Last Updated: August 27, 2026
Welcome, and thank you for your interest in LabNCloud, LLC, a Michigan limited liability company (“LabNCloud”), and LabNCloud’s dental laboratory management software and related services available through LabNCloud.com (collectively, the “Services”).
These Terms of Service (the “Terms”) constitute a legally binding agreement between LabNCloud and the person or entity accessing or using the Services (“Customer,” “you,” or “your”).
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY CREATING AN ACCOUNT, CLICKING A BUTTON OR BOX INDICATING ACCEPTANCE OF THESE TERMS, ACCEPTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL NOT ACCESS OR USE THE SERVICES.
1.1 Services. LabNCloud provides software designed to assist dental laboratories with laboratory management, workflow, case management, data management, and related business functions.
1.2 Business Use; Authority. The Services are intended for business and professional use. If you access or use the Services on behalf of a company, dental laboratory, or other entity, you represent that you have authority to bind that entity to these Terms, and references to “Customer,” “you,” and “your” refer to that entity.
2.1 Limited License. Subject to Customer’s compliance with these Terms and payment of all applicable fees, LabNCloud grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services solely for Customer’s internal business purposes.
2.2 Authorized Users. Customer may permit its employees, contractors, and other personnel authorized by Customer (“Authorized Users”) to access and use the Services on Customer’s behalf. Customer is responsible for its Authorized Users’ compliance with these Terms and for maintaining the confidentiality and security of all account credentials.
2.3 License Restrictions. Customer and its Authorized Users may not:
3.1 Ownership of Customer Data. The term “Customer Data” means information, records, files, images, patient information, case information, and other data submitted, uploaded, transmitted, or otherwise made available through the Services by or on behalf of Customer. As between the Parties, Customer retains all right, title, and interest in and to Customer Data.
3.2 Use of Customer Data. Customer grants LabNCloud a limited, non-exclusive right to host, process, transmit, copy, and otherwise use Customer Data as reasonably necessary to provide, maintain, secure, and support the Services, perform LabNCloud’s obligations under these Terms, and comply with applicable law. Nothing in these Terms authorizes LabNCloud to use Protected Health Information in a manner inconsistent with the Business Associate Agreement.
3.3 Customer Responsibility. Customer is responsible for the accuracy, legality, and appropriateness of Customer Data and represents that it has all rights, permissions, authorizations, and lawful authority necessary to provide Customer Data to LabNCloud and permit LabNCloud to process such data in accordance with these Terms.
3.4 De-Identified and Aggregated Data. LabNCloud may create and use information derived from Customer Data that has been lawfully de-identified or aggregated so that it does not identify Customer, a patient, or any other individual. LabNCloud may use such de-identified or aggregated information for lawful business purposes, including operating, analyzing, improving, and developing the Services. LabNCloud will not attempt to re-identify information that has been properly de-identified.
4.1 Business Associate Agreement. To the extent Customer is a Covered Entity under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and uses the Services to create, receive, maintain, or transmit Protected Health Information (“PHI”), LabNCloud and Customer shall be subject to LabNCloud’s Business Associate Agreement (“BAA”), which is incorporated into these Terms by reference.
4.2 Customer Responsibilities. Customer remains responsible for its own compliance with HIPAA and other laws applicable to Customer’s activities, including obtaining any consent, authorization, or other legal authority required for Customer’s collection, use, disclosure, or transmission of PHI. Customer shall not instruct LabNCloud to use or disclose PHI in a manner that would violate applicable law.
4.3 Conflict with BAA. If these Terms conflict with the BAA concerning the use, disclosure, safeguarding, return, or destruction of PHI, the BAA shall control solely with respect to such PHI and to the extent of the conflict.
5.1 Fees. Customer shall pay all fees specified in the applicable order form, subscription selection, or other ordering document accepted by Customer (each, an “Order Form”). Except as expressly provided in an Order Form or required by law, fees are non-refundable.
5.2 Subscription Term and Renewal. The applicable subscription term, renewal provisions, payment terms, and usage limitations shall be set forth in the applicable Order Form.
5.3 Taxes. Customer is responsible for applicable sales, use, and similar transaction taxes arising from its purchase of the Services, excluding taxes based on LabNCloud’s net income.
6.1 Ownership of Services. The Services, including all related software, technology, documentation, designs, interfaces, processes, trademarks, copyrights, and other intellectual property, are owned by LabNCloud or its licensors and are protected by applicable intellectual property laws.
6.2 Customer Receives No Ownership. Except for the limited right to use the Services expressly granted under these Terms, Customer receives no ownership or other intellectual property rights in the Services.
6.3 Feedback. If Customer provides suggestions, recommendations, ideas, or other feedback regarding the Services (“Feedback”), LabNCloud may use such Feedback without restriction or compensation to Customer.
7.1 No Professional Advice. The Services are dental laboratory management and workflow tools. LabNCloud does not provide dental, medical, clinical, diagnostic, or other professional health care advice.
7.2 Customer Responsibility. Customer and the applicable dentists, dental laboratories, technicians, health care professionals, and other users remain responsible for all professional judgments, treatment decisions, prescriptions, dental appliances, restorations, laboratory work, patient care, and other professional services. Customer is responsible for independently reviewing and verifying information made available through the Services where professional judgment or patient care is involved.
8.1 Modification. LabNCloud may update, modify, enhance, or discontinue features of the Services from time to time.
8.2 Functionality of Services. LabNCloud will use commercially reasonable efforts not to materially reduce the core functionality of paid Services during an existing subscription term, except where reasonably necessary to address security concerns, comply with applicable law, or address circumstances outside LabNCloud’s reasonable control.
9.1 Term. These Terms become effective when Customer first accepts them and remain in effect while Customer accesses or uses the Services.
9.2 Suspension. LabNCloud may suspend Customer’s access to all or part of the Services if Customer:
9.3 Notice and Opportunity to Cure. Where reasonably practicable, LabNCloud will provide notice and an opportunity to cure before suspension.
9.4 Termination. Either Party may terminate these Terms or an applicable Order Form if the other Party materially breaches its obligations and fails to cure the breach within thirty (30) days after receiving written notice of the breach.
9.5 Effect of Termination. Upon expiration or termination, Customer’s right to access and use the affected Services will end, and Customer remains responsible for all fees accrued through the effective date of termination.
9.6 Covered Entities and the BAA. The return, retention, and destruction of PHI following termination shall be governed by the BAA.
9.7 Survival. Provisions that by their nature are intended to survive termination, including provisions concerning ownership, confidentiality of Customer Data, disclaimers, limitation of liability, indemnification, and accrued payment obligations, shall survive termination.
10.1 Indemnification. Customer shall defend, indemnify, and hold harmless LabNCloud and its officers, employees, agents, affiliates, and licensors from and against third-party claims, liabilities, damages, losses, costs, and reasonable attorneys’ fees arising out of or relating to:
10.2 LabNCloud’s Breach. Customer shall have no obligation under this Section to the extent a claim results from LabNCloud’s breach of these Terms or applicable law.
11.1 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LABNCLOUD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
11.2 Availability and Accuracy. LABNCLOUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED.
11.3 Regulatory Compliance. LABNCLOUD DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL, BY ITSELF, ENSURE CUSTOMER’S COMPLIANCE WITH HIPAA OR ANY OTHER LAW OR REGULATORY REQUIREMENT. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER ITS USE OF THE SERVICES COMPLIES WITH THE LAWS AND PROFESSIONAL REQUIREMENTS APPLICABLE TO CUSTOMER.
12.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LABNCLOUD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY ORDER FORM, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT LABNCLOUD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LABNCLOUD’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, ANY ORDER FORM, OR THE BAA SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO LABNCLOUD FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.1 Agreement to Arbitrate. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 13, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, ANY ORDER FORM, THE BUSINESS ASSOCIATE AGREEMENT (“BAA”), OR THE RELATIONSHIP BETWEEN LABNCLOUD AND CUSTOMER SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT. The arbitration agreement contained in this Section shall be governed by the Federal Arbitration Act.
13.2 Arbitration Procedures. Any arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect and shall be conducted before a single arbitrator. The arbitrator’s decision will be final and binding on LabNCloud and Customer, and a judgment for enforcement will be entered by a court of competent jurisdiction. LabNCloud and Customer agree that all arbitration hearings shall take place in Ogemaw County, Michigan, unless the Parties agree to conduct the proceeding remotely. The arbitrator shall have authority to award any remedy that would otherwise be available in a court of competent jurisdiction, subject to the limitations contained in these Terms and the BAA.
13.3 Individual Proceedings; Class Action Waiver. CUSTOMER AND LABNCLOUD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless otherwise agreed by the Parties, the arbitrator may not consolidate the claims of more than one customer or otherwise preside over any form of class, collective, consolidated, or representative proceeding.
13.4 Exceptions.
13.5 Waiver of Jury Trial. TO THE EXTENT ANY DISPUTE IS PERMITTED TO PROCEED IN COURT RATHER THAN ARBITRATION, CUSTOMER AND LABNCLOUD EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.6 Deadline to File. LABNCLOUD AND CUSTOMER AGREE THAT ANY CLAIM BY CUSTOMER ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, ANY ORDER FORM, THE BAA, OR THE RELATIONSHIP BETWEEN LABNCLOUD AND CUSTOMER MUST BE COMMENCED IN ARBITRATION OR, WHERE PERMITTED UNDER THIS SECTION 13, FILED IN A COURT OF COMPETENT JURISDICTION WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ACCRUES. ANY CLAIM NOT COMMENCED OR FILED WITHIN THAT PERIOD SHALL BE PERMANENTLY BARRED. LABNCLOUD MAY COMMENCE OR FILE ANY CLAIM AGAINST CUSTOMER AT ANY TIME BEFORE THE EXPIRATION OF THE APPLICABLE STATUTE OF LIMITATIONS.
14.1 Entire Agreement; Order of Precedence. These Terms, together with the applicable Order Form and BAA, constitute the entire agreement between LabNCloud and Customer concerning the Services.
14.2 Conflicting Terms. In the event of a conflict:
14.3 Assignment by Customer. Customer may not assign or transfer these Terms without LabNCloud’s prior written consent.
14.4 Assignment by LabNCloud. LabNCloud may assign these Terms to an affiliate or in connection with a merger, reorganization, sale of assets, financing, or change of control.
14.5 Modification of Terms. LabNCloud may modify these Terms from time to time upon reasonable notice to Customer. Material changes will apply prospectively. No modification to these Terms shall amend the BAA except in accordance with the BAA.
14.6 Governing Law and Venue. These Terms, the Services, and any dispute arising out of or relating to them shall be governed by the laws of the State of Michigan, without regard to its conflict-of-law principles; provided, however, that the arbitration provisions of Section 13 shall be governed by the Federal Arbitration Act. To the extent any dispute or proceeding is permitted to be brought in court under Section 13, or court proceedings are necessary to compel arbitration, enforce or confirm an arbitration award, or otherwise effectuate the arbitration provisions of these Terms, each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Michigan and waives any objection based on lack of personal jurisdiction, improper venue, or inconvenient forum.
14.7 Privacy Policy. LabNCloud’s collection, use, storage, and disclosure of personal information outside the scope of the BAA is further described in LabNCloud’s Privacy Policy, which is incorporated into these Terms by reference.
14.8 Severability. If any provision of these Terms is determined to be invalid or unenforceable, that provision shall be enforced to the greatest extent permitted by law, and the remaining provisions shall remain in full force and effect.
14.9 Waiver. A Party’s failure or delay in exercising any right under these Terms shall not operate as a waiver of that right.
14.10 Electronic Acceptance. These Terms, Order Forms, and related agreements may be accepted or executed electronically, and electronic acceptance or signatures shall have the same force and effect as written acceptance or signatures to the fullest extent permitted by applicable law.
14.11 International Use. LabNCloud may make the Services available to customers outside the United States. These Terms are drafted to address applicable United States law and do not represent that the Services or these Terms satisfy the legal or regulatory requirements of any foreign jurisdiction. Customers accessing or using the Services outside the United States are responsible for determining and complying with laws applicable to their use of the Services in their respective jurisdictions.
14.12 Contact Information. Questions or legal notices concerning these Terms may be directed to:
LABNCLOUD, LLC
4875 E M-55, Unit 2,
Prescott, Michigan 48756
Email: support@labncloud.com