DENTIMATCH TERMS AND CONDITIONS

1. INTRODUCTION

Welcome to DentiMatch, an online platform connecting dental professionals with dental offices (the "Platform"). These Terms of Use ("Terms") govern your access to and use of the Platform and constitute a legally binding agreement between you ("User" or "you") and DentiMatch Inc. ("DentiMatch," "we," "us," or "our"). By accessing or using the Platform, you agree to comply with and be bound by these Terms. If you do not agree, do not use the Platform.

2. DEFINITIONS AND INTERPRETATION

2.1 Defined Terms

For the purposes of these Terms:

• "Candidate" refers to a dental professional seeking temporary or permanent work through the Platform.
• "Client" refers to a dental office or other entity seeking to hire Candidates through the Platform.
• "Subscription Plan" means a paid plan offering various levels of access and services on the Platform.
• "User Content" refers to any content submitted, posted, or displayed by Users on the Platform.
• "Applicable Law" means all laws, statutes, regulations, and governmental requirements applicable to these Terms and the use of the Platform.

2.2 Interpretation Rules

• References to a "person" include individuals, partnerships, corporations, and other legal entities.
• Headings are for convenience only and shall not affect the interpretation of these Terms.
• References to "including" or "such as" shall be deemed to be followed by "without limitation."

3. PLATFORM ACCESS AND REGISTRATION

3.1 Eligibility Requirements

To use the Platform, you must:

• Be at least 18 years of age and legally capable of entering into binding agreements
• Ensure that your use of the Platform does not violate any applicable laws or regulations
• Provide accurate, current, and complete registration information and update it as needed to maintain its accuracy
• Not have been previously banned or restricted from using the Platform due to violations of these Terms or any applicable laws

3.2 Account Creation

Users must create an account to access certain features of the Platform. When creating an account, you agree to:

• Provide truthful, current, and complete information as requested during registration
• Maintain and update your information to ensure it remains accurate and up to date
• Refrain from creating multiple accounts or impersonating another individual or entity
• Ensure that all interactions on the Platform are conducted in good faith and in compliance with these Terms

3.3 Account Security

You are responsible for safeguarding your account credentials and for any activity occurring under your account. You agree to:

• Use a strong, unique password and keep it confidential
• Regularly update your password and review account security settings
• Notify DentiMatch immediately if you suspect unauthorized access or security breaches
• Refrain from sharing your login credentials with any third party or allowing others to access your account

3.4 Account Termination

DentiMatch reserves the right to suspend or terminate your account at its sole discretion if:

• You violate these Terms, engage in fraudulent or unlawful activities, or disrupt the Platform's operations
• Your account remains inactive for an extended period, subject to our inactivity policy
• You engage in misconduct that negatively affects other Users, including Clients and Candidates

4. MATCHING AND BOOKING PROCESS

4.1 Job Postings

Clients may post job opportunities through the Platform, specifying details such as job type, schedule, and compensation. All job postings must comply with applicable laws and professional standards.

4.2 AI Matching System

DentiMatch utilizes an AI-driven matching system to recommend Candidates for job postings. The system analyzes skills, availability, and other criteria to facilitate the best matches between Clients and Candidates.

4.3 Booking Procedures

Clients may review and book Candidates directly through the Platform. Once a booking is confirmed, both parties are expected to honor the agreement unless a valid cancellation reason is provided.

5. Client Cancellations (Dental Offices)

5.1 General Cancellation Guidelines

Clients are expected to honor all confirmed shift bookings. If a cancellation is unavoidable, Clients must notify both DentiMatch and the scheduled Candidate as soon as possible to minimize disruptions.

5.2 Cancellation Notice Requirements

• 24+ Hours Notice (For shifts booked at least 24 hours in advance):
  • Cancellations made at least 24 hours before the shift will not incur penalties.
• Less Than 24 Hours Notice:
  • Cancellations within 24 hours of the shift require the Client to compensate the Candidate 60% of the agreed shift pay.
  • Repeated last-minute cancellations may result in restricted platform access.
• Same-Day Bookings:
  • For shifts booked on the same day, Clients must provide at least 2 hours' notice for any cancellations or modifications.
  • No-shows will be treated as policy violations.

5.3 Limitation of Liability

• DentiMatch acts solely as a platform connecting Clients with Candidates and does not guarantee shift fulfillment.
• DentiMatch is not responsible for any losses resulting from cancellations by Clients or Candidates.
• DentiMatch does not compensate Clients for cancellations or unfulfilled shifts.
• Clients are responsible for ensuring adequate staffing and contingency plans.

5.4 Candidate Cancellations

Candidates are expected to fulfill all confirmed shifts. Once a shift is confirmed, cancellations are strictly prohibited except in emergency situations.

• Emergency Cancellations: Candidates must provide documented proof and notify DentiMatch as far in advance as possible. Any Candidate canceling more than once may face permanent suspension from the Platform.
• Last-Minute Cancellations: Candidates who cancel within 24 hours will be immediately blocked. Candidates seeking status reconsideration after suspension must pay a $99 reinstatement review fee.
• Zero Tolerance for No-Shows: Any Candidate who fails to appear for a confirmed shift without prior notice will be permanently removed from the Platform with no option for reinstatement.

6. PRIVACY AND DATA PROTECTION

Users must refer to the DentiMatch Privacy Policy for details on data collection, usage, and protection in compliance with PHIPA and other applicable privacy laws.

7. LIABILITY AND INSURANCE

7.1 Platform Liability

DentiMatch acts as a facilitator and does not employ Candidates or guarantee work placements. The Platform serves as a connection point between Clients and Candidates, and DentiMatch is not responsible for any disputes, missed shifts, employment-related conflicts, or claims arising from the use of the Platform.

7.2 Insurance Requirements

Clients and Candidates are responsible for maintaining appropriate insurance coverage as required by law. Clients must ensure they have liability insurance that covers temporary or contracted workers. Candidates must maintain professional liability insurance where applicable to their jurisdiction and role.

7.3 Limitation of Liability

DentiMatch provides a platform that facilitates connections between Clients and Candidates but does not guarantee shift fulfillment, employment outcomes, or the quality of services rendered. To the maximum extent permitted by law, DentiMatch, its affiliates, officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages.

7.4 Indemnification

Users agree to indemnify, defend, and hold harmless DentiMatch, its officers, directors, employees, agents, and affiliates from any claims, liabilities, damages, losses, and expenses, including legal fees, arising from their use of the Platform.

8. Dispute Resolution

DentiMatch encourages Users to resolve disputes directly before seeking external intervention. If a resolution cannot be reached, Users may request mediation facilitated by DentiMatch, though DentiMatch does not assume responsibility for final dispute outcomes.

9. PLATFORM USAGE

9.1 Acceptable Use

Users must use the Platform in a lawful, ethical, and responsible manner. This includes:

• Accurately representing personal and professional details in all interactions
• Using the Platform for its intended purpose of facilitating dental staffing solutions
• Respecting all applicable laws, industry regulations, and these Terms

9.2 Prohibited Activities

Users must not:

• Engage in fraudulent, misleading, or deceptive conduct
• Use the Platform for any unlawful purposes, including discrimination or harassment
• Attempt to interfere with, disrupt, or exploit the Platform's functionality
• Post or distribute unauthorized advertisements, spam, or unsolicited messages
• Share or distribute another User's personal or confidential information without consent

9.3 Communication Guidelines

DentiMatch encourages professional, respectful, and constructive communication among Users. To maintain a positive community:

• Use polite and professional language in all messages and discussions
• Avoid personal attacks, harassment, or inflammatory remarks
• Address any concerns directly with DentiMatch support rather than engaging in disputes on the Platform

9.4 Content Standards

User-generated content must adhere to the following standards:

• Must be accurate, truthful, and not misleading
• Cannot contain offensive, discriminatory, or defamatory language
• Must respect third-party intellectual property rights
• Cannot promote unauthorized services or competing platforms

10. INTELLECTUAL PROPERTY

10.1 Ownership Rights

All Platform content is owned by or licensed to DentiMatch and is protected by copyright laws.

10.2 License to Use

Users are granted a limited, revocable license to access and use the Platform in compliance with these Terms.

10.3 User Content

Users retain ownership of their content but grant DentiMatch a non-exclusive, worldwide, royalty-free license to use, modify, and display content necessary for Platform operations.

10.4 Copyright Protection

Unauthorized use or reproduction of Platform content is strictly prohibited.

11. MODIFICATIONS AND TERMINATION

11.1 Changes to Terms

DentiMatch reserves the right to modify these Terms at any time. Users will be notified of significant changes.

11.2 Service Modifications

We may modify or discontinue Platform services with prior notice where feasible.

11.3 Termination Rights

DentiMatch reserves the right to suspend or terminate a User's account for violations of these Terms. Termination may occur if a User:

• Engages in fraudulent, abusive, or harmful activities
• Violates applicable laws or regulations
• Repeatedly fails to adhere to Platform policies and standards
• Attempts to manipulate or misuse the Platform for personal gain

11.4 Effect of Termination

Upon termination:

• The User's access to the Platform will be immediately revoked
• Any pending obligations, including payments, must still be fulfilled
• DentiMatch reserves the right to retain certain data as required by law or for legitimate business purposes

12. GENERAL PROVISIONS

12.1 Entire Agreement

These Terms constitute the entire agreement between the User and DentiMatch.

12.2 Severability

If any provision is deemed invalid, the remaining provisions remain in full force and effect.

12.3 Force Majeure

DentiMatch shall not be liable for any failure or delay in performance due to unforeseen circumstances beyond its control, including but not limited to natural disasters, strikes, cyberattacks, government actions, or infrastructure failures.

12.4 Contact Information

For questions or concerns regarding our Terms and Conditions, please contact DentiMatch support at support@dentimatch.com