Member Terms and Conditions

1. Plan Summary and Disclosures

The discount dental membership plan that you have enrolled in (the "Plan") is administered by Benefit Administrative Solutions Inc., doing business as Smile Pilot ("Company"). Membership in the Plan entitles you, the member (referred to herein as "you" or "Member"), to discounts on certain identified dental services and/or products rendered by participating dental providers in accordance with the Plan Document. Discounts may vary depending on the type of provider, the office location, and/or the service received. Members may visit the Plan website or contact Company's Member Support department to obtain additional information, including an up-to-date list of participating providers and a complete description of available discounts.

Mailing Address: P.O. Box 424
Smithfield, UT 84335
Attention: Member Support
Email: info@mysmilepilot.com

2. Definitions

• Agreement: The complete Plan membership contract between Company and the Member, consisting of (i) the enrollment application, (ii) these Member Terms, and (iii) the Plan Document.
• Effective Date: The date that the Member submits the completed enrollment application and full payment of applicable Membership Fees to Company for the initial term of service. Members shall be entitled to receive available discounts as of the Effective Date.
• Account: The online membership account associated with your enrollment in the Plan, which may be accessed through the Plan website using your login credentials and which contains your membership, billing, and related information.
• Plan Document: A document describing various Plan features, including a schedule of applicable fees to be charged to Members for dental services rendered under the Plan. Plan Document may be updated from time to time by placing an updated version on the Plan website.
• Member: An individual enrolled in Plan. Plan shall only cover those individuals who are enrolled in the Plan at the time of service.
• Member Terms: These Member Terms and Conditions.
• Membership Fees: Fees payable to Company upon enrollment in Plan and upon each successive renewal of Plan term.
• Provider: A licensed dental services provider participating in Plan.
• Practice Location: A practice location with one or more Providers participating in the Plan.
• Payment Method: Your chosen payment provider (credit card, debit card, or bank account) used for payment of Membership Fees.
• Payment Processor: A third-party payment processor used by Company to process electronic payments of Membership Fees.

3. Plan Description, Limitations, Exclusions & Exceptions

Plan is a discount dental membership plan administered by Company and offered by participating dental practices and online through the Plan website. Company is not a licensed insurer, health maintenance organization, preferred provider organization, nor underwriter of health care services. Company is not licensed to provide and does not provide dental services, products, nor other medical advice or otherwise engage in the practice of dentistry or medicine.

Members are eligible to receive discounts on certain identified dental services and/or products in accordance with the applicable Plan Document from any Provider participating in Plan. Members are obligated to pay Providers for dental services or products at the time of service in accordance with the Provider's payment policies. No portion of any Provider's fees will be reimbursed or otherwise paid by Company. Because some savings are based on a percentage of the individual Provider's usual and customary rates normally charged to uninsured, self-pay patients, actual savings may vary.

Plan may not be combined or used in conjunction with any other membership plan, discount health care program or third-party payor program, including government and private third-party payor programs (e.g., Medicaid, private insurance). All savings amounts listed on Plan Document are current savings offered by Providers and are subject to change. From time to time, Providers may, at their discretion, offer services or products to the general public at prices lower than the discounted prices available through Plan membership. Exact member savings and availability of certain procedures or products may vary by location. In addition, the Plan Document may be updated from time to time, which may affect the discount(s) being offered to you.

Providers are solely responsible for the services and products received by Members, and Company disclaims any liability with respect to the provision of such services and products. Company cannot guarantee the continued participation of any Provider or Practice Location, and such participation may be terminated at any time without prior notice to Members.

Membership Fees may vary from term to term; you will be provided with notice of any changes to Membership Fees using your contact information provided to Company. Membership Fees are paid in exchange for access to discounts offered through Plan and are not payment for dental services or products provided by Providers.

4. Enrollment

Members enrolled in Plan are eligible to receive discounts on identified dental services and/or products in accordance with the applicable Plan Document from participating Provider(s). Members may obtain an updated list of Providers at any time by visiting the Plan website or by contacting Member Support. If any Practice Location's participation in Plan is terminated, affected Members shall be given an opportunity to select a new Practice Location from the list of participating Practice Locations; if there are no other participating Practice Locations offering services in Member's immediate area, Member may request a membership cancellation and pro-rata refund of Membership Fees in accordance with Company's cancellation policy as set forth in Section 7 below. As used herein, "immediate area" means a driving distance of either 30 minutes or 15 miles from the Member's residence or workplace, or as otherwise established at the time of enrolling in the Plan.

Individual Members are eligible to purchase additional memberships for a spouse, registered domestic partner, or dependent (including adult disabled dependents) at any time by contacting Member Support or by using the self-service Member portal on the Plan website. Please note that adding additional memberships may require upgrading to a family plan.

When you enroll in a membership plan, you agree to:

• Provide accurate, current, and complete information during enrollment
• Maintain and promptly update your account information, including billing address, credit card number, or credit card expiration date
• Maintain the security of your account credentials
• Accept responsibility for all activities that occur under your account
• Promptly notify Company or the Payment Processor if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your username or password

5. Payments

Company uses a third-party payment processor (the "Payment Processor") to process electronic payments of Membership Fees. Company is not responsible for any error by, or other acts or omissions of, the Payment Processor. By enrolling in a Plan or adding a new member to a Plan, you agree to pay Company, through the Payment Processor, the applicable Membership Fees and you authorize Company, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY COMPANY OR THE PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USERNAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT COMPANY MAY CONTINUE CHARGING YOU FOR MEMBERSHIP FEES UNTIL YOU HAVE CANCELLED YOUR PARTICIPATION IN A PLAN PURSUANT TO SECTION 7 OF THESE MEMBER TERMS.

You may change your Payment Method at any time by logging into your account or by contacting Member Support. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may suspend your access to the Plan until we have obtained a valid Payment Method. When you update your Payment Method, Company may continue to charge your prior Payment Method to obtain payment of any unpaid membership fees.

Membership Fees are billed on a monthly or annual basis, as specified in your membership plan. Fees are due in advance and are non-refundable except as required by law or as specified in these Terms. We reserve the right to change membership fees at any time. We will provide at least 30 days' notice of any fee increases using your contact information on file. Continued use of the Services after the effective date of the fee change constitutes acceptance of the new fees.

6. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any portion of the Services
• Interfere with or disrupt the Services or servers connected to the Services
• Use automated systems to access the Services without our prior written consent
• Share your account credentials with others
• Use the Services to transmit any harmful or malicious code
• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity
• Collect or store personal data about other users without their express permission
• Not to use in any way contrary to the intended function and programming of the Services

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

7. Cancellation and Refunds

7.1 Member Cancellation

You may cancel your membership at any time by contacting Member Support via email, telephone, or through your member portal. Cancellation will be effective at the end of your current billing period. You will continue to have access to membership benefits until the end of the paid period.

7.2 Refund Policy

You will receive a full refund of Membership Fees paid to Company if (i) the cancellation request is received within the first thirty (30) days of the current annual contract term (the "Cancellation Window"), and (ii) no discounted dental services or products have been provided during the current term to any Member(s) enrolled in the Plan.

Arkansas, Florida, Louisiana, and Washington residents: You may be entitled to a full refund of Membership Fees paid to Company if the cancellation request is received within the Cancellation Window, regardless of whether any discounted dental services or products have been provided to any Member(s) under the Plan during the current term.

Residents of California, Florida, and Oklahoma: If you cancel outside of the Cancellation Window, you may be entitled to a pro-rata refund. Please contact Member Support for details regarding pro-rata refund calculations.

Membership fees are generally non-refundable outside of the circumstances described above. However, we may provide refunds if required by applicable law or if we are unable to provide the services due to circumstances beyond our control.

7.3 Termination by Company

We reserve the right to suspend or terminate your membership if you violate these Terms, engage in Fraudulent inducement, material misrepresentation, intent to deceive, fail to pay Membership Fees when due, or for any other reason we deem necessary to ensure and protect the continuation of (i) Services, (ii) the experience of program users or administrators, (iii) company assets or property (including data). In the event of termination by Company for cause, you will not be entitled to a refund of any Membership Fees paid.

8. Dental Services and Providers

Smile Pilot is an administrative platform that facilitates membership plans between you and participating dental practices. We are not a dental practice and do not provide dental services directly. All dental services are provided by licensed dental professionals at participating practices.

The availability of specific services depends on your membership plan and the participating dental practice. Services are subject to the practice's schedule, availability, and professional judgment. We do not guarantee specific dental outcomes or results. All dental services are provided at the discretion of licensed dental professionals, and treatment decisions are made by your dental provider. Complaints about dental work done using Smile Pilot discounts should be directed to the participating dental practice.

Company cannot guarantee the continued participation of any Provider or Practice Location, and such participation may be terminated at any time without prior notice to Members. If a Provider or Practice Location terminates participation, affected Members will be notified and may select an alternative participating Provider or Practice Location.

9. Complaint Procedure

Complaints regarding your Plan membership must be submitted in writing to Member Support via email or mail to the address listed in Section 1 above. Member Support shall review your complaint and contact you, using the contact information on the account provided by you, regarding a resolution within five (5) business days.

If you are dissatisfied after completing the complaint procedure detailed above, you may contact your state insurance department. Member Support will provide contact information for your state insurance department upon request.

10. Intellectual Property

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, and software, are owned by Benefit Administrative Solutions Inc. or its licensors and are protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

11. Warranty Disclaimer and Limitation of Liability

11.1 Warranty Disclaimer

Company and its partners, parents, subsidiaries, and affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Company and all such parties together, the "Company Parties") make no representations or warranties concerning the Plan, including without limitation the quality of services or products provided by Providers, and the Company Parties will not be responsible or liable for any claims, actions, suits, procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Plan.

THE PLAN IS PROVIDED BY COMPANY ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11.2 Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, (B) ANY SUBSTITUTE SERVICES, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO COMPANY IN CONNECTION WITH THE PLAN IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM OR (D) ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT ANY OF THE FOREGOING LIMITATIONS ARE DETERMINED TO BE UNENFORCEABLE OR INAPPLICABLE, COMPANY PARTIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND IN NO EVENT SHALL SUCH LIABILITY EXCEED THE ACTUAL, DIRECT DAMAGES INCURRED BY YOU, UP TO A MAXIMUM OF THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO COMPANY IN CONNECTION WITH THE PLAN IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Benefit Administrative Solutions Inc., its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with your use of the Services, violation of these Terms, or violation of any rights of another party.

13. Assignment

You may not assign, delegate or transfer these Member Terms or your rights or obligations hereunder, or your Plan account without Company's prior written consent. Company may transfer, assign, or delegate these Member Terms and our rights and obligations without consent.

14. Dispute Resolution and Arbitration

Please read the following Arbitration Agreement carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from Company. Both you and Company acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Member Terms, Company's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Member Terms, and that upon your acceptance of these Member Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Member Terms against you as the third-party beneficiary hereof.

14.1 Arbitration Rules; Applicability of Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Member Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

14.2 Costs of Arbitration

The Rules will govern payment of all arbitration fees. Company will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. For claims equal to or greater than seventy-five thousand ($75,000) dollars, arbitration fees shall be allocated in accordance with the Rules, provided that Company's total obligation for arbitration fees for any single claim or consolidated claims arising from the same underlying dispute shall not exceed twenty-five thousand ($25,000) dollars, and you shall be responsible for any arbitration fees in excess of such amount. Company will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. In no event shall Company's total liability for arbitration fees across all disputes with you exceed fifty thousand ($50,000) dollars in any twelve (12) month period.

14.3 Waiver of Jury Trial

YOU MEMBER AND COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You Member and Company are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than procedures applicable in court and are subject to very limited review by a court. In any litigation between You Member and Company over whether to vacate or enforce an arbitration award, YOU MEMBER AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

14.4 Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Company is entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth in Section 14.6 below.

14.5 Opt-out

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the address set forth in Section 1 above, postmarked within thirty (30) days of first accepting these Member Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this arbitration agreement.

14.6 Exclusive Venue

If you send the opt-out notice in Section 14.5, and/or in any circumstances where the foregoing arbitration agreement permits either you or Company to litigate any dispute arising out of or relating to the subject matter of these Member Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in accordance with Section 15 (Governing Law) below.

14.7 Severability

If any provision of this Dispute Resolution and Arbitration section (Section 14) is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be severed and the remainder of this section shall remain in full force and effect. This arbitration agreement will survive the termination of your relationship with Company.

15. Governing Law

These Member Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Utah, without regard to the conflicts of laws provisions thereof.

16. Changes to Member Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Effective date" at the top of this page. If a revision is material, we will try to provide at least 30 days' notice prior to any new terms taking effect. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18. Contact Information

If you have any questions about these Member Terms and Conditions, please contact us at:

Benefit Administrative Solutions Inc.
DBA: Smile Pilot
Mailing Address: P.O. Box 424
Smithfield, UT 84335
Attention: Member Support
Email: info@mysmilepilot.com