Last Updated: July 6, 2022
Welcome to ThriveCloud, a comprehensive cloud-based dental practice management application designed to meet the needs of modern dental offices. These Terms and Conditions (“Terms”) govern your access to and use of the ThriveCloud platform, services, and any associated content or software provided by ThriveCloud (“we,” “us,” “our”). By accessing or using ThriveCloud, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use ThriveCloud.
Please read these Terms carefully, as they outline your rights and responsibilities when using ThriveCloud and provide crucial information about limitations, data access, and usage requirements.
By using ThriveCloud, you acknowledge and agree that you are legally bound by these Terms. Access to the Platform is contingent on your compliance with these Terms, and any breach may result in the termination of your access. By affirming that you are of legal age and possess the authority to bind your dental practice or business entity to these Terms, you assume full responsibility for ensuring that all authorized users under your account comply with these Terms.
ThriveCloud reserves the right to amend, update, or revise these Terms at its sole discretion. Modifications to these Terms will become effective immediately upon posting to our website or notification within the Platform. It is your responsibility to regularly review these Terms and remain informed of any changes. Continued use of the Platform after updates signifies your acceptance of the revised Terms.
For clarity in these Terms, the following definitions apply:
“Platform” refers to the ThriveCloud application, including all modules, services, software, tools, and integrations provided by ThriveCloud.
“User” or “You” refers to the individual, practice, or entity accessing or using the Platform, as well as all authorized employees, contractors, and agents.
“Subscription” refers to the paid service plan granting you access to ThriveCloud, subject to recurring fees.
“Data” refers to all information uploaded, entered, or stored within the Platform, including patient records, clinical notes, x-rays, schedules, billing information, and other content.
“Protected Health Information (PHI)” refers to patient data that is individually identifiable and protected under applicable laws, including the Health Insurance Portability and Accountability Act (HIPAA).
To use ThriveCloud, you must meet the following conditions:
ThriveCloud reserves the right to deny or revoke access to the Platform at its discretion, without liability, if it determines that you or your organization fail to meet these eligibility criteria.
ThriveCloud is a secure, cloud-based dental practice management solution designed to streamline the operations of dental practices. It includes features for patient scheduling, billing, clinical documentation, eClaims processing, reporting, and integration with third-party applications.
Access to ThriveCloud is provided exclusively on a subscription basis. This access is contingent on the payment of all applicable subscription fees and adherence to these Terms. Users are granted a non-exclusive license to utilize the platform’s features as long as their accounts remain in good standing.
Modification of Services:
ThriveCloud reserves the right to modify, enhance, or discontinue any features or functionalities of the platform at its sole discretion. While we strive to maintain access to the platform, certain updates or changes may be necessary to improve service quality, address security concerns, or respond to evolving market demands. These updates may occur without prior notice and may result in temporary downtime or changes in available features. ThriveCloud disclaims any liability for modifications, enhancements, or discontinuation of services.
By using ThriveCloud, you acknowledge that no specific feature, functionality, or guarantee of uninterrupted access is promised. It is your responsibility to stay informed of any updates or changes to the platform as communicated through ThriveCloud’s official channels.
To access ThriveCloud, users are required to create a unique account associated with their dental practice. The registration process involves providing accurate, complete, and up-to-date information, including but not limited to the practice name, contact details, authorized users, and billing information. Users are responsible for ensuring that all information provided during registration and throughout the term of their subscription is truthful and current.
Account Creation and Maintenance:
ThriveCloud accounts are intended for use solely by the registered dental practice and its authorized staff members. Each user within the practice may be assigned individual login credentials to facilitate role-based access. Unauthorized creation of accounts or falsification of registration details constitutes a violation of these Terms and may result in immediate suspension or termination of access.
Confidentiality of Login Credentials:
You are solely responsible for safeguarding your account credentials, including usernames and passwords. Sharing, transferring, or disclosing login information to unauthorized individuals is strictly prohibited. You agree to take reasonable steps to secure your credentials, such as using strong passwords and updating them periodically.
ThriveCloud recommends enabling multi-factor authentication (MFA) for enhanced account security. Failure to implement such security measures increases the risk of unauthorized access and potential data breaches.
Unauthorized Access and Notification Obligations:
In the event you suspect that your account credentials have been compromised or that unauthorized access has occurred, you must notify ThriveCloud immediately via the designated support channels. Delays in reporting unauthorized access may result in further misuse of your account and increased liability.
Account Activity:
You are responsible for all activities conducted under your account, including actions taken by authorized users, employees, contractors, or any other individuals granted access. This includes ensuring that all users within your practice comply with these Terms and use the platform exclusively for lawful purposes. ThriveCloud reserves the right to monitor account activity for compliance and may suspend or terminate access in the event of violations.
Liability Disclaimer:
ThriveCloud disclaims all liability for damages, losses, or disruptions caused by unauthorized access to your account resulting from your failure to secure login information. This includes, but is not limited to:
By registering and maintaining an account with ThriveCloud, you acknowledge that you bear sole responsibility for safeguarding account access and ensuring compliance with these Terms by all authorized users.
Account Termination and Suspension:
ThriveCloud reserves the right to suspend or terminate accounts in cases of non-compliance, non-payment, or suspected misuse. Upon suspension or termination, access to the platform and associated data will be restricted or revoked entirely. Reinstatement of access may be subject to payment of outstanding fees, penalties, or additional security requirements.
Access to ThriveCloud is offered exclusively on a subscription basis, with payment required in advance to ensure uninterrupted access to the platform. The subscription terms, including billing cycles, payment amounts, and due dates, are outlined in your service agreement or as communicated during the onboarding process. By subscribing to ThriveCloud, you agree to adhere to the payment terms and conditions specified in these Terms.
ThriveCloud supports various payment methods, including credit cards, ACH transfers, and other electronic payment systems, as determined at the time of subscription. All payments must be made in the currency specified in your service agreement and are non-refundable unless otherwise explicitly stated. ThriveCloud reserves the right to reject or suspend payments that fail to comply with the agreed-upon payment methods or amounts.
You are responsible for ensuring that your payment information, including billing address and payment method details, is accurate and up to date. ThriveCloud is not responsible for disruptions in service resulting from expired, declined, or invalid payment methods. Failure to resolve payment issues promptly may lead to service interruptions, penalties, or termination of access as outlined in Section 6.1.
Timely payment of subscription fees is essential to maintain uninterrupted access to ThriveCloud. If payment is not received by the specified due date, ThriveCloud reserves the right to take the following actions:
ThriveCloud will issue notifications regarding overdue payments via email or other contact methods provided during registration. It is your responsibility to ensure that these contact details remain accurate and that you respond promptly to such notifications. ThriveCloud is not liable for service interruptions resulting from unaddressed payment notices.
ThriveCloud continually enhances its platform to provide superior functionality and performance. To support these enhancements and adapt to evolving operational costs, ThriveCloud reserves the right to adjust subscription fees at its sole discretion.
ThriveCloud is under no obligation to provide specific notice of price adjustments. Changes to subscription fees will become effective as of the date determined by ThriveCloud. Users are encouraged to regularly review their subscription charges to stay informed of any adjustments.
By continuing to access or use ThriveCloud after the effective date of a price adjustment, you expressly acknowledge and accept the revised rates. If you do not agree to the new pricing, you must terminate your subscription in accordance with the termination provisions outlined in these Terms before the adjustment takes effect. Failure to cancel your subscription will result in the automatic application of the updated pricing to your account.
ThriveCloud does not provide refunds for partial months of service or unused subscription periods, except as required by law or explicitly agreed upon in writing. In the event of a billing dispute, you must notify ThriveCloud within thirty (30) calendar days of the disputed charge. ThriveCloud will investigate the claim and, if warranted, issue a credit to your account or adjust future invoices accordingly.
No credits or refunds will be issued for service interruptions resulting from non-payment, failure to update billing information, or violations of these Terms. ThriveCloud reserves the right to issue refunds or credits solely at its discretion.
You are obligated to pay all fees due under your subscription agreement, regardless of any disputes or disagreements with ThriveCloud or third parties. Disputes regarding the quality of service, availability, or features do not relieve you of your responsibility to pay outstanding balances.
ThriveCloud encourages you to report any concerns or dissatisfaction promptly so that appropriate action can be taken to address the issue. However, failure to make timely payments during the resolution process may result in suspension or termination of your account.
All fees charged by ThriveCloud are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for the payment of any such taxes, including but not limited to sales tax, value-added tax (VAT), or other similar charges. If ThriveCloud is required to collect taxes on your behalf, these amounts will be added to your invoice and must be paid in full with your subscription fees.
Failure to remit taxes or charges as required by applicable laws may result in penalties or additional liabilities, for which you assume full responsibility.
By using ThriveCloud, you acknowledge and agree that all data entered into the Platform, including, but not limited to, patient records, clinical notes, images, x-rays, billing data, scheduling information, financial records, and associated documents (collectively, “Data”), remains the property of ThriveCloud. You are granted a limited, non-exclusive, revocable license to access and use this Data solely for the purpose of managing your dental practice during the term of your active subscription.
The license provided to you is conditional upon your adherence to these Terms and full payment of all applicable subscription fees. While ThriveCloud facilitates the entry, management, and retrieval of Data through its Platform, it retains all rights, title, and interest in the architecture, software, design, and methodologies used to store, organize, and access the Data.
You expressly agree that ThriveCloud has the right to anonymize and aggregate your Data for analytical, reporting, or improvement purposes, provided such use complies with applicable laws, including HIPAA. Under no circumstances will ThriveCloud sell your identifiable patient Data or use it for marketing purposes without your express written consent.
In the event of termination or cancellation of your subscription, regardless of the reason, your access to ThriveCloud, including all Data stored on the Platform, will be revoked immediately upon the effective date of termination. You will no longer be able to view, retrieve, or modify any Data once access is revoked.
ThriveCloud retains the right to permanently delete all Data associated with your account thirty (30) calendar days after termination unless you have submitted a written request for data export services and paid the associated fees. After this period, the Data will be irretrievably deleted, and no recovery will be possible.
It is your responsibility to initiate the data export process within the designated timeframe. ThriveCloud will not be liable for any loss, corruption, or inability to access Data following the termination or expiration of your subscription. Additionally, ThriveCloud is not responsible for maintaining or storing any backups of your Data once the deletion process is initiated.
ThriveCloud offers data export and conversion services to assist you in transitioning to another platform or retaining a copy of your records. These services are subject to mandatory, separate and distinct fees for different types of data, including but not limited to:
Each category of export or extraction is billed separately, and fees will be based on the time, effort, and resources required to process the request. ThriveCloud reserves the right to set and revise these fees at any time without prior notice, reflecting the actual cost and complexity involved in performing these services.
The fees applicable to your specific request will be determined based on the then-current rates in effect at the time the data extraction request is made. Upon receiving your request, ThriveCloud will provide you with an estimate of the applicable charges, which you must approve before the extraction process begins.
The following conditions apply to data export and conversion fees:
If you fail to request an extraction or export of your data, documents, or x-rays within thirty (30) days of subscription termination, all such data will be permanently deleted, and no further recovery will be possible. ThriveCloud disclaims all liability for any loss of access to your data caused by your failure to make a timely request.
By requesting data export or conversion, you agree to these terms and acknowledge that fees are determined at the discretion of ThriveCloud based on the effort and costs required to fulfill your request.
If you anticipate terminating your subscription, you should plan your Data export process in advance to avoid disruptions to your business operations. ThriveCloud strongly recommends that you request its export policies and fee structure prior to cancellation to ensure a smooth transition.
ThriveCloud reserves the right to retain de-identified and aggregated Data for purposes of improving its Platform, developing analytical tools, and conducting market research. De-identified Data is stripped of all personally identifiable information and any details that could reasonably be used to trace back to a specific patient, practice, or entity.
ThriveCloud will not disclose your identifiable patient Data to third parties unless required to do so by law, regulation, or court order. In the event of such a disclosure, ThriveCloud will provide you with written notice unless prohibited by law.
You agree to use ThriveCloud solely for lawful purposes within the scope of your dental practice’s operations. The Platform must not be used to:
Misuse of the Platform may result in suspension, termination of access, or legal action.
ThriveCloud and all associated intellectual property—including but not limited to software, designs, logos, and documentation—remain the exclusive property of ThriveCloud or its licensors. By using the Platform, you acknowledge that no ownership rights are transferred to you.
You are prohibited from reproducing, modifying, or distributing any component of the Platform without prior written authorization.
You may cancel your subscription only in writing with at least thirty (30) days advance notice to the ThriveCloud billing team. Cancellation will take effect at the end of your current billing cycle. No refunds will be provided for unused portions of the cycle.
ThriveCloud reserves the right to suspend or terminate your access immediately if you fail to comply with these Terms or fail to remit payment.
Data export services may be requested within thirty (30) days of termination. Applicable fees must be paid before data retrieval. After this period, all data will be permanently deleted.
ThriveCloud employs measures to safeguard your data. However, no system is completely secure. By using ThriveCloud, you acknowledge that risks of unauthorized access or data breaches exist.
You are responsible for implementing appropriate security measures to protect access to the Platform and ensuring compliance with all applicable data protection laws, including HIPAA.
To the fullest extent permitted by law, ThriveCloud and its officers, directors, employees, affiliates, licensors, suppliers, and agents disclaim all liability for any direct, indirect, incidental, consequential, exemplary, special, or punitive damages that may arise from your use of, or inability to use, the Platform. This includes, but is not limited to, damages resulting from:
You acknowledge that the Platform is provided “as is” and “as available,” and you assume full responsibility for any risks associated with its use. ThriveCloud does not guarantee the Platform will meet your specific needs or be free of defects, errors, viruses, or interruptions. ThriveCloud disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.
Under no circumstances shall ThriveCloud’s total liability for any claims related to your use of the Platform exceed the total subscription fees paid by you in the three (3) months immediately preceding the incident that gave rise to the claim. This limitation of liability applies regardless of the cause of action, whether based on contract, tort, negligence, strict liability, or any other legal or equitable theory.
If applicable law does not allow the exclusion or limitation of certain damages, some or all of these exclusions and limitations may not apply to you, and you may have additional rights under such laws. However, ThriveCloud’s liability shall, in all circumstances, be limited to the fullest extent permitted by applicable law.
By agreeing to these Terms, you expressly agree to indemnify, defend, and hold harmless ThriveCloud and its officers, directors, employees, affiliates, licensors, suppliers, agents, and successors from and against any and all claims, liabilities, damages, losses, expenses, or costs (including reasonable attorneys’ fees) arising out of or in connection with the following:
You agree to cooperate fully with ThriveCloud in the defense of any claim. ThriveCloud reserves the right to assume exclusive defense and control of any matter subject to indemnification under these Terms, and you agree not to settle any such claim without ThriveCloud’s prior written consent.
In the event of a claim, you will promptly notify ThriveCloud in writing and provide all relevant information and cooperation necessary for an effective defense. Failure to provide timely notice may limit or void your obligation to indemnify ThriveCloud to the extent that such delay materially prejudices ThriveCloud’s ability to defend the claim.
This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Platform.
These Terms and any disputes arising from or related to the use of ThriveCloud are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree that all claims or disputes arising out of or relating to these Terms or your use of ThriveCloud will be resolved in accordance with the provisions outlined below.
In the event of a dispute, controversy, or claim arising out of or relating to these Terms, your use of ThriveCloud, or any associated services, the parties agree to engage in good-faith negotiations to resolve the dispute amicably before pursuing formal legal proceedings. Either party may initiate this process by providing written notice to the other party, detailing the nature of the dispute and the desired resolution.
Both parties shall make reasonable efforts to resolve the matter within thirty (30) calendar days from the date of the notice. If the dispute cannot be resolved within this timeframe, the parties agree to proceed with binding arbitration as outlined below.
Any unresolved disputes shall be exclusively and finally resolved through binding arbitration conducted under the rules of the American Arbitration Association (AAA). The arbitration will be conducted by a single arbitrator who is neutral, independent, and mutually agreed upon by the parties. If the parties cannot agree on an arbitrator, the AAA will appoint one in accordance with its rules.
Arbitration Details:
The costs of the arbitration, including administrative fees and arbitrator compensation, shall be borne equally by both parties unless otherwise determined by the arbitrator. Each party shall bear its own legal fees and expenses unless the arbitrator awards legal fees to the prevailing party in accordance with applicable law.
Notwithstanding the above, either party retains the right to seek injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent or address unauthorized access to or misuse of intellectual property, confidential information, or data. Such actions will not be deemed a waiver of the obligation to resolve other disputes through arbitration as outlined herein.
You agree that any claim or cause of action arising out of or related to the use of ThriveCloud must be filed within one (1) year after such claim or cause of action arose. Claims filed beyond this timeframe are permanently barred, regardless of any statutory limitations to the contrary.
If any provision of these Terms is found to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law. The invalid, illegal, or unenforceable provision shall be replaced with a provision that most closely reflects the original intent and purpose while remaining legally enforceable.
No waiver of any provision or breach of these Terms by either party shall be deemed a waiver of any other provision or breach. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights under these Terms. Any waiver must be expressly made in writing and signed by the waiving party.
ThriveCloud shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, labor disputes, government actions, war, terrorism, equipment or utility failures, cyberattacks, or other unforeseen events. In such cases, ThriveCloud shall make reasonable efforts to resume services as soon as practicable.
You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of ThriveCloud. ThriveCloud reserves the right to assign or transfer its rights and obligations under these Terms without restriction. Any attempted assignment in violation of this provision shall be null and void.
All notices required or permitted under these Terms must be in writing and delivered to the parties at the contact information provided during registration or as updated by written notice. Notices shall be deemed delivered:
Nothing in these Terms shall create a partnership, joint venture, agency, or fiduciary relationship between you and ThriveCloud. Neither party has the authority to bind or act on behalf of the other unless expressly authorized in writing.
Any provisions of these Terms that, by their nature, are intended to survive termination or expiration, including but not limited to Sections on indemnification, limitation of liability, data access, governing law, and dispute resolution, shall remain in effect indefinitely.
Headings in these Terms are provided for convenience and do not affect the interpretation of the provisions. References to “including” or “includes” mean “including but not limited to.” Ambiguities or uncertainties in the interpretation of these Terms shall not be construed against the drafter.
ThriveCloud reserves the right to update, amend, or modify these Terms at any time, at its sole discretion, without prior notice to you. Any updates or changes to these Terms will become effective immediately upon being posted to the ThriveCloud website or within the Platform. The “Last Updated” date at the top of these Terms will be revised to reflect the effective date of the changes.
By continuing to access or use ThriveCloud after changes to these Terms are made, you acknowledge and agree to be bound by the updated Terms. It is your responsibility to review these Terms periodically to stay informed of any modifications.
ThriveCloud encourages you to check the “Last Updated” date regularly to determine if updates have been made since your last review. If you do not agree to the updated Terms, you must immediately cease using ThriveCloud and terminate your subscription in accordance with the termination provisions outlined in these Terms.
Your continued use of ThriveCloud following the effective date of any updates constitutes your acceptance of the revised Terms, regardless of whether you have reviewed them. ThriveCloud is not responsible for notifying users individually of changes to these Terms.
This policy ensures that the Terms remain current and adaptable to evolving business practices, legal requirements, or technological advancements.
