Plan Administration Agreement

1. Definitions

• Administrative Fees: Fees payable to Company in exchange for plan administration services provided under this Agreement, as specified in the applicable Order Form.
• Discount Dental Membership Plan: An arrangement administered by Company in which individuals pay periodic membership fees in exchange for access to discounts on dental services from participating providers. The Plan is not insurance and is not regulated as an insurance product.
• Effective Date: The date upon which the parties execute an Order Form incorporating this Agreement by reference.
• Fee Schedule: The schedule of fees to be charged to Members for dental services rendered under the Plan, as established by Client and approved by Company.
• Marketing Materials: All Plan-related marketing materials, including digital assets, print materials, website content, and promotional items furnished to Client by Company or created by Client with Company approval.
• Member: An individual enrolled in the Plan who has paid applicable Membership Fees and is entitled to receive discounted services from participating Providers.
• Member Portal: The web-based member interface allowing Members to manage their membership, view benefits, and access Plan information.
• Membership Fees: Fees collected from Members for enrollment or renewal of Plan membership.
• Membership Platform: The web-based administrative dashboard and commerce platform provided by Company, enabling Client to manage Plan operations, enrollments, reporting, and member services.
• Member Terms: The terms and conditions governing each Member's participation in the Plan, as published on the Plan website and provided to Members at enrollment.
• Order Form: A written document executed by the parties specifying the services to be provided, pricing, and other terms specific to Client's engagement.
• Plan: The Discount Dental Membership Plan administered by Company pursuant to which Providers render dental services to Members at discounted rates specified in the Fee Schedule.
• Plan Website: The branded membership website developed and hosted by Company for Client's Plan.
• Practice Location: Any physical office location in which one or more Providers render dental services to Members under the Plan.
• Provider: A licensed dental professional who participates in the Plan and provides services to Members in accordance with this Agreement.
• Services: Dental services rendered by a Provider to a Member under the Plan.

2. Agreement Term

2.1 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 twelve (12) months from the Effective Date.

2.2 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 sixty (60) days prior to the expiration of the then-current Term.

2.3 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. If the breach is not reasonably capable of cure within such period, the breaching party shall have such additional time as is reasonably necessary to effect a cure, provided that the breaching party commences cure efforts within the initial thirty (30) day period and diligently pursues such efforts to completion.

2.4 Termination by Mutual Consent

The parties may terminate this Agreement at any time upon mutual written consent, with such termination effective on the date specified by the parties.

2.5 Effect of Termination

Upon termination or expiration of this Agreement: (a) Client shall cease using the Membership Platform, Marketing Materials, and all Company intellectual property; (b) Client shall continue to honor Plan benefits for existing Members through the end of their current membership term; (c) Company shall distribute any Membership Fees due to Client in accordance with Section 4; and (d) the provisions of Sections 7, 8, 9, 10, and 11 shall survive termination.

3. Service Tiers and Features

3.1 Tier Selection

Client shall select a service tier at implementation from among the tiers then 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 from time to time.

3.2 Tier Changes

Client may request to upgrade or downgrade to a different service tier at any time by providing written notice to Company. Tier changes shall become effective on the first day of the next billing cycle following Company's processing of the change request. Downgrades may result in loss of features or functionality associated with the prior tier.

3.3 Additional Services

Company may offer additional services beyond those included in Client's selected tier. Client may elect to add such services by executing an addendum to the Order Form or as otherwise agreed in writing.

4. Fees and Payment

4.1 Administrative Fees

In consideration for the services provided hereunder, Client shall pay Company the Administrative Fees specified in the Order Form. Administrative Fees may be structured as: (a) a percentage of Membership Fees collected; (b) a flat monthly fee per Practice Location; (c) a subscription fee based on selected tier; or (d) any combination thereof as specified in the Order Form.

4.2 Distribution of Membership Fees

Company shall collect Membership Fees from Members on behalf of Client and distribute such fees to Client on a monthly basis, less: (a) Administrative Fees; (b) Payment Processing Fees; (c) refunds and chargebacks as described in Section 4.4; and (d) any other deductions authorized under this Agreement. Distributions shall be made by electronic funds transfer to Client's designated bank account within fifteen (15) business days following the end of each calendar month.

4.3 Payment Processing Fees

Company shall charge Client a payment processing fee for each payment transaction processed through the Membership Platform. Payment Processing Fees shall be two and three-quarters percent (2.75%) of the transaction amount plus thirty cents ($0.30) per transaction. International transactions may incur additional fees of up to two percent (2.0%) for currency conversion and international card processing. Client shall also be charged a monthly fee for each connected merchant account maintained on Client's behalf. Company may modify Payment Processing Fees upon thirty (30) days' advance written notice if Company's payment processing costs increase.

4.4 Refunds and Chargebacks

If Membership Fees are refunded due to Member cancellation, credit card dispute, chargeback, or returned payment, Company shall: (a) cancel the associated Plan membership; (b) deduct the refunded amount from subsequent distributions to Client; and (c) in the case of chargebacks or disputed payments, deduct any associated fees, penalties, or surcharges from subsequent distributions. Client acknowledges that Company has no control over Member cancellations or payment disputes and that such deductions are necessary to maintain the financial integrity of the Plan.

4.5 Minimum Fees

If specified in the Order Form, Client agrees to pay a minimum monthly fee regardless of actual Membership Fee collections. If Membership Fee collections in any month are insufficient to cover the minimum fee and other applicable deductions, Company may invoice Client for the shortfall, which shall be due within thirty (30) days of invoice date.

4.6 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. Company Responsibilities

5.1 Plan Administration

Company shall administer the Plan on behalf of Client, including:

• Processing Member enrollments, renewals, and cancellations
• Collecting and distributing Membership Fees
• Maintaining Member records and eligibility information
• Providing Member support for enrollment and billing inquiries
• Managing Plan compliance with applicable laws and regulations
• Maintaining the Membership Platform and Plan Website

5.2 Membership Platform

Company shall provide Client with access to the Membership Platform, which enables Client to:

• View real-time enrollment data and Plan metrics
• Verify Member eligibility at time of service
• Access financial reports and distribution statements
• Manage Practice Locations and Provider information
• Assist Members with enrollment and account management
• Access Plan documents and marketing materials

5.3 Marketing Support

Company shall provide Client with Marketing Materials for use in promoting the Plan, which may include digital templates, print-ready files, website content, and social media assets. All Marketing Materials shall comply with applicable advertising regulations and disclosure requirements for discount health care programs.

5.4 Regulatory Compliance

Company shall maintain all licenses, registrations, and authorizations required to operate as a discount medical plan organization in jurisdictions where Client's Members reside, and shall ensure that Plan operations comply with applicable state and federal laws governing discount health care programs.

5.5 Service Levels

Company shall use commercially reasonable efforts to maintain the availability of the Membership Platform and Plan Website. 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.

6. Client Responsibilities

6.1 Provider Participation

Client shall ensure that all Providers rendering services to Members under the Plan: (a) are properly licensed to practice dentistry in the applicable jurisdiction; (b) agree to charge Members no more than the amounts specified in the Fee Schedule; (c) accept payment from Members at time of service as payment in full for covered services; and (d) do not discriminate against Members based on their Plan participation.

6.2 Fee Schedule Compliance

Client agrees to honor the Fee Schedule for all services rendered to Members. Client may update the Fee Schedule from time to time with Company approval, provided that: (a) changes do not take effect until the first day of the next calendar month; and (b) existing Members are notified of material changes in accordance with applicable law.

6.3 Member Verification

Client shall verify Member eligibility prior to rendering services at Plan rates. Company shall provide Client with access to eligibility verification tools through the Membership Platform. Client shall not provide Plan pricing to individuals who are not verified as active Members.

6.4 Required Disclosures

Client shall display required Plan disclosures at each Practice Location and ensure that Members receive appropriate disclosures as required by applicable law. Client shall not make any representations about the Plan that are inconsistent with the Member Terms or applicable law.

6.5 Marketing Compliance

Client shall use only Company-approved Marketing Materials or materials that have received prior written approval from Company. Client shall not modify Marketing Materials without Company approval and shall ensure that all marketing activities comply with applicable advertising regulations.

6.6 Data Accuracy

Client shall provide accurate and complete information regarding Practice Locations, Providers, and Fee Schedules, and shall promptly notify Company of any changes to such information. Client is responsible for the accuracy of all information entered into the Membership Platform.

6.7 Member Complaints

Client shall cooperate with Company in resolving Member complaints and shall respond to Company inquiries regarding Member complaints within five (5) business days. Client shall maintain records of Member complaints and resolutions as required by applicable law.

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 or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

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 and subject to confidentiality obligations at least as protective as those herein; (c) use Confidential Information only for purposes of this Agreement; and (d) protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care.

7.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is rightfully obtained from a third party without confidentiality restrictions.

7.4 Required Disclosure

A party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing party: (a) provides prompt notice to the other party to the extent legally permitted; (b) cooperates with any efforts to obtain protective treatment; and (c) discloses only the minimum information required.

7.5 Protected Health Information

To the extent that Confidential Information includes 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 Membership Platform, Plan Website, Marketing Materials, and all software, technology, methodologies, processes, and know-how used to provide services under this Agreement, including all intellectual property rights therein. This Agreement grants Client only a limited license to use such materials during the Term for purposes of participating in the Plan.

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: (a) access and use the Membership Platform for Plan administration purposes; (b) use Marketing Materials for Plan promotion; and (c) display the Company name and logo in connection with the Plan as authorized in writing by Company.

8.3 Client Materials

Client retains all right, title, and interest in Client's trademarks, logos, and other intellectual property provided to Company for use in connection with the Plan. Client grants Company a non-exclusive license during the Term to use such materials for purposes of administering the Plan and providing services under this Agreement.

8.4 Restrictions

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

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER 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, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Cap

EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL ADMINISTRATIVE FEES PAID OR PAYABLE BY CLIENT TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Allocation of Risk

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk between the parties and are a fundamental element of the basis of the bargain between the parties. The fees charged under this Agreement reflect this allocation of risk and the limitation of liability specified herein.

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 claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) dental services provided by Client or its Providers; (b) Client's breach of this Agreement; (c) Client's violation of applicable law; (d) Client's marketing activities not approved by Company; or (e) any claim that Client's intellectual property infringes the rights of a third party.

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 breach of this Agreement; (b) Company's violation of applicable law governing discount health care programs; or (c) any claim that the Membership Platform or Marketing Materials provided by Company infringe 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. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

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 sixty (60) days before the effective date of such amendment. If Client does not object in writing within thirty (30) days of receiving notice, the amendment shall be deemed accepted. Material amendments that adversely affect Client's rights may be rejected by Client, in which case this Agreement shall continue under its existing terms until the end of the then-current Term.

11.3 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

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. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

11.5 Assignment

Neither party may assign this Agreement without the other party's prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, Company may assign this Agreement without consent to an affiliate, a successor in a merger or acquisition, or a purchaser of all or substantially all of Company's assets or business.

11.6 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, civil unrest, terrorism, utility failures, or internet outages. The affected party shall provide prompt notice and use reasonable efforts to mitigate the impact.

11.7 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of laws principles. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Cache County, Utah.

11.8 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. EACH PARTY ALSO WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR TO LITIGATE ANY DISPUTE AS A CLASS REPRESENTATIVE OR CLASS MEMBER.

11.9 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 and supersedes all prior agreements, representations, and understandings. In the event of conflict between this Agreement and an Order Form, the Order Form shall control.

11.10 Notices

All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified mail, return receipt requested; (c) nationally recognized overnight courier; or (d) 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
Attention: Legal Department
Email: info@mysmilepilot.com

11.11 Publicity

During the Term, Company may include Client's name and logo in customer lists and marketing materials, including on Company's website. Client grants Company permission to reference Client as a customer in promotional materials, subject to Client's standard trademark usage guidelines if provided.

11.12 Counterparts

Order Forms and amendments may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one agreement.

Important Regulatory Disclosures

Contact Information

For questions about this Plan Administration Agreement or to discuss partnership opportunities, please contact:

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