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Legal

Terms of Service

Effective 2026-07-13

These Terms of Service ("Terms") are a binding contract between you (and any practice, entity, or person you represent) and Dentist Owners LLC, an Oregon limited liability company ("Dentist Owners," "we," "us," or "our"), governing your access to and use of the Dentist Owners onboarding and deal-room platform, the deal room, and related websites including dentistowners.com (together, the "Platform"). By clicking "I agree," creating an account, signing a document, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the Privacy Policy, Disclaimer, and E-Sign Consent, each incorporated by reference. If you do not agree, do not access or use the Platform.

1. What the Platform is — and is not

The Platform is software-as-a-service that lets dental practice owners apply to affiliate with a doctor-owned group, complete a diligence profile, and securely exchange business documents with the group's review team under a signed confidentiality agreement (the "NDA"). The Platform is a neutral technology tool. It is not a party to, and does not negotiate, endorse, value, or guarantee, any transaction between users. The terms that govern any affiliation or investment are the separate definitive agreements you sign in the deal room (for example, the NDA, a participation or contribution agreement, a letter of intent, a purchase or contribution-and-purchase agreement, and a subscription and accredited-investor agreement) — not this page. Clinical care is delivered solely by licensed dentists through professional entities; nothing on the Platform is, or authorizes, the practice of dentistry by any non-licensed person or entity.

2. Not a broker-dealer; no offer of securities; no advice (IMPORTANT)

Because equity-rollover interests and similar investment materials may be exchanged through the deal room, you acknowledge and agree that:

  • Dentist Owners is not a broker-dealer, investment adviser, funding portal, or exchange, is not registered as any of the foregoing with the U.S. Securities and Exchange Commission, FINRA, or any state authority, and does not act as an intermediary, placement agent, or finder for any securities transaction.
  • Dentist Owners does not provide investment, legal, tax, accounting, valuation, or financial advice, and no content on the Platform is a recommendation to enter into, or to refrain from, any transaction.
  • Nothing on the Platform is an offer to sell, or the solicitation of an offer to buy, any security. Any offer of an equity, membership, or ownership interest will be made only through separate definitive agreements and offering materials (including any private placement memorandum and the separate Subscription & Accredited-Investor Agreement), only to eligible persons, in reliance on exemptions from registration (for example, Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder), and only in jurisdictions where lawful. Any such interests are expected to be restricted, illiquid securities with no public market. No federal or state agency has reviewed, approved, or passed on the merits of any interest described on or exchanged through the Platform, or the adequacy of any disclosure.
  • The Platform itself does not independently verify, and Dentist Owners makes no representation through the Platform as to, the accredited-investor status of any user or the accuracy, completeness, or reliability of any financial, clinical, valuation, licensure, or other information any user uploads or transmits. Where an offering is conducted in a manner that requires verification of accredited-investor status (for example, an offering relying on Rule 506(c)), that verification and any related eligibility determination are performed only under, and governed by, the separate Subscription & Accredited-Investor Agreement and related offering materials — not this page. Each participant must rely on its own counsel and advisors and conduct its own investigation.

Nothing in this Section, and no acknowledgment, non-reliance statement, or "as is" provision anywhere in these Terms, waives, limits, or is intended to waive or limit any right or remedy that cannot be waived as a matter of law, including any liability under the federal securities antifraud provisions (for example, Section 17 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder) or comparable state law. Each disclaimer and non-reliance statement in these Terms applies only to the extent enforceable under applicable law.

3. Electronic transactions and communications consent

You consent to transact business and receive records and communications from us electronically. This consent is given under the federal Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. Section 7001 et seq.) and the Oregon Uniform Electronic Transactions Act (Oregon UETA, ORS 84.001 et seq.). You agree that electronic signatures, contracts, notices, disclosures, and other records satisfy any legal requirement that such communications be in writing, and that we may deliver all communications — including these Terms, amendments, legal notices, and transaction records — to the email associated with your account or by posting within the Platform. Additional, transaction-specific consent terms (including your right to a paper copy, any applicable fee, hardware and software requirements, the "reasonably demonstrates access" capture, intent-to-sign and attribution mechanics, and the procedure to withdraw consent) are set out in the separately-assented E-Sign Consent, which is a distinct consent gate and controls for records signed in the deal room. If there is a conflict between this Section and the E-Sign Consent as to deal-room records, the E-Sign Consent controls. You agree to keep your contact information current.

4. Eligibility and authority

You must be at least 18 years old and have full authority to enter into these Terms on behalf of yourself and any practice or entity you represent. The Platform is intended solely for licensed dental professionals, prospective sellers or rollover participants, and their authorized advisors. You represent that you are not barred from using the Platform under any applicable law, and that neither you nor any entity you represent is a person or entity with whom transactions are prohibited under U.S. economic sanctions (see Section 15).

5. Accounts, security, and your users

You are responsible for all activity under your account. You must: enable and maintain two-factor authentication; keep your credentials and authentication device confidential; not share credentials or allow access-control circumvention; and notify us promptly at info@dentistowners.com of any unauthorized use or suspected compromise. You are responsible for ensuring that anyone you invite (co-owners, accountants, attorneys, lenders, or other advisors) is authorized to access what you share and is bound to confidentiality obligations at least as protective as those in the applicable NDA; their acts and omissions on the Platform are your responsibility.

6. License to use the Platform

Subject to these Terms and your payment of any applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your internal business purposes in evaluating or effecting an affiliation. We reserve all rights not expressly granted. This is a license to use a hosted service; no copy of the software is sold or delivered to you.

7. Acceptable use

You agree to upload business records only — never patient records, dental or medical records, or other protected health information (PHI), except as expressly permitted under a separately executed NDA and, where required, a business associate agreement, and then only as a de-identified or limited data set and only at the diligence stage the parties have agreed. You will not, and will not permit any person to:

  • access, or attempt to access, any account, practice, or data that is not yours;
  • probe, scan, penetration-test, or otherwise test the vulnerability of the Platform, or breach or circumvent any authentication, access-control, rate-limiting, or security measure, without our prior written authorization;
  • reverse engineer, decompile, disassemble, or attempt to derive source code, or copy, frame, mirror, or create derivative works of the Platform;
  • scrape, crawl, harvest, or use bots or automated means to access or extract data, or use the Platform to build a competing product;
  • share, resell, or sublicense access, or exceed the scope of your authorized use;
  • upload malware or any code intended to disrupt, disable, or impair the Platform, or interfere with any other user's use; or
  • use the Platform to violate any law, regulation, or third-party right, or to misrepresent your identity, affiliation, or authority.

We may investigate and take appropriate action, including suspending or terminating access and cooperating with law enforcement, for any suspected violation.

8. Your data; ownership and limited licenses

As between you and us, you retain all right, title, and interest in the documents and information you upload ("Customer Data"). You grant us a limited, worldwide, royalty-free license to host, store, encrypt, transmit, back up, and process Customer Data solely to provide, secure, and support the Platform and as directed by you. Separately, you grant us a limited license to use de-identified and aggregated data derived from Platform usage to operate, secure, benchmark, and improve the Platform, provided that: (a) such data does not identify you, any user, or any patient; (b) we will not attempt to re-identify it; and (c) we will not sell it or license it to third parties for their independent marketing purposes. This is expressly not a broad, perpetual, any-purpose grant. Our processing of any personal information is governed by the Privacy Policy and, where applicable, a Data Processing Addendum (see Section 10).

9. Documents and electronic signatures

Confidentiality, participation, subscription, and other agreements executed on the Platform are real, binding agreements between you and the applicable party, recorded with a tamper-evident electronic-signature audit trail and completion certificate. The signing process, intent-to-sign mechanics, attribution, and evidentiary record are governed by the E-Sign Consent. You agree that the audit trail and completion certificate may be used as evidence of the existence, content, and execution of a signed record. These Terms do not amend, and do not control the interpretation of, any agreement signed in the deal room, each of which is governed by its own terms.

10. Security program; data protection; subprocessors

We maintain an information-security program with administrative, technical, and physical safeguards designed to protect Customer Data, including: encryption in transit (TLS 1.2 or higher) and at rest (AES-256), multi-factor authentication, role-based access controls (RBAC), least-privilege access, network controls, logging and immutable audit trails, and periodic review. Our controls are aligned with / modeled on recognized industry frameworks such as SOC 2 and ISO/IEC 27001; unless a current certificate is expressly identified in a signed writing, this statement is a description of our practices and not a representation or warranty that we hold, or are certified under, any specific framework.

Where we process personal data on your behalf, a Data Processing Addendum ("DPA") applies and is incorporated by reference; for transfers of EU/UK/Swiss personal data, the applicable Standard Contractual Clauses apply. We maintain a current list of subprocessors and will give notice of any intended addition; you may object on reasonable data-protection grounds within ten (10) business days of notice.

11. Breach notification

If we confirm a breach of security leading to the unauthorized acquisition, access, use, or disclosure of Customer Data in our possession, we will notify you without undue delay, and in any event within seventy-two (72) hours after we confirm the breach, and will provide information reasonably available to us about the nature of the incident and the measures taken. This seventy-two (72) hour period is a contractual commitment; it does not itself determine, expand, or limit any party's obligations or timelines under applicable breach-notification law, which may be shorter or longer.

12. Fees, taxes, and renewal

Fees, if any, for your use of the Platform are as stated in the applicable order, subscription, or quote you accept. Unless stated otherwise: fees are quoted and payable in U.S. dollars; fees are non-refundable except as expressly provided; you are responsible for all taxes other than taxes on our net income; and any subscription renews automatically for successive terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. Overdue amounts may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum permitted by law. Where access to the Platform is provided at no charge, "fees" for purposes of Section 14 means the amounts (if any) actually paid by you in the trailing twelve (12) months.

13. Warranty disclaimer; availability

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA WILL BE ACCURATE OR PRESERVED WITHOUT LOSS. ANY AVAILABILITY, UPTIME, OR PERFORMANCE FIGURE USED IN MARKETING IS AN ASPIRATION AND NOT A WARRANTY OR SERVICE-LEVEL COMMITMENT UNLESS SET OUT IN A SIGNED SERVICE-LEVEL AGREEMENT. NOTHING ON THE PLATFORM IS LEGAL, TAX, ACCOUNTING, VALUATION, OR INVESTMENT ADVICE. See the Disclaimer. NOTHING IN THIS SECTION LIMITS ANY LIABILITY OR RIGHT THAT CANNOT BE LIMITED OR DISCLAIMED UNDER APPLICABLE LAW, INCLUDING UNDER THE FEDERAL SECURITIES ANTIFRAUD PROVISIONS.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID US FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

The foregoing exclusions and cap do not apply to ("Excluded Claims"): (i) your breach of Section 7 (Acceptable Use) or Section 8 (data-license restrictions); (ii) either party's breach of confidentiality obligations; (iii) your indemnification obligations under Section 16; (iv) your payment obligations; (v) either party's breach of Section 15 (export and sanctions); and (vi) liability arising from a party's gross negligence, willful misconduct, or fraud, or any liability that cannot be limited under applicable law (including under the federal or state securities antifraud provisions). Some jurisdictions do not allow certain exclusions or limitations; to the extent prohibited, they apply only to the fullest extent permitted.

15. Export controls and economic sanctions

You represent and warrant that you and any entity or person you represent are not: (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions; or (b) identified on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons (SDN) List or the Denied Persons, Entity, or Unverified Lists. You will not access, use, or export the Platform or any data in violation of U.S. export-control or sanctions laws, including the Export Administration Regulations, or permit any "deemed export" to a restricted party. Because this is a securities deal room, we may screen participants and restrict or block access accordingly. Any breach of this Section is a material breach permitting immediate suspension or termination.

16. Indemnification

You will defend, indemnify, and hold harmless Dentist Owners and its affiliates, and their respective officers, members, employees, and agents, from and against any third-party claims, and any resulting losses, liabilities, damages, costs, and reasonable attorneys' fees, arising out of or relating to: (a) your use of the Platform; (b) Customer Data or any content you upload or transmit; (c) your breach of these Terms or violation of any law or third-party right (including intellectual-property, privacy, securities, or health-information laws); or (d) your breach of Section 15. We will promptly notify you of the claim, give you control of the defense (subject to our right to participate with our own counsel), and cooperate reasonably; you may not settle any claim in a way that imposes liability, an admission, or a non-monetary obligation on us without our prior written consent. Our failure to notify promptly relieves you of your obligations only to the extent you are actually and materially prejudiced.

17. Intellectual property

The Platform, including its software, design, user interfaces, and content (excluding Customer Data), is owned by us or our licensors and is protected by intellectual-property and other laws. Except for the limited license in Section 6, no rights are granted to you. "Dentist Owners" and related names and logos are our marks; you may not use them without our prior written consent. Feedback you provide may be used by us without restriction or obligation.

18. Copyright; DMCA notice-and-takedown

We respect intellectual-property rights and respond to notices of alleged copyright infringement regarding user-uploaded materials under the Digital Millennium Copyright Act (DMCA), 17 U.S.C. Section 512. If you believe content on the Platform infringes your copyright, send a written notice with the elements required by Section 512(c)(3) to our designated agent at info@dentistowners.com (subject line "DMCA Notice"). We may remove or disable access to allegedly infringing material and, in appropriate circumstances, terminate repeat infringers. A counter-notice procedure is available to affected users.

19. Third-party links and integrations

The Platform and dentistowners.com may link to, or integrate with, third-party businesses, websites, and services (for example, other companies in the Dentist Owners network, e-signature, payment, communications, or hosting providers). We are not responsible for third-party content, products, security, or practices, and provide any such integration "as is." Your use of a third-party service is governed by that party's terms, and we disclaim liability arising from it to the extent permitted by law.

20. Dispute resolution; arbitration; class-action waiver

Please read this Section carefully; it affects how disputes are resolved.

  • Informal resolution. Before starting a formal proceeding, the parties will try in good faith to resolve any dispute by sending a written notice to info@dentistowners.com and negotiating for at least thirty (30) days.
  • Binding arbitration. To the extent enforceable under applicable law, any dispute arising out of or relating to the Platform or these Terms that is not resolved informally will be finally resolved by binding arbitration administered by a recognized arbitration provider under its commercial rules, seated in Oregon, before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
  • Class-action waiver. To the extent enforceable under applicable law, the parties waive any right to bring or participate in a class, collective, consolidated, or representative action, and the arbitrator may not consolidate claims or preside over any class or representative proceeding. If this waiver is held unenforceable as to any claim, that claim (and only that claim) will proceed in court under Section 21.
  • Opt-out. You may opt out of this arbitration and class-waiver Section by sending written notice to info@dentistowners.com within thirty (30) days of first accepting these Terms; opting out does not affect any other provision.
  • Carve-outs. Either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its confidential information or intellectual property, and either party may bring an individual claim in small-claims court.

Nothing in this Section waives, and nothing in these Terms is intended to waive, any right or remedy that cannot be waived as a matter of law, including any non-waivable right under the federal or state securities laws. To the extent applicable law makes any claim non-arbitrable or renders this Section unenforceable as to that claim, that claim will proceed in court under Section 21.

21. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Platform are governed by the laws of the State of Oregon, without regard to its conflict-of-laws rules. Subject to Section 20 (Arbitration), the exclusive venue for any permitted court proceeding is the state and federal courts located in Oregon, and you consent to the personal jurisdiction of those courts and waive any objection to venue or inconvenient forum. This choice of law and venue does not deprive you of the protection of any mandatory, non-waivable provision of the law of your jurisdiction, and does not govern the internal affairs of any issuer or the terms of any security, which are governed by their own agreements and applicable law.

22. Suspension and termination

We may suspend or terminate your access, in whole or in part, at any time: for a violation of these Terms; to protect the Platform, its users, or third parties; or as required by law. You may stop using the Platform at any time. On termination, your license under Section 6 ends and you must cease using the Platform; we may delete or retain Customer Data as described in the Privacy Policy and any DPA, subject to legal-hold and backup-retention exceptions. Termination does not unwind any agreement already signed in the deal room, which is governed by its own terms. Sections that by their nature should survive — including Sections 2, 3, 7, 8, 9, 12 (as to amounts accrued before termination), 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 24, and 25 — survive termination.

23. General

  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (for example, acts of God, war, terrorism, labor disputes, internet or utility failures, or governmental action), other than payment obligations.
  • Assignment. You may not assign or transfer these Terms without our prior written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.
  • Entire agreement; order of precedence. These Terms, together with the documents incorporated by reference and any order or agreement you accept, are the entire agreement regarding the Platform and supersede prior understandings. If there is a conflict, a signed definitive agreement controls over these Terms as to its subject matter, and the E-Sign Consent controls over these Terms as to the mechanics and evidentiary record of records signed in the deal room.
  • Severability; reformation. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions remain in effect.
  • No waiver. A failure or delay in enforcing any provision is not a waiver.
  • Relationship. The parties are independent contractors; these Terms create no partnership, agency, joint venture, or fiduciary relationship.
  • Notices. Legal notices to us must be sent to info@dentistowners.com; notices to you may be sent to your account email or posted within the Platform.
  • Acceptance. You accept these Terms by clicking "I agree," creating an account, signing a document, or using the Platform.

24. Changes to these Terms

We may update these Terms. Material changes take effect when we post the updated Terms with a new effective date and, where appropriate, provide additional notice. Your continued use after the effective date means you accept the updated Terms; if you do not agree, stop using the Platform. Changes do not apply retroactively to any dispute of which we have received notice before the change, or to the terms of any agreement already signed in the deal room.

25. Contact

Questions about these Terms, or to send a legal notice, opt-out, DMCA notice, or security report: info@dentistowners.com.