Terms of Service

Status:

Effective

Document key:

termsOfService

Version:

2026-10-27

Intended publication path:

/legal/terms-of-service

These Terms of Service ("these terms") govern use of Happy Light AI, an AI receptionist SaaS offered by Happy Light Tech, LLC, a California limited liability company ("Happy Light Tech"), for US dental clinics using Open Dental. In these terms, "clinic" and "customer" both mean the dental practice or other legal entity that signs up for or uses the service and is named as the customer in the accepted Order Form.

1. Service Description

Happy Light AI provides AI-powered phone answering, call summarization, scheduling assistance, staff notifications, call logs, follow-up workflows, and Open Dental workflow support. The service is designed for administrative dental office workflows. It is not a dentist, medical provider, insurer, benefits verifier, emergency service, or substitute for professional staff judgment, and it does not diagnose, prescribe, or verify insurance benefits.

Happy Light AI uses AI and language-model technology that may sometimes produce inaccurate, incomplete, unexpected, inconsistent, or hallucinated responses. Because the service speaks with callers in real time, staff review of a call necessarily takes place after the call. The clinic is responsible for reviewing AI-generated call summaries, transcripts, staff memos, scheduling actions, and follow-up tasks as described in Section 11, and for confirming that information before relying on it for clinical, administrative, billing, insurance, or operational decisions.

2. Open Dental Exclusive Workflow

Happy Light AI is built for clinics using Open Dental. The service may use Open Dental REST API access, tenant configuration, branch configuration, schedule policy, operatory configuration, appointment type configuration, and clinic-approved business rules to support scheduling workflows.

Happy Light AI does not require local server software, screen scraping, firewall port changes, or remote desktop access to the clinic's production server.

3. Account Access and Authority

The person creating or activating a clinic account represents that they are authorized to bind the clinic, configure practice workflow rules, connect Open Dental, authorize payment, and accept required agreements. Happy Light Tech may require additional confirmation before enabling clinic features.

New authenticated users may start in referral-only mode. Clinic features are enabled only after required onboarding, agreements, payment, and activation checks are completed.

Before clinic features that process ePHI or access Open Dental are enabled, the clinic must accept the Order Form or billing snapshot, the Recurring Payment Authorization, the Activation and Refund Policy, the Acceptable Use Policy, the Privacy Policy, the Business Associate Agreement, the Open Dental API Authorization, and the AI Phone Number and Forwarding Disclosure. Acceptance of the Business Associate Agreement is a condition of activation: Happy Light Tech will not answer calls for the clinic, connect to the clinic's Open Dental environment, or otherwise create, receive, maintain, or transmit protected health information for the clinic until the clinic has accepted the Business Associate Agreement.

4. Pricing, Included Usage, and Additional Minutes

Unless an order form, billing snapshot, or tenant-specific billing record states otherwise:

• Base plan: $149 per month
• Included AI conversation minutes: 300 minutes per monthly billing period
• Additional minutes: optional one-time 60-minute credits that the customer buys manually from the authenticated billing page, at the price shown there and in the signup disclosure
• Additional language add-on: $10 per month per additional language beyond English

Included minutes apply only to the monthly billing period for which they are provided. Unused included minutes do not roll over to a later billing period. Unused purchased minute credits roll over to later billing periods while the subscription remains active; what happens to them when the subscription ends is described in Section 23.

Included minutes are used first, then purchased minute credits. Usage beyond the included minutes is never metered or charged automatically. When included minutes and purchased credits are both used up, AI answering pauses until the next monthly billing cycle or until the customer purchases another credit. Section 11 describes what happens to calls while AI answering is paused.

"AI conversation minutes" are measured as follows: for each call, the service records the duration from when the call is connected to the AI receptionist until that connection ends. Usage for a billing period is the sum of those durations for all calls in the period, converted to minutes and rounded to the nearest 0.1 minute. Individual calls are not rounded up to a whole minute.

There is no standard setup fee unless a signed order form states otherwise, and there is no forced annual contract. Taxes may apply where required by law. Pass-through telecom fees and payment processor fees may apply only where disclosed in the accepted order form, billing snapshot, or checkout.

Happy Light Tech may change its standard prices by giving the customer at least 30 days' notice. A price change takes effect at the start of the first monthly billing period that begins after the notice period ends. A customer that does not accept a price change may cancel under Section 23 before it takes effect.

Happy Light Tech's billing system is the source of truth for current pricing, discounts, included minutes, usage, credits, and estimated invoices. Marketing copy is informational and does not override the accepted billing snapshot.

5. Payment Authorization

Clinic customers authorize Happy Light Tech and its payment processor to charge the selected payment method for recurring subscription fees, approved recurring add-ons, taxes, and payment processor fees where applicable, and for any one-time minute credit the customer chooses to purchase at checkout.

Minute credits are never purchased automatically, and buying a credit does not enable any automatic charge.

6. Activation and Refund Policy

Monthly subscription fees are prepaid. Clinic activation may begin when the clinic completes checkout, accepts required agreements, requests or receives an AI phone number, reveals or copies the Open Dental CustomerKey, connects Open Dental, or otherwise authorizes production setup.

After activation begins, prepaid monthly fees are generally non-refundable except where required by law, where Happy Light Tech is solely unable to provide the contracted service, or as stated in Sections 16 and 23. Any promotional trial, refund guarantee, or special offer must be documented in the accepted order form or billing snapshot.

If activation is not completed within 14 days after checkout for reasons within Happy Light Tech's control, Happy Light Tech will refund the first monthly fee on the customer's request. Activation is completed when Happy Light Tech makes AI answering available for the branch, so that calls forwarded to the branch's AI answering number are answered by the service. Delays caused by the customer-side setup issues listed in the Activation and Refund Policy are not within Happy Light Tech's control.

7. Phone Number and Forwarding Responsibility

Happy Light AI may assign a dedicated AI answering number for a clinic branch. The clinic, its phone provider, or its carrier remains responsible for configuring call forwarding from the clinic's existing phone number. Happy Light Tech does not port the clinic's main number, take over the carrier account, or configure the clinic's local phone system unless separately agreed in writing.

The standard service does not include porting the clinic's main number to Happy Light Tech. The service is designed to receive calls that the clinic forwards to the AI answering number by conditional call forwarding, no-answer forwarding, busy forwarding, after-hours forwarding, or another carrier-supported forwarding method that the clinic chooses for its workflow.

The assigned AI number is intended for inbound voice calls only unless a separate written agreement and product configuration expressly enables text handling. Inbound SMS, MMS, or text messages sent to the AI number are not monitored, reviewed, triaged, or answered by Happy Light AI. Happy Light Tech does not send appointment, reminder, marketing, or other patient text messages from the AI number, and it does not send automatic replies to inbound texts. Text messages sent to the AI number are received by Happy Light Tech's telecommunications carrier, which keeps its own records of those messages under its own retention practices; those records may include message content for a limited period. Happy Light Tech is not responsible for medical, clinical, administrative, scheduling, cancellation, emergency, or follow-up issues arising from unmonitored text messages sent to the AI number.

8. Call Recording, Consent, and Staff Review

Call recording and transcript features may be enabled only when supported by the service configuration and applicable law. The clinic is responsible for determining whether patient notice, consent, staff notice, or state-specific call recording compliance measures are required.

The AI receptionist identifies itself as an AI when it greets each caller. Call recording is on by default. Whenever a call that the AI receptionist answers is recorded, the service also plays a spoken recording notice, and the clinic cannot turn that notice off. If the clinic has no custom notice wording, or its custom wording is blank or cannot be used, the service plays its default notice (in English, and in Spanish where the clinic offers Spanish). The clinic dashboard does not offer an editor for the spoken notice; custom notice wording is set up through Happy Light AI support. Happy Light Tech does not review the meaning of a clinic's custom wording, and the clinic is responsible for it. Where the service lets the clinic configure the assistant name or greeting, or where custom notice wording is set up at the clinic's request, the clinic is responsible for ensuring that that wording, together with any other notice the clinic gives, meets the notice and consent requirements that apply to its calls.

Happy Light AI may summarize calls, create follow-up tasks, and present call recordings or transcripts to authorized clinic users. Clinic staff remain responsible for reviewing clinical urgency, insurance details, appointment suitability, and patient care decisions.

9. Insurance and Clinical Boundaries

Happy Light AI may record insurance information mentioned by callers and may follow clinic-defined insurance handling rules. The service does not verify benefits, confirm eligibility, submit claims, guarantee reimbursement, or determine whether treatment is covered. Insurance details captured by the service are recorded as the caller stated them and are not verified; staff verify insurance details before relying on them.

Happy Light AI does not provide clinical advice, diagnosis, prescriptions, or emergency medical instructions. The service is designed to direct a caller who describes an emergency or a complex clinical question to emergency resources or to staff follow-up according to its design and the clinic's settings.

AI-generated statements about hours, appointment availability, pricing, insurance, clinic policy, or next steps may be inaccurate or incomplete. The clinic remains responsible for final review and confirmation before taking action or communicating a final determination to a patient.

Descriptions in these terms and in the other accepted documents of what the service "is designed to" do, or of how the service handles calls, scheduling, emergencies, insurance, or Open Dental data, describe the intended design of the service. They are not promises that the service will produce a particular result in any particular call.

AI output is not a breach. Because the service relies on probabilistic AI technology, inaccurate, incomplete, or unexpected AI speech, transcripts, summaries, staff memos, classifications (including urgency or emergency triage), or scheduling actions are not, by themselves, a breach of these terms or of any other accepted document. The customer's remedies for them are those stated in Sections 15 and 16. This paragraph does not limit Happy Light Tech's obligations under the Business Associate Agreement.

10. HIPAA and Protected Health Information

The parties intend that the clinic is a covered entity under HIPAA and that Happy Light Tech acts as its business associate. As stated in Section 3, the Business Associate Agreement must be accepted before any workflow that involves protected health information is enabled. Happy Light Tech will process protected health information only as permitted by the Business Associate Agreement, these terms, and applicable law.

The clinic is responsible for its own HIPAA compliance, staff training, minimum necessary access decisions, role permissions, and internal privacy policies.

11. Customer Responsibilities

The clinic is responsible for:

• Maintaining accurate practice rules, office hours, scheduling rules, operatories, appointment types, insurance policies, notification recipients, staff notification settings, and emergency escalation instructions.
• Confirming that the Open Dental CustomerKey is entered correctly and used according to Open Dental requirements, and using Open Dental and phone system credentials according to each vendor's terms.
• Keeping staff accounts secure and disabling access for former staff.
• Reviewing staff memos, call summaries, follow-up tasks, messages, and appointments created or changed by the service at least once each business day, and acting promptly on time-sensitive patient requests.
• Ensuring that every email address the clinic designates to receive call summaries or staff notifications is a mailbox that the clinic has approved for protected health information, because those emails may contain call transcript sections and other patient information. Replies to those emails are delivered to a Happy Light Tech support mailbox, so staff should include no more patient information in a reply than is needed.
• Keeping a fallback for calls while AI answering is paused (for example, because included minutes and purchased credits are used up, or because payment has failed). While AI answering is paused, the AI receptionist does not handle calls forwarded to the AI number and does not take messages for them. Instead, the service is designed to answer each such call without the AI receptionist and without recording or transcribing it, play a short spoken message (in English, and then in Spanish where the clinic offers Spanish) that tells the caller to hang up and call 911 if this is a medical emergency, and then end the call. If a usable paused-answering phone number is configured, the message reads it out; otherwise, it asks the caller to try the office again later. If the service cannot answer the call this way, the AI number may signal busy instead, and what the caller then hears, or where the call goes, depends on the clinic's carrier and forwarding settings. The clinic is responsible for monitoring its remaining minutes and payment status in the dashboard, for keeping its paused-answering phone number current and making sure that number does not forward back to the AI number, and for configuring its phone system so that callers can still reach the clinic, its voicemail, or its emergency instructions during a pause.
• Verifying insurance, clinical urgency, and appointment suitability through staff judgment.
• Ensuring that staff are trained on HIPAA and internal privacy procedures.
• Ensuring use of the service complies with applicable healthcare, privacy, advertising, telephony, and professional rules.

12. Acceptable Use

The customer may not use Happy Light AI to send spam, harass callers, mislead patients, impersonate another business, collect unnecessary sensitive data, violate law, attempt unauthorized access, reverse engineer the service, or overload platform infrastructure. The Acceptable Use Policy also applies.

Happy Light Tech may suspend or restrict access immediately if it detects credential misuse, fraud, spam, regulatory risk, payment failure, security risk, excessive automated use or other abusive activity, or activity that threatens platform stability or patient safety.

13. Third-Party Services

The service may rely on third-party providers including Open Dental, Stripe, Telnyx, Google Cloud, OpenAI, PromoteKit, Amazon Web Services, and other infrastructure providers. Happy Light Tech is not responsible for outages, limitations, billing changes, or policy restrictions caused by third-party systems outside its reasonable control.

14. Support and Service Levels

Happy Light Tech will use commercially reasonable efforts to keep production service available, but it does not guarantee any level of availability unless a signed service level agreement states one. Planned maintenance, carrier outages, Open Dental outages, model provider outages, payment processor outages, other third-party outages, payment issues on the customer's account, customer-side configuration issues, and force majeure events described in Section 24 are excluded from uptime calculations unless a signed SLA states otherwise.

Support channels may include dashboard tickets, support email, and admin-reviewed support queues. Support messages may not include patient information unless the support channel is designated as secure and the clinic is authorized to share it.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AN ACCEPTED ORDER FORM, A SIGNED SERVICE LEVEL AGREEMENT, OR THE BUSINESS ASSOCIATE AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAPPY LIGHT TECH AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

HAPPY LIGHT TECH DOES NOT WARRANT THAT THE SERVICE, OR ANY AI-GENERATED SPEECH, TRANSCRIPT, SUMMARY, CLASSIFICATION, OR SCHEDULING ACTION, WILL BE ACCURATE, COMPLETE, RELIABLE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT EVERY CALL WILL BE ANSWERED OR CORRECTLY UNDERSTOOD, THAT ANY CALL CAN BE TRANSFERRED TO STAFF, OR THAT EVERY ERROR WILL BE CORRECTED.

No advice or information, whether oral or written, obtained from Happy Light Tech, its marketing materials, or its demonstrations creates a warranty that is not expressly stated in these terms.

The service is not an emergency service and does not provide clinical advice, diagnosis, or treatment. The clinical and emergency boundaries in Sections 1 and 9 continue to apply.

16. Exclusive Remedy for Service Problems

Unless a signed service level agreement states otherwise, the customer's sole and exclusive remedy, and Happy Light Tech's entire liability, for any unavailability, interruption, defect, or error in the service, including the AI output described in Section 9, is:

• Happy Light Tech's commercially reasonable efforts to correct the problem or re-perform the affected service; or
• if Happy Light Tech determines that correction or re-performance is not reasonably possible, termination of the affected service by either party on written notice, with a pro-rated refund of the prepaid fees for the affected period, meaning the part of the current prepaid billing period for the affected service that remains after the termination date.

A refund under this section is available only where the Activation and Refund Policy allows one, including where Happy Light Tech is solely unable to provide the contracted service. Problems caused by the customer-side setup issues listed in that policy, by the third-party services described in Section 13, or by the events excluded in Section 14 do not qualify for a refund, except where required by law. Service credits, if any, are issued only as described in the Activation and Refund Policy.

This section does not limit the customer's right to cancel under Section 23 or Happy Light Tech's obligations under the Business Associate Agreement.

17. Limitation of Liability

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

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS COMBINED ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, ANY ORDER FORM, OR THE BUSINESS ASSOCIATE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES THE CUSTOMER PAID HAPPY LIGHT TECH FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS (US $1,000). THIS IS A SINGLE AGGREGATE LIMIT FOR ALL CLAIMS, NOT A LIMIT PER CLAIM.

These limitations apply to all claims and theories of liability, whether in contract, tort (including negligence), strict liability, statute, or otherwise, including claims under the Business Associate Agreement, to the maximum extent permitted by law, and even if a limited remedy fails of its essential purpose. They reflect the allocation of risk between the parties and are an essential basis of the pricing of the service.

The limitations in this section do not apply to:

• the customer's obligation to pay fees and other amounts due;
• the customer's indemnification obligations under Section 18;
• the customer's breach of Section 12 or of the Acceptable Use Policy;
• the customer's infringement, misappropriation, or other misuse of Happy Light Tech's intellectual property, including unauthorized access to or reverse engineering of the service; or
• liability that cannot be limited or excluded under applicable law.

Nothing in these terms limits or excludes either party's liability for its own fraud, for willful injury to the person or property of another, or for violation of law, to the extent California Civil Code section 1668 or other applicable law does not permit that liability to be limited or excluded.

The service is an administrative workflow tool, and the clinic remains responsible for patient care, final scheduling decisions, emergency protocols, insurance verification, and billing decisions.

18. Customer Indemnification

The customer will defend, indemnify, and hold harmless Happy Light Tech and its affiliates, members, managers, officers, directors, employees, contractors, and agents from and against any claim, demand, suit, or proceeding brought by a third party (a "Claim"), and all resulting damages, losses, fines, penalties, settlements, judgments, costs, and reasonable attorneys' fees, arising out of or relating to:

• (a) the customer's patient care, clinical, scheduling, and billing decisions;
• (b) the accuracy of the customer's configuration, office instructions, prices, insurance policies, Open Dental data, and call forwarding setup;
• (c) the customer's violation of law or of these terms, including obligations under call recording consent and patient communication laws that the customer controls; or
• (d) misuse of the service by the customer, its staff, or anyone using its accounts,

except to the extent the Claim arises from Happy Light Tech's breach of these terms (which, as stated in Section 9, does not include inaccurate or incomplete AI output by itself), its breach of the Business Associate Agreement, its gross negligence, or its willful misconduct.

To receive this protection, Happy Light Tech will:

• give the customer prompt written notice of the Claim, although a delay in notice relieves the customer of its obligations only to the extent the delay materially prejudices the defense;
• let the customer control the defense and settlement of the Claim, except that the customer may not settle a Claim in a way that imposes any obligation or admission of fault on Happy Light Tech without Happy Light Tech's prior written consent, which will not be unreasonably withheld; and
• provide reasonable cooperation at the customer's expense.

Happy Light Tech may participate in the defense with attorneys of its own choosing at its own expense.

19. Governing Law, Arbitration, and Class Action Waiver

These terms are governed by the laws of the State of California, without regard to conflict-of-law rules, except that the arbitration agreement in this section is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). To the maximum extent permitted by law, disputes will be resolved through binding individual arbitration rather than court proceedings, except that either party may bring qualifying claims in small claims court and either party may seek injunctive or equitable relief for misuse of intellectual property, unauthorized access, confidentiality violations, security incidents, or misuse of the service.

Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Los Angeles County, California. Judgment on the award may be entered in any court of competent jurisdiction. The parties adopt the procedural rules of the Federal Arbitration Act, rather than state arbitration procedures, for the enforcement of this arbitration agreement, including any motion to compel arbitration or to stay proceedings; California Code of Civil Procedure section 1281.2(c) does not apply.

Any claim that is not arbitrated will be brought only in the state or federal courts located in Los Angeles County, California, and each party consents to the personal jurisdiction of those courts.

The customer and Happy Light Tech waive the right to a jury trial and agree that disputes must be brought only on an individual basis. Class actions, collective actions, representative actions, consolidated proceedings, and private attorney general actions are waived to the maximum extent permitted by law. If a claim proceeds in court and a court determines that the jury trial waiver is unenforceable for that claim, the parties agree that all issues of fact and law in that claim will be decided by a general reference under California Code of Civil Procedure section 638 et seq., before a single referee who is a retired judge selected by agreement of the parties or, failing agreement, appointed by the court.

20. Changes to Terms

Happy Light Tech may update these terms from time to time. Material changes will be presented through the website, dashboard, or clickwrap workflow as appropriate. Continued use after an update may require acceptance of the updated version.

21. Survival

Sections 9, 10, 13, 15 through 19, 21, and 22, the provisions of Section 23 that describe the effects of termination, Section 24, the customer's obligation to pay fees accrued before termination, and any other provision that by its nature should survive, survive any termination or expiration of these terms, cancellation of the service, or closure of the customer's account. The Business Associate Agreement continues to govern any protected health information that Happy Light Tech still holds after termination.

22. Contact

Sales: sales@happylight.techSupport: support@happylight.techBilling: billing@happylight.techStripe receipts: receipts@happylight.techAffiliates: affiliates@happylight.tech

23. Term and Termination

Term. These terms start when the customer first accepts them and continue month to month. The subscription renews automatically for successive monthly billing periods until it is canceled or terminated under this section.

Cancellation by the customer. The customer may cancel at any time through the dashboard cancellation workflow or by written notice to billing@happylight.tech. Cancellation takes effect at the end of the current billing period, and the service continues until then.

Termination by Happy Light Tech. Happy Light Tech may terminate these terms and the service:

• for convenience, on at least 30 days' written notice;
• on written notice, if the customer materially breaches these terms or another accepted document and does not cure the breach within 10 days after receiving written notice of it;
• on written notice, if the customer does not pay amounts due;
• on written notice, if the customer violates Section 12 or the Acceptable Use Policy; or
• on written notice, if continuing to provide the service would violate law or a legal requirement that applies to Happy Light Tech.

Termination by the customer for breach. The customer may terminate these terms on written notice if Happy Light Tech materially breaches these terms and does not cure the breach within 10 days after receiving written notice of it. As stated in Section 9, inaccurate or incomplete AI output is not, by itself, a breach.

Suspension under Section 12 or the Recurring Payment Authorization is not termination.

Effects of termination. When termination or cancellation takes effect:

• AI answering for the customer stops, and Happy Light Tech has no obligation to answer calls forwarded to the AI answering number. The customer must remove all forwarding to the AI answering number before the effective date, and Happy Light Tech may release or reassign the number afterward.
• The customer's access to clinic features ends, and the customer is responsible for revoking the Open Dental CustomerKey used for the service.
• On written request made within 30 days after termination, Happy Light Tech will make the customer's call records held in the service available for export in a commercially reasonable format.
• Within 60 days after that 30-day period ends, Happy Light Tech will delete the customer's data held in the service, except data in backups, which is deleted when those backups expire on their normal cycle, and records that Happy Light Tech must keep to meet legal obligations. The Business Associate Agreement governs the return or destruction of protected health information and controls if it differs from this paragraph.
• Prepaid fees are non-refundable, except as stated in Sections 6 and 16, in this section, in the Activation and Refund Policy, or where required by law.
• Unused purchased minute credits expire, except that if Happy Light Tech terminates for convenience, or the customer terminates because of Happy Light Tech's uncured material breach, Happy Light Tech will refund unused purchased minute credits in proportion to the unused minutes of each credit at the price paid, together with the prepaid monthly fee for the part of the current billing period after the termination date.
• Amounts accrued before termination remain due.

24. General Provisions

Entire agreement and order of precedence. These terms, the accepted Order Form or billing snapshot, the Business Associate Agreement, and the other documents the customer accepts through the clickwrap workflow form the entire agreement between the parties about the service and replace all prior or contemporaneous proposals, statements, and understandings about it. If these documents conflict, they apply in this order: (1) the Business Associate Agreement; (2) the accepted Order Form; (3) these terms; and (4) the other policies and documents.

Severability. If a court or arbitrator holds any provision of these terms invalid or unenforceable, that provision will be enforced to the maximum extent permitted and modified only as much as needed to make it enforceable, and the remaining provisions remain in effect.

No waiver. A failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only if it is in writing.

Assignment. Happy Light Tech may assign or transfer these terms, in whole or in part, without the customer's consent, to an affiliate or to a successor in a merger, acquisition, reorganization, or sale of all or substantially all of the business or assets to which these terms relate. The customer may not assign or transfer these terms without Happy Light Tech's prior written consent. Any other attempted assignment is void. These terms bind and benefit the parties and their permitted successors and assigns.

Notices. Happy Light Tech may give notices to the customer by email to the account owner or billing contact on file, or through the dashboard. The customer gives notices to Happy Light Tech by email to support@happylight.tech (or billing@happylight.tech for billing matters); formal legal notices, such as notices of breach, termination, or a dispute, must also be sent in writing to Happy Light Tech's principal office address on file with the California Secretary of State. An email notice is given when sent, unless the sender receives a delivery failure message; a mailed notice is given when delivered.

Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, government action, power or internet failures, and outages of carriers or other third-party providers. This paragraph does not excuse the customer's obligation to pay amounts due or either party's obligations under the Business Associate Agreement.

Independent contractors. The parties are independent contractors. These terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

No third-party beneficiaries. These terms are for the benefit of the parties only, except for the indemnified persons named in Section 18. Patients, callers, and other third parties have no rights under these terms.