These Provider Portal Terms ("Provider Terms") apply to healthcare professionals, clinical staff, administrators, and other authorized users ("Provider Users") who access or use Oral Genome Corp.'s ("Oral Genome," "we," or "us") provider-facing web portal ("Provider Portal"). The Provider Portal is made available to a Provider User's practice, dental support organization, health system, or other organization ("Organization") in connection with the Services that Oral Genome provides to the Organization or its affiliate under a Master Services Agreement and, where applicable, a Business Associate Agreement and Data Processing Addendum (collectively, the "Enterprise Agreements"). These Provider Terms are a separate agreement between Oral Genome and the individual Provider User, supplement Oral Genome's Privacy Policy (available at https://www.oralgenome.com/privacy-policy ) and Terms of Use (available at https://www.oralgenome.com/terms-of-use ), and govern matters pertaining to the Provider User's account and individual conduct. These Provider Terms do not modify, expand, or limit the rights or obligations of Oral Genome or the Organization under any Enterprise Agreement.
2. Account Security
My Provider Portal account is personal to me and is associated with a unique user identification and password. I am responsible for maintaining the confidentiality and security of my login credentials and will not share my credentials or permit another individual to use my account.
I will immediately notify my organization or, where applicable, Oral Genome, if I become aware of suspected unauthorized access, disclosure, loss of credentials, or another security incident involving my account or the Provider Portal.
3. Patient Information and Privacy
I understand that the Provider Portal may contain personal information, protected health information, test results, and other information relating to patients (collectively, "Patient Information"), and that Oral Genome's collection, use, and disclosure of Patient Information in connection with the Services is governed by the Enterprise Agreements between Oral Genome and my Organization, including any applicable Business Associate Agreement (with respect to protected health information) and Data Processing Addendum (with respect to other personal information).
I agree to access, use, and disclose Patient Information only to the minimum extent necessary to perform my role, and only as permitted by applicable law, my professional obligations, my Organization's policies, and the Enterprise Agreements governing my Organization's use of Oral Genome.
Where patient authorization, consent, notice, or other permission is required for the collection, testing, use, or disclosure of patient information, I understand that my organization and/or I, as applicable, are responsible for ensuring the appropriate requirements have been satisfied.
I will not access Patient Information or other information available through the Provider Portal unless I am authorized by my Organization or the applicable patient to do so, and I will not access, download, or attempt to make such information available from outside the United States except as expressly permitted by my Organization's applicable agreement with Oral Genome. I will not download, disclose, transmit, reproduce, or otherwise use Patient Information obtained through the Provider Portal for an unauthorized purpose, and will not attempt to re-identify any de-identified or aggregated data.
Without limiting the foregoing, I will not: (a) use Patient Information to market products or services to patients without their prior authorization; (b) use Patient Information to train, develop, or improve any artificial intelligence, machine learning, or similar algorithmic system without express authorization from my Organization and, where required, the applicable patient; or (c) sell, license, or otherwise transfer Patient Information to any third party.
4. Oral Genome Screening Results
I understand that Oral Genome provides saliva-based screening information intended solely to support clinical assessment, patient education, preventive care, and healthcare decision-making, and that such information is not intended to serve as the primary or sole basis for any clinical diagnosis, treatment plan, or patient care decision.
Oral Genome screening results do not and are not intended, by themselves, to diagnose, treat, cure, or prevent any disease or medical condition, have not been cleared or approved by the U.S. Food and Drug Administration for diagnostic use, and are not a substitute for professional clinical judgment, examination, diagnostic testing, or other appropriate evaluation.
I am solely responsible for independently exercising appropriate professional judgment in the interpretation, clinical application, and use of information presented or obtained through the Provider Portal. I acknowledge that Oral Genome shall not be liable for any clinical decision I make in reliance on such information.
Oral Genome makes no representation or warranty, express or implied, regarding the accuracy, completeness, reliability, or timeliness of any screening results, data, or other information made available through the Provider Portal. The information provided through the Provider Portal is offered on an "as is" and "as available" basis and is intended solely as a supplemental resource. Oral Genome expressly disclaims any liability arising from a Provider User's reliance on, interpretation of, or clinical decisions based on information obtained through the Provider Portal.
5. Organizational Access
If my Provider Portal account is associated with a dental practice, medical practice, health system, dental support organization, employer, research organization, or other participating organization, I understand that my access may be subject to permissions established by that organization.
Depending on my assigned role, authorized administrators within my organization may manage my account, permissions, organizational affiliation, location access, and other administrative settings.
My access may be modified, suspended, or terminated if I am no longer authorized by the applicable Organization, if my Organization's Enterprise Agreements with Oral Genome terminate or expire, or if Oral Genome reasonably determines that continued access presents a privacy, security, legal, or compliance concern, or violates these Provider Terms as described in Section 10 below.
6. Accuracy of Information
I agree to provide accurate information during registration and to maintain accurate account and professional information.
I will not knowingly enter, upload, associate, or submit inaccurate patient information or knowingly associate screening results with the wrong patient.
7. Privacy Policy, Terms of Use, and Enterprise Agreements
I acknowledge that my use of the Provider Portal is also subject to Oral Genome's Privacy Policy (available at https://www.oralgenome.com/privacy-policy ) and Terms of Use (available at https://www.oralgenome.com/terms-of-use ), as may be updated by Oral Genome from time to time.
To the extent my Organization has entered into a separate agreement with Oral Genome, including a master services agreement, statement of work, data processing agreement, business associate agreement, subcontractor business associate agreement, or similar agreement (collectively, the "Enterprise Agreement"), that Enterprise Agreement governs the Organization's rights and obligations, and the use and handling of Patient Information through the Provider Portal, as between Oral Genome and the Organization. These Provider Terms do not amend, supersede, or narrow any Enterprise Agreement, and nothing in these Provider Terms shall be construed to grant Oral Genome or the Organization any right, or relieve either of any obligation, beyond what is set forth in the applicable Enterprise Agreement.
If there is a conflict between these Provider Terms and an applicable Enterprise Agreement with respect to a matter the Enterprise Agreement addresses (such as the handling of protected health information or personal information), the Enterprise Agreement will control to the extent provided in that agreement. These Provider Terms otherwise govern matters applicable to the Provider User's individual account and conduct that are not addressed by an Enterprise Agreement.
8. Monitoring and Security
I understand that Oral Genome may maintain appropriate records of Provider Portal access and activity for security, compliance, troubleshooting, audit, and operational purposes, subject to applicable law and Oral Genome's Privacy Policy. Such records may include login timestamps, pages accessed, data viewed or downloaded, IP addresses, and other session metadata.
I agree not to attempt to circumvent security controls, access information outside the scope of my authorization, interfere with operation of the Provider Portal, introduce malicious code or automated scripts, or permit unauthorized access to the Provider Portal.
9. License; Ownership
Subject to my compliance with these Provider Terms and my Organization's Enterprise Agreements, Oral Genome grants me a limited, personal, non-exclusive, non-transferable, revocable right to access and use the Provider Portal solely for the authorized purposes described in Section 1.
The Provider Portal, including its underlying software, testing platform, algorithms, scoring methodologies, and all related intellectual property, is owned by Oral Genome or its licensors. Except for the limited access right granted in this Section, no right, title, or interest in the Provider Portal is transferred to me. I will not copy, modify, reverse engineer, decompile, scrape, or create derivative works of the Provider Portal, or use it to build a competing product or service.
10. Suspension and Termination
In addition to Section 5 above, Oral Genome may suspend or terminate my access to the Provider Portal, with or without notice, if I violate these Provider Terms, if my continued access poses a security, legal, or compliance risk, or if required by applicable law. I may stop using the Provider Portal at any time by notifying my Organization's administrator.
The version of these Provider Terms in effect at any given time is the version identified by the Last Updated date appearing above. A given version of these Provider Terms becomes effective and binding on me, as an individual Provider User, at the moment I select "I Agree" (or otherwise affirmatively accept) with respect to that version, and that version governs my access to and use of the Provider Portal from that point forward until superseded by a subsequent version I accept in accordance with Section 13.
Upon suspension or termination of my access, my right to access Patient Information through the Provider Portal will be immediately revoked, and I will no longer be able to view, download, or use Patient Information through my account. Suspension or termination of my individual access does not affect my Organization's rights under its Enterprise Agreement with Oral Genome, including the Organization's continued access to Patient Information and historical data as provided in such agreement.
11. Disclaimer of Warranties
THE PROVIDER PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ORAL GENOME DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. THIS DISCLAIMER DOES NOT AFFECT ANY WARRANTY EXPRESSLY PROVIDED BY ORAL GENOME TO MY ORGANIZATION UNDER AN ENTERPRISE AGREEMENT.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, ORAL GENOME WILL NOT BE LIABLE TO ME FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, ARISING OUT OF OR RELATING TO MY USE OF THE PROVIDER PORTAL, EVEN IF ORAL GENOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION DOES NOT LIMIT ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, AND DOES NOT AFFECT ANY LIABILITY ALLOCATION BETWEEN ORAL GENOME AND MY ORGANIZATION UNDER AN ENTERPRISE AGREEMENT, WHICH GOVERNS SEPARATELY AND EXCLUSIVELY AS BETWEEN THOSE PARTIES.
13. Changes to These Provider Terms
Oral Genome may update these Provider Terms from time to time. Provider Users will be notified through the Provider Portal of any updates or changes to the Provider terms and will require affirmative re-acceptance of the updated Provider Terms before further use. Continued use of the Provider Portal following a non-material update constitutes acceptance of the updated terms.
14. Governing Law and Disputes
These Provider Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to choice of law principles. Any dispute arising out of or relating to these Provider Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and I irrevocably consent to the jurisdiction and venue of such courts. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE PROVIDER TERMS.
By selecting "I Agree" and creating or continuing to use my Provider Portal account, I acknowledge that I have read and agree to these Provider Portal Terms and Oral Genome's Privacy Policy and Terms of Use.