LEGAL DISCLAIMER & TERMS AND CONDITIONS

DEFINITIONS AND INTERPRETATION

In these Terms, the following defined terms apply throughout:

"Taproot," "we," "us," or "our" means Virello AI Technology Inc., a corporation incorporated under the laws of Canada, including its directors, officers, employees, agents, contractors, and affiliates.

"Site" means the Taproot website at https://taprootdental.com, as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto.

"Services" means all products, features, and services provided by Taproot through or in connection with the Site, including the AI Services, the Consultation Feature, the Matching Service, the dental bill analysis tools, and any related functionality.

"Content" means all blog posts, articles, images, videos, infographics, AI-generated responses, educational materials, comments, and any other materials published on or through the Site.

"AI Services" means any features, tools, applications, or functionalities provided through the Site that utilize artificial intelligence, machine learning, deep learning, computer vision, large language models (LLMs), natural language processing (NLP), or similar technologies. This includes, but is not limited to, conversational agents, automated document and data analysis, text and content generation, and any algorithms used to process user inputs to generate predictive, analytical, or synthesized outputs.

"Consultation Feature" means the feature allowing visitors to schedule a call, video session, or other communication with a Taproot contractor for general educational discussion.

"Content Contributor" means any individual engaged by Taproot as an independent contractor to create, review, or contribute Content for the Site, including any former dental professionals.

"Released Parties" means Taproot, Virello AI Technology Inc., and each of their respective directors, officers, employees, agents, contractors, Content Contributors, affiliates, licensors, AI technology providers (including third-party processors such as Google Vertex AI), and any other parties involved in creating, producing, or delivering the Site, the Services, or the Content.

"you" or "your" means the individual accessing the Site, or, if such individual is accessing the Site on behalf of an entity, both the individual and the entity.

"Account" means a registered user profile created through the Site.

"Matching Service" means the patient advocacy and clinic referral service provided by Taproot, through which Taproot evaluates dental clinics and matches users with a recommended clinic based on the user's stated needs, priorities, geographic parameters, and other relevant factors communicated by the user through the Site's intake process. The Matching Service does not constitute the practice of dentistry, a clinical referral, or a professional recommendation by a currently licensed dental professional.

"Matched Clinic" means any dental clinic, dental practice, oral health professional, or other third-party dental service provider to whom Taproot directs or recommends a user as part of the Matching Service.

"Referral Fee" means a fee, commission, or other form of compensation paid or payable by a Matched Clinic to Taproot or Virello AI Technology Inc. in connection with a successful match facilitated through the Matching Service. The existence and general nature of the Referral Fee arrangement is disclosed to users as part of Taproot's value proposition and is set out in further detail in Section 4 of these Terms.

"Dental Dollar Audit" means the optional supplementary service through which a Taproot contractor who is a former dental professional reviews a user's submitted dental invoice, treatment plan, or billing statement and provides general educational commentary on the billing codes, fees, and charges reflected therein. The Dental Dollar Audit is subject to all disclaimers applicable to the Consultation Feature and the additional disclaimers set out in Section 5 of these Terms.

"Intake Form" means the digital questionnaire and form available on the Site through which users submit personal information, dental concerns, treatment preferences, geographic parameters, and other relevant details for the purpose of initiating the Matching Service.

The terms 'Disclaimer,' 'Terms of Service,' 'Terms of Use,' and 'Terms' are used interchangeably throughout this document and together constitute a single legal instrument.

1. NO PROFESSIONAL DENTAL, MEDICAL, HEALTH, OR LEGAL ADVICE

The Content is provided for general informational and educational purposes only. Nothing on this website constitutes, or is intended to constitute, professional dental advice, medical advice, health care advice, diagnosis, treatment recommendations, or any other form of professional guidance.

The Content is not a substitute for professional dental or medical advice, examination, diagnosis, or treatment. You should never disregard, delay, or avoid seeking professional dental or medical advice from a qualified, licensed health care provider because of something you have read on this website, received from the AI Services, or discussed during a consultation session. If you have or suspect you have a dental or medical condition or emergency, contact your dentist, physician, or local emergency services immediately.

Without limiting the foregoing, the Content does not constitute, and is not intended to constitute, any form of:

• Professional dental advice, clinical assessment, or treatment planning;
• Medical advice, health care advice, or allied health guidance;
• Diagnosis of any dental, oral, or systemic condition;
• Recommendation to commence, alter, or discontinue any dental treatment, medication, or health intervention;
• Second opinion on any clinical finding, radiograph, chart, or treatment recommendation made by a licensed dental or medical professional;
• Interpretation of dental radiographs, periodontal charts, intraoral photographs, or any other clinical records;
• Financial, insurance, or legal advice regarding dental billing, insurance claims, or coverage disputes.

No dentist-patient relationship, physician-patient relationship, or any professional–client relationship of any kind is created by your access to or use of this website, its Content, the AI Services, the Consultation Feature, or any other Service.

1.1 Content Contributor Disclosure and Contractor Status

Certain Content on this website is contributed by one or more independent contractors who may hold academic dental degrees (such as DDS, DMD, or equivalent) and who may have previously held dental licences. You expressly acknowledge and agree to the following:

• Content Contributors are engaged by Taproot as independent contractors and are not employees of Virello AI Technology Inc. or Taproot. No employment relationship, agency relationship, partnership, or joint venture exists between Taproot and any Content Contributor by virtue of their contributions to the Site.
• Content Contributors who are former dental professionals are not currently licensed, registered, or authorized to practise dentistry or any regulated health profession in any province, territory, or jurisdiction in Canada or elsewhere, unless explicitly stated otherwise.
• An academic dental degree (DDS, DMD, or equivalent) is an academic credential and does not, in and of itself, confer a current right to practise dentistry. Any reference to a Content Contributor's educational background or past clinical experience is provided solely for informational and biographical context and does not imply or represent current licensure or professional standing.
• The word "Dr." used in connection with any Content Contributor refers exclusively to an earned academic doctorate and does not represent a claim of current professional registration or authorization to practise any regulated health profession.
• Content contributed by a former dental professional does not constitute the practice of dentistry, even where such Content discusses clinical procedures, dental anatomy, treatment modalities, or oral health topics, because the Content is general educational information and is not directed at any specific patient or clinical situation.
• Taproot assumes editorial control of all Content. Statements made by Content Contributors represent general educational commentary and do not constitute the independent professional judgment of a currently practising regulated health professional.

IF YOU BELIEVE YOU ARE EXPERIENCING A DENTAL EMERGENCY OR ANY MEDICAL EMERGENCY, CALL 911 OR YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY. DO NOT RELY ON THIS WEBSITE, THE AI AGENT, OR ANY CONSULTATION SESSION FOR EMERGENCY GUIDANCE OF ANY KIND.

2. CONSULTATION BOOKING FEATURE

This website provides a feature allowing visitors to schedule a call, video session, or other form of communication with a Taproot contractor (the "Consultation Feature"). The following disclaimers apply specifically to any session booked or conducted through or in connection with the Consultation Feature, in addition to all other provisions of these Terms.

2.1 Nature of Consultations

Any session booked through the Consultation Feature is strictly an educational information session and does not constitute the practice of dentistry, the provision of dental or medical advice, or the formation of any professional-client relationship. During any such session, the contractor may share general information, publicly available research, health literacy guidance, and personal commentary based on past experience. Nothing communicated during a consultation constitutes:

• A clinical diagnosis of any oral, dental, or systemic condition;
• A treatment plan or recommendation tailored to your specific dental or medical circumstances;
• An interpretation of your radiographs, clinical records, or laboratory results;
• A second opinion on the clinical judgment of your treating dentist or physician;
• Authorization to commence, alter, or discontinue any treatment or medication;
• Financial or insurance advice regarding dental billing disputes, coverage entitlements, or claims.

2.2 Former Licensure Status — Explicit Notice

You expressly acknowledge that the contractor providing consultations may be a former licensed dentist who is not currently registered with any dental regulatory authority in Canada or elsewhere. The contractor is not authorized to practise dentistry in any province or territory. Any session you book is with a private individual providing general health education, not with a currently licensed dental professional. You are encouraged to consult a currently licensed dentist registered in your province for any individualized clinical matter.

2.3 No Ongoing Relationship or Duty of Care

The completion of a consultation session does not create any ongoing professional relationship, duty of care, fiduciary obligation, or obligation on the part of Taproot or the contractor to provide follow-up, monitor your health, or respond to subsequent inquiries. Taproot and the contractor reserve the right to decline or terminate any consultation session at any time and for any reason, without liability.

2.4 Recording and Confidentiality

Unless otherwise agreed in writing, sessions conducted through the Consultation Feature are not recorded by Taproot or the contractor. You are prohibited from recording any consultation without the prior written consent of Taproot. Any notes or records generated by you from a consultation are your sole responsibility and are subject to all disclaimers set out in this document. Taproot makes no guarantees of confidentiality with respect to the content of consultation sessions.

2.5 Assumption of Risk for Consultations

By booking and participating in a consultation, you expressly acknowledge and accept the risk that the general educational information discussed may not be applicable to your specific dental or medical situation, and that acting on such information without independent verification by a currently licensed professional may result in harm. You release and discharge the Released Parties from all claims arising from or related to any consultation session.

3. THE MATCHING SERVICE

The Matching Service is a patient advocacy and educational navigation service. Taproot uses the information provided by users through the Intake Form and any subsequent communications to identify and recommend one or more Matched Clinics that Taproot believes, based on general research and available information, may be suited to the user's stated needs and priorities.

The Matching Service does not constitute, and shall not be construed to constitute:

• A clinical referral, medical referral, or professional referral of any kind by a currently licensed dental or medical professional;
• A guarantee, warranty, or representation that a Matched Clinic is the best, most qualified, most appropriate, or most cost-effective option for the user's specific dental needs;
• An endorsement, certification, or accreditation of any Matched Clinic, its staff, its facilities, its equipment, or its clinical outcomes;
• A second opinion, clinical assessment, or evaluation of the user's specific dental condition, treatment plan, or radiographs;
• A guarantee of treatment outcomes, patient satisfaction, or clinical results at any Matched Clinic;
• The practice of dentistry or any regulated health profession.

3.1 Basis of Matching Recommendations

Taproot's matching recommendations are based on general research into a clinic's publicly available information, stated credentials, continuing education activities, equipment, and clinical philosophy, as communicated to Taproot through outreach, publicly available sources, or direct contact with the clinic. Users acknowledge and agree that:

• Taproot cannot independently verify all information provided by clinics and does not guarantee the accuracy, completeness, or currency of any information on which a matching recommendation is based;
• Taproot's research and evaluation process is not a formal audit, accreditation process, or regulatory inspection;
• Clinic information, credentials, staff, equipment, and practices may change after a matching recommendation is made, and Taproot assumes no obligation to monitor or update recommendations following delivery;
• The user is solely responsible for conducting their own due diligence regarding any Matched Clinic before proceeding with treatment, including verifying credentials, licensing status, and insurance coverage with the applicable dental regulatory authority.

3.2 No Guarantee of Availability or Acceptance

A matching recommendation does not guarantee that a Matched Clinic will accept the user as a patient, will be available within any particular timeframe, or will be able to provide the specific treatment the user is seeking. Taproot makes no representations regarding clinic availability, waitlists, or capacity.

3.3 Service Timeline

Taproot will use commercially reasonable efforts to deliver a matching recommendation within approximately seven (7) to fourteen (14) business days of receiving sufficient information from the user through the Intake Form and any follow-up communications. Taproot makes no guarantee of any specific timeline and shall not be liable for any delays in delivering a matching recommendation, regardless of the cause. Time estimates communicated to users through marketing materials, the Site, or automated email communications are estimates only and do not constitute contractual commitments.

3.4 Limitation of Liability for Matched Clinic Services

The Released Parties shall not be liable for any act, omission, negligence, misconduct, malpractice, error, or failure of any Matched Clinic, its staff, or its contractors, including but not limited to:

• Any dental treatment, procedure, or intervention performed or recommended by a Matched Clinic;
• Any adverse clinical outcome, complication, injury, or harm arising from treatment at a Matched Clinic;
• Any billing dispute, overcharge, insurance claim denial, or financial harm arising from dealings with a Matched Clinic;
• Any breach of privacy, data security incident, or unauthorized disclosure of personal health information by a Matched Clinic;
• Any misrepresentation made by a Matched Clinic to Taproot or to the user regarding its credentials, capabilities, equipment, or fees.

The user's relationship with any Matched Clinic, including any dental treatment received, is solely between the user and that clinic. Taproot is not a party to any agreement between the user and a Matched Clinic and assumes no liability arising therefrom.

3.5 User Responsibility

The user acknowledges that the quality and accuracy of any matching recommendation is dependent on the completeness and accuracy of the information provided by the user through the Intake Form and any follow-up communications. Taproot shall not be liable for any matching recommendation that is based on incomplete, inaccurate, or misleading information provided by the user.

4. REFERRAL FEE DISCLOSURE

4.1 Disclosure of Commercial Arrangement

In connection with the Matching Service, Taproot may receive a Referral Fee from a Matched Clinic when a user is successfully connected with that clinic. By using the Matching Service, you expressly acknowledge and agree that:

• Taproot has a commercial financial interest in connecting users with clinics that participate in Taproot's referral network;
• The existence of a Referral Fee arrangement does not, in and of itself, mean that a Matched Clinic is not appropriate for your needs — Taproot's referral network is limited to clinics that Taproot has independently assessed as meeting a standard that Taproot, in its sole discretion, considers appropriate for the relevant treatment category;
• The Referral Fee is paid by the Matched Clinic and does not result in any additional cost to the user — the Matching Service is provided to users at no direct charge;
• Taproot does not disclose the specific amount of any Referral Fee to users, as fee amounts are commercially sensitive and negotiated individually with each clinic;
• Despite the existence of the Referral Fee arrangement, Taproot represents that its matching recommendations are made in good faith based on the user's stated needs and Taproot's general research into clinic capabilities.

4.2 No Exclusive Relationships

Taproot does not guarantee exclusivity to any Matched Clinic and may recommend different clinics to different users based on their individual needs, geographic location, and stated priorities. The inclusion of a clinic in Taproot's referral network does not constitute an endorsement, partnership, or formal affiliation with that clinic.

4.3 User's Right to Independent Selection

Nothing in these Terms prevents a user from seeking dental care from any provider of their choosing. Taproot's matching recommendation is advisory only, and the user is under no obligation to proceed with the Matched Clinic recommended by Taproot. Users are encouraged to conduct independent research and consult with multiple providers before making any dental treatment decisions.

5. DENTAL DOLLAR AUDIT SERVICE

The Dental Dollar Audit is an optional supplementary service available to eligible users, through which a Taproot contractor who is a former dental professional reviews a user's submitted dental invoice, treatment plan, or billing statement and provides general educational commentary. The following disclaimers apply to all Dental Dollar Audit services, in addition to all other provisions of these Terms:

• The Dental Dollar Audit is a general educational service and does not constitute a formal audit, legal review, insurance claim assessment, or professional opinion of any kind;
• Commentary provided through the Dental Dollar Audit reflects general knowledge of dental billing practices, dental procedure codes, and dental fee guides, and does not constitute legal advice, financial advice, insurance advice, or a determination of whether any specific charge is appropriate, excessive, fraudulent, or compliant with any applicable fee guide or insurance policy;
• The contractor providing a Dental Dollar Audit is a former dental professional who is not currently licensed to practise dentistry. Commentary is provided in a personal, educational capacity only;
• The Dental Dollar Audit does not create a dentist-patient relationship, professional-client relationship, or any other regulated professional relationship between the user and the contractor or Taproot;
• Users must not use commentary provided through the Dental Dollar Audit as the sole basis for disputing a dental bill, initiating an insurance claim, making a formal complaint to a regulatory authority, or commencing legal proceedings against a dental provider;
• Taproot makes no representation that commentary provided through the Dental Dollar Audit is accurate, complete, current, or applicable to the user's specific circumstances, insurance plan, province of treatment, or applicable fee guide.

5.1 Document Submission and Privacy

Users who submit dental invoices, treatment plans, or billing statements for the Dental Dollar Audit must ensure that all third-party personal information (including the name, address, and provider number of the treating dentist or dental clinic) is redacted prior to submission, unless the user has obtained explicit consent from such third parties for disclosure. Users assume full responsibility for obtaining any required consents and for any privacy obligations arising from the submission of documents containing third-party personal information. Taproot's handling of submitted documents is governed by the Privacy Policy and the data retention provisions set out in Section 7 of these Terms.

5.2 Availability

The Dental Dollar Audit is offered at Taproot's sole discretion and may be limited to certain users, subscription tiers, or promotional periods. Taproot reserves the right to discontinue, modify, or restrict the Dental Dollar Audit service at any time without notice.

6. ARTIFICIAL INTELLIGENCE AND SOFTWARE SERVICES

This website incorporates artificial intelligence tools, software applications, and conversational agents (the "AI Services") to provide automated analysis, content generation, and related data processing features. The AI Services are powered by complex algorithms, large language models, and third-party artificial intelligence infrastructure providers. The following disclaimers apply specifically and in full force to any use of or interaction with the AI Services, software tools, and any resulting AI-generated outputs, in addition to all other provisions of these Terms.

6.1 Nature of AI-Generated Responses and Analysis

The AI Services are software tools. They do not possess professional qualifications, licensure, clinical training, or professional judgment. All content, analysis, estimations, and general information provided through the AI Services and the Services represent "best estimates" generated by automated probabilistic processes based on combinations of publicly available data, historical trends, and aggregated statistics. Responses and analysis generated by the AI Services:

• Are produced by automated probabilistic processes, not by a licensed dental, medical, financial, or legal professional;
• Are not reviewed, supervised, or approved by Taproot, any Content Contributor, or any licensed professional prior to delivery;
• May be incomplete, inaccurate, outdated, or inappropriate for your specific circumstances;
• Cannot account for your personal health history, current medications, allergies, clinical findings, or any other individualized factors;
• Do not constitute a diagnosis, clinical assessment, treatment recommendation, second opinion, financial advice, or legal advice;
• May not accurately reflect real pricing, current dental fee guides, medical procedure codes, or current facts.

6.2 Hallucination and AI Error Risk

AI systems are known to generate outputs that may appear authoritative but are factually incorrect, fabricated, or misleading — a phenomenon commonly referred to in the technical literature as "hallucination." You expressly acknowledge that the AI Services may produce:

• Inaccurate or fabricated clinical facts, statistics, citations, or dental fee information;
• Outdated information that does not reflect current standards of dental or medical care, current fee guides, or current insurance policies;
• Responses that appear clinically or financially plausible but are incorrect or contraindicated for your situation;
• Content that conflicts with the advice of your treating dental or medical professional, your insurance provider, or applicable regulatory guidance.

6.3 Independent Verification Required

You acknowledge and agree that it is your sole responsibility to independently verify the accuracy and applicability of any information provided by the AI Services or any other Service with a currently licensed dental or medical professional, financial advisor, or legal advisor, as applicable, before taking any action based thereon. You should not use AI-generated outputs as a definitive basis for negotiations, formal appeals, insurance claims, or binding agreements with any third-party providers or institutions. Taproot makes no representations, warranties, or guarantees regarding the absolute accuracy, completeness, or reliability of its AI outputs.

6.4 No Professional Relationship via AI Services

Your use of the AI Services does not create, and shall not be construed to create, a dentist-patient relationship, physician-patient relationship, professional-client relationship, or fiduciary relationship of any kind between you and Taproot, Virello AI Technology Inc., any Content Contributor, or any other party.

6.5 Data Submitted to the AI Services

Any information you voluntarily submit to the AI Services, including descriptions of symptoms, dental history, medications, personal health information, or dental bills, may be processed by third-party AI infrastructure providers and is subject to the terms of Taproot's Privacy Policy and applicable privacy legislation. Taproot strongly recommends that you do not submit identifiable personal health information to the AI Services. You assume full responsibility for any personal or sensitive health information you choose to submit.

7. USER DOCUMENT UPLOADS

In order to access specific analysis Services, you may be required to upload dental bills, receipts, or treatment plans. By uploading any document, you represent and warrant that you have the legal right to possess and analyze any document you upload. While Taproot employs a strict Zero-Retention architecture and immediately purges documents after analysis, you understand and agree that:

• It is your sole responsibility to manually redact highly sensitive personal identifiers (such as Social Insurance Numbers, bank account numbers, or credit card numbers) prior to uploading;
• Taproot is not liable for any unauthorized access to, interception of, or misuse of documents during the upload or analysis process, to the fullest extent permitted by law;
• Any reliance on the analysis generated from uploaded documents is at your own risk and subject to all disclaimers set out herein.

7.1 Intake Form Data

In addition to document uploads described in Section 7, users who initiate the Matching Service provide personal information, dental history, treatment preferences, and other health-adjacent information through the Intake Form. By submitting the Intake Form, users acknowledge and agree that:

• Information submitted through the Intake Form may be shared with one or more Matched Clinics for the purpose of facilitating the Matching Service, including for the purposes of enabling the Matched Clinic to assess its suitability for the user's needs and to prepare for any initial consultation;
• Users expressly consent to such sharing as a necessary component of the Matching Service. Users may withdraw such consent at any time prior to a match being communicated to the user by contacting Taproot at support@taprootdental.com. Taproot will acknowledge receipt of a withdrawal request within two (2) business days and will use commercially reasonable efforts to process such withdrawal within five (5) business days, provided that withdrawal requests received after Taproot has already shared the user's information with a Matched Clinic cannot be reversed with respect to information already disclosed;
• Information submitted through the Intake Form is subject to Taproot's Privacy Policy and applicable Canadian privacy legislation, including PIPEDA and applicable provincial privacy statutes;
• Users are responsible for ensuring that information submitted through the Intake Form is accurate and complete. Taproot assumes no liability for matching recommendations made on the basis of inaccurate or incomplete information provided by the user.

Taproot retains Intake Form data only for as long as is necessary to fulfill the purposes described in this Section and as further described in the Privacy Policy, or for such additional period as may be required by applicable law or to resolve any disputes arising from the Matching Service.

8. ACCOUNTS AND REGISTRATION

For certain aspects of the Site, you may need to register an Account. To register an Account, you must be at least the age of majority in your province or territory and must provide a valid email address and password (or use an authorized third-party authentication provider such as Clerk). Each Account is personal and non-transferable. If you create an Account, you agree to:

• Maintain the security and confidentiality of your password and login credentials;
• Accept all risks of unauthorized access to your Account data;
• Notify Taproot immediately of any unauthorized use of your Account;
• Keep your Account information accurate and up to date.

All information that you provide to Taproot or its vendors, agents, or partners is subject to Taproot's Privacy Policy or the respective third-party policy.

The Site and Services are not directed to minors. Taproot does not knowingly collect personal information from individuals under the age of majority in their province or territory. If you are under the age of majority in your jurisdiction, you may not use the Site, create an Account, upload documents, interact with the AI Services, or book a consultation. If Taproot becomes aware that it has collected personal information from an individual under the age of majority without verifiable parental or guardian consent, Taproot will take reasonable steps to delete such information promptly.

9. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS

The Content, the AI Services, the Consultation Feature, the Site, the Matching Service, and all Services are provided on an "AS IS" and "AS AVAILABLE" basis, without warranties or representations of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, including the laws of the provinces and territories of Canada and any other jurisdiction from which this Site may be accessed, Taproot expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Any warranty that the Content is accurate, complete, current, reliable, error-free, or suitable for any particular purpose;
• Any warranty that the AI Services will produce accurate, safe, clinically appropriate, or financially reliable responses;
• Any warranty that information communicated during consultation sessions is accurate, current, or applicable to your circumstances;
• Any warranty that the Site or Services will be uninterrupted, secure, or free from viruses, malware, or other harmful components;
• Any warranty arising from course of dealing, usage of trade, or course of performance.

Dental science, medical knowledge, fee schedules, insurance policies, and regulatory frameworks evolve continuously. Taproot makes no representation that any Content reflects the most current research, standards of care, clinical guidelines, fee guides, or regulatory developments. Information that was accurate at the time of writing or generation may become outdated, superseded, or incorrect. Taproot cannot guarantee that information retrieved from third-party websites, government databases, or AI models is current and accurate. Any reliance on the Content and Services is entirely at your own risk.

9.1 Service Timeline Disclaimer

Any timeline estimates communicated to users by Taproot — including through the Site, marketing materials, automated emails, or verbal communications — regarding the delivery of matching recommendations, Dental Dollar Audit commentary, consultation sessions, or any other Service are estimates only and do not constitute contractual commitments, warranties, or representations of any kind. Taproot's ability to deliver Services within any estimated timeline depends on factors outside Taproot's control, including user responsiveness, clinic availability, and the complexity of the user's dental situation. Taproot shall not be liable for any loss, harm, inconvenience, or damage arising from any delay in delivering any Service, regardless of whether such delay exceeds any communicated estimate.

10. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, including the Negligence Act (Ontario), the Negligence Act (British Columbia), or equivalent provincial statutes, and comparable legislation in other jurisdictions, the Released Parties shall not be liable for any:

• Direct, indirect, incidental, special, consequential, exemplary, or punitive damages;
• Damages for loss of profits, revenue, business opportunity, data, goodwill, or other intangible losses;
• Personal injury, pain and suffering, emotional distress, psychological harm, or bodily harm;
• Costs of dental or medical treatment, corrective procedures, or substitute professional consultations;
• Harm arising from reliance on AI-generated responses, including responses that were inaccurate, incomplete, fabricated, or misleading;
• Harm arising from reliance on any content communicated during a consultation session;
• Harm arising from reliance on dental bill analysis, fee comparisons, or market average estimates;
• Harm arising from reliance on a matching recommendation or from treatment received at a Matched Clinic;
• Any other damages, whether arising in contract, tort (including negligence and gross negligence), strict liability, statute, equity, or any other theory of liability.

arising out of or in any way connected with your access to, use of, inability to use, or reliance upon this Site, any of its Content, the AI Services, the Consultation Feature, the Matching Service, or any other Service, even if the Released Parties have been advised of the possibility of such damages.

10.1 Aggregate Liability Cap

In no event shall Taproot's total aggregate liability to you for all damages, losses, and causes of action, whether in contract, tort, or otherwise, exceed the greater of: (a) the amounts actually paid by you to Taproot in the one (1) month immediately preceding the events giving rise to the applicable claim; or (b) fifty Canadian dollars ($50 CAD). This limitation applies regardless of whether the claim is based on warranty, contract, tort, statute, or any other legal theory.

10.2 Consumer Protection Savings Clause

In jurisdictions that do not allow the exclusion or limitation of certain damages (including under Canadian consumer protection statutes such as the Consumer Protection Act, 2002 (Ontario), the Consumer Protection Act (British Columbia), the Consumer Protection Act (Quebec), or equivalent provincial legislation), the liability of the Released Parties shall be limited to the maximum extent permitted by law.

11. ASSUMPTION OF RISK

You expressly acknowledge and agree that your use of this Site and any reliance on its Content, AI-generated outputs, or consultation sessions is entirely at your own risk. You assume full responsibility for any and all risks associated with such use, including but not limited to:

• The risk that AI-generated responses may be inaccurate, fabricated, or clinically inappropriate;
• The risk that dental bill analysis, fee comparisons, or market average estimates may be inaccurate or inapplicable to your specific situation;
• The risk that general educational content may not be applicable to your specific dental or medical circumstances;
• The risk that acting on general information without consulting a licensed dental professional may result in harm;
• The risk that Content was accurate at the time of publication but is no longer current or consistent with prevailing clinical standards;
• The risk that information communicated during a consultation session may be general in nature and inapplicable to your circumstances.
• The risk that a matching recommendation may be based on inaccurate, outdated, or unverified information provided by a Matched Clinic.

You acknowledge that dental and medical conditions are highly individualized, and that general informational content cannot account for your specific health history, current medications, allergies, pre-existing conditions, genetic predispositions, or other personal factors that a licensed dental or medical professional would evaluate in person.

12. INDEMNIFICATION AND HOLD HARMLESS

You agree to indemnify, defend, and hold harmless the Released Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees on a full indemnity or solicitor-and-own-client basis) arising out of or in connection with:

• Your access to or use of this Site, its Content, the AI Services, the Consultation Feature, or any other Service;
• Your reliance on any Content, AI-generated response, dental bill analysis, or information communicated during a consultation for any dental, medical, health-related, financial, insurance, or legal decision;
• Any breach by you of these Terms or applicable law;
• Any violation by you of the rights of any other person or entity;
• Any claim by a third party arising from your use of or reliance on the Content, including disputes between you and your dental provider or insurance company;
• Your upload of any document in violation of Section 7 or in violation of any third party's rights.
• Your use of the Matching Service or reliance on any matching recommendation, including any claim arising from your dealings with a Matched Clinic.

13. PROHIBITED USES

You will not use the Site or Services for any purpose that is unlawful or prohibited by these Terms. Without limiting the foregoing:

• You may not use the Site to reverse-engineer, scrape, or extract pricing data to recreate proprietary fee guides or competitive datasets;
• You may not intentionally interfere with the operation of the Site, upload malicious code, or attempt to gain unauthorized access to the Site or any connected systems;
• You may not use any robot, spider, scraper, crawler, or other automated means to access the Site or Services without Taproot's express written permission;
• Access to the Site from locations where such access is illegal is strictly prohibited.

14. THIRD-PARTY LINKS, SERVICES, REFERENCES, AND PRODUCTS

This Site may contain links to third-party websites (such as insurance providers, government benefit pages, or dental associations) or integrate third-party services (such as Clerk for authentication or Google Vertex AI for AI processing). Such links, integrations, and references are provided solely for informational convenience and do not constitute or imply endorsement, sponsorship, recommendation, or approval by Taproot. Taproot has no control over the content, accuracy, privacy practices, or availability of any third-party website, service, or resource and assumes no responsibility or liability for them.

Any mention of specific dental products, brands, procedures, treatments, techniques, or providers on this website does not constitute a recommendation, endorsement, or guarantee of efficacy, safety, or suitability. Always consult a qualified, currently licensed dental professional before using any dental product or undergoing any dental procedure.

15. USER-GENERATED CONTENT AND COMMENTS

This website may allow users to post comments, questions, reviews, or other content. Any views, opinions, advice, or statements expressed by users or other third parties are solely those of the respective author and do not represent the views or opinions of Taproot. Taproot does not endorse, verify, or guarantee the accuracy, completeness, or reliability of any user-generated content and shall not be liable for any loss, damage, or harm resulting from reliance thereon.

16. OWNERSHIP, PROPRIETARY RIGHTS, AND FEEDBACK

16.1 Intellectual Property

The Site is owned and operated by Virello AI Technology Inc. All Content, visual interfaces, information, graphics, design, compilation, computer code, products, software, and all other elements of the Site (collectively, "Taproot Materials") are the proprietary property of Virello AI Technology Inc. or its third-party licensors and are protected by Canadian copyright law (Copyright Act, R.S.C. 1985, c. C-42), international copyright treaties, trade-mark laws, patent laws, and other applicable intellectual property laws. Unauthorized reproduction, distribution, modification, public display, or use of the Taproot Materials, in whole or in part, without the prior written consent of Taproot is strictly prohibited and may give rise to civil and criminal liability.

16.2 Feedback and Anonymized Data

You agree that Taproot alone shall own all right, title, and interest in and to any feedback, suggestions, or recommendations you provide. By uploading a dental bill or treatment plan, you grant Taproot a perpetual, royalty-free, and non-exclusive right to use the de-identified and anonymized data points (specifically: procedure codes, geographical region/province, and associated fees) extracted from your upload. This data is used solely for aggregating statistical "Market Averages." You acknowledge that this data will be stripped of all Personal Health Information (PHI) and cannot be used to identify you, your dependents, or your specific dental provider.

17. PROFESSIONAL REGULATORY AND JURISDICTIONAL NOTICE

Taproot acknowledges the regulatory frameworks governing the practice of dentistry in Canada and confirms that nothing on this website is intended to circumvent, contravene, or substitute for those frameworks. The regulation of dental and health care professions in Canada includes, without limitation:

• Ontario: Regulated Health Professions Act, 1991, S.O. 1991, c. 18; Dentistry Act, 1991, S.O. 1991, c. 24; and the professional standards of the Royal College of Dental Surgeons of Ontario (RCDSO);
• British Columbia: Health Professions Act, R.S.B.C. 1996, c. 183; and the professional standards of the British Columbia College of Oral Health Professionals (BCCOHP);
• Other provinces and territories: applicable regulated health professions legislation and dental regulatory authority standards.

If you are a currently licensed dental professional accessing this website, your own professional obligations, including those under applicable regulated health professions acts, codes of ethics, and standards of practice, continue to apply to your interpretation and use of the Content. This website does not provide continuing education credits or professional development hours recognized by any regulatory authority.

18. PRIVACY AND DATA COLLECTION

Taproot's collection, use, and disclosure of personal information, including but not limited to health-related information submitted through the AI Services, Consultation Feature, document uploads, Intake Form, or contact forms, is governed by Taproot's Privacy Policy (which is hereby incorporated by reference) and applicable privacy legislation, including:

• Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5;
• Canada's Anti-Spam Legislation (CASL), S.C. 2010, c. 23;
• Quebec's Act Respecting the Protection of Personal Information in the Private Sector (Law 25 / Bill 64), as amended;
• Alberta's Personal Information Protection Act (PIPA), S.A. 2003, c. P-6.5;
• British Columbia's Personal Information Protection Act (BC PIPA), S.B.C. 2003, c. 63;
• Any other applicable provincial privacy legislation.

You are strongly advised not to submit sensitive personal health information through the AI Services or any unsecured channel on this website. Please review Taproot's Privacy Policy for full details on data handling practices.

19. ELECTRONIC COMMUNICATIONS

19.1 Consent to Service Communications.

By using the Services or creating an Account, you consent to receive transactional and service-related electronic communications from Taproot, including intake form confirmations, matching recommendations, account notifications, and other communications necessary for the provision of the Services. These communications are not subject to opt-out as they are necessary for the delivery of the Services you have requested.

19.2 Commercial Electronic Messages and CASL Compliance.

Taproot may send commercial electronic messages (CEMs) to users who have provided express or implied consent in accordance with Canada's Anti-Spam Legislation (CASL), S.C. 2010, c. 23. Taproot will not send CEMs to any person who has not provided the requisite consent under CASL.

19.3 Express Consent.

Where Taproot relies on express consent to send CEMs, such consent will be obtained through a clear and positive opt-in mechanism, such as a subscription form on the Site. Express consent, once obtained, remains valid until withdrawn.

19.4 Implied Consent.

In certain circumstances permitted by CASL, Taproot may rely on implied consent to send CEMs, including where you have an existing business relationship with Taproot arising from your use of the Matching Service or other paid or free Services within the preceding two (2) years, or where you have made an inquiry to Taproot within the preceding six (6) months.

19.5 Content of Commercial Electronic Messages.

All CEMs sent by Taproot will: (i) clearly identify Taproot and Virello AI Technology Inc. as the sender; (ii) include Taproot's contact information; and (iii) include a functional unsubscribe mechanism as required by CASL.

19.6 Unsubscribe.

You may withdraw your consent to receive CEMs at any time by: (i) clicking the unsubscribe link included in any CEM; or (ii) contacting Taproot at support@taprootdental.com with the subject line 'Unsubscribe.' Taproot will process all unsubscribe requests within ten (10) business days of receipt, as required by CASL. Withdrawal of consent to receive CEMs does not affect your consent to receive transactional or service-related communications as set out in Section 19.1.

19.7 Electronic Record.

You agree that all agreements, notices, disclosures, and other communications that Taproot provides to you electronically satisfy any legal requirement that such communications be in writing.

20. AVAILABILITY, MODIFICATION, AND TERMINATION

Taproot may make changes to, suspend, or discontinue any of the media, Content, features, or Services available from the Site at any time, for any reason, and without notice. Use of the Site requires an internet connection; Taproot is not responsible for any data charges or network failures.

Taproot, in its sole discretion and for any or no reason, may terminate your Account or your access to the Services at any time, with or without notice. Taproot reserves the right to access, read, preserve, and disclose any information it reasonably believes is necessary to satisfy any applicable law, enforce these terms, or protect the rights, property, or safety of Taproot and the public.

21. GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

These Terms, and any disputes arising out of or in connection with this Site, the Services, or the Content shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any principles of conflicts of law.

The parties will negotiate in good faith to resolve any dispute. Should any dispute not be resolved, you irrevocably submit to the exclusive jurisdiction of the courts located in British Columbia, Canada, and the Federal Court of Canada, as applicable, for the resolution of any disputes arising hereunder. You waive any objection to the jurisdiction or venue of such courts, including on the grounds of forum non conveniens. You hereby consent and submit to the personal jurisdiction of such courts.

Notwithstanding the foregoing, Taproot reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

21.1 International Users.

This Site is operated from Canada. Taproot makes no representation that the Site, its Content, or the Services are appropriate or available for use in locations outside Canada. Access to the Site from territories where its content or Services are illegal is strictly prohibited. Users who access the Site from outside Canada do so on their own initiative and are solely responsible for compliance with local laws.

21.2 United States Users.

If you are accessing the Site from the United States, you acknowledge that: (i) dental referral and patient brokering laws vary by state and Taproot does not represent that the Matching Service complies with the dental referral laws of any specific US state; (ii) your use of the Matching Service does not create any rights under US federal or state healthcare laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) or analogous state statutes, and Taproot makes no representation that its Referral Fee arrangements comply with any US federal or state law; (iii) any disputes arising from your use of the Site are governed by British Columbia law as set out in Section 21, subject to any mandatory consumer protection rights available to you under the laws of your jurisdiction that cannot be contractually waived.

22. WAIVER OF CLASS ACTION AND JURY TRIAL

To the fullest extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative action or proceeding. The arbitrator or judge may award relief only in favour of the individual party seeking relief. You further waive, to the fullest extent permitted by law, any right to a trial by jury in any legal proceeding arising out of or relating to these Terms, the Site, the Services, or the Content.

23. LIMITATION PERIOD FOR CLAIMS

You agree that any cause of action brought by you against Taproot or any of the Released Parties arising out of or related to these Terms, the Site, or the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. This limitation period applies to the fullest extent permitted by applicable law.

24. SEVERABILITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable, or if modification is not possible, shall be severed. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

25. ENTIRE AGREEMENT AND INTEGRATION

These Terms, together with Taproot's Privacy Policy, and any other legal notices or agreements published on the Site, constitutes the entire agreement between you and Taproot (Virello AI Technology Inc.) with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written. In the event of any apparent inconsistency within this document, the provision that provides the greater protection to the Released Parties shall prevail.

26. AMENDMENTS AND MODIFICATIONS

Taproot reserves the right to amend, modify, update, or replace these Terms at any time. Changes will be effective: (a) thirty (30) days after Taproot provides notice of the changes, whether via the Site or through other user interfaces, sent to the email, address, or phone number associated with your Account, or otherwise provided; or (b) when you opt-in or otherwise expressly agree to the changes, whichever comes first. Your continued use of the Site following the effective date of any changes constitutes your acceptance of such changes. It is your responsibility to review these Terms periodically.

27. NO WAIVER

The failure of Taproot to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time. No waiver of any provision shall be effective unless made in writing and signed by an authorized representative of Taproot.

28. FORCE MAJEURE

Taproot shall not be liable for any failure or delay in performing any obligation under these Terms or in maintaining the Site where such failure or delay results from any cause beyond Taproot's reasonable control, including but not limited to acts of God, natural disasters, pandemics, governmental actions, war, terrorism, civil unrest, cyber-attacks, power failures, internet service disruptions, failure of third-party AI infrastructure, or other force majeure events.

29. ASSIGNMENT

These Terms may not be transferred or assigned by you, but may be assigned by Taproot (Virello AI Technology Inc.) without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

30. LANGUAGE

The parties have expressly requested that these Terms and all related documents be drafted in English. Les parties ont expressément demandé que la présente entente et tous les documents connexes soient rédigés en anglais.

Until a French-language version is available, Quebec residents who wish to use the Services are invited to contact Taproot at support@taprootdental.com to request information in French. By using the Services, Quebec residents who choose to proceed acknowledge that they have requested and agreed to receive this document in English.

31. CONTACT INFORMATION

The Site is operated by Virello AI Technology Inc. For any questions, notices, or concerns about these Terms, please contact:

Virello AI Technology Inc.
Email: support@taprootdental.com

ACKNOWLEDGMENT AND ACCEPTANCE

By accessing or using this website, creating an Account, uploading documents for analysis, interacting with the AI Services, submitting the Intake Form, using the Matching Service, or booking a consultation, you represent and warrant that you have read these Terms in their entirety, that you understand its terms and conditions, and that you voluntarily agree to be bound by its provisions. If you are accessing this website on behalf of an entity or other organization, you represent and warrant that you have the authority to bind that entity or organization to these Terms. Your acceptance of these Terms creates a legally binding contract between you and Virello AI Technology Inc.