DENTIST DIRECT SUBSCRIPTION AGREEMENT

Last Updated: May 10, 2024

This Dentist Direct Subscription Agreement (“Agreement”) contains the terms and conditions that govern your access to and use of the Dentist Direct Platform (as defined below) and is a binding agreement between Virtual Dental Care, Inc. and You or the dental practice you represent (“You,” “Your,” or the “Dental Practice”) (each, a “Party” or collectively, the “Parties”).

This Agreement takes effect when You click an “I Accept” button or check a box presented which references these terms (the “Effective Date”). You represent to us that You are of lawful age to enter into contracts and, if You are entering into this Agreement for a dental practice, that You have legal authority to contractually bind that entity.

  1. Definitions

 

Capitalized terms not otherwise defined in the body of the Agreement have the meanings set forth below:

 

  • Virtual Dental Care, Inc. ("VDC") is a health technology company that has developed an industry-leading teledentistry app, Teledentix®, accessible through its website, com.

 

  • Dental Practice Patients” means all existing and potential patients of the Dental Practice accessing dental.com through the unique URL (subdomain of dental.com) to be assigned to the dental practice by VDC.

 

  • “Dentist Direct” or the “Dental Direct Platform” is a VDC service offered to dental practices which provides a comprehensive suite of teledentistry services designed to enhance patient care, improve operational efficiency, and expand the reach of the practice.

 

  • “SmartScan” is a web-based, next-generation, dental educational tool through which the consumer can upload self-generated photos to VDC’s AI engine and receive a report noting areas of potential concern.  

 

  • “Teledentistry Consultation” means a real-time (synchronous) teledentistry video conference with a Teledentistry Network Dentist scheduled either “on-demand” or at a “pre-arranged” time.

 

  • TNI Network” means the national network of trained and credentialed dentists (the “TNI Network Dentists”) maintained and supported by VDC’s wholly owned subsidiary, Teledentistry Network, Inc. ("TNI"), and which is available 24/7, on an immediate or scheduled basis, utilizing the Teledentix application.

 

  • Teledentix” is the teledentistry software application developed by VDC which powers the Dentist Direct Platform.

 

  1. Dentist Direct Platform

 

2.1 During the Term, Dental Practice and Dental Practice Patients may access and use the Dental Direct Platform subject to and the in accordance with the terms of this Agreement.

 

2.2 Dental Practice will be assigned a unique URL to facilitate access and identification of Dental Practice Patients. The URL will appear as a link in the Dental Practice Website, and Dental Practice may otherwise promote and utilize its URL to further awareness and utilization by Dental Practice Patients.

 

2.3 All users of the Dental Direct Platform must first accept and agree to the standard VDC Terms and Conditions of Use and Privacy Practices, as set forth on the dental.com website from time to time (the “VDC Standard Terms and Conditions”). The VDC Standard Terms and Conditions are incorporated in and made a part of this Agreement; provided, however, that in the event of any conflict between the VDC Standard Terms and Conditions and this Agreement, the terms of this Agreement shall govern.

2.4. The Dentist Direct Platform will include, at a minimum, the following features and services, all in accordance with the terms and conditions set forth in this Agreement:

      2.4.1 Access by Dental Practice Patients to Teledentistry Consultations, to be accessed and identified through use of the unique URL assigned to Dental Practice.

 

2.4.2 Access by Dental Practice Patients to VDC’s AI-powered Smart Scan.

 

2.4.3 In cases where in-office treatment is suggested based on the virtual consultation or AI scan results, the Dental Practice patient will be referred back to the Dental Practice in accordance with the terms of this Agreement.

 

2.4.4 Patient records and relevant information will be shareable securely through the Dental Direct Platform to ensure continuity of care. 

 

2.4.5 A patient electronic health record (EHR) will be available for all Dental Practice patients utilizing Dental Direct, which is fully integrated within the Dental Direct Platform.

 

2.4.5 The Dental Direct Platform may also include such other features as may be developed and generally provided within the Dental Direct Platform from time to time.

 

2.5 The technical performance of Teledentix and the performance of all services under this Agreement by VDC will comply with the service levels and performance standards set forth in the “SaaS Support and Service Level Agreement,” which is attached to and incorporated herein as Exhibit A.

2.6 Dental Practice acknowledges that the dental.com, SmartScan and Teledentix services and names are the sole property of Virtual Dental Care, Inc., and that Virtual Dental Care, Inc. reserves all rights pertaining thereto.

  1. Teledentistry Consultations

 

3.1 Dental Practice acknowledges and agrees that VDC is not a licensed dentist and is not authorized to and will not provide any services that can only be provided by law by a licensed dentist. Notwithstanding the foregoing, VDC has, either directly, or through its affiliated and contracted companies, made arrangements with the TNI Network Dentists to provide all Teledentistry Consultations in accordance with the terms and conditions set forth herein.

3.2 Teledentistry Consultations will be provided by a TNI Network Dentist licensed in the state in which the Patient is located or by a dentist who is otherwise authorized under state or federal law, as applicable to provide teledentistry services to the Patient, and in accordance with the standards of care applicable in such location.

3.3 TNI Network Dentists will conduct the Teledentistry Consultation solely in the manner deemed appropriate in such professional's independent professional judgment. The TNI Network Dentist may, but is not required to, refer a Dental Practice Member for follow-up care or other professional services. In that event, the Dental Practice Member will be referred back to the Dental Practice for such care or services. The TNI Network Dentist may recommend or order any other products or services as deemed appropriate in such TNI Network Dentist’s professional judgement.

3.4 TNI Network Dentists shall not conduct nor be responsible for any professional care or services to the Dental Practice Member other than the conduct of the Teledentistry Consultation. Except where otherwise required by law, all pre-Teledentistry Consultation and post-Teledentistry Consultation professional and administrative services necessary or advisable for comprehensive patient care shall be solely the responsibility of and coordinated by Dental Practice or Dental Practice’s Member, as the case may be, but shall not be the responsibility of or coordinated by TNI or the TNI Network Dentists.

3.5 The TNI Network Dentist shall prepare, maintain, and retain as confidential within the Dental Direct Platform, a dental record for each Patient receiving dental services under this Agreement in a form and for time periods as required by applicable state and federal laws and in accordance with accepted dental practice standards. Electronic copies of such dental records will be made available to Dental Practice, the Patient, other medical and dental providers, and others in accordance with all applicable legal requirements.

3.6 TNI Network Dentists shall maintain, as active and unrestricted, all licenses, certifications, and applicable registrations necessary to practice teledentistry in the state in which the Dental Practice Member receiving services is located. All TNI Network Dentists shall be credentialed by TNI in accordance with any applicable state or federal regulations, prior to rendering any dental services to Dental Practice 's Patients.

  1. Dental Practice Responsibilities

4.1 Dental Practice shall be solely responsible for the promotion, sale, manufacture, delivery, servicing and efficacy of its products and services.

4.2 Dental Practice shall not in any way direct, control or interfere with the practice of dentistry by or the professional judgement of any TNI Network Dentist and nothing in this Agreement shall be construed to the contrary.

4.3 Dental Practice understands and agrees that services hereunder will only be provided for Dental Practice Patients located within and seeking services from within the United States.           

  1. Fees and Payment

5.1 You agree to pay the Subscription Fee as indicated on Your Subscription Order Form, as modified or updated from time to time in accordance with these Terms and Conditions.

 

5.2 Any amounts to be payable or to be remitted hereunder to VDC will be invoiced by VDC not less frequently than monthly. Invoices are due and payable upon receipt. Invoices remaining unpaid 30 days following the date thereof are deemed delinquent and shall accrue interest at the lesser of 1.5% per month or the maximum amount allowed by law.

5.3 If you enter into a paid Subscription with VDC using a credit card, Your credit card will be charged the amount indicated in your Subscription Order Form each billing period until your Subscription is cancelled.   You hereby authorize such regularly scheduled charges to your credit card and agree that this authorization will remain in effect until your Subscription is canceled.

 

5.4 Unless otherwise stated in Your Subscription Order Form, all amounts for which you are invoiced shall be paid in U.S. Dollars within seven (7) days after date of invoice.

Any payment not received by the date due shall bear interest from the date past due at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is more. In the event payment is ten (10) or more days overdue, VDC reserves the right to suspend the Services until the overdue amounts are paid in full.

 

5.5 In the event that payment due to VDC is collected at law or through an attorney-at-law, or through a collection agency, You agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorney’s fees.

 

5.6 The Subscription Fee set forth in the Subscription Order Form are net amounts to be fully paid without any tax deductions (in particular, any local withholding taxes on payments). You accept sole responsibility for the payment of any fees, taxes, charges, or assessments imposed on You or VDC to be paid to any foreign or domestic national, state, or local government bodies, or subdivisions thereof, and any penalties or interest.

 

5.7 VDC, in its sole discretion and at any time may modify any fees. Fee changes will become effective at the end of Your then-current Subscription period. VDC will provide You with prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

 

5.8 VDC may, at its sole discretion, offer Services or a Subscription with a Free Trial for a limited period of time. You may be required to enter Your billing information in order to sign up for the Free trial. If You do enter Your billing information when signing up for a Free Trial, You will not be charged by VDC until the Free trial has expired. On the last day of a Subscription Free Trial period, unless You cancelled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected. At any time and without notice, VDC reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free trial offer.

 

  1. Professional Fees

6.1 Fees for all services to be provided by the TNI Network Dentists to Dental Practice patients (the “Professional Fees”) including, without limitation, the Teledentistry Consultations, shall be as established, billed and collected to by the TNI Network Dentists directly, or billed and collected by TNI as billing agent acting for and on behalf of the TNI Dentists.  

  1. Insurance

7.1 During the Term VDC shall maintain all applicable and customary policies of insurance including, without limitation, comprehensive general liability and workers' compensation coverage, insuring VDC and its employees and agents against any claim or claims occasioned directly or indirectly in connection with or as contemplated by this Agreement. Upon Dental Practice’s written request, VDC will provide Dental Practice with documentation evidencing compliance with this Section 6(a).

7.2 During the Term, VDC or TNI shall maintain, or shall require that each TNI Network Dentist maintain, professional liability insurance providing coverage for the dental services contemplated herein with limits of liability of not less than $1 million per occurrence and $3 million in the aggregate. Upon Dental Practice’s written request, VDC will provide Dental Practice with documentation evidencing compliance with this section.

7.3 During the Term, Dental Practice shall maintain, or shall require that each dentist providing services on behalf of the Dental Practice maintain, professional liability insurance providing coverage for the dental services contemplated herein with limits of liability of not less than $1 million per occurrence and $3 million in the aggregate. Upon VDC’s written request, Dental Practice will provide VDC with documentation evidencing compliance with this section.

  1. Subscription Term and Termination

8.1 The term of your subscription under this Agreement (“Term”) and the services to be provided hereunder shall commence on the “Effective Date” for an initial term of one year. At the end of each subscription period, Your subscription will automatically renew in accordance with the terms set forth in Your subscription Order Form and the Terms and Conditions in effect at that time, unless You or VDC cancels your subscription, as provided below.

8.2 Either Party may terminate this Agreement at any time in advance of the end of a subscription period by providing notice thereof in the form required by and set forth in Section 11. You will not receive a refund for the fees You already paid for Your current Subscription period, but You will be able to access the Services until the end of Your then current and fully-paid Subscription period.

8.3 Either Party may terminate this Agreement immediately upon notice to the other Party if such other Party materially breaches this Agreement or materially defaults in the performance of its obligations under this Agreement and such material breach or default remains uncured thirty (30) days after receipt of notice from the non-breaching or non-defaulting Party specifying in reasonable detail such material breach or default.

8.4 Upon any termination of this Agreement, any amounts owing by either Party to the other Party will immediately become due and payable.

  1. Indemnification and Limitation of Liability

9.1. Each Party (the “Indemnifying Party”) agrees to defend, indemnify and hold harmless the other Party and its affiliates and their respective owners, directors, managers, officers and employees (the “Indemnified Parties”) against any loss, damage, expense, or cost, including reasonable attorney’s fees (collectively, “Losses”), arising out of any act or omission of the Indemnifying Party or the Indemnifying Party’s breach of this Agreement, except to the extent that such Losses arise out of any act or omission of an Indemnified Party. Notwithstanding the foregoing, the maximum liability of VDC and its affiliates under this Agreement shall not exceed the amount paid to it by the other Party during the prior 6 months.

  1. Confidential Information

10.1 Each Party will keep confidential and will not use any of the Confidential Information of the other Party, other than for the sole purpose of carrying out its duties and obligations under this Agreement and will not disclose or communicate any Confidential Information of the other Party to any third person, other than disclosures in confidence to the receiving Party’s officers, managers, directors, employees, affiliates, owners, professional advisors and other representatives who have been informed of the confidential nature of any Confidential Information made available or provided to them. In addition, each Party may disclose Confidential Information to the extent required by applicable law or legal process; provided, that the Party making any such disclosure will promptly notify the other Party (if permitted by law) of such disclosure so as to allow the other Party to seek a protective order or other appropriate remedy to prevent or limit the disclosure. The term “Confidential Information” includes all information, in any form, furnished or made available directly or indirectly to a Party (“Receiving Party”) orally or in writing that relates in any way to the other Party (the “Disclosing Party”) or its respective business, intellectual property, employees, members, existing, former or potential customers or business relationships. Confidential Information shall also include any information of a Party that, under the circumstances, should reasonably be considered to be confidential and/or proprietary to a Party. Without limiting the generality of the foregoing, the TNI Network Dentists, and all cost, pricing, fees and reimbursement data, as well as all means and methods of business operations, are confidential and proprietary. Notwithstanding any other provision of this Agreement, “Confidential Information” shall not include information that is: (i) already lawfully known by a Receiving Party prior to receiving such information; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act of the Receiving Party; (iii) subsequently disclosed on a non-confidential basis by a third party not having a confidential relationship with the Disclosing Party and such third party rightfully acquired such information; or (iv) independently developed by the Receiving Party without reference to materials of the Disclosing Party.

10.2 Each Party shall comply in all material respects with applicable laws governing or regulating the use, disclosure and security of personally identifiable information, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the rules and regulations promulgated thereunder (collectively “HIPAA”), as applicable to such Party.

  1. Miscellaneous

11.1 Independent Contractors. In carrying out its duties and obligations under this Agreement, VDC shall be deemed to be an independent contractor of Dental Practice. Nothing contained in this Agreement creates or shall be deemed to create a relationship of employer/employee, partnership or joint venturers between Dental Practice and VDC or between or among Dental Practice, VDC, TNI and any TNI Network Dentist.

11.2 Disputes. Any controversy, dispute or claim arising out of or relating to this Agreement or between the parties hereto, including whether the controversy, dispute or claim is arbitrable (each, a “Dispute”), will be submitted to mediation administered by the American Health Lawyers Association (“AHLA”) or its successor under its commercial mediation rules and procedures and conducted in Orange County, California.

11.3 Notice. Any notice required or permitted under this Agreement shall be provided as follows: VDC may provide any notice to you by (i) posting a notice on the dental.com site, or (ii) sending a message to the email address then associated with your account. Notice to VDC may be provided by contacting Support, as set forth on Exhibit A.

11.11 No Third-Party Beneficiaries. Except as set forth in Section 7, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

11.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the Parties relating to the subject matter hereof.

11.4 Governing Law; Venue. This Agreement will be governed by the laws of the State of California, without regard to the principles of conflicts of law thereof.

11.5 Force Majeure. Other than the obligation to make the payments required hereunder when due, neither Party shall be deemed to be in default of this Agreement if prevented from performing any other obligation hereunder for any reason beyond its control, including but not limited to, acts of God, war, civil commotion, fire, flood or casualty, shortages of or inability to obtain labor, materials or equipment, governmental regulations or restrictions, or unusually severe weather. In any such case, the Parties agree to negotiate in good faith with the goal of preserving this Agreement and the respective rights and obligations of the Parties hereunder to the extent reasonably practicable. It is agreed that financial inability to pay shall not be deemed to be a matter beyond a Party’s control.

11.6 Successors and Assigns. This Agreement and the rights and obligations of the Parties may not be assigned, nor the Services hereunder delegated, by either Party without prior written consent of the other, which consent shall not be unreasonably withheld or delayed, and any attempt to do so shall be null, void and of no force of effect. Except as provided herein to the contrary, this Agreement is binding upon and inures to the benefit of the Parties, their respective successors and permitted assigns.

11.7 Waiver of Default or Breach. No waiver by either VDC or Dental Practice of any default or breach of this Agreement operates as a waiver of any future default or breach, whether of like or different character or nature.

11.9 Severability. In the event that any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability of the provision shall not affect any other provision hereof.

11.10 Attorneys’ Fees. In the event either Party brings an action or suit against the other Party by reason of any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other Party arising out of this Agreement, or to enforce or interpret any provisions of this Agreement, then, in that event, the prevailing Party in such action or dispute shall be entitled to have and recover from the other Party all reasonable costs and expenses of suit, including reasonable attorneys’ fees and expenses in addition to any damages or other relief to which it may become entitled.

11.11 Further Assurances. Each Party shall execute and deliver such papers, documents, and instruments, and perform all acts that are reasonably necessary or appropriate, in order to carry out the terms of this Agreement.

 

EXHIBIT A

SAAS SUPPORT AND SERVICE LEVEL AGREEMENT

 

Teledentix Technology

Performance

Product Availability

Teledentix will be available and functioning normally such that Dental Practice and Dental Practice Patients are able to access and make full use of Teledentix and all its features, excluding planned and published hours during which Teledentix is unavailable due to routine maintenance or other planned outages.

99.9% during each calendar month, measured as the number of hours in the measurement period, excluding Planned Downtime Hours, that Dental Practice and its Patients can access and make full use of all features of Teledentix

Severity 1 Issues

Resolution of Issues that cause failure of one or more essential features or functions of Teledentix or degrade the platform’s performance such that all or a subset of Dental Practice and its Patients is effectively deprived of the use of those essential features or functions, such as Issues that disable Teledentix or the user interface; lead to corruption or loss of data; cause platform non-compliance with these Service Levels; or interfere with security.

Response Time: ≤1 hour

Resolution Time: ≤2 hours

Status Updates: every 2 hours

Root Cause Report: ≤15 days after Resolution

Severity 2 Issues

Resolution of Issues that cause intermittent interruption in the use of one or more essential features or functions of Teledentix, provided the Issue is not likely to lead to corruption or loss of data, cause non-compliance with other Service Levels, or interfere with security.

Response Time: ≤2 hour

Resolution Time: ≤6 hours

Status Updates: every 6 hours

Root Cause Report: ≤15 days after Resolution

Severity 3 Issues

Resolution of Issues that interfere with a non-security function or feature of Teledentix but do not materially degrade the platform’s overall performance.

Response Time: ≤1 business day

Resolution Time: ≤10 business days

Status Updates: n/a

Root Cause Report: n/a

Severity 4 Issues

Resolution of Issues that may cause Dental Practice or Dental Practice Patients inconvenience or confusion but do not interfere with the function or performance of Teledentix.

Response Time: ≤30 calendar days

Resolution Time: next Teledentix platform update

Status Updates: n/a

Root Cause Report: n/a

Support Availability. Technical support resources are available by telephone, email, and web- or product-based support systems to respond to, troubleshoot, and resolve platform issues.

            Phone:    24 x 7 x 365    SUPPORT PHONE: 800.838.9897 EXT 804

            Email:      24 x 7 x 365    SUPPORT EMAIL: support@teledentix.com

            Web:        24 x 7 x 365    SUPPORT URL: https://help.teledentix.com

 

Maintenance Times. Teledentix platform upgrades, updates, routine maintenance, and similar activities that may disrupt Dental Practice use of the platform are not performed from 6 a.m. to 11 p.m. ET Monday through Friday.

 

Exceptions. Circumstances beyond our reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, “Acts of God” (e.g., fire, flood, earthquake, tornado, epidemic, etc.), strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third-party services, failure of third party software or inability to obtain materials, supplies, or power used in or equipment needed for the provision of the Service Level Agreement, acts or omissions by Dental Practice , including without limitation, any negligence, willful misconduct, or use of Teledentix in breach of Teledentix’ Terms and Conditions by Dental Practice or other users authorized by Dental Practice