SMILO.AI TERMS AND CONDITIONS OF USE

Please read these Terms and Conditions carefully. They outline your legal rights, remedies, and obligations in relation to your use of the Smilo.ai website, the Smilo.ai Applications, and all associated information services.

By accessing or using the Smilo.ai Applications, you agree to comply with and be bound by these Terms and Conditions.

These Terms and Conditions constitute a legally binding agreement between you (the User) and Oral Tech AI Pty Ltd (ACN 638 265 648) as the owner of the Smilo.ai Applications.

---

PART 1: DEFINITIONS AND INTERPRETATION

1. Definitions

In these Terms and Conditions, the following definitions apply:

• Adult has the meaning given to that term in clause 3.1.
• Business Day means Monday to Friday, excluding official public holidays in Brisbane, Queensland.
• Business Hours means 9:00 AM to 5:00 PM on a Business Day.
• The Court includes any tribunal established under statute.
• Dispute has the meaning given to that term in clause 23.1.
• Dispute Notice has the meaning given to that term in clause 23.1.
• GST has the same meaning as in the GST Act.
• GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended.
• GST Amount has the meaning given to that term in clause 11.1(a).
• Intellectual Property Rights means all intellectual property rights, including but not limited to:
  • Patents, copyright, designs, and trademarks (whether registered or not).
  • Any right to have Confidential Information kept confidential.
  • All other existing or future intellectual property rights in materials, works, or any Smilo.ai Applications.
  • Any right to apply for the registration of any of these rights.
• Licence Agreement means any separate agreement entered into by you to govern your use of the Smilo.ai Applications, including but not limited to any agreement provided through the Apple App Store or Google Play Store.
• Minor has the meaning given to that term in clause 3.1.
• Notification Email Address means the email address used to register for a Smilo Account or otherwise sign up to use the Smilo Applications. It is the User’s responsibility to keep this address valid and current.
• Privacy Policy means the Smilo.ai Privacy Policy.
• Registered Health Professional means a person who holds registration in a health profession with the Australian Health Practitioner Regulation Agency (AHPRA), or an equivalent authorized licensing body in the User’s state or territory of residence.
• Smilo.ai means Oral Tech AI Pty Ltd (ACN 638 265 648), its associated entities, related bodies corporate, associates, and affiliates.
• Smilo.ai Account has the meaning given to that term in clause 5.1.
• Smilo.ai Website means www.smilo.ai.
• Supply has the same meaning as in the GST Act.
• System means a single device owned and controlled by the User.
• Tax Invoice has the same meaning as in the GST Act.
• Terms and Conditions means these Smilo.ai Terms and Conditions of Use.
• The Indemnified has the meaning given to that term in clause 10.10.
• Third Party Services has the meaning given to that term in clause 10.3.
• Upgraded Version means an enhancement, improvement, or modification to the Smilo.ai Applications.
• Us, We, and Our mean Smilo.ai.
• User means any person who, subject to these Terms and Conditions, accesses or downloads the Smilo.ai Applications.
• User Review has the meaning given to that term in clause 6.1.
• User Rating has the meaning given to that term in clause 6.1.
• User Updates has the meaning given to that term in clause 7.1.

2. Interpretation

Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise:

1. The singular includes the plural, and the converse also applies. A gender includes all genders.
2. If a word or phrase is defined, its other grammatical forms have a corresponding meaning.
3. A reference to a person includes a corporation, trust, partnership, unincorporated body, or other entity, whether or not it comprises a separate legal entity.
4. A reference to a clause, schedule, or annexure is a reference to a clause of, or schedule or annexure to, these Terms and Conditions.
5. A reference to an agreement or document is to the agreement or document as amended, supplemented, novated, or replaced.
6. A reference to writing includes emails and any other means of reproducing words, figures, drawings, or symbols in a visible and tangible form.
7. A reference to a party includes the party’s successors, permitted substitutes, and permitted assigns.
8. A reference to legislation or to a provision of legislation includes any modification or re-enactment of it.
9. A reference to conduct includes an omission, statement, or undertaking, whether or not in writing.
10. A reference to dollars and “$” is to Australian currency (AUD).
11. All references to time are to Brisbane, Queensland time.
12. Mentioning anything after “includes”, “including”, “for example”, or similar expressions does not limit what else might be included.
13. Nothing in these Terms and Conditions is to be interpreted against a party solely on the ground that the party put forward these Terms and Conditions.
14. If anything is required to be done on or by a day that is not a Business Day, it may be done instead on the next Business Day.

---

PART 2: BACKGROUND

1. Smilo.ai hosts the Smilo.ai Applications.
2. The Smilo.ai Applications provide oral health awareness through the provision of information and the ability for users to upload images of their teeth, gums, and other oral structures.
3. The Smilo.ai Applications may use artificial intelligence and machine learning to assess user images and provide general guidance on seeking the services of a Dentist or other Registered Health Professional.
4. You wish to use the Smilo.ai Applications.
5. Smilo.ai allows you to use the Smilo.ai Applications subject to these Terms and Conditions and any associated Licence Agreement.

---

PART 3: TERMS AND CONDITIONS

3. Use of Smilo.ai Applications

3.1 Age Requirements
The User must be at least 18 years of age, or the legal age required to enter into binding contracts in their country of use (“Adults”), to access and use the Smilo.ai Applications. By accessing or using the Smilo.ai Applications, the User represents and warrants that they are an Adult. Alternatively, for Users who are under 18 years of age (“Minors”), a parent or legal guardian must read these Terms and Conditions and consent to them on behalf of the Minor User. The consenting parent or legal guardian will be bound by these Terms and Conditions and must supervise the Minor User’s use of the Smilo.ai Applications.

3.2 License Grant
Subject to these Terms and Conditions, Smilo.ai grants to the User a non-exclusive, non-transferable, revocable licence to use the Smilo.ai Applications on a single System.

3.3 Single Device Limitation
The Smilo.ai Applications must only be used on one device at a time on the System.

3.4 Personal Use Only
The Smilo.ai Applications must only be used for personal, non-commercial use. They may not be used for any commercial, profit-making, or revenue-generating activities unless expressly agreed to by us in writing.

3.5 Network Restrictions
Installation of the Smilo.ai Applications on a server, or for use over an internal or external network by multiple devices, is strictly prohibited. Commercial hosting is also expressly prohibited.

3.6 Legal Compliance
The User is solely responsible for compliance with any and all laws, rules, regulations, and taxation obligations that apply to their use of the Smilo.ai Applications.

3.7 Copyright Protection
Copyright in all content contained on the Smilo.ai Applications, including but not limited to text, drawings, photographs, and page layout, is protected by the Copyright Act 1968 (Cth) and international copyright laws. Unless stated otherwise, all content is owned by Smilo.ai or used under licence.

4. User’s Rights and Obligations

4.1 Authorized Access
The User is entitled to use or access the Smilo.ai Applications in accordance with these Terms and Conditions and any associated Licence Agreement.

4.2 Interaction with Dental Practices
If the User’s dental practice is a customer of Smilo.ai, the User may choose to share their Personal Information with their dental practice through the Application. If the dental practice ceases to be a customer of Smilo.ai, the User will be notified and may continue using the Smilo.ai Applications independently.

4.3 Prohibited Activities
In connection with their use of the Smilo.ai Applications, the User must not, and must not assist or enable others to:

• Breach or circumvent any applicable laws, regulations, third-party agreements, or our Terms and Conditions.
• Use the Smilo.ai Applications for commercial purposes without our express written consent, or falsely imply an endorsement or partnership with Smilo.ai.
• Copy, adapt, reproduce, store, modify, distribute, print, upload, display, perform, or publish any part of the Smilo.ai Applications without prior written permission.
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Smilo.ai Applications.
• Access, store, or use personally identifiable information about any other user in a manner inconsistent with our Privacy Policy.
• Use the Smilo.ai Applications to distribute unsolicited commercial messages (spam).
• Engage in discriminatory, harassing, violent, harmful, or abusive behavior against any person.
• Misuse or abuse any features of the Smilo.ai Applications, as determined in our sole discretion.
• Use the Smilo.ai name, logo, or trademark without our express written consent.
• Take any action that damages, disables, overburdens, or impairs the performance of the Smilo.ai Applications.
• Export, re-export, import, or transfer the Smilo.ai Applications except as authorized by the laws of Queensland, Australia.

4.4 Credentials Security
Users must keep their user codes and passwords confidential. They must not allow any other person to access the Smilo.ai Applications using their credentials.

5. Account Registration

5.1 Account Creation
Smilo.ai may require the User to register an account (“Smilo.ai Account”) to access certain features. If registering on behalf of a company or other legal entity, the User warrants that they have the authority to legally bind that entity.

5.2 Information Accuracy
The User must provide accurate, current, and complete information during the registration process and keep their Smilo.ai Account details up to date at all times.

5.3 Account Limitations
The User may not register more than one Smilo.ai Account unless authorized by Smilo.ai. Accounts are non-transferable.

5.4 Credential Security
The User is responsible for maintaining the security of their credentials and must immediately notify Smilo.ai of any actual or suspected unauthorized access to their account.

5.5 Liability for Activities
The User is liable for all activities conducted through their Smilo.ai Account.

6. Ratings and Reviews

6.1 Feedback Submission
Users may upload a review (“User Review”) and submit a star or numerical rating (“User Rating”) about the Smilo.ai Applications.

6.2 Independent Opinions
User Ratings and Reviews reflect the opinions of individual users and do not reflect the opinions or endorsements of Smilo.ai.

6.3 No Verification Warranty
User Ratings and Reviews are not verified for accuracy by Smilo.ai and may be incorrect or misleading.

6.4 Content Standards
All reviews submitted by the User must be accurate and must not contain any offensive, defamatory, or abusive language.

6.5 Prohibited Coercion
Ratings and reviews must not be used to coerce Smilo.ai or any listed health professional into providing refunds, discounts, or special favors.

6.6 Removal of Content
Smilo.ai reserves the right to remove any User Ratings or User Reviews that breach these Terms and Conditions.

6.7 Voluntary Submissions
Any testimonials or materials submitted to Smilo.ai will be treated as non-confidential and non-proprietary. Smilo.ai is free to use this information for commercial or non-commercial purposes without compensation to the sender.

7. Subscriptions and Email Notifications

7.1 Opt-in Updates
As part of our services, the User can choose to receive update emails from Smilo.ai (“User Updates”).

7.2 Consent to Receive
By choosing to receive User Updates, the User consents to Smilo.ai sending automated emails to their nominated email address.

7.3 Opt-out Rights
The User may opt out of receiving User Updates at any time by following the unsubscribe instructions included in the emails or within the Smilo.ai Applications.

8. Updates and New Releases

8.1 No Obligation for Regular Updates
Smilo.ai is not required to provide software updates or new releases except as specified under these Terms and Conditions.

8.2 Upgraded Versions
If the Smilo.ai Applications require upgrades or modifications, Smilo.ai will develop an Upgraded Version and notify the User.

8.3 Installation Responsibility
The User should download and install Upgraded Versions on their System as soon as practicable.

8.4 Cost of Upgrades
Upgraded Versions of the Smilo.ai Applications will be provided to current license holders at no extra cost.

8.5 Deprecation of Support
Support for older, superseded versions of the Smilo.ai Applications will cease within a reasonable period, and in all cases, support will be terminated 12 months after the release of an Upgraded Version.

8.6 Compatibility Disclaimer
Smilo.ai is not responsible for any inability to use the Smilo.ai Applications resulting from a failure to install an Upgraded Version.

9. User Acknowledgements

9.1 Use at Own Risk
To the extent permitted by law, the User acknowledges that their use of the Smilo.ai Applications is completely voluntary and at their sole risk.

9.2 Virus Protection
While Smilo.ai uses commercially reasonable efforts to ensure the software is secure, it does not warrant that the applications are free from all viruses. The User is solely responsible for scanning their device and files.

9.3 Third-Party Advertisements
Smilo.ai does not endorse and is not liable for the content of any advertisements appearing on the Smilo.ai Applications.

9.4 Practitioner Information
Information regarding Registered Health Professionals is provided by the practitioners themselves. Smilo.ai accepts no liability for inaccurate, incomplete, or out-of-date practitioner details.

9.5 Software Errors
The User acknowledges that software is inherently not error-free. The existence of minor software bugs or errors does not constitute a breach of these Terms and Conditions.

9.6 Medical and Health Disclaimer
The User acknowledges that health-related information, including the Oral Health Rating and “Design My Smile” features:

• Is provided for educational and awareness purposes only.
• Relies entirely on the User strictly following instructions for taking and uploading high-quality images under appropriate lighting with compatible devices.
• Does not constitute professional medical or dental advice.
• Is not a substitute for a physical examination or professional diagnosis by a Registered Health Professional.
• Does not endorse or support any specific dental therapy, product, or treatment.
• Must not be used for therapeutic, diagnostic, or self-treatment purposes.

9.7 Scope of Detection
The User acknowledges that:

• The Smilo.ai Applications can only analyze issues visible in the submitted images.
• Many oral health issues can only be detected via x-rays or clinical examinations by a dentist.
• They are advised to seek a professional clinical assessment to verify any information provided by the application.
• If they have connected with a Registered Health Professional through the app and have not received contact within seven days, they must reach out to the professional directly.

9.8 Right to Monitor
The User acknowledges that Smilo.ai has no obligation to monitor access to, or use of, the applications, but retains the right to do so to manage security, ensure compliance with these Terms, and respond to harmful content.

9.9 Cooperation
The User agrees to cooperate with Smilo.ai in good faith and provide information during any investigation regarding systemic abuse of the applications.

9.10 Non-Reliance
The User warrants that they have not relied on any representation, marketing material, or product descriptions that are not explicitly stated in these Terms.

10. Disclaimer, Warranty, Indemnity, and Limitation of Liability

10.1 No Performance Warranties
Smilo.ai makes no warranties regarding the accuracy, completeness, or reliability of any data, parameters, or oral health assessments displayed through the applications. We do not warrant that the services will meet specific medical or regulatory standards or operate on an uninterrupted, secure basis.

10.2 Error Correction
If the User discovers a material error that substantially affects their use of the application, Smilo.ai may, at its sole discretion, issue a patch or update, provided the error was not caused by unauthorized modifications or improper use of the software.

10.3 Third-Party Services
The Smilo.ai Applications may contain links to third-party resources, websites, or dental practices (“Third-Party Services”). Smilo.ai is not responsible for the availability, accuracy, or content of these external services. Links do not imply endorsement.

10.4 Temporary Maintenance
Smilo.ai may restrict access to the applications to perform maintenance, manage system capacity, or protect server integrity.

10.5 Provided “As Is”
The Smilo.ai Applications and all associated content are provided on an “as is” basis, without warranties of any kind, either express or implied, except to the extent required by law.

10.6 Australian Consumer Law
If you are a Consumer as defined under Schedule 2 of the Competition and Consumer Act 2010 (Cth), certain statutory guarantees apply that cannot be excluded. To the extent permitted by law, Smilo.ai’s liability for a breach of these statutory guarantees is limited to the re-supply of the services or the payment of the cost of having the services supplied again.

10.7 No Liability for User Conduct
To the extent permitted by law, Smilo.ai accepts no liability for the actions, omissions, or conduct of any other users of the applications.

10.8 Relationship with Practitioners
Smilo.ai is not an agent for any Registered Health Professional listed on the applications. We have no responsibility for, and accept no liability in relation to, the quality of clinical services, appointments, prescriptions, or advice provided by practitioners.

10.9 General Warranty Exclusion
Except as expressly provided in these Terms, and to the maximum extent permitted by law, Smilo.ai disclaims all implied warranties, including warranties of merchantability or fitness for a particular purpose.

10.10 Indemnified Parties
To the extent permitted by law, neither Smilo.ai, its directors, officers, employees, contractors, nor any Registered Health Professionals listed on the application (collectively the “Indemnified”) will be liable for any incidental, special, exemplary, or consequential damages. This includes lost profits, loss of data, loss of goodwill, system failures, or physical injury arising out of your access to, use of, or inability to use the application.

10.11 User Indemnity
The User agrees to indemnify and hold harmless the Indemnified against any claims, losses, damages, liabilities, and expenses (including legal costs) arising from the User’s breach of these Terms, negligent acts, or violation of third-party rights.

10.12 Cap on Liability
Notwithstanding anything to the contrary, and to the maximum extent permitted by law, Smilo.ai’s total aggregate liability under these terms will not exceed $100 AUD.

11. Goods and Services Tax (GST)

11.1 GST Obligations
If any Supply made under these Terms and Conditions is a taxable Supply:

1. The recipient must pay the supplier an amount equal to the GST payable on that supply (“GST Amount”).
2. The recipient must pay the GST Amount at the same time and in the same manner as the primary consideration for the supply.
3. The supplier must issue a valid Tax Invoice to the recipient before being entitled to the GST payment.
4. Any reimbursement of expenses required under this agreement must exclude any input tax credits to which the recovering party is entitled.

12. Intellectual Property Rights

12.1 Ownership
The User acknowledges that all Intellectual Property Rights in the Smilo.ai Applications, including designs, source code, text, graphics, logos, and video components, remain the sole property of Smilo.ai or its licensors.

13. Confidential and Personal Information

13.1 Confidentiality of Software
All technical specifications, documentation, and source code relating to the Smilo.ai Applications are confidential. The User must not disclose this confidential information to any third party without Smilo.ai’s prior written consent.

13.2 Exceptions
This restriction does not apply to information that becomes part of the public domain through no fault of the User, or information that is required to be disclosed by law.

13.3 Professional Privacy
If the User discloses clinical practice details, financial information, or sensitive patient data to Smilo.ai, Smilo.ai will keep this information strictly confidential in accordance with applicable laws.

14. Termination

14.1 Rights of Termination
Smilo.ai may terminate the User’s access to the Smilo.ai Applications immediately by written notice if:

1. The User breaches these Terms and Conditions and fails to remedy the breach within 30 days of receiving written notice.
2. The User enters into any form of insolvency administration, bankruptcy, or liquidation.
3. Smilo.ai elects, in its sole discretion, to cease offering the service, provided that 30 days’ notice is given to the User.

14.2 Outstanding Costs
Upon termination, the User must immediately pay any outstanding fees, charges, or legal costs incurred due to default.

14.3 Pro-Rata Refunds
If Smilo.ai terminates these Terms and Conditions without fault on the part of the User, Smilo.ai will issue a pro-rata refund of any pre-paid license fees.

15. Smilo.ai’s Rights

15.1 Statutory Rights
Any express statement of a right of Smilo.ai under these Terms is without prejudice to any other rights or remedies existing at law or in equity.

16. Electronic Agreement

16.1 Consent to Electronic Communications
The parties consent to sending and receiving documents and notices electronically pursuant to the Electronic Transactions (Queensland) Act 2001.

16.2 Electronic Signatures
The parties agree that clicking “Accept”, checking an online consent box, or utilizing electronic signatures constitutes a legally binding acceptance of these Terms.

17. Survival of Agreement

17.1 Continuing Clauses
Any provisions of these Terms and Conditions that are capable of having effect after the expiration or termination of this agreement will remain in full force and effect.

18. Assignment

18.1 Assignment by Smilo.ai
Smilo.ai may assign, transfer, or subcontract its rights and obligations under these Terms to a third party without notice to the User.

18.2 Restrictions on User Assignment
The User must not assign or transfer any of their rights or obligations under these Terms without the prior written consent of Smilo.ai.

19. Waiver

19.1 No Implied Waivers
A failure or delay by either party to enforce any provision of these Terms does not constitute a waiver of that provision, nor does it affect the party’s right to enforce it at a later date.

20. Severability

20.1 Severable Provisions
If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a competent authority, that provision will be severed to the minimum extent necessary. The remaining provisions will continue in full force and effect.

21. Governing Law and Jurisdiction

21.1 Governing Law
These Terms and Conditions are governed by and construed in accordance with the laws of Queensland and the Commonwealth of Australia.

21.2 Submission to Jurisdiction
Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland.

22. Notices

22.1 Delivery of Notices
Any legal notice under these Terms must be in writing. Smilo.ai may deliver notices to the User’s registered Notification Email Address.

22.2 Address for Smilo.ai
The User must send all legal notices to Smilo.ai by post to:
PO Box 568, Sandgate QLD 4017, Australia.

22.3 Deemed Receipt
Notices sent to the User electronically are deemed received on the next business day after transmission. Notices sent to Smilo.ai are deemed received upon physical delivery.

23. Dispute Resolution

23.1 Mandatory Consultation
If a dispute arises in connection with these Terms (“Dispute”), a party must notify the other in writing (“Dispute Notice”). Within 7 days of receiving the Dispute Notice, authorized representatives from both parties must meet in good faith to resolve the dispute. If the dispute remains unresolved, either party may seek legal recourse.

23.2 Cost Allocation
Each party will bear its own costs in relation to the initial dispute resolution process outlined in clause 23.1.

23.3 Injunctive Relief
Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from an appropriate court.