Service Aggreement

(a) DentNet Appointment. Consistent with the provisions of this Agreement, Practice hereby appoints DentNet, and DentNet hereby accepts such appointment, as its agent for the provision of the services as described in more detail in each Statement of Work entered into between the Parties (collectively, the “Services”) in accordance with the terms and conditions of this Agreement and each applicable Statement of Work, which are incorporated herein by reference. To the extent of any conflict between an applicable Statement of Work and this Agreement, the terms of the applicable Statement of Work shall control. The Services may be provided directly by DentNet or they may be contracted or subcontracted by DentNet to a third party, in DentNet’s sole and exclusive discretion.
(b) DentNet Authority. DentNet is hereby expressly authorized to provide the Services in any reasonable manner DentNet deems appropriate to the Practice.
(c) Retained Responsibilities. Matters involving the internal management, operations, administration, control or finances of Practice will remain the sole and exclusive responsibility of Practice, provided that, DentNet will provide advice, consult, and assistance as requested by Practice in accordance with and subject to the terms of this Agreement.
(d) Professional Judgment. The Parties acknowledge that DentNet will neither have nor exercise any control or supervision with respect to Practice’s provision of professional dental services. Practice will be responsible for and have complete authority, responsibility, supervision and control over the provision of all professional dental services, and all treatments, evaluations and other professional services will be provided and performed exclusively by or under the supervision of Practice and its employees or contractors as Practice, in its sole discretion, deems appropriate. No provision of this Agreement is intended, nor shall it be construed, to permit DentNet to affect the professional judgment of any provider of Practice.

(a) Fee. In consideration of the obligations of DentNet to provide Services, Practice will pay DentNet or its subcontractor (if applicable) an onboarding fee equal to $499.00 plus the applicable fees for Services set forth on the applicable Statement of Work unless otherwise agreed to in writing (collectively, such amounts, the “Fee”). Payment shall be made via ACH deposit, or any other method that DentNet deems acceptable on the first day of each month. DentNet may pause Services to Practice if payment is not received on time, and a late fee of 5% shall apply if payment is outstanding beyond 5 business days from the date it was due.
(b) Money Back Guarantee. DentNet agrees to refund Practice the difference between the amount Practice paid to DentNet in Fees as part of the Vendor Program and the amount of savings and benefits DentNet offered to Practice over the course of 12 months beginning with the start of payment and resetting on each anniversary thereof so long as Practice can evidence that the amount of Fees paid to DentNet as part of the Vendor Program exceeds the benefits offered by DentNet to Practice during that same period. The money back guarantee shall not be available to Practices in the event this Agreement is terminated prior to the end of each 12 month period.
(c) Safe Harbor. Payment of the Fee is not intended to be and will not be interpreted or applied as permitting DentNet to share in Practice’s fees for professional services. Rather, such Fee is acknowledged as the Parties negotiated agreement as to the reasonable fair market value of Services provided or facilitated by DentNet pursuant to this Agreement, considering the nature and extent of the services required and the risks assumed by DentNet, and has not been determined in any manner that takes into account the volume or value of any referrals or business otherwise generated for or with regard to either party for which payment may be made in whole or in part under any payor program, including Medicaid and Medicare.

(a) Information and Records. In order to facilitate DentNet’s provision of any Services, Practice shall provide complete and accurate information and records required by the DentNet and likewise procure approvals and documents necessary for DentNet to perform its Services.
(b) Execution of Services. While DentNet shall be responsible for providing Services to the Practice, Practice shall be responsible for completing all steps around such Services in order to receive the benefits of said Services. This shall include, but is not limited to, the Practice completing all administrative tasks required to onboard a vendor, executing any 3rd party agreement, and other Practice specific tasks required in order for Practice to benefit from DentNet’s Services, unless otherwise agreed to by the Parties in writing.

(a) Term. The term of this Agreement will commence on the Effective Date and will continue unless terminated as provided herein.
(b) Automatic/Immediate Termination. This Agreement, and any related Statements of Work, shall terminate immediately in the event Practice ceases to be a Member of DentNet. DentNet may suspend the provision of some or all Services or terminate this Agreement at its sole option and without cause effective immediately upon written notice to Practice if Practice: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after the due date; (ii) breaches any of its obligations under this Agreement, and such failure continues more than ten (10) days after said breach, or breaches any other contract or agreement between the Company and the Practice, subject to any applicable cure period; (iii) violates any federal, state or local law applicable to Member’s business or to this Agreement; (iv) commits an act or omission that gives a vendor the right to immediately terminate a vendor agreement with the Company or its subcontractors; (v) breaches this Agreement and such breach is not curable in the reasonable determination of DentNet; or (vi) Practice or an owner, employee, or contractor of Practice engages in conduct exemplifying personal dishonesty, gross negligence, or willful misconduct that has an adverse effect on DentNet or its affiliates, business operations, financial condition, assets, or reputation.
(c) Termination. Either Party may terminate this Agreement or any applicable Statement of Work for any reason with sixty (60) days prior written notice without further obligation of either Party except as provided for in this Agreement. DentNet may accelerate the effective date of a termination by Practice under this section at DentNet’s option.
(d) Effect of Termination. Upon termination of this Agreement, DentNet will be entitled to receive all Fees accrued for Services performed, including the Subsequent Fee as defined in the Brokerage Services Statement of Work, if applicable. DentNet may notify third parties regarding the termination and that the terminated Practice is no longer entitled to receive DentNet’s benefits from said third parties. Practice will promptly discontinue use of DentNet’s name, signs, symbols, products, services, and solutions. Fees paid to DentNet shall be non-refundable.

(a) Indemnification. Practice hereby agrees to indemnify, defend, and hold harmless Company, and each of Company’s members, managers, employees, and agents, from and against any and all claims, demands, losses, liabilities, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including court costs, and reasonable attorneys’ and consultancy fees), arising directly or indirectly, in whole or in part, out of Practice’s acts or omissions in connection with Practice’s operation of its practice and provision of professional services, including, without limitation, (i) any third-party transactions or financing arrangement; (ii) the Practice’s provision, calculation, reporting or remission of taxes; (iii) any breach or alleged breach of the representations, warranties or covenants set forth in the Agreement; or (iv) any breach of applicable law, professional malpractice, or other professional misconduct of Practice. Company will provide prompt notice to the Practice of any potential claim subject to indemnification hereunder. The Practice will assume the defense of the claim through counsel designated by it and reasonably acceptable to Company, provided that Company may use counsel of its choice at its own expense. The Practice will not settle or compromise any claim or consent to the entry of any judgment without the written consent of Company, which will not be unreasonably withheld. Company will reasonably cooperate with the Practice in the defense of the claim, at the Practice’s expense.
(b) Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE TO PROVIDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PRACTICE ACKNOWLEDGES AND AGREES THAT NEITHER DENTNET NOR ANY AFFILIATE THEREOF MAKES ANY WARRANTIES OR REPRESENTATIONS, IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, AND THE USE THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED OR EXPRESS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NEITHER COMPANY NOR ANY AFFILIATE THEREOF WILL BE LIABLE TO PC FOR DAMAGES RESULTING FROM THE FAILURE OF THE SERVICES.

(a) Notices. The notice procedures set forth in Section 12.1 of the Operating Agreement of DentNet, to which Practice is a party, shall apply mutatis mutandis to this Agreement and are incorporated by reference herein.
(b) Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among the parties hereto with respect to the subject matter hereof.
(c) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the Commonwealth of Kentucky, without giving effect to any conflict of laws provisions thereof.
(d) Waiver of Jury Trial.EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(e) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, estates, heirs, successors and permitted assigns.
(f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original and all of which, taken together, shall constitute one and the same. This Agreement may be executed by electronic means, including via facsimile signatures, signatures delivered by e-mail via a “PDF” file, or signatures delivered via “Click To Accept” , and such will have the same effect as an original signature.
(g) Separability. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein. If any provision of this Agreement shall be held to be excessively broad, it shall be limited to the extent necessary to comply with applicable law.
(h) Survival. Sections 4(d), 5, 6, and 7 shall survive the termination of this Agreement.
(i) Waivers. No waiver of any right, remedy, power, or privilege under this Agreement is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any right operates as a waiver thereof. No single or partial exercise of any right precludes any other or further exercise thereof or the exercise of any other right.
(j) Amendment. This Agreement may not be amended or modified except in writing executed by each Party, provided that DentNet may update the terms of a Statement of Work from time to time upon thirty (30) days written advanced notice to the Practice. Unless Practice notifies DentNet in writing within 7 days of receipt of such notice, Practice accepts the updated terms and authorizes DentNet to take any action required to comply with such terms.
(k) Assignability. Except as described in Section 1, this Agreement may not be assigned by either Party without the other Party’s prior written consent, and any such assignment shall be void.
(l) Party Relationships. DentNet and the Practice will be deemed independent contractors. DentNet will not be liable for any benefit or incident of employment of the Practice. All services rendered by DentNet hereunder are rendered only to Practice, and Practice is solely responsible for whether and how such services (and the advice embodied therein) are used with respect to employees, patients and other third parties. Neither this Agreement nor the services to be rendered hereunder are intended for the benefit of third parties.
(m) Force Majeure. In the event that DentNet is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, actions or decrees of governmental bodies, or any other factor beyond the reasonable control of DentNet (hereby referred to as a “Force Majeure Event”), DentNet will promptly give written notice to the Practice and will do everything reasonably possible to resume performance. Upon the Practice’s receipt of such notice, all obligations under this Agreement will be suspended immediately until termination of the Force Majeure Event. If the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the Practice may terminate this Agreement.