Terms and Conditions

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Last Updated: July 2, 2026

These Terms and Conditions ("Agreement") constitute a legally binding contract between you ("Client," "you," or "your") and Arch Dental Arts, LLC ("Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of Alabama, with principal offices located at 608 Hargrove Road East, Tuscaloosa, AL 35401 and 2159 Rocky Ridge Rd, Birmingham, AL 35216. By submitting a case, creating an account, or otherwise engaging our dental laboratory services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions set forth herein.

ARTICLE I — DEFINITIONS

1. "Services" shall mean any and all dental laboratory services provided by the Company, including but not limited to crown and bridge fabrication, full arch restorations, implant prosthetics, removable prosthetics, zirconia restorations, porcelain fused to metal (PFM) restorations, night guards, surgical guides, and any related services.
2. "Account" shall mean the Client's registered account on the Company's client management portal, currently operated through SeaZona or any successor platform.
3. "Order" shall mean any case submission, prescription, or request for Services submitted by Client to the Company, whether submitted electronically, by mail, or by any other means.
4. "Deliverables" shall mean all finished dental prosthetics, restorations, appliances, and other products fabricated by the Company pursuant to an Order.

ARTICLE II — ACCEPTANCE OF TERMS

1. By creating an Account, submitting an Order, or accepting delivery of any Deliverables, Client agrees to be bound by this Agreement in its entirety.
2. The Company reserves the right to modify these Terms and Conditions at any time. Continued use of the Company's Services following any such modification shall constitute acceptance of the revised terms.
3. If Client does not agree to these Terms and Conditions, Client must immediately cease use of the Company's Services and close any active Account.

ARTICLE III — SERVICES AND ORDERS

1. The Company shall perform Services in accordance with the specifications provided by Client in the applicable Order and in conformity with industry standards for dental laboratory work.
2. Client acknowledges that all prescriptions and instructions must be provided by a licensed dental professional and that the Company relies on the accuracy of such prescriptions in performing Services.
3. The Company reserves the right to refuse or reject any Order at its sole discretion, including but not limited to Orders that contain incomplete or unclear instructions.
4. Turnaround times are estimates only and shall not constitute a guarantee of delivery by a specific date unless expressly agreed to in writing.

ARTICLE IV — PAYMENT TERMS

1. Payment Obligation. Client agrees to pay for all Services rendered and Deliverables provided in accordance with the Company's then-current price schedule. All prices are quoted in United States Dollars (USD).
2. Invoice Terms. Unless otherwise agreed in writing, payment is due within thirty (30) days of the invoice date ("Due Date"). Invoices are generated upon shipment of Deliverables or completion of Services, whichever occurs first.
3. Late Payment. Any amount not received by the Due Date shall be considered past due. Past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the Due Date until paid in full.
4. Suspension of Services. The Company reserves the right to suspend Services, withhold Deliverables, and/or close Client's Account in the event of any past due balance exceeding thirty (30) days.
5. Collection Costs. In the event that the Company is required to engage legal counsel or a collections agency to recover any amounts owed by Client, Client agrees to pay all reasonable attorney's fees, court costs, filing fees, and any other costs associated with the collection of such amounts, in addition to the outstanding balance and accrued interest.

ARTICLE V — GOVERNING LAW AND JURISDICTION

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict of laws principles.
2. Exclusive Jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Services, or the relationship between the parties, including but not limited to any action for the collection of amounts owed, shall be brought exclusively in the state or federal courts located in Tuscaloosa County, Alabama, or Jefferson County, Alabama, at the sole election of the Company.
3. Consent to Jurisdiction. Client hereby irrevocably consents to the personal jurisdiction of the courts of the State of Alabama and the federal courts located therein, and waives any objection to venue in such courts, including but not limited to any claim of inconvenient forum.
4. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE VI — WARRANTY AND REMAKES

1. The Company warrants that all Deliverables will be free from defects in materials and workmanship for a period as specified in the Company's warranty policy applicable to the specific type of restoration or appliance.
2. Claims for defective work must be submitted in writing within ten (10) business days of receipt of the Deliverable, accompanied by the original Deliverable and a description of the defect.
3. The Company's sole obligation under this warranty shall be, at its option, to remake the Deliverable or issue a credit to Client's Account.
4. This warranty does not cover damage resulting from improper handling, modification by parties other than the Company, failure to follow instructions, or normal wear and tear.

ARTICLE VII — LIMITATION OF LIABILITY

1. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT.
2. THE COMPANY'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO ANY ORDER SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT FOR THE SPECIFIC ORDER GIVING RISE TO SUCH CLAIM.
3. The Company shall not be liable for any delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, supply chain disruptions, labor disputes, or government actions.

ARTICLE VIII — INTELLECTUAL PROPERTY

1. All digital designs, CAD files, and proprietary processes used by the Company in the fabrication of Deliverables remain the exclusive property of the Company.
2. Client retains ownership of all patient records, impressions, and prescriptions submitted to the Company.

ARTICLE IX — CONFIDENTIALITY

1. The Company shall maintain the confidentiality of all patient information provided by Client in accordance with applicable laws and regulations, including but not limited to HIPAA.
2. Client agrees not to disclose the Company's proprietary pricing, processes, or trade secrets to any third party.

ARTICLE X — TERMINATION

1. Either party may terminate this Agreement at any time upon thirty (30) days written notice to the other party.
2. The Company may terminate this Agreement immediately and without notice in the event of Client's material breach, including but not limited to failure to pay amounts owed.
3. Upon termination, Client shall remain liable for all outstanding amounts owed to the Company, and the provisions of Articles IV, V, VI, VII, and IX shall survive termination.

ARTICLE XI — INDEMNIFICATION

1. Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising out of or relating to Client's use of the Deliverables, Client's breach of this Agreement, or Client's violation of any applicable law or regulation.

ARTICLE XII — MISCELLANEOUS

1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, or representations, whether oral or written.
2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
3. Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.
4. Assignment. Client may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company.
5. Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth herein or such other address as a party may designate in writing.

ARTICLE XIII — CONTACT INFORMATION