Software Services Agreement

1. Definitions

• Client's Discount Program: The discount dental membership program created, owned, and operated solely by Client using the Platform. Client's Discount Program is Client's own program, not a program of Company. Client is solely responsible for the design, operation, and regulatory compliance of Client's Discount Program.
• Compliance Resources: Educational materials, templates, checklists, and guidance documents provided by Company through the Platform to assist Client in understanding regulatory requirements. Compliance Resources are provided for informational purposes only and do not constitute legal advice.
• Effective Date: The date upon which Client creates an account or executes an Order Form incorporating this Agreement by reference.
• Fee Schedule: The schedule of fees to be charged to Members for dental services rendered under Client's Discount Program, as established solely by Client.
• Member: An individual enrolled in Client's Discount Program who has paid applicable Membership Fees and is entitled to receive discounted services from Client in accordance with Client's program terms.
• Member Portal: The web-based member interface, powered by the Platform, allowing Members to manage their membership and access information about Client's Discount Program.
• Membership Fees: Fees collected from Members for enrollment or renewal in Client's Discount Program. Membership Fees are collected by Client (directly or through integrated payment processing) and belong to Client.
• Order Form: A written document or online subscription selection specifying the services, pricing tier, and other terms specific to Client's subscription.
• Platform: The Smile Pilot web-based software platform, including all administrative dashboards, member portals, websites, and tools provided by Company to Client under this Agreement.
• Platform Fees: Subscription fees, transaction fees, and other fees payable to Company for access to and use of the Platform, as specified in the applicable Order Form or pricing schedule.
• Practice Location: Any physical office location in which Client renders dental services to Members under Client's Discount Program.
• Provider: A licensed dental professional employed by or affiliated with Client who provides services to Members.
• Services: Dental services rendered by Client or Client's Providers to Members under Client's Discount Program.

2. Nature of Relationship

2.1 Software Provider Only

Company is a software provider only. Company provides the Platform as a software tool to enable Client to operate Client's own discount dental membership program. Company does not operate, administer, manage, or control Client's Discount Program. Company is not a discount medical plan organization, health plan administrator, or insurance company.

2.2 Client is the Plan Operator

Client is the sole operator of Client's Discount Program. Client creates, designs, prices, markets, operates, and administers Client's own discount dental membership program. All decisions regarding Client's Discount Program—including membership terms, pricing, benefits, discounts, and eligibility—are made solely by Client. Company has no control over and assumes no responsibility for the operation of Client's Discount Program.

2.3 No Agency Relationship

Company is not an agent, representative, or partner of Client. Company does not act on behalf of Client in any capacity. The relationship between Company and Client is solely that of software licensor and licensee.

2.4 Regulatory Responsibility

Client is solely responsible for ensuring that Client's Discount Program complies with all applicable federal, state, and local laws and regulations. Regulatory requirements for discount dental programs vary by jurisdiction. Some states require registration, licensing, or specific disclosures for discount medical plan organizations. Client must determine and comply with all requirements applicable to Client's Discount Program in each jurisdiction where Client operates or has Members. Company does not provide legal advice and makes no representations regarding the regulatory requirements applicable to Client's Discount Program.

3. Agreement Term

3.1 Initial Term

This Agreement shall commence on the Effective Date and continue for the initial term specified in the applicable Order Form (the "Initial Term"). If no Initial Term is specified, the Initial Term shall be month-to-month.

3.2 Renewal

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive periods of equal duration to the Initial Term (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term.

3.3 Termination for Cause

Either party may terminate this Agreement for cause if the other party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days following written notice specifying the nature of the breach.

3.4 Termination for Convenience

Either party may terminate this Agreement for convenience by providing thirty (30) days' written notice to the other party.

3.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) Client's access to the Platform shall terminate; (b) Client shall cease using all Company intellectual property; (c) Client remains solely responsible for fulfilling any obligations to existing Members under Client's Discount Program; (d) Client is responsible for transitioning Member data and continuing program operations independent of the Platform; and (e) the provisions of Sections 7, 8, 9, 10, and 11 shall survive termination.

4. Platform Features and Services

4.1 Platform Access

Subject to the terms of this Agreement and payment of applicable fees, Company grants Client access to the Platform, which may include:

• Administrative dashboard for managing Client's Discount Program
• Member enrollment and management tools
• Customizable member portal and website
• Payment processing integration (via third-party payment processors)
• Reporting and analytics
• Marketing tools and templates
• Compliance resources and educational materials

4.2 Compliance Resources

The Platform may include Compliance Resources such as educational materials, templates, checklists, and guidance documents to help Client understand regulatory requirements for discount dental programs. Compliance Resources are provided for informational and educational purposes only. They do not constitute legal advice. Company recommends that Client consult with qualified legal counsel regarding the specific regulatory requirements applicable to Client's Discount Program in Client's jurisdiction(s).

4.3 Payment Processing

The Platform integrates with third-party payment processors (such as Stripe) to enable Client to collect Membership Fees from Members. Membership Fees are collected directly by Client through Client's own merchant account. Company does not collect, hold, or distribute Membership Fees on behalf of Client. Company may charge Platform Fees, which are deducted from transactions or invoiced separately as specified in the Order Form.

4.4 Service Tiers

Client shall select a service tier from among the tiers offered by Company. Each tier includes specific features, functionality, and pricing as described in Company's published tier descriptions and the applicable Order Form. Company reserves the right to modify tier offerings, features, and pricing with thirty (30) days' notice.

4.5 Service Levels

Company shall use commercially reasonable efforts to maintain the availability of the Platform. Company does not guarantee uninterrupted access and shall not be liable for temporary unavailability due to maintenance, updates, or circumstances beyond Company's reasonable control.

5. Fees and Payment

5.1 Platform Fees

In consideration for access to the Platform, Client shall pay Company the Platform Fees specified in the Order Form or pricing schedule. Platform Fees may include: (a) subscription fees based on selected tier; (b) per-transaction fees for payment processing; (c) per-member fees; or (d) any combination thereof.

5.2 Payment Terms

Platform Fees shall be payable in accordance with the billing terms specified in the Order Form. Transaction-based fees may be deducted from payment transactions or invoiced monthly. Subscription fees are due in advance for each billing period.

5.3 Membership Fees Belong to Client

All Membership Fees collected from Members belong to Client. Company does not take ownership of or have any claim to Membership Fees. Payment processing for Membership Fees occurs through Client's own connected merchant account. Company's only interest in Membership Fee transactions is the Platform Fees charged for use of the Platform.

5.4 Taxes

All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, excise, value-added, and similar taxes arising from this Agreement, excluding taxes based on Company's net income.

5.5 Late Payment

If Platform Fees are not paid when due, Company may suspend Client's access to the Platform until payment is received. Accounts more than thirty (30) days past due may be subject to termination.

6. Client Responsibilities

6.1 Program Operation

Client is solely responsible for the creation, design, operation, and administration of Client's Discount Program. This includes, without limitation:

• Designing membership plans, pricing, and benefits
• Setting and honoring fee schedules for discounted services
• Enrolling, managing, and communicating with Members
• Providing discounted services to Members as promised
• Handling Member inquiries, complaints, and disputes
• Marketing Client's Discount Program in compliance with applicable law

6.2 Regulatory Compliance

Client is solely responsible for ensuring that Client's Discount Program complies with all applicable laws and regulations. This includes, without limitation:

• Determining whether Client's Discount Program requires registration, licensing, or filing with any state or federal agency
• Obtaining any required licenses, registrations, or authorizations
• Making all required disclosures to Members
• Ensuring that marketing materials comply with applicable advertising regulations
• Maintaining required records and reports
• Paying any required fees or taxes associated with Client's Discount Program

Company provides the Platform as a software tool only. Company does not take responsibility for, and makes no representations regarding, Client's compliance with applicable laws and regulations. Client's use of Compliance Resources does not ensure compliance with applicable law.

6.3 Provider Licensing

Client shall ensure that all Providers rendering services to Members are properly licensed to practice dentistry in the applicable jurisdiction.

6.4 Member Obligations

Client shall ensure that Member Terms clearly and accurately describe Client's Discount Program, including that the program is not insurance, that Members must pay for services at time of service, and any other disclosures required by applicable law. Client is responsible for providing Member Terms to Members and obtaining necessary consents.

6.5 Data Accuracy

Client shall provide accurate and complete information in the Platform, including information about Practice Locations, Providers, and Fee Schedules. Client is responsible for the accuracy of all information entered into the Platform and displayed to Members.

6.6 Acceptable Use

Client shall not use the Platform for any unlawful purpose or in any manner that violates applicable law. Client shall not use the Platform to offer programs that constitute insurance or require insurance licensing.

7. Confidentiality

7.1 Confidential Information

Each party acknowledges that it may receive or have access to confidential information of the other party ("Confidential Information"). Confidential Information includes, without limitation: business plans, financial information, pricing, customer lists, marketing strategies, software, technology, and any information designated as confidential.

7.2 Protection of Confidential Information

Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as necessary to perform obligations under this Agreement; (c) use Confidential Information only for purposes of this Agreement; and (d) protect Confidential Information using reasonable care.

7.3 Protected Health Information

To the extent that any data constitutes Protected Health Information as defined under HIPAA, such information shall be subject to the terms of the Business Associate Agreement between the parties, which is incorporated herein by reference.

8. Intellectual Property

8.1 Company Ownership

Company retains all right, title, and interest in and to the Platform and all software, technology, and intellectual property used to provide the Platform. This Agreement grants Client only a limited license to use the Platform during the Term.

8.2 License Grant

Subject to the terms of this Agreement, Company grants Client a non-exclusive, non-transferable, revocable license during the Term to access and use the Platform for the purpose of operating Client's Discount Program.

8.3 Client Ownership

Client retains all right, title, and interest in Client's Discount Program, Client's trademarks, logos, and Client's member data. Client's Discount Program is owned and operated by Client, not Company.

8.4 Restrictions

Client shall not: (a) modify, adapt, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any Company technology; (c) sublicense, sell, or transfer access to the Platform; or (d) use Company intellectual property except as expressly authorized herein.

9. Disclaimers and Limitation of Liability

9.1 No Legal Advice

COMPANY DOES NOT PROVIDE LEGAL ADVICE. COMPLIANCE RESOURCES AND OTHER INFORMATION PROVIDED THROUGH THE PLATFORM ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE. CLIENT SHOULD CONSULT WITH QUALIFIED LEGAL COUNSEL REGARDING THE REGULATORY REQUIREMENTS APPLICABLE TO CLIENT'S DISCOUNT PROGRAM.

9.2 No Guarantee of Compliance

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES THAT CLIENT'S USE OF THE PLATFORM WILL ENSURE COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. CLIENT IS SOLELY RESPONSIBLE FOR DETERMINING AND COMPLYING WITH ALL LEGAL AND REGULATORY REQUIREMENTS APPLICABLE TO CLIENT'S DISCOUNT PROGRAM.

9.3 Platform Provided "As Is"

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

9.4 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CLIENT'S DISCOUNT PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY.

9.5 Liability Cap

COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PLATFORM FEES PAID BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.6 No Liability for Client's Program

COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO CLIENT'S DISCOUNT PROGRAM, INCLUDING CLAIMS BY MEMBERS, REGULATORY ACTIONS, OR THIRD-PARTY CLAIMS. CLIENT'S DISCOUNT PROGRAM IS OWNED AND OPERATED SOLELY BY CLIENT.

10. Indemnification

10.1 Indemnification by Client

Client shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• (a) Client's Discount Program, including its creation, design, operation, and administration;
• (b) dental services provided by Client or its Providers;
• (c) Client's failure to comply with applicable laws and regulations;
• (d) claims by Members relating to Client's Discount Program;
• (e) regulatory actions against Client or Client's Discount Program;
• (f) Client's breach of this Agreement;
• (g) Client's marketing or promotional activities; or
• (h) any claim that Client's Discount Program constitutes insurance or violates insurance laws.

10.2 Indemnification by Company

Company shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Company's material breach of this Agreement; or (b) any claim that the Platform infringes the intellectual property rights of a third party.

10.3 Indemnification Procedures

The indemnified party shall: (a) provide prompt written notice of the claim; (b) allow the indemnifying party to control the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense.

11. General Provisions

11.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. Neither party has authority to bind the other or incur obligations on behalf of the other.

11.2 Amendment

Company may amend this Agreement by providing written notice to Client at least thirty (30) days before the effective date of such amendment. Continued use of the Platform after the effective date constitutes acceptance of the amended terms.

11.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of future enforcement.

11.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Assignment

Neither party may assign this Agreement without the other party's prior written consent. Company may assign this Agreement without consent to an affiliate or successor.

11.6 Governing Law and Venue

This Agreement shall be governed by the laws of the State of Utah. Any dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Cache County, Utah.

11.7 Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

11.8 Entire Agreement

This Agreement, together with all Order Forms and the Business Associate Agreement, constitutes the entire agreement between the parties regarding its subject matter.

11.9 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt. Notices to Company shall be sent to:

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

Important Disclosures

Contact Information

For questions about this Software Services Agreement, please contact:

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