing your password if you suspect any unauthorized access to your Account; and
     • Promptly notify the Company if you discover or otherwise suspect any security breaches relating to the Application.
   • You agree and acknowledge that any and all activity undertaken by you from the Account shall be your sole responsibility and the Company shall not be responsible or liable for the same in any manner towards you or any other third party.
   • In the event, that the Company finds the information, so provided by you, to be untrue, inaccurate, outdated or incomplete, then it shall be entitled to terminate your Account and refuse current or future use of any and/or all of the Services and you shall be liable to indemnify and hold harmless the Company and/or its affiliates, directors, employees, and agents to the extent of the loss incurred.
   • The Company will not be liable for any loss or damage arising from the failure on your part to comply with the provision of these Terms. Further, you agree to indemnify and hold the Company and/or its affiliates, directors, employees and agents harmless from any claims or damages suffered by the Company and/or its affiliates, directors, employees and agents due to any use of the Account.

4. SmartCheck
   • The Application is an AI-powered “dental wellness screening tool” which is essentially a pre-diagnostic self-check tool to help you understand your overall dental health and track your oral hygiene (the “Mobile AI app./ Platform”) by using images captured by you on your smartphone camera. To upload these images onto the Application, you are required to log into your Account by using your username and password created at the time of registration.
   • Upon successfully uploading the images, the Application employs its advanced image recognition technology to perform a comprehensive dental screening. Specifically, the Application screens the images for common dental issues such as tooth decay, visible plaque, and root exposure.
   • Following a preliminary screening, a “SmartCheck Oral Health Report” (the “Report”) is generated, providing a summary of the total number of indicative dental issues recognized by the Application during the screening process. The number of issues reported determines a user’s low, medium, or high-risk profile.
   • The Report further includes “Dental Wellness Information” to promote or encourage you to (a) mitigate the risk of dental concerns, or (b) improve the management of them. Further, the Application also sends periodic reminders to you to upload their images and track the progress of your oral hygiene.
   • To ensure accuracy, the Application undergoes rigorous quality control measures. Our team of algorithm and image recognition experts collaborate with dental professionals to maintain the reliability of the Application. However, the accuracy of the Report relies solely on the quality of the images that you upload onto the Platform. You therefore understand and acknowledge that the screening process is conducted on your smartphone-generated images, which may not be an actual representation of any discomfort you may experience and shall not be considered to be a substitute for a consultation with a qualified dental practitioner.
   • The Application only provides an indication of your dental health and does not replace traditional dental risk evaluation methods, therefore the Report should be reviewed by a qualified dentist. Any decision that you take to discuss your dental health, personal risk factors and your Report with your doctor, shall be your sole responsibility and you shall not hold the Company liable for any grievances arising therefrom.

5. Health Follow-Up Policy
   • The Company, in furtherance to continually improving our services, performs research activities from time to time. As part of the research activities, we may perform checks on the photographs shared by you on the Platform to verify the accuracy of the Application.
   • In case we think that it may benefit your health, we will share the outcomes of those checks with you and contact you outside of our regular automated communication.

6. Privacy Policy
   • The Company respects your privacy and has accordingly formulated a privacy policy, in compliance with the applicable laws (the “Privacy Policy”).
   • The use of any personal information by the Company shall be governed by the Privacy Policy as provided on the website of the Company and may be subject to amendment from time to time in order to ensure compliance with law.

7. Intellectual Property
   • The name “Toothlens” and any other logos and service marks are trademarks owned by the Company. The technology, computer programs, codes, images, domain name, the look and feel of the Application and all information available thereon are all the exclusive intellectual property of the Company (the “Content/content”).
   • The US Copyright laws protect the content and design of the Application. Any unauthorized reproduction, republication, distribution, display, transmission, sale or any other use and/or duplication of any material available on the Application without prior written consent from the Company shall be in violation of the relevant intellectual property laws.
   • The Company reserves the right to initiate and pursue any necessary legal and/or other action against any such user for infringement of the Company’s intellectual property.
   • You may view, download, display and print a single copy of the Report on a single computer or mobile device for personal, non-commercial use only, as long as:
     • You do not alter or modify these materials in any way; and
     • You include all the applicable notices and disclaimers (including copyright notices).
     • You do not use the materials in a way that suggests an association with the Company or its affiliates.
     • You understand and agree that these materials’ titles shall not be passed to you or any other user.

8. User Obligations
   • You will be eligible to use the Services only by registering with the Company and fulfilling the following qualifications:
     •  
     • You have the legal capacity to enter into a contract and are not specifically disqualified under law.
   • You undertake not to:

• cut, copy, distribute, modify, recreate, reverse engineer, post, publish or create derivative works from, transfer, or sell any information or software obtained from the Application. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content or software of the Application for personal, non-commercial or commercial purposes and unwarranted modification of data and information within the content thereof is not permitted. Should you wish to engage in one or more such actions, prior written permission from us must be obtained;
• access (or attempt to access) the Application and/or the materials or Services by any means other than through the interface of the Platform;
• use the Application in any manner that may impair, overburden, damage, disable or otherwise compromise the Application; and
• violate any terms and conditions of these Terms or any other policies governing your use of the Application including but not limited to our Privacy Policy, Cookie Policy and Copyright Notice.
  • You are also prohibited from violating the security of the Application. In case of any violations of the system or network security, the Company shall be entitled to take necessary remedial actions including but not limited to taking any civil, criminal and/or injunctive action.

9. Remedies
   • In the event that you are found to have violated any of the Terms, the Company reserves the right to do any or all of the following:
     • Take any action remediating any violation in such a manner that it may deem fit and necessary including all necessary legal, civil and criminal actions;
     • Restricting your use of the Account and subsequently the Services thereof, either temporarily or permanently;
     • Seek indemnification and/or compensation to the extent of loss or damage caused to the Company.
   • You acknowledge that in no event shall the Company be liable for any damages whatsoever whether direct, indirect, general, special, compensatory, consequential, punitive or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Services.

• Termination
• The Terms shall remain in full force and effect unless and until the Account is terminated in accordance with the Terms.
• You may deactivate the Account and end the registration with the Company at any time, for any reason by sending an email to support@toothlens.com provided that such termination shall not absolve you of any liability towards the Company arising from your use of the Services or the Application.
• The Company may also suspend or terminate your use of the Application, and/or the Account, at any time, for any breach of these Terms.
• Subject to the laws applicable in the USA, the Company reserves the right to maintain, delete or destroy all communications or materials posted or uploaded onto the Platform pursuant to its internal record retention and/or content destruction policies. After such termination, the Company will have no further obligation to provide the Services to you.
• The Company further reserves the right to terminate these Terms or discontinue the Services provided through the Application or any portion or feature thereof for any or no reason and at any time without any liability towards you or any other third party.
• The Company will not be liable to you for any costs, expenses, or damages as a result of the termination of these Terms.

11. Disclaimer
    • The Services of the Company are being provided solely to monitor, track and understand your dental health and oral hygiene. No interactions on the Platform create a doctor-patient relationship as defined under relevant laws of the USA.
    • The Services so provided are intended to help understand and support self-assessments carried out at your own volition. In the context of your dental health and wellness, your preferences should always be made in conjunction with your attending a dental health care provider.
    • The Application is not capable of diagnosing or providing specific treatment and the Report is not a substitute for traditional dental health risk evaluation methods.
    • Any reliance by you on the Dental Wellness Information so provided is at your discretion and risk.
    • The Report is unique to each user as it is based on the images uploaded by you on the Platform. The accuracy of the Application’s algorithm and image recognition software depends on the quality of the images so uploaded.
    • The Report is merely indicative and may not be an actual representation of any discomfort you experience, therefore, it is highly recommended that you discuss the Report with your dentist or qualified healthcare practitioner.
    • The Company will not be liable for any decision you take to consult your dentist regarding your dental concerns indicated in the Report.

12. Representations, Warranties and Guaranties
    • The Services on the Application are provided to you on an “as-is” and “as-available” basis. The Company makes no representations or warranties of any kind, express or implied (including without limitation warranties of title or non-infringement or the implied warranties of merchantability or fitness for a particular purpose) as to the content or operation of the Platform or any information or Service provided through the Application. You expressly agree and acknowledge that you are availing the Services at your sole risk.
    • The Company makes no representations, warranties or guarantees, express or implied, regarding the accuracy, reliability or completeness of the content of the Application including the information contained in the online and in-app library or other Services.
    • The Company does not provide any guarantee that the Application shall be free from technological difficulties, including but not limited to, the unavailability of information, downtime and/or service disruptions. The Company does not guarantee the correct functioning of the Services if you use them while you are subject to a contra-indication for the use.
    • The Company engages and employs the best methods to safeguard and protect against viruses, bugs, worms, time bombs, trojan horses, spyware, et cetera, however, despite such best efforts, the Company makes no representation, warranty or guarantee that the Application is free from above-mentioned infections and/or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, intercept or expropriate any system, data or personal information.

13. Limitation of Liability
    • The Company has no responsibility or liability for any action that you do or do not take because of or despite the disclaimer given in the Application. If you are experiencing a medical emergency or have any concerns about your dental health, in any way, you should seek immediate medical attention. You should not delay in seeking medical advice, stop treatment, or disregard medical advice because of the information contained in the Application or the Services.
    • The Company shall not be liable for any loss or damage of any nature, to the extent of Services and other information provided on the Application.
    • The Company will not be liable for any business losses, including without limitation, loss or damage to profits, income, revenue, use, production, anticipated savings, business contracts, commercial opportunities or goodwill, which arise after availing the Services, as they are for personal use only.
    • The Company is not liable for issues arising from your interaction with any which are providing certain services via the Application, including the ability, intent or inability of such third parties to fulfil obligations towards you.
    • You agree that you shall not bring any claim personally against our officers or employees in respect of any losses that you may suffer in connection with the Application or these Terms.
    • The Company shall not be liable for any content you publish on social media using a social media plugin on our Application.

14. Grievance Redressal Mechanism
    • In the event of any grievances concerning our Services, you may send an email to support@toothlens.com or post a mail to 651N, Broad Street, Middletown Delaware 19709 USA.

15. Communication
    • You understand and agree that the Company may contact you through telephone, email, SMS, or any other means of communication for the purpose of:
      • Obtaining feedback in relation to the Platform or our Services;
      • To share the outcome of the research activities undertaken by the Company using the images shared by you on the Platform;
      • Resolving any grievances or queries raised by you; and
      • Providing full cooperation in furtherance of such communication by the Company to resolve your grievances.
    • By submitting suggestions or other feedback regarding our Services/Platform, you agree that the Company can use and share such feedback for any purpose, without any compensation to you, and the Company is under no obligation to keep such feedback confidential.

16. Governing Law and Jurisdiction
    • The Terms and the Privacy Policy shall be governed by the applicable laws of the USA.
    • The Courts at Delaware, USA shall have exclusive jurisdiction.

17. Dispute Resolution
    • Any dispute remaining unresolved for a period of over [] business days, post-exhausting grievance redressal mechanism may be resolved by referring such disputes by mediation under the Delaware Rapid Arbitration Act, 2015 (“the “DRAA”).
    • The order passed by the mediator shall be final and binding on the parties, without prejudice to any injunction that either party may seek to prevent any imminent threat of violation of their rights and/or of any law.

18. Contact
    • Any questions regarding the Services or usage of the Platform, please contact the Company at support@toothlens.com
    • For the purpose of verification, you shall be required to provide information (including, but not limited to registered email address, contact number et cetera) and note the query/grievance raised by you.

19. Entire Agreement

These terms, including the Privacy Policy, constitute the entire agreement between you and the Company and govern your use of the Application, superseding any prior agreements between you and the Company with respect to the Application.