Last updated: 9 August 2026
This is the agreement for the software. It is between your practice and Dakota Code Lab, and it takes effect when you start a trial, subscribe, or install ADIR — whichever comes first. Our Website Terms of Use cover browsing adirdental.com; where the two disagree about the software, this agreement wins.
This agreement is between Dakota Code Lab (“we”, “us”, “our”), the publisher of ADIR, established in Ontario, Canada, and the dental practice identified on the Order (“you”, “your”, the “Practice”). If you are accepting on behalf of a practice, you confirm you are authorised to bind it.
3.1 Grant. Conditioned on payment and on this agreement, we grant the Practice a non-exclusive, non-transferable, revocable licence to install and use the Software on up to the number of Licensed Computers in your Order, at the practice named on the licence, for your own internal business use, for as long as your subscription is current.
3.2 Restrictions. You may not, and may not permit anyone else to: sublicense, sell, rent, lease, distribute or otherwise make the Software available to a third party; share your licence key outside the Practice; circumvent the licence check or the Licensed Computer limit; remove proprietary notices; or use the Software to build a competing product. You may not reverse engineer, decompile or disassemble the Software except to the extent that restriction cannot lawfully be imposed.
3.3 Licensed Computers. Moving the Software to a replacement machine is normal and expected; ask us if you run out of slots and we will free one. Deliberately defeating the limit is a material breach.
3.4 Our rights. We retain all right, title and interest in the Software. Nothing here transfers ownership of anything, except that Practice Data was always yours and remains so.
4.1 The Software runs on your equipment. ADIR is installed software, not a hosted platform. Its day-to-day operation does not depend on our servers being reachable, and it is designed to keep working through an interruption to them.
4.2 What we will do. We will make the Software available for download to a current subscriber, provide support by email during Canadian business hours at no extra charge, and use commercially reasonable efforts to keep the licensing service available. We will make reasonable efforts to keep the Software working with the practice management systems, insurer portals and mail providers it supports as those change.
4.3 What we do not promise. We do not promise a service level for our licensing service, and we do not promise that every statement will reconcile, that a portal will remain readable, or that a third party will not change something that breaks a workflow until we can respond. Insurer portals and practice management software are outside our control.
5.1 No patient information reaches us. The Software processes Patient Information only on your own computers and the network folder you choose. It is not transmitted to us, we do not store it, and we cannot access it. Accordingly you are not required to obtain patient consent to share information with us, because there is nothing to share.
5.2 You remain the custodian. In Ontario you are a health information custodian under PHIPA; equivalent duties apply elsewhere. Those duties stay with you. Securing the computers the Software runs on, controlling who can reach the shared folder, and reviewing what the Software posts before relying on it are yours. Our Privacy Policy forms part of this agreement and describes the Account Information we do hold.
5.3 Support. Please do not send us Patient Information — not in a message, a screenshot or a log. If it reaches us anyway we will use it only to resolve your issue, will not copy it elsewhere, and will delete it when the issue is closed.
5.4 Written agreements. If you need a written vendor agreement covering personal health information — a PHIPA agreement, or a HIPAA Business Associate Agreement for a practice in the United States — we will enter into one on request.
6.1 Your data and credentials. You are responsible for the accuracy of the data in your practice management software, for the mailbox and insurer-portal credentials you give the Software, and for your right to use them.
6.2 Your systems. You are responsible for keeping the Licensed Computers and the shared folder secure, access-controlled, backed up and up to date, and for complying with your own agreements with your practice management vendor and your insurers.
6.3 The Software is a tool, not an accountant. ADIR reads statements and enters payments on your instruction. You remain responsible for the correctness of your financial records. Every run produces a report and an audit trail, and anything the Software cannot reconcile with confidence is flagged for a person rather than guessed at. Reviewing that output is your responsibility. The Software does not provide accounting, tax, billing-compliance or clinical advice, and nothing it produces replaces professional judgement.
6.4 Safe Mode, and what turning it off means. The Software ships with Safe Mode on. In Safe Mode it performs a complete run and posts nothing: you see exactly what it would have entered, on your own ledger, before any of it is written. This is the control that lets you satisfy yourself that a run is correct.
Turning Safe Mode off is a deliberate act by you, and it authorises the Software to write payments into your practice management system without your prior review of that run. If you turn it off, you accept responsibility for what is posted, and you agree to check the report and audit trail that each run produces. Choosing not to review them is a choice you are making about your own records, and its consequences rest with you.
Nothing in this section removes our obligations under section 10.1, or limits liability that cannot lawfully be limited under section 11.3. It allocates responsibility for the review step; it does not excuse a defect in the Software.
6.5 Acceptable use. You will not use the Software to access a system you are not authorised to access, to breach an agreement with an insurer or software vendor, to process data you have no right to process, or for any unlawful purpose.
The short version. A 7-day free trial, no card required. Annual plans carry a 30-day money-back guarantee — ask within 30 days of your first charge and we refund the whole amount. After that, and on monthly plans, the period you have paid for is not refunded: you keep the service to the end of it and are not charged again. Cancel any time, from your billing portal or from inside ADIR itself — give yourself 24 hours before a renewal to be sure it lands in time. There are no cancellation fees, and we never charge you to get your own data back.
7.1 Fees. Fees are those in your Order, charged in advance for each billing period, in the currency stated. Payments are processed by Stripe; we do not see or store your card number.
7.2 Renewal and cancellation. Subscriptions renew automatically for successive periods of the same length until cancelled. You may cancel at any time, through the billing portal linked from your receipt, or from inside the Software itself. Those are the two routes: we cannot action a cancellation sent by email, because an email does not identify which subscription to cancel — the portal and the Software both send your licence key with the request. Give yourself 24 hours. A cancellation takes effect when it is processed, not at the moment you send it, so one made shortly before a renewal may not land before the charge does. If you want to be sure a cancellation applies to the next period, make it at least 24 hours before that period starts; closer than that and you may be billed for one more period. Cancellation takes effect at the end of the period you have already paid for, the Software stays licensed until then, and there is no cancellation fee. The one exception is a money-back refund under 7.3, which ends the licence when it is processed.
7.3 Refunds. Annual plans carry a 30-day money-back guarantee. If you tell us within 30 days of your first charge that you want to stop, we refund that charge in full — the whole amount, not a prorated part of it. The 30 days run from the first charge, which is the day your free trial ends, because no payment is taken before then. Ask through the billing portal or from inside the Software — the same two routes as cancellation, and for the same reason: the request has to carry your licence key for us to know which subscription it is about.
Outside that window, and on monthly plans, there are no refunds, full or prorated: you keep the service until the period you have paid for ends and you are not charged again. We will still refund the unused part of a period if we materially reduce what you have paid for (section 8.2) or if we terminate you other than for cause, and we will always refund where the law requires it.
Taking the money-back refund ends the licence immediately, rather than at the end of the period — the exception to 7.2. That is the trade: you get the whole payment back, and the Software stops being licensed on the day we process it. Your own data is untouched either way (13.5).
7.4 Price changes. We may change prices on at least thirty days’ notice before a renewal. A change never applies inside a period you have already paid for. If you do not accept it, cancel before the renewal.
7.5 Late payment. If a payment fails we will tell you and give you a reasonable opportunity to fix it. Amounts more than thirty days overdue, other than those you are disputing in good faith, may accrue interest at 1% per month, and we may suspend the licence until they are paid.
7.6 Taxes. Fees exclude sales, goods and services, harmonized and similar taxes, which you are responsible for, except taxes on our net income.
8.1 Updates. We may update the Software, and may require you to install a current version to keep receiving support or continued licensing. We will give reasonable notice before requiring an update.
8.2 Discontinued features. We may change or discontinue features. If a change materially reduces the functionality you are paying for, you may cancel and we will refund the unused part of the current period.
9.1 We indemnify you for intellectual property claims. We will defend you against a third-party claim that the Software infringes that party’s patent, copyright, trademark or trade secret, and will pay damages finally awarded or amounts we agree in settlement. This applies provided you notify us promptly, give us control of the defence, and cooperate; you may not settle without our consent.
9.2 If a claim arises we may, at our option, obtain the right for you to keep using the Software, modify or replace it so it is no longer infringing, or — if neither is commercially reasonable — terminate the licence and refund fees you have prepaid for the period after termination.
9.3 Exclusions. Section 9.1 does not apply to a claim arising from Practice Data, from combining the Software with anything we did not supply, from a modified version, or from use outside this agreement.
9.4 You indemnify us for claims arising from your use of the Software in breach of this agreement, from data or credentials you had no right to use, or from your failure to meet your own obligations as a health information custodian.
10.1 Each party warrants it has the power to enter into this agreement. We warrant that the Software will perform materially as described in its documentation, and that we will provide support in a manner consistent with general industry standards.
10.2 Except as stated in 10.1, and to the maximum extent the law allows, the Software is provided as is and we disclaim all other warranties and conditions, express, implied or statutory, including merchantability, merchantable quality, durability, title, non-infringement and fitness for a particular purpose. Where the law does not permit an exclusion, this section applies only so far as it lawfully can.
11.1 To the extent the law allows, each party’s total aggregate liability arising out of or relating to this agreement is limited to the fees you paid us in the twelve months before the event giving rise to the claim.
11.2 Neither party is liable for indirect, incidental, special, punitive or consequential damages, or for lost profits, lost revenue, lost data, business interruption or the cost of substitute services, however caused and whatever the theory of liability, even if advised such loss was possible.
11.3 Carve-outs. The limits in 11.1 and 11.2 do not apply to your obligation to pay fees, to either party’s breach of confidentiality, to the indemnities in section 9, or to liability that cannot lawfully be limited — including fraud, fraudulent misrepresentation, and death or personal injury caused by negligence.
11.4 The protections in this section extend to our Affiliates, subcontractors, suppliers, directors and employees.
12.1 “Confidential Information” means information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including the terms of your Order, the Software, and your business information. It does not include information that is or becomes public without breach, was already known to the recipient, was independently developed, or was received from a third party without breach.
12.2 Each party will use the other’s Confidential Information only for the purposes of this agreement, will not disclose it without permission, and will protect it with at least reasonable care.
12.3 If a party is legally compelled to disclose, it will give prior notice where lawful so the other party can contest it.
12.4 Damages may not be an adequate remedy for a breach of this section, and either party may seek injunctive relief.
13.1 Term. This agreement runs from when you first start a trial, subscribe or install the Software, and continues until your subscription ends.
13.2 Termination for cause. Either party may terminate on thirty days’ written notice of a material breach if the breach is not cured within that period, or immediately if the other party becomes insolvent or subject to bankruptcy or receivership proceedings.
13.3 Suspension. We may suspend the licence for non-payment under 7.5, or immediately where continuing would be unlawful.
13.4 Effect. On termination the licence ends and the Software stops being licensed for use. Fees already accrued remain payable.
13.5 Your data is not held hostage. Practice Data is ordinary files on your own equipment. It is unaffected by the state of your subscription, remains readable, and we charge nothing to release it — because we never held it.
13.6 Survival. Sections 3.4, 5, 7 (for accrued amounts), 9, 10.2, 11, 12, 13.4–13.6 and 14 survive termination.
14.1 Independent contractors. The parties are independent contractors. This agreement creates no partnership, joint venture, agency, fiduciary or employment relationship.
14.2 Feedback. If you suggest an improvement we may implement it without owing you payment and without it making you an owner of the result. We will not identify you as the source without asking.
14.3 Publicity. Neither party will use the other’s name or logo publicly without prior written consent. Consent given for one use is not consent for another.
14.4 Notices. Notices to us go to legal@adirdental.com. Notices to you go to the billing contact on your Order. Email notice is effective the next business day.
14.5 Changes to this agreement. We may update this agreement. If a change is material we will give at least thirty days’ notice before it takes effect, and continuing to use the Software after that date means you accept it. If you do not accept it, cancel before the date and we will refund the unused part of the current period.
14.6 Assignment. You may not assign this agreement without our written consent, not to be unreasonably withheld. We may assign it in whole, without your consent, to an Affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of our business or assets. This agreement binds the parties’ successors and permitted assigns.
14.7 Governing law and venue. This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded. The courts of Ontario have exclusive jurisdiction. Where consumer protection law gives you rights that cannot be contracted out of, those rights are unaffected.
14.8 Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to limit the delay. This does not excuse an obligation to pay.
14.9 Severability and waiver. If a provision is held unenforceable it will be modified to the minimum extent necessary, or severed, and the rest stands. A failure to enforce a provision is not a waiver of it.
14.10 Entire agreement. This agreement, your Order, and the Privacy Policy are the entire agreement between us about the Software, and supersede any earlier understanding. Terms in a purchase order or other document of yours have no effect. It is the express wish of the parties that this agreement be drawn up in English; les parties ont exigé que la présente convention soit rédigée en anglais.
Questions about this agreement: legal@adirdental.com.