Effective May 1, 2020

The following terms and conditions (“Terms” or “Agreement”) govern the use of the online site available at www.planrise.com (the “Platform”), provided by DBA Planrise, Inc. (together with its affiliates, successors and assigns, collectively referred to as, the “Company,” “we,” or “us”), by you (“you” or “User”) (as used herein, the terms “you” and “User” are inclusive of “Members,” “Patients,” and “Practices,” both defined infra), for the offering of or enrollment/participation in a Membership Plan (defined infra) being offered by independent dentists and/or dental practices (“Practices”). These Terms are a binding agreement between you and the Company. In addition, these Terms are a binding agreement between any Practice and Patient who enter into a Membership Plan together, and the terms of said Membership are incorporated herein by reference. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use Company’s website located at www.cloudplans.com, all affiliated websites owned and operated by us, our predecessors or successors in interest, (“Affiliates”), all services, applications and tools that are accessible through the Platform and all Company mobile applications that link to or reference this Agreement, whether provided by us or our Affiliates. Company reserves the sole right at any time to modify, discontinue, or delete portions of these Terms. We will notify you of any material changes to these Terms by email to the email address with which you have registered on the Platform. It is your responsibility to check your email periodically for changes to the Terms. If you do not agree with the new Terms, you must stop using the Platform. Your continued use of the Platform, Platform Services and/or Membership Plan(s) after any changes to these Terms constitutes your acceptance of the revised Terms. In the event of a conflict between these Terms and any other terms of service or agreements, these Terms will control. Capitalized terms are defined throughout this Agreement and in Section 20 (Definitions).

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT ACCESS OR USE THE SITE OR THE SITE SERVICES. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.

THE MEMBERSHIP PLAN IS NOT AN INSURANCE PLAN AND IS NOT INTENDED TO REPLACE DENTAL INSURANCE. THE MEMBERSHIP PLAN IS NOT A QUALIFIED HEALTH PLAN UNDER THE AFFORDABLE CARE ACT NOR A MEDICARE PRESCRIPTION DRUG PLAN. THE MEMBERSHIP FEE IS NOT AN INSURANCE PREMIUM. MEMBERSHIP PLAN DETAILS AND MEMBER SAVINGS ARE EXCLUSIVE TO PARTICIPATING PROVIDERS/PRACTICES AND MAY VARY BY LOCATION. NEITHER THE MEMBERSHIP PLAN, THE PRACTICE OFFERING THE MEMBERSHIP PLAN, NOR Planrise INC. ARE LICENSED INSURERS, HEALTH MAINTENANCE ORGANIZATIONS, OR OTHER UNDERWRITERS OF HEALTH CARE SERVICES.

1. Creation of Account with Company

To use the Platform, User must register for an account (an “Account”) by completing the account registration form on the Platform. To register for an Account, User must be and hereby represents that User is a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, User agrees to: (i) abide by this Agreement and the processes, procedures, and guidelines described on the Platform; (ii) be financially responsible for User’s use of the Platform and the purchase and/or delivery of Platform Services, as applicable; and (iii) perform User’s obligations as specified by any Membership Plan, unless such obligations are prohibited by applicable law or this Agreement. Company reserves the right, in its sole discretion, to refuse, suspend, or revoke User’s access to the Platform upon discovery that any information User provided on any form or posted on the Platform is not true, accurate, or complete, or otherwise violates this Agreement, or for any other reason or no reason in Company's sole discretion.

User represents that it is a citizen or resident of the state or province (either, a “state”) indicated during its site registration and will use the Platform only in said state. User represents it will not use the Platform Services outside of the U.S. User further represents that User is not: (i) a citizen or resident of a geographic area in which access or use of the Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.

User agrees to provide true, accurate, and complete information on all registration and other forms User accesses on the Platform or provides to Company and to update User’s information to maintain its truthfulness, accuracy, and completeness. User must not provide false or misleading information about User’s location. User must not register for more than one Practice Account and one Patient Account without express written permission from Company.

When a Practice registers for a Practice Account and from time to time thereafter, the Practice may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm Practice’s identity and any applicable license(s) required for the practice of dentistry. Practice authorizes Company, directly or through third parties, to make any inquiries necessary to validate Practice’s identity and confirm Practice’s ownership of Practice’s email address or financial accounts, subject to applicable law. Failure to provide Company information about Practice and Practice’s business when requested is a violation of this Agreement.

When User registers for an Account, User will be asked to choose a username and password for the Account. User is entirely responsible for safeguarding and maintaining the confidentiality of User’s Account username and password. User authorizes Company to assume that any person using the Platform with User’s username and password either is the User or is authorized to act for the User. User agrees to notify Company immediately if User suspects or becomes aware of any unauthorized use of User’s account or any unauthorized access to User’s password or the password of any User of User’s Account.

Company will use and maintain your Account Information subject to and consistent with the terms set forth in our privacy policy at https://www.cloudplans.com/privacy (the “Privacy Policy”). This Agreement incorporates the terms and conditions set forth in our Privacy Policy. By accessing the Platform and/or participating in Platform Services, you are consenting to have your personal data and the personal data of your family members used by us as set forth in the Privacy Policy.

2. Digital Signature

By registering for an Account, User is deemed to have executed this Agreement electronically, effective on the date User registers its Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). User’s Account registration constitutes an acknowledgement that User is able to electronically receive, download, and print this Agreement.

3. Consent to Electronic Records

In connection with this Agreement, User may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate User’s use of the Platform, User gives Company permission to provide these records to User electronically instead of in paper form.

By registering for an Account, User consents to electronically receive and access, via email or the Platform, all records and notices for the services provided to User under this Agreement that Company would otherwise be required to provide to User in paper form. However, Company reserves the right, in its sole discretion, to communicate with User via the U.S. Postal Service and other third-party mail services using the address under which User’s account is registered. User’s consent to receive records and notices electronically will remain in effect until User withdraws it. User may withdraw User’s consent to receive further records and notices electronically at any time by contacting customer support at service@cloudplans.com (“Customer Support”). If User withdraws User’s consent to receive such records and notices electronically, Company will revoke User’s access to the Platform and the Platform Services, and User will no longer be able to use the Platform or the Platform Services. Any withdrawal of User’s consent to receive records and notices electronically will be effective only after Company has a reasonable period of time to process User’s request for withdrawal. Please note that User’s withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by Company to User prior to the withdrawal of User’s consent becoming effective.

In order to ensure that Company is able to provide records and notices to User electronically, User must notify Company of any change in User’s email address by updating User’s Account information on the Platform or by contacting Customer Support.

To access and retain the records and notices Company provides to User electronically, User will need: (i) a valid email address; (ii) a computer system that operates on a platform like Windows or Mac; (iii) a connection to the Internet; (iv) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Platform (Users utilizing other browsers may experience compatibility difficulties); (v) a Current Version of a program that accurately reads and displays PDF files; (vi) a computer or device and an operating system capable of supporting all of the above; and (vii) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. “Current Version,” as used herein, shall mean a version of the software that is currently being supported by its publisher. User should retain a copy of all of the records and notices Company sends to User electronically. By accepting and agreeing to this Agreement electronically, User represents that (i) User has read and understands the above consent to receive records and notices electronically; (ii) User satisfies the minimum hardware and software requirements specified above; and (iii) User’s consent will remain in effect until User withdraws User’s consent as specified above.

4. Platform and Membership Plans

Company provides a Platform through which Practice (i) can create and administer one or more Membership Plans, (ii) enroll Patients, for the Practice’s own dental practice, in such Membership Plan(s), and (iii) collect the Membership Price from Patients; and (iv) through which individuals interested in purchasing dental services (each, an “Patient”) may search for and purchase one or more Membership Plans ((i) through (iv), collectively, the “Platform Services”). Membership Plan, as used herein, refers to a set of specified Dental Services (the “Bundle”), offered by a Practice to Patients and/or Patients, for no out-of-pocket fees other than the fee specified at the point of the sale (the “Membership Price”) by the Membership Plan over the time period specified at the point of sale (the “Membership Term”). Membership Plans may also include discounts on Dental Services (“Discounted Services”), other than those included in the Bundle. The Patient must consult with the Practice for the fees for such Discounted Services. “Dental Services,” as used herein, refers to any preventative, diagnostic, restorative or other dental procedure listed in the American Dental Association (“ADA”) Current Dental Terminology (“CDT”).

Practice is solely responsible for creating any Membership Plan(s), determining the Dental Services included in the Bundle(s), setting any Membership Price(s), determine the Dental Service (and their discounts) included in the Discounted Services, and setting the Membership Term(s). Company does not determine what Dental Services are included in the Bundle, the amount of the Membership Price, or any discount that may be applicable to Discounted Services. For Dental Services included in the Bundle, Practice agrees not to charge Patients, with a valid and active Membership Plan, more than the applicable Membership Price. For Discounted Services, Practice agrees not to charge Patients, with a valid and active Membership Plan, more than the discounted rate specified by the applicable Membership Plan. Users expressly understand and agree that Company has no control or influence over the determination of which Dental Services and Discounted Service are included in a Membership Plan, or the applicable fees and discounts. Practice agrees to comply with applicable laws in connection with the creation and sale of any Membership Plan.

Patient may use the Platform to search for available Membership Plans, based on desired Dental Services and geography (each, a “Search”). Upon receiving a Search, the Platform will attempt to locate and display available Membership Plans that match the Search parameters (the “Search Results”). Company makes no representations, warranties or guarantees as to the Search Results or availability of Membership of Plans. A Patient may purchase a Membership Plan through the Platform. Practice and Patient agree that, when a Patient purchases a Membership Plan, they will be deemed to have entered into a binding agreement (the “Membership Agreement”) with each other, comprised of the conditions or contractual provisions specified in the Membership Plan and this Agreement. Users acknowledge and agree that Company is not a party to any Membership Agreement, except as a third-party beneficiary.

A Patient that enrolls in a Membership Plan, and makes all payments required under the Membership Plan (a “Current Patient”) is eligible to receive the Bundle services from the Practice offering the Membership Plan. The Practice will not charge Current Patients for the Bundled Dental Services included in the Membership Plan. The Patient is obligated to pay the Practice directly for any Discounted Services that such Practice provides to the Patient, including any sales or use taxes imposed upon such services, in accordance with the Practice’s payment policies.

In addition to and without limiting the other terms and conditions contained herein, the following terms and conditions also apply to the Membership Plan:

A Patient must remain current on all Membership Prices for the applicable Membership Plan in order to receive any Bundle Dental Services or discounts for any Discounted Services;

A Patient may not combine a Membership Plan with any other discounts, discount plans, dental insurance (including Medicare, Medicaid, other forms of government insurance or assistance, and/or any private insurance plan or policy), or in-office promotion and Membership Plans are non-transferable;

In the event that the Practice discovers a dental or health condition that may require further treatment (e.g., periodontal disease), the Patient may be responsible for the costs associated with such further treatment;

Membership Plan details and Discounted Services are exclusive to participating Practices and may vary by Practice; and

Practice may charge late or missed-appointment fees that will be Member’s responsibility. Patient should contact the Practice regarding any such fees.

Those terms listed in Exhibit A.

5. Membership Plan Limitations, Renewal, Cancellation and Re-Enrollment

Not all Dental Services are included in the Bundle(s) under the Membership Plan. Only those specifically listed by the applicable Practice as included Dental Services are including in the applicable Membership Plan at no additional charge to the Patient. If the Patient requires any Dental Services that are not included in the Bundle(s), the Patient is responsible for paying the Practice for those Discounted Services at the (discounted) rates established by the Practice. Any disputes over the fees charged must be addressed directly with the Practice from whom the Patient purchased a Membership Plan. The Patient’s selection of a Practice is the Patient’s responsibility and is not based on any representations made by Company. Company does not guarantee that any particular Practice will continue to offer a Membership Plan for any period of time. In addition, Company reserves the right to change, modify or make substitutions in the Practices included in the Search at any time, and from time to time, without notice. Such changes will be reflected on the Platform. Company strongly recommends that Patient confirms a Practice’s participation before Patient receives any Dental Services from that Practice. By enrolling in the Membership Plan, Members hereby give permission to Company and its affiliates to market and offer services to Patient that are unrelated to the Membership Plan.

A Patient may not cancel a membership in a Membership Plan during the Membership Term, except in the case of a material breach by the applicable Practice. Memberships in Membership Plans automatically renew upon expiration of the Membership Term, unless the Patient or Practice gives written notice of termination (“Notice of Termination”) to the other party at least five days before the renewal. Company cannot give a Notice of Termination on behalf of a Patient or Practice. The Practice may terminate a Member’s membership in a Membership Plan at any time for any reason, including for non-payment of Membership Price.

PLANS ARE NON-REFUNDABLE. No refunds will be issued at any time if a Patient decides not to utilize the Membership Plan. Company does not provide refunds. If Patient feels that the Practice is unable to remedy Patient’s concerns, Patient may email Company at service@cloudplans.com. However, please understand that Company simply provides the software that automates these memberships, for the Practice and Patient, and has no authority over the Practice. Company does not administer the Membership Plan(s).

6. Payment Terms and Processing

The Practice offering the Membership Plan that the Patient chooses will specify available payment plans, such as paying month-to-month or paying annually. In each case, Membership Prices will be due in advance and the Member’s payment method on file will be billed accordingly. Company uses a third-party payment processor to collect and process all payments (see below). In order to make payment, the Patient is required to agree to the third-party terms and conditions and/or privacy policy.

7. Representations and Warranties and Limitation of Liability

ALL SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE PLATFORM AND OUR PLATFORM SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT USE OF THE PLATFORM OR THE PLATFORM SERVICES WILL RESULT IN COMPLIANCE, FULFILLMENT OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY OR THAT THE PLATFORM OR PLATFORM SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO CERTAIN PROVISIONS OF THIS SECTION MAY NOT APPLY TO YOU; HOWEVER, THEY APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY OR OTHER DUTY), MISREPRESENTATION, RESTITUTION, DELAY, FAILURE TO PERFORM, OR OTHERWISE HOWSOEVER ARISING IN RELATION TO THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF MONEY RECEIVED FROM YOU/USER IN THE TWELVE MONTHS PRIOR TO THE DATE OF WHICH THE CLAIM AROSE.

COMPANY MAKES NO REPRESENTATIONS REGARDING ANY PRACTICE OFFERING A MEMBERSHIP PLAN. PRACTICES ARE INDEPENDENT CONTRACTORS AND ARE NEITHER EMPLOYEES NOR AGENTS OF COMPANY OR ITS AFFILIATES. COMPANY CANNOT GUARANTEE THE CONTINUED PARTICIPATION OF ANY PRACTICE IN THE MEMBERSHIP PLAN. PRACTICES ARE SUBJECT TO CHANGE WITHOUT NOTICE AND IF A PRACTICE LEAVES THE MEMBERSHIP PLAN, AND PATIENT WISHES TO CONTINUE PARTICIPATING IN A MEMBERSHIP PLAN, PATIENT WILL NEED TO SELECT ANOTHER PRACTICE.

THE PRACTICE FROM WHOM A MEMBER PURCHASES A MEMBERSHIP PLAN IS SOLELY RESPONSIBLE FOR THE PROFESSIONAL ADVICE, TREATMENT AND CARE, AS WELL AS THE OVERALL QUALITY OF THE DENTAL SERVICES HE/SHE PROVIDES FOR MEMBER. THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING ANY ASPECTS OF THE DENTAL SERVICES, OR THE QUALITY OR OUTCOME OF SUCH SERVICES FURNISHED BY PRACTICES. THE COMPANY HAS NO RESPONSIBILITY OR LIABILITY TO MEMBERS OR ANY OTHER PERSON WITH REGARD TO ANY OF THESE MATTERS, AND MEMBER MUST ADDRESS ALL OF THEM SOLELY WITH THE PRACTICE.

COMPANY DOES NOT PROVIDE DENTAL SERVICES OF ANY KIND. ACCORDINGLY, PATIENT, FOR PATIENT’S SELF AND FOR EACH OF PATIENT’S FAMILY MEMBERS WHO PATIENT ENROLLS IN A MEMBERSHIP PLAN THROUGH THE PLATFORM, AS THE CASE MAY BE, HEREBY FOREVER RELEASES AND DISCHARGES COMPANY AND ITS OFFICERS, DIRECTORS, MEMBERS, AGENTS, EMPLOYEES, AND AFFILIATES FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS AND CAUSES OF ACTION, WHATSOEVER, THAT PATIENT OR SUCH FAMILY MEMBER MAY HAVE BY REASON OF ANY DAMAGE OR PERSONAL INJURY SUSTAINED AS A RESULT OF OR IN CONNECTION WITH ANY DENTAL SERVICES PROVIDED TO PATIENT OR PATIENT’S FAMILY MEMBER BY A PRACTICE. PATIETN’S SOLE RECOURSE AGAINST COMPANY SHALL BE CANCELLATION OF PATIENT’S ENROLLMENT IN THE MEMBERSHIP PLAN.

8. Platform Fees and Membership Price

Practice shall pay Company an access fee (the “Fee”), as detailed on the Platform’s point of sale page and there accepted by the Practice, in exchange for access to certain parts and functionalities of the Platform, including the ability to offer and sell Membership Plans and enroll Patients therein. Practice authorizes Company to automatically charge Practice’s credit or debit card on file for the Fee when due.

Patient shall be responsible for paying the applicable Membership Price, and in each case, Membership Prices will be due in advance and Patient’s payment method on file will be billed accordingly.

If Patient fails to pay any fees owed to a Practice or any amounts due under this Agreement, Company may suspend or close Patient’s account and revoke Patient’s access to the Platform. Similarly, in the event Patient causes Patient’s credit card or debit card company to reverse or “chargeback” any fees charged in accordance with this Agreement, the Company and/or applicable Practice may terminate Patient’s enrollment in the Membership Plan and Patient agrees to reimburse the Company and/or the Practice for any costs incurred in responding to such chargeback, including, without limitation, Company’s and the Practice’s actual costs paid to the credit/debit card company, including chargeback fees, and the value of the time the Company and Practice’s employees/contractors spend on the matter as determined in the Company’s or Practice’s discretion in good faith. Further, Company has no obligation to refund any amounts paid by a Patient whose account is subsequently suspended. Without limiting other available remedies, Patient must pay Company upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Company may, in its discretion, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

The parties agree that any Fees payable under this Agreement are for access to the Platform and the Platform Services. Practice and Company acknowledge that they are not dividing, sharing, splitting or allocating, either directly or indirectly, any fees for dental services or referrals, and that nothing in this Agreement shall be construed as a promise or obligation of either party to refer patients or business to another party. Practice acknowledges that a portion of the Fee may constitute compensation for fee-based advertising under applicable law. The Practice hereby expressly consents to the engagement of the Company to provide such advertising and hereby expressly consents to the Practice’s participation in the arrangement contemplated by this Agreement including, without limitation, any and all statutory requirements applicable to such arrangement.

9. Payment Methods

In order to use the Platform, User must provide account information for at least one valid payment method (“Payment Method”). Payment Method, as used herein includes: credit cards and debit cards. User hereby authorizes Company and its Affiliates to run credit card authorizations on all credit cards provided by User, to store credit card and banking details as User’s method of payment for Services, and to charge User’s credit card.

By providing Payment Method information through the Platform or Company’s Affiliates, User represents, warrants, and covenants that: (i) User is legally authorized to provide such information to us; (ii) User is legally authorized to perform payments using the Payment Method(s); and (iii) such action does not violate the terms and conditions applicable to User's use of such Payment Method(s) or applicable law. When User authorizes a payment using a Payment Method via the Platform, User represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from User's Payment Method(s), User is solely responsible for paying such amounts by other means.

User hereby authorizes Company to automatically charge User’s credit or debit card on file for any amounts owed to Company. Further, Patient authorizes Company to automatically charge Patient’s credit or debit card on file for any amounts owed to a Practice.

Company reserves the right to seek reimbursement from User, and User will reimburse Company, if Company suspects fraud or criminal activity associated with User’s payment, withdrawal, or request, if Company discovers erroneous or duplicate transactions, or if Company has supplied its services in accordance with this Agreement yet Company receives any chargeback from the credit card company, bank, or other payment method as used by User.

Payment processing services for Users on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a User on the Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Platform enabling payment processing services through Stripe, you agree to provide the Platform accurate and complete information about you and your business (if applicable), and you authorize the Platform to share it and transaction information related to your use of the payment processing services provided by Stripe.

10. Marketplace Feedback

For the benefit of other Users of the Platform, Company encourages you to leave objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments and ratings left by other Users and that Company will make available to other marketplace Users a composite feedback number based on these individual ratings. Company provides its feedback system as a means through which Users can share their opinions publicly and Company does not monitor or censor these opinions. Company does not investigate any remarks posted by Users for accuracy or reliability unless a User requests that Company do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of User’s remarks if a court finds that User’s remarks are legally actionable or defamatory. Company is not legally responsible for any feedback or comments posted or made available on the Platform by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Company reserves the right (but is under no obligation) to remove posted feedback or information that in Company's sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.

Company is not required to and may not verify any feedback or information given to Company by Practices or Users, nor does Company perform background checks on Practices or Users. User hereby acknowledges and agrees that Company may provide information on the Platform about a Practice or User, such as feedback, a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Practice or User voluntarily submits to Company and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Company; Company provides such information solely for the convenience of Users and specifically disclaims all representations and warranties with respect to the truthfulness, accuracy, and completeness of such information.

11. Agreement Term and Termination

This Agreement will become effective upon User’s first visit to the Platform and will remain in effect for the duration of User’s use of the Platform. Unless both User and Company agree otherwise in writing, either party may terminate this Agreement in its sole discretion, at any time, without explanation, upon written notice to the other. In the event User properly terminates this Agreement, User’s right to use the Platform is automatically revoked, and User’s Account will be closed. Practice’s obligations to Patients under any existing Membership Plans shall survive termination, and Practice shall be solely responsible for the continued administration of said Membership Plans. Patient’s obligations to Practice under any existing Membership Plan shall survive termination. Practice will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination. Those portions of the Terms, as between Practice and Patient, necessary to implement the foregoing survive termination of this Agreement for any reason. In no event, however, shall Company have any ongoing obligations to Users after termination.


Company has the right, but not the obligation, to suspend or revoke User’s access to the Platform and Platform services if Company believes that User has violated or acted inconsistently with the letter or spirit of this Agreement or violated Company’s rights or those of another party. Without limiting Company's other remedies, Company may temporarily suspend, indefinitely suspend, or permanently revoke User’s access to the Platform and refuse to provide any or all Platform Services to User if: (a) User breaches the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms; (b) Company suspects or becomes aware that User has provided false or misleading information to Company; or (c) Company believes, in its sole discretion, that User’s actions may cause legal liability for User, our Users, or Company or our Affiliates; may be contrary to the interests of the Platform or the User community; or may involve illicit activity. Once User’s Account is suspended or closed, User must not continue to use the Platform under the same Account or a different Account or reregister under a new Account without Company's prior written consent. If User attempts to use the Platform under a different Account, Company reserves the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by User to the extent permitted by applicable law. User understands that any closure of User’s Account may involve deletion of any content stored in User’s Account for which Company will have no liability whatsoever.

Without limiting Company's other remedies, if User engages in actions or activities that circumvent the Platform or otherwise reduce fees owed Company or Company’s Affiliates under this Agreement, User must pay Company for all fees owed to Company and its Affiliates and reimburse Company for all losses and costs (including any and all time of Company's employees) and reasonable expenses (including attorneys' fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

When User’s Account is closed for any reason, User will no longer have access to data, messages, files, and other material User keeps on the Platform.

No party to this Agreement shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other party arising from or incident to any termination of this Agreement which complies with the terms of the Agreement whether or not the terminating party is aware of any such damage, loss or expenses.

Upon termination or expiration of this Agreement for any reason whatsoever, Practice (i) shall immediately discontinue any use of the name, logotype, Marks or slogans of Company, (ii) shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the parties, (iii) will immediately return to Company all Proprietary Information and any other information or materials of Company.

Termination of this Agreement and/or closing of User’s Account will not relieve User of the requirement to pay for Platform Services performed prior to the effective date of the termination. Except as otherwise required by applicable law, Company will notify User if Company closes User’s Account, unless Company believes, in its sole judgment, that giving notice may cause damage. User acknowledges and agrees that the value, reputation, and goodwill of the Platform depends on transparency of User's Account status to all Users. User therefore agrees as follows: IF COMPANY DECIDES TO SUSPEND OR CLOSE USER’S ACCOUNT, COMPANY HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS TO INFORM THEM OF USER’S SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR USER’S ACCOUNT SUSPENSION OR CLOSURE.

After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect.

12. Licenses and Third-Party Content

Platform License and Intellectual Property Rights - Subject to and conditioned on compliance with this Agreement, Company grants User a limited license to access and, if User has created an Account, to use the Platform for the purpose of using the services described by this Agreement. User must not access (or attempt to access) the Platform or Platform Services by any means other than the interface provided by Company, and User will not use information from the Platform for any purposes other than the purposes for which it was made available. User agrees not to use the Platform for offering or purchasing any goods or services other than those permitted by this Agreement and in accordance with its terms. User must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Platform in any way for any public or commercial purpose without Company's prior written consent. User must not use any content of the Platform on any other website or in a networked computer environment for any purpose except User’s own viewing. User must not frame or link to the Platform except as permitted in writing by Company. User must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Platform unless expressly permitted by applicable law. User will not access the Platform in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Platform. Company and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the services it provides. All other product names, company names, marks, logos, and symbols on the Platform may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Company's or any third party's Intellectual Property Rights, whether by estoppel, implication, or otherwise.

User Content License. When User posts User Content on the Platform or through the Platform services, User represents and warrants that User has the right, power, and authority to post that User Content and grant the licenses specified below. User further represents and warrants that, by posting such User Content, User will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent User’s User Content may be copyrightable, User represents, warrants, and covenants that User is the owner of all the copyright rights to such User Content and that Company may exercise the rights to User’s User Content granted under this Agreement without any liability or obligation for any payment. User retains all ownership rights in any User Content User posts on Company. To the extent permitted by applicable law, User also grants to Company and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and User’s name, voice, and/or likeness as contained in User’s User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Platform and Company's (and our successors' and Affiliates') business, including, without limitation, for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels. User also hereby grants each User a non-exclusive license to access User’s User Content through the Platform and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Platform and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law. The licenses to User Content granted by User in this Agreement will terminate within a commercially reasonable time after User removes or deletes User’s User Content from the Platform, except that User grants Company and its successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that User has removed or deleted to the extent permitted by applicable law. User may submit comments or ideas about the Platform and its services, including without limitation about how to improve the Platform or its services (collectively, “Ideas”). By submitting any Ideas, User agree that: (i) User’s disclosure is gratuitous, unsolicited, and without restriction and will not place Company under any fiduciary or other obligation, (ii) User’s Ideas do not contain the confidential or proprietary information of third parties, and (iii) Company is free to use the Ideas without any additional compensation to User and to disclose the Ideas on a non-confidential basis or otherwise to anyone. User further acknowledges and agrees that, by acceptance of User’s submission, Company does not waive any rights to use similar or related ideas known or developed by Company or obtained from sources other than User.

Practice License Grant. Subject to the terms and conditions of this Agreement, the Practice hereby grants to the Company during the Term a non-exclusive, royalty-free and fully paid up license to display, distribute, reproduce, copy and otherwise use any of the Practice’s intellectual property, if any, and any other marketing material furnished by the Practice to the Company hereunder (collectively, “Practice’s Intellectual Property”), on or in connection with the Platform and for any other purpose related to the Company’s performance of the Services.

Company License Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to the Practice during the Term a limited, non-exclusive, royalty- free, non-transferable, non-sublicensable license to use the any trademark(s) that may be developed by the Company during the Term and that relate exclusively to the Practice’s use of the Platform (the “Company’s Trademark(s)”). The Practice acknowledges that the Company’s Trademarks may only be used by Practice in connection with the Practice’s use of the Platform.

Termination of Licenses. Upon the expiration or earlier termination of this Agreement, the licenses granted hereunder shall immediately terminate and the Company shall immediately cease using the Practice’s Intellectual Property and the Practice shall immediately cease using the Company’s Trademark(s).

Unauthorized Access and Use; Platform Interference; Malicious Software - The Platform contains robot exclusion headers. User agrees that User will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission. User will not access the audiovisual content available on the Platform for any purpose or in any manner other than streaming. User agrees that User will not: (a) take any action that imposes or Company believes may impose (in Company’s sole discretion) an unreasonable or disproportionately large load on the Platform's infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content User has submitted to the Platform) from the Platform, any software code that is part of the Platform, or any services that are offered on the Platform without the prior express written permission of Company and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Platform or any activities conducted on the Platform; (d) bypass any measures Company may use to prevent or restrict access to the Platform or any subparts of the Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (g) collect or harvest any personally identifiable information, including Account names, from the Platform; (h) access any content on the Platform through any technology or means other than those provided or authorized by the Platform; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services. Additionally, User agrees that User will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Platform or the Platform software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow User or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Platform or any other software, firmware, hardware, computer system, or network of Company or any third party.

Third-Party Verification. The Platform makes available various services provided by third parties to verify a User's credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Company. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Platform by anyone other than Company's authorized employees acting in their official capacities.

Links and Applications. The Platform may contain links to third-party websites. The Platform may also contain applications that allow User to access third-party websites via the Platform. Such third-party websites are owned and operated by the third parties and/or their licensors. User’s access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. User acknowledges and agrees that Company is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites or security or regulatory compliance of such websites. User is responsible for deciding if User wants to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Platform does not imply that Company endorses the linked Platform or application. User uses the links and third-party websites at User’s own risk and agrees that User’s use of an application or third-party website via the Platform is on an “as is” and “as available” basis without any warranty for any purpose.

Mobile and Other Devices. When using Company’s mobile applications, please be aware that User’s carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Company’s mobile applications may not contain the same functionality available on the Platform. Company may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. User agrees that Company does not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. User will promptly download and install all Updates and acknowledges and agrees that the Platform or portions thereof may not work properly should User fail to do so. User further agrees that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Company reserves the right, at any time, to modify, suspend, or discontinue the Platform or any part thereof without notice. User agrees Company will not be liable to User or any third party for any modification, suspension, or discontinuance of the Platform or any part thereof.

13. Third-Party Beneficiary

All Users agree that Company has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as Company, in our sole discretion, deems necessary to enforce its rights as third-party beneficiary. This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Company, except and solely to the extent expressly stated in this Agreement.

14. Release

In addition to the recognition that Company is not a party to any agreement between Patient and Practice, User hereby releases Company, its Affiliates, and their respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute User has with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of Dental Services provided to Patient by a Practice and requests for refunds based upon disputes.

TO THE EXTENT APPLICABLE, USER HEREBY WAIVES THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”)

This release will not apply to a claim that Company failed to meet its obligations under this Agreement.

15. Indemnification

User will indemnify, defend, and hold harmless Company, its Affiliates, and their respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by User or a third party against an Indemnified Party relating to: (a) use of the Platform and its services by User or User’s agents, including any payment obligations incurred through use of the Platform, as applicable; (b) arising out of Patient’s participation in the Membership Plan, including any obligations incurred, as applicable; (c) failure to comply with this Agreement by User or User’s agents; (d) failure to comply with applicable law by User or User’s agents, including without limitation all applicable privacy and information security laws and regulations; (e) negligence, willful misconduct, or fraud by User or User’s agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by User or User’s agents.

16. Trademarks, Trade Names and Other Designations

Subject to the terms of this Agreement, Company grants Practice the right to use and display Company trademarks, tradenames and other designations of source (“Marks”) as they may appear with respect to the services solely for the purposes set forth in this Agreement. All such use of the Marks shall be in accordance with Company’s Mark usage guidelines. Notwithstanding the foregoing, any such use or proposed use of the Marks shall be presented to Company for approval not less than ten (10) business days prior to the intended date of use. Practice/Practice will not use, register or take other action with respect to any Mark used anywhere in the world by Company, except to the extent authorized in advance writing by Company. Other than as expressly and unambiguously provided in this Agreement, Practice/Practice shall not have any right to use the Marks.

17. Proprietary Rights

User acknowledges that, in the course of this Agreement, it may obtain business, legal, technical, financial or other information relating to Company, all of which is confidential and proprietary, including the terms of the Agreement itself (“Proprietary Information”). User shall, at all times, both during the term of this Agreement and after its termination, keep in trust and strict confidence all such Proprietary Information, and shall not use such Proprietary Information other than required by this Agreement; nor shall User disclose any such Proprietary Information to any person without Company’s prior written consent. User shall not be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of User, or is lawfully received by User from third parties without restriction and without breach of any duty of nondisclosure by any such third party. User acknowledges and agrees that Company owns all right, title and interest in and to the Proprietary Information, documentation, sales and marketing materials, and all Marks, as well as all Intellectual Property Rights related to the foregoing. User agrees that Company will, in addition to any other remedies available to it at law or equity, be entitled to injunctive relief to enforce the terms of this Section, without the necessity of posting any bond or undertaking, and will be entitled to recover all costs and expenses, including attorneys’ fees, incurred in any legal action arising under this Section.

18. Disputes

If a dispute arises between User and Company or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, User, Company, and our Affiliates agree to resolve any claim, dispute, or controversy arising out of or related to this Agreement or User’s relationship with Company (including any claimed employment with Company or one of its Affiliates or successors) or termination of User’s relationship with Company, regardless of the date of Claim accrual, (each, a “Claim”) in accordance with this Section.

This Agreement and any Claim will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions; provided, however, that any Claims made by any Practice located within the United States will be governed by the law of the state in which such Practice resides.

Before serving a demand for arbitration of a Claim, or otherwise seeking relief, User agrees to first provide written notification to Company of the Claim (the “Notice”) and seek informal resolution of the Claim. The Notice must include User’s name, pertinent account information, a brief description of the Claim, and User’s contact information, so that Company may evaluate the Claim and attempt to informally resolve the Claim. Company will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.

In the unlikely event that Company is unable to resolve a Claim within 60 days of its receipt of the Notice, User, Company, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from the American Arbitration Association (“AAA”). AAA may be contacted at www.adr.org. User and Company agree that any legal dispute or controversy concerning the arbitrability of any claim will be resolved by binding arbitration administered by AAA. If for any reason AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

CLASS ACTION AND JURY TRIAL WAIVER - THIS ARBITRATION PROVISION AFFECTS USER’S ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH USER AND COMPANY AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM USER BRINGS AS A PRIVATE ATTORNEY GENERAL SOLELY ON USER’S OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE AAA RULES, DISPUTES REGARDING THE VALIDITY, ENFORCEABILITY OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE WILL BE ENFORCED IN ARBITRATION. USER AND COMPANY AGREE THAT USER WILL NOT BE RETALIATED AGAINST, DISCIPLINED OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING USER’S RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, COMPANY MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER WILL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.

User may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Company in writing within 30 days of the date User first registered for the Platform. To opt out, User must send a written notification to Company at legal@clouddentistry.com that includes (a) User’s account username, (b) User’s name, (c) User’s address, (d) User’s telephone number, (e) User’s email address, and (f) a clear statement indicating that User does not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

19. Miscellaneous

User may not assign this Agreement or any right or obligation without the prior written consent of Company and any purported transfer or assignment will be void. Company may assign this Agreement to any Affiliate or third party. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Even though Company drafted this Agreement, User represents that User had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring User or Company because of the authorship of any provision of this Agreement. No modification or amendment to this Agreement will be binding upon Company unless in a written instrument signed by a duly authorized representative of Company. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party. This Agreement shall be governed by and construed under the laws of Texas without regard to the conflicts of law provisions thereof. This Agreement is the sole agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or discussions between the parties with respect thereto.

20. Definitions

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Company.

“Practice” means any authorized User utilizing the Platform to offer one or more Membership Plans to another User.

“Practice Account” means an Account created as a dental practice by a Practice.

“Patient Account” means an Account created for the purpose of searching and purchasing Membership Plans.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit or debit card issued by a bank acceptable to Company, or such other method of payment as Company may accept from time to time in our sole discretion.

“User Content” means any data, feedback, content, text, video, music, or other information that User posts to any part of the Platform. User’s Content (i) shall not contain vulgar, profane, abusive, hateful or sexually-explicit language or imager, epithets or slurs, texts in poor taste, inflammatory attacks of a personal, sexual, racial or religious nature, or expressions of bigotry, racism, discrimination or hate; (ii) shall not be defamatory, threatening, disparaging, false, misleading, deceptive, fraudulent, inaccurate, or unfair, contain gross exaggeration or unsubstantiated claims, violate the privacy rights of any third party, unreasonably harmful or offensive to any individual or community, contain any actionable statement or tend to mislead or reflect unfairly on any other person, business or entity; (iii) shall not disclose any personal identifying information relating to or images of a minor; (iv) User’s Content shall not link to any commercial or other website; and (v) User shall not create Content that is not otherwise in compliance with this Agreement. User understands that User Content is not endorsed by us and does not represent the views of Company nor our subsidiaries, affiliates, agents, officers or directors. Company specifically disclaims any duty, obligation, or responsibility to review, screen, refuse to post, remove, or edit any User Content. Company reserves the right (but disclaims any duty, obligation or responsibility) to review, screen, refuse to post, remove in their entirety, or edit (at any time and without prior notice) any User Content for any reason or no reason whatsoever, in our absolute and sole discretion.

EXHIBIT A

MEMBERSHIP PLAN GENERAL INFORMATION

Although each participating Practice is responsible for deciding what their Membership Plan includes: including but not limited to, sign-up form, how much it costs, payment options (monthly or annual), participant age restrictions, family discounts, additional treatment discounts – minimum monthly/annual prices are listed on Planrise.com, in order to help patients make informed decisions. Basic Membership Plan Terms are as follows:

(i) Access. All Membership Plans provide Patient with reasonable access to the dental services listed on the online membership plan – but hours/days vary by location. Also, offices may be unavailable for extended periods of time due to unforeseen circumstances, such as ongoing Covid-19 concerns, etc.

(ii) No Carry-Over and Non-Transferable. All Membership Plans provide that unused dental services do not carry over from year to year and are non-transferable.

(iii) Membership Plan Sign-Up and Payment. You agree to pay membership fee as listed on the online membership plan at the point of sale. Note that all online payments are processed by a third party, Stripe – for more information please go to https://stripe.com

(iv) Flexible Membership Plan Term. The term of the Membership Plan allows Patient flexibility – available in either annual or monthly option - as specified by the dental office on the point of sale page. Please note that early termination of a Membership Plan is not allowed. Membership will automatically renew on the anniversary date unless written request to cancel is received by Practice prior to the renewal, as specified by Patient’s selected Practice.

(v) NOT DENTAL INSURANCE. By signing-up for a Membership Plan, Patient understands and agrees that the Membership Plan is NOT dental insurance and the Membership Price is not an insurance premium. Rather, it is a membership program for dental services.

(vi) Payment for Services. Patient is responsible for payment of any dental services provided that are not covered (or discounted) by the Membership Plan of the selected Practice/Plan.