Terms of Service

Effective Date: April 13, 2026 · Last Updated: April 13, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between the healthcare practice, clinic, or other entity ("Customer," "you," or "your") and Tallis AI ("Tallis," "Company," "we," "us," or "our"), governing your access to and use of the Tallis AI platform, including all related services, APIs, widgets, integrations, and documentation (collectively, the "Service") available at withtallis.com and associated subdomains.

By accessing or using the Service, by clicking "I Agree," or by executing an Order Form that references these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization.

If you do not agree to these Terms, do not access or use the Service.

1. Definitions

For the purposes of these Terms, the following definitions apply:

• "Authorized Users" means your employees, contractors, or agents whom you authorize to access the Service on your behalf.
• "Business Associate Agreement" or "BAA" means the agreement between Tallis and Customer governing the treatment of Protected Health Information under HIPAA, executed separately or incorporated by reference.
• "Customer Data" means all data, including patient records, appointment information, and other content, that you or your Authorized Users submit to, transmit through, or generate using the Service.
• "Documentation" means the user guides, API documentation, onboarding materials, and other technical documentation made available by Tallis.
• "Order Form" means a written or electronic ordering document specifying the Service plan, fees, and other commercial terms agreed upon by the parties.
• "PHI" or "Protected Health Information" has the meaning given to it under HIPAA.
• "Practice Management System" or "PMS" means the third-party software systems (such as OpenDental or similar) that the Customer uses to manage patient records, appointments, and practice operations.
• "Service" means the Tallis AI platform, including the patient intake automation module, patient retention and outreach module, scheduling tools, APIs, embeddable widgets, and all related features.
• "Subscription Term" means the period during which Customer has a valid, paid subscription to the Service, as specified in the applicable Order Form.

2. Description of Service

2.1 Overview

Tallis AI provides a software-as-a-service platform designed for healthcare practices. The Service includes:

• Patient Intake Automation: AI-powered conversational intake that collects patient information, insurance details, medical history, and consent through an embeddable widget on your practice website.
• Patient Retention and Outreach: Automated outreach to patients via SMS, email, and voice calls to facilitate appointment scheduling, recall reminders, and practice communications.
• Practice Management System Integration: Bidirectional integration with supported PMS platforms to read and write patient and appointment data.
• Appointment Scheduling: Tools to facilitate appointment booking, rescheduling, and confirmation.

2.2 AI-Powered Features

The Service uses artificial intelligence technology to conduct patient intake conversations and generate outreach messages. You acknowledge and agree that:

• AI-generated outputs may require review by qualified personnel before clinical use.
• The Service collects and organizes information but does not provide medical advice, diagnosis, or treatment recommendations.
• You remain solely responsible for all clinical decisions and patient care.
• AI technology may occasionally produce inaccurate or incomplete outputs, and you are responsible for verifying information collected through the Service.

2.3 Multi-Tenant Architecture

The Service operates on a multi-tenant architecture. Each Customer's data is logically isolated from other Customers' data. Tallis implements appropriate technical and organizational safeguards to maintain this isolation.

3. Eligibility

To use the Service, you must:

• Be a licensed healthcare practice, clinic, or healthcare-related business entity operating lawfully in the United States.
• Have the legal capacity and authority to enter into these Terms.
• Comply with all applicable federal, state, and local laws, including HIPAA and state healthcare privacy laws.
• Be at least 18 years of age (or the age of legal majority in your jurisdiction) if entering into these Terms as an individual.

We reserve the right to refuse service, terminate accounts, or cancel subscriptions at our discretion if eligibility requirements are not met.

4. Account Registration and Security

4.1 Account Creation

To access the Service, you must complete the onboarding process and provide accurate, complete, and current information about your practice. You agree to update this information promptly if it changes.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials, API keys, and access tokens.
• All activity that occurs under your account, whether or not authorized by you.
• Notifying Tallis immediately at [email protected] of any unauthorized use or suspected security breach.
• Ensuring that Authorized Users comply with these Terms.

4.3 API Keys and Integrations

Where the Service requires API keys, access tokens, or credentials for integration with your Practice Management System or other third-party services, you are responsible for providing valid credentials and maintaining their security. Tallis is not liable for service disruptions caused by invalid, revoked, or compromised third-party credentials.

5. Acceptable Use

5.1 Permitted Use

You may use the Service solely for its intended purpose: managing patient intake, retention, outreach, and scheduling for your healthcare practice, in accordance with these Terms and applicable law.

5.2 Prohibited Conduct

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Use the Service to provide medical advice, diagnosis, or treatment to patients.
• Submit false, misleading, or fraudulent information to the Service.
• Attempt to gain unauthorized access to the Service, other accounts, or Tallis systems.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Copy, modify, distribute, sell, lease, or sublicense the Service or any part thereof.
• Use the Service to transmit unsolicited communications in violation of applicable anti-spam laws (including the TCPA, CAN-SPAM Act, and state equivalents).
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to store or transmit malicious code, viruses, or harmful content.
• Circumvent any security measures, rate limits, or access controls implemented by Tallis.
• Use automated means (bots, scrapers, or similar) to access the Service except through documented APIs.
• Use the Service in a manner that violates the privacy rights of any individual or the confidentiality of patient information.

5.3 Outreach Compliance

When using the retention and outreach features of the Service (SMS, email, and voice), you are solely responsible for:

• Obtaining and maintaining all necessary patient consents for communications.
• Complying with the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and all applicable federal, state, and local telecommunications and marketing laws.
• Honoring opt-out requests promptly.
• Ensuring that outreach content is accurate and appropriate.

6. Fees and Payment

6.1 Subscription Fees

You agree to pay all fees specified in your Order Form or as displayed in the Service at the time of purchase. Fees are quoted in U.S. dollars unless otherwise stated. All fees are non-refundable except as expressly provided in these Terms or required by law.

6.2 Payment Terms

Fees are due in advance on a monthly or annual basis, as specified in your Order Form. If payment is not received within fifteen (15) days of the due date, Tallis may suspend access to the Service upon five (5) days' written notice. Tallis reserves the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

6.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and other taxes, excluding taxes based on Tallis's net income.

6.4 Fee Changes

Tallis may adjust fees upon at least thirty (30) days' prior written notice before the start of a new billing period. Your continued use of the Service after a fee change takes effect constitutes acceptance of the revised fees.

7. Intellectual Property

7.1 Tallis Ownership

Tallis and its licensors retain all right, title, and interest in and to the Service, including all software, algorithms, AI models, interfaces, APIs, Documentation, trademarks, trade names, logos, and all related intellectual property rights. These Terms do not grant you any ownership interest in the Service -- only a limited right to use the Service as described herein.

7.2 Customer Data Ownership

You retain all right, title, and interest in and to your Customer Data. By using the Service, you grant Tallis a limited, non-exclusive license to use, process, store, and transmit Customer Data solely as necessary to provide, maintain, and improve the Service, and as permitted under the BAA.

7.3 Aggregated and De-Identified Data

Tallis may create aggregated, anonymized, or de-identified data derived from Customer Data ("Aggregated Data") that does not identify you, your practice, or any individual patient. Tallis may use Aggregated Data for product improvement, analytics, benchmarking, and research purposes. Any such de-identification will comply with the HIPAA de-identification standard under 45 C.F.R. Section 164.514.

7.4 Feedback

If you provide suggestions, ideas, or feedback regarding the Service ("Feedback"), you grant Tallis a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without obligation or compensation to you.

7.5 Restrictions

Except as expressly permitted by these Terms, you may not: (a) license, sublicense, sell, transfer, or assign the Service; (b) modify, create derivative works of, or disassemble the Service; (c) access the Service to build a competing product or service; or (d) use the Service for benchmarking or competitive analysis without Tallis's written consent.

8. HIPAA Compliance and Data Protection

8.1 Business Associate Relationship

The parties acknowledge that in providing the Service, Tallis may create, receive, maintain, or transmit Protected Health Information on behalf of Customer. Tallis agrees to act as a Business Associate of Customer as defined under HIPAA. The parties shall execute a Business Associate Agreement prior to the transmission of any PHI through the Service. The BAA is incorporated into these Terms by reference.

8.2 Customer Obligations as Covered Entity

You represent and warrant that:

• You are a Covered Entity (or Business Associate acting on behalf of a Covered Entity) as defined under HIPAA.
• You have obtained all necessary patient authorizations and consents required under HIPAA and applicable state law before transmitting PHI through the Service.
• Your use of the Service complies with your own Notice of Privacy Practices.
• You will not request that Tallis use or disclose PHI in any manner that would violate HIPAA.

8.3 Security Measures

Tallis implements administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI, as required by the HIPAA Security Rule. These include, but are not limited to:

• Encryption of data in transit and at rest.
• Logical tenant isolation ensuring each practice's data is segregated.
• Access controls and authentication mechanisms.
• Audit logging and monitoring.
• Regular security assessments and vulnerability management.

8.4 Breach Notification

In the event of a breach of unsecured PHI, Tallis will notify Customer without unreasonable delay and in no event later than as required by the BAA and applicable law. Tallis will cooperate with Customer in investigating and mitigating any such breach.

8.5 Subcontractors

Tallis may engage subcontractors (including cloud infrastructure providers and AI model providers) to assist in delivering the Service. Tallis will ensure that any subcontractor that creates, receives, maintains, or transmits PHI on behalf of Tallis agrees to substantially similar obligations as those imposed on Tallis under the BAA.

9. Third-Party Integrations

9.1 Practice Management Systems

The Service integrates with third-party Practice Management Systems to read and write patient and appointment data. You acknowledge that: (a) Tallis is not responsible for the availability, accuracy, or functionality of third-party PMS platforms; (b) you are responsible for maintaining valid PMS credentials and API access; and (c) changes to third-party PMS APIs may temporarily affect Service functionality.

9.2 Communication Providers

The Service uses third-party providers for SMS, email, and voice communications. These providers are subject to their own terms and conditions. Tallis is not liable for delivery failures, delays, or limitations imposed by third-party communication providers.

9.3 No Endorsement

References to third-party products or services do not constitute endorsement by Tallis. You are responsible for evaluating and complying with the terms of any third-party services you use in connection with the Service.

10. Service Levels and Support

10.1 Availability

Tallis will use commercially reasonable efforts to maintain Service availability. However, the Service may be temporarily unavailable due to scheduled maintenance, updates, or circumstances beyond Tallis's reasonable control. Tallis will provide reasonable advance notice of planned maintenance when feasible.

10.2 Support

Tallis provides technical support via email at [email protected]. Support scope, response times, and additional support options may be specified in your Order Form or a separate service level agreement.

11. Confidentiality

11.1 Confidential Information

Each party ("Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information includes, without limitation, business plans, pricing, Customer Data, technical information, and the terms of any Order Form.

11.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction.

11.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party prompt notice (to the extent legally permitted) and cooperates with any effort to obtain protective treatment.

12. Disclaimers

12.1 No Medical Advice

THE SERVICE IS AN ADMINISTRATIVE AND OPERATIONAL TOOL. IT DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT RECOMMENDATIONS, OR CLINICAL DECISION SUPPORT. THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. YOU ARE SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND PATIENT CARE.

12.2 AI Disclaimer

THE SERVICE USES ARTIFICIAL INTELLIGENCE TECHNOLOGY THAT MAY PRODUCE INACCURATE, INCOMPLETE, OR INAPPROPRIATE OUTPUTS. YOU ACKNOWLEDGE THAT AI-GENERATED CONTENT SHOULD BE REVIEWED BY QUALIFIED PERSONNEL BEFORE USE. TALLIS DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI-GENERATED OUTPUT.

12.3 "As-Is" Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TALLIS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

12.4 Third-Party Disclaimer

Tallis does not control and is not responsible for the products, services, or practices of any third party, including PMS providers, communication carriers, and cloud infrastructure providers.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF TALLIS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO TALLIS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND U.S. DOLLARS ($1,000), WHICHEVER IS GREATER.

13.3 Exceptions

The limitations in Sections 13.1 and 13.2 shall not apply to: (a) either party's indemnification obligations under Section 14; (b) either party's breach of confidentiality obligations under Section 11 (including obligations related to PHI); (c) Customer's payment obligations; or (d) liability arising from a party's gross negligence or willful misconduct.

13.4 Basis of the Bargain

The limitations of liability in this Section 13 reflect the allocation of risk between the parties and form an essential basis of the bargain between the parties. The Service would not be provided without these limitations.

14. Indemnification

14.1 Indemnification by Tallis

Tallis shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that the Service, as provided by Tallis and used in accordance with these Terms, infringes a third party's intellectual property rights.

14.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Tallis and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer's use of the Service in violation of these Terms or applicable law; (b) Customer Data or the content of communications sent through the Service; (c) Customer's failure to obtain required patient consents or authorizations; (d) Customer's violation of HIPAA, TCPA, or other applicable regulations; or (e) any claim by a patient or third party related to Customer's clinical decisions or patient care.

14.3 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense. The indemnifying party shall not settle any claim that imposes liability on the indemnified party without the indemnified party's prior written consent.

15. Term and Termination

15.1 Term

These Terms commence on the date you first access the Service and continue for the duration of your Subscription Term. Subscription Terms automatically renew for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

15.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if:

• The other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach.
• The other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

15.3 Termination for Convenience

Customer may terminate these Terms at any time by providing thirty (30) days' written notice to Tallis. Prepaid fees for the remainder of the then-current Subscription Term are non-refundable, unless otherwise specified in the Order Form.

15.4 Suspension

Tallis may suspend access to the Service immediately if: (a) Customer's use poses a security risk to the Service or other customers; (b) Customer is in material breach of these Terms, including non-payment; (c) suspension is required by law or regulatory authority; or (d) Customer's use may subject Tallis to liability. Tallis will provide notice of suspension as soon as reasonably practicable.

15.5 Effect of Termination

Upon termination or expiration of these Terms:

• Customer's right to access the Service terminates immediately.
• Customer shall cease all use of the Service, APIs, and embeddable widgets.
• Tallis will make Customer Data available for export for thirty (30) days following the effective date of termination, after which Tallis may delete Customer Data in accordance with its data retention policies and the BAA.
• Each party shall return or destroy Confidential Information of the other party, subject to legal retention requirements.

15.6 Survival

Sections 7 (Intellectual Property), 8 (HIPAA Compliance), 11 (Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15.5 (Effect of Termination), 17 (Governing Law), and 18 (Dispute Resolution) shall survive any termination or expiration of these Terms.

16. Data Portability and Deletion

16.1 Data Export

During the Subscription Term and for thirty (30) days following termination, Customer may request an export of Customer Data in a standard, machine-readable format. Tallis will fulfill such requests within a commercially reasonable timeframe.

16.2 Data Deletion

Upon written request following termination and expiration of the data export period, Tallis will delete or de-identify Customer Data within ninety (90) days, except where retention is required by law, regulation, or the BAA. Tallis will certify deletion upon request.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

18. Dispute Resolution

18.1 Informal Resolution

Before initiating any formal proceeding, each party agrees to attempt to resolve any dispute informally by sending written notice to the other party describing the dispute and the proposed resolution. The parties shall negotiate in good faith for at least thirty (30) days.

18.2 Binding Arbitration

If the dispute is not resolved through informal negotiation, it shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in Dallas, Texas. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

18.3 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information without first engaging in arbitration.

18.4 Class Action Waiver

ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO HAVE A DISPUTE HEARD AS A CLASS ACTION, REPRESENTATIVE ACTION, OR COLLECTIVE ACTION.

19. Modifications to Terms

Tallis reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' advance notice of material changes by posting the updated Terms on our website and sending a notification to the email address associated with your account. The "Last Updated" date at the top of these Terms will be revised accordingly. Your continued use of the Service after the effective date of any modification constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Service before the changes take effect.

20. General Provisions

20.1 Entire Agreement

These Terms, together with the Privacy Policy, BAA, and any applicable Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral. In the event of a conflict between these Terms and an Order Form, the Order Form shall control to the extent of the conflict.

20.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

20.3 Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

20.4 Assignment

Customer may not assign or transfer these Terms or any rights hereunder without the prior written consent of Tallis, except in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets. Tallis may assign these Terms freely. Any attempted assignment in violation of this Section shall be void.

20.5 Force Majeure

Neither party shall be liable for any failure or delay in performance (except for payment obligations) to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, war, terrorism, power failures, internet disruptions, or third-party service outages.

20.6 Notices

All notices under these Terms shall be in writing and sent to the addresses specified in the applicable Order Form or, for Tallis, to [email protected]. Notices are effective upon receipt.

20.7 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

20.8 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights. Patients and other end users are not third-party beneficiaries of these Terms.

20.9 Export Compliance

You shall not export, re-export, or transfer the Service in violation of U.S. export control laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce.

20.10 Government Use

If the Service is being used by or on behalf of the U.S. Government, it is provided with restricted rights in accordance with 48 C.F.R. Section 227.7202 and 48 C.F.R. Section 12.212.

21. Contact Information

If you have questions about these Terms, please contact us:

By using the Tallis AI platform, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.