Network Participation & Provider Terms

Introduction & Scope

1.1 Technology Platform

These Network Participation & Provider Terms (“Agreement” or “Provider Terms”) govern your participation in the MatchMyDentist platform and services.

MatchMyDentist Inc. is a Delaware corporation with its principal place of business at 8 The Green, STE A, Dover, DE 19901 (“MatchMyDentist,” “Company,” “we,” “us,” or “our”).

MatchMyDentist operates a proprietary technology platform through which prospective dental patients (“Patients”) create Patient Profiles describing information they choose to share concerning their dental concerns, goals, preferences, insurance, timing, budget, comfort needs, and other circumstances.

The Platform may compare information in Patient Profiles with information in participating Provider Profiles to identify a participating independently licensed dentist or dental practice (“Provider”) for review.

A Provider independently decides whether to send a personalized Introduction to a Patient. If the Patient accepts that Introduction, a Match occurs and MatchMyDentist facilitates the exchange of applicable contact information so the Patient and Provider may communicate directly.

MatchMyDentist is not a healthcare provider, does not provide dental care or clinical advice, does not recommend or endorse Providers, and does not control Provider professional judgment.

1.2 Closed Platform

The Platform does not operate as a public dentist directory.

Patients do not browse a public list of participating Providers as part of the matching process, and participating Providers do not purchase ranking or preferential placement for individual Patients.

1.3 Platform Membership

Providers participate through an applicable trial, Membership, or enterprise arrangement providing access to Platform technology, geographic coverage, capacity, messaging, analytics, and other applicable features.

Provider compensation to MatchMyDentist is for Platform access and related technology and services.

Provider fees are not calculated on a per-Patient, per-Introduction, per-Match, per-appointment, per-treatment, or percentage-of-revenue basis.

1.4 Independent Professional Judgment

Provider retains sole responsibility for all aspects of dental practice and Patient care, including examination, diagnosis, treatment planning, informed consent, treatment, professional judgment, scheduling, fees, billing, insurance matters, referrals, recordkeeping, and clinical outcomes.

MatchMyDentist does not direct, supervise, or control Provider’s clinical decisions.

1.5 Patient Eligibility

The Platform currently supports eligible Patients using PPO dental coverage and Patients paying privately for dental care.

The Platform does not currently support HMO dental plans or government-funded healthcare programs including Medicare, Medicaid, TRICARE, and CHAMPVA.

Patients may self-report eligibility information through Platform screening. MatchMyDentist does not guarantee the accuracy of Patient insurance information.

Provider remains responsible for independently verifying insurance, benefits, eligibility, and payment arrangements before relying upon them.

1.6 Provider Authority

If you participate on behalf of a dental practice, professional entity, group, DSO, or other organization, you represent that you have authority to bind that organization to this Agreement.

1.7 Incorporated Agreements

This Agreement incorporates, as applicable:

• the MatchMyDentist Privacy Policy;
• the applicable Business Associate Agreement (“BAA”);
• Membership pricing and billing terms accepted at enrollment;
• any applicable Enterprise agreement or written order; and
• other policies expressly incorporated by reference.

Where the BAA conflicts with these Provider Terms specifically concerning PHI obligations, the BAA controls.

Where an Enterprise agreement expressly conflicts with these Provider Terms, the Enterprise agreement controls with respect to that conflict.

Definitions

No Clinical Referral or Fee-Splitting Relationship

3.1 Technology Services

MatchMyDentist provides technology and administrative functionality through which Patients and participating Providers may independently decide whether to connect.

MatchMyDentist does not provide dental care, diagnose Patients, determine treatment, determine clinical appropriateness, direct Patient care, or share in Provider’s professional fees.

3.2 Membership Economics

Provider Membership fees compensate MatchMyDentist for Platform access and applicable:

• technology;
• geographic coverage;
• Provider Profile participation;
• Patient Profile review functionality;
• messaging;
• Platform capacity;
• analytics;
• administrative functionality; and
• related services.

Membership fees:

• are not charged for any individual Patient;
• are not charged for any individual Patient Profile;
• are not triggered by Provider sending an Introduction;
• are not triggered by Patient acceptance;
• are not charged per Match;
• are not based on appointments;
• are not based on treatment acceptance;
• are not based on treatment value;
• are not based on Patient budget;
• are not based on insurance reimbursement; and
• are not based on revenue received by Provider.

3.3 No Pay-to-Rank

Provider cannot purchase preferential ranking or routing of an individual Patient Profile.

Different Memberships may provide different Platform features, geographic coverage, active queue limits, and monthly capacity.

Payment for greater Platform capacity does not purchase preferential clinical ranking or placement for a particular Patient.

Matching & Routing Process

4.1 Patient Profile Submission

Patients create Patient Profiles containing information they choose to provide.

Patient-reported treatment needs, concerns, and goals are self-reported information and are not diagnoses, clinical assessments, or treatment recommendations made or verified by MatchMyDentist.

4.2 Profile-Based Matching

The Platform may use proprietary software, algorithms, automated processing, and other technology to compare selected information contained in Patient Profiles with Provider Profiles and other applicable Platform and operational criteria.

Such criteria may include:

• geography;
• Patient-reported treatment interests;
• Provider clinical focus;
• PPO or self-pay status;
• scheduling availability;
• Provider readiness;
• anxiety or comfort preferences;
• communication preferences;
• practice characteristics;
• financial-access capabilities;
• Platform capacity; and
• other applicable non-treatment-value criteria.

MatchMyDentist does not represent that any particular criterion will receive a particular weight or produce a particular routing result.

4.3 Patient Budget

Patient Profiles may include Patient-reported budget or financial-preference information so Provider understands the Patient’s reported financial circumstances before deciding whether to respond.

Patient budget bands are not used to rank Providers according to the economic value of a Patient.

Provider remains solely responsible for clinical recommendations, treatment fees, financing options, insurance matters, and financial arrangements with the Patient.

4.4 Provider Review

A Patient Profile may be presented to Provider for independent review.

Provider independently decides whether to:

• send an Introduction; or
• pass.

Provider is under no obligation to respond merely because a Patient Profile is presented.

Passing does not create a Match or additional charge.

4.5 Introduction

If Provider wishes to connect with the Patient, Provider may send a personalized Introduction through the Platform.

Sending an Introduction does not create a Match.

The Patient may then receive Provider’s identity, Provider Profile, practice information, and Introduction for review.

4.6 Patient Acceptance and Match

The Patient independently decides whether to accept Provider.

If the Patient affirmatively accepts Provider, a Match occurs.

MatchMyDentist may then release applicable Patient contact information to Provider so the parties may communicate directly.

Patient acceptance does not guarantee that an appointment will be scheduled, attended, or result in treatment.

4.7 Patient Decline or Expiration

If the Patient declines, does not accept within an applicable review period, withdraws, or otherwise does not complete a Match, MatchMyDentist may route the Patient Profile through the Platform again.

Provider has no ownership, entitlement, or continuing right to a Patient merely because Provider reviewed the Patient Profile or sent an Introduction.

4.8 Routing and Review Periods

MatchMyDentist may route a Patient Profile to one Provider for review at a time where supported by applicable Platform operations.

Temporary Provider review does not reserve the Patient, guarantee a Match, or restrict the Patient from declining, withdrawing, or requesting another Provider.

4.9 Routing Methodology

MatchMyDentist may modify matching criteria, weighting, routing methodology, participation rules, review windows, and Platform operations from time to time to improve Platform functionality, Patient experience, Provider experience, compliance, capacity management, or operational efficiency.

Routing is not based on treatment revenue, Patient spending, or Provider’s anticipated economic value of a Patient.

4.10 No Clinical Determination

Platform routing does not constitute a diagnosis, clinical triage, treatment recommendation, endorsement, or determination that Provider is clinically appropriate for a Patient.

Provider must independently determine whether Provider can appropriately establish a professional relationship with and treat any Patient.

Patient Information & Privacy

5.1 Information Available Before Match

Before a Match, Provider reviewing the Patient Profile does not receive the Patient’s:

• first name;
• last name;
• phone number; or
• email address.

Provider may receive other information supplied through the Patient Profile, including information concerning dental concerns, treatment interests, history, general location or distance, insurance, budget, availability, anxiety, comfort preferences, and Patient story.

5.2 No Attempt to Identify Patient Before Match

Provider must not use outside databases, internet searches, social media, data brokers, or other methods to attempt to identify a Patient before a Match based on information received through the Platform.

5.3 Permitted Use

Provider may use Patient Profile information only for lawful purposes directly related to:

• evaluating whether to send an Introduction;
• preparing Provider’s Introduction;
• communicating with the Patient following a Match;
• preparing for potential dental care; and
• lawful clinical or administrative activities related to that Patient.

5.4 Prohibited Use

Provider may not:

• sell Patient information;
• use Patient Profile information to create unrelated marketing lists;
• use Patient information for unrelated advertising;
• disclose Patient information to unrelated third parties;
• enrich Patient information for unrelated commercial purposes;
• contact a Patient before a Match using information obtained outside the permitted Platform process; or
• otherwise use Patient information in violation of applicable law.

5.5 Patient Information Accuracy

Patient information is submitted by the Patient.

MatchMyDentist does not independently verify Patient diagnosis, treatment interests, insurance, ability to pay, financial information, dental history, or other statements.

Provider must independently verify information as appropriate before relying upon it clinically, financially, administratively, or professionally.

5.6 Post-Match Information

Following a Match, Provider may contact the Patient directly using contact information released through the Platform.

Provider is responsible for complying with applicable privacy, professional, security, and recordkeeping obligations concerning Patient information received.

Provider Introductions & AI-Assisted Drafting

6.1 Provider Responsibility

Provider is solely responsible for the content of each final Introduction sent through the Platform.

6.2 Message Starters

MatchMyDentist may provide a suggested message starter or other drafting assistance generated from Patient Profile information.

Such assistance is optional and is not automatically sent to the Patient.

Provider must review, edit as appropriate, and affirmatively approve the final Introduction before sending.

6.3 Accuracy

Provider must ensure that statements in an Introduction accurately reflect Provider’s practice, capabilities, availability, services, insurance participation, comfort or sedation offerings, financial options, and other material representations.

6.4 Prohibited Representations

Provider may not use an Introduction to falsely or misleadingly guarantee:

• a diagnosis;
• a particular treatment;
• clinical eligibility for a procedure;
• a particular treatment result;
• exact cost before appropriate evaluation;
• insurance coverage;
• financing approval; or
• another outcome that cannot reasonably be established before examination.

Any pre-appointment discussion remains subject to Provider’s independent clinical evaluation.

Provider Eligibility & Credentialing

7.1 Minimum Requirements

Provider represents and warrants that Provider:

• is legally authorized to practice dentistry in each applicable jurisdiction;
• maintains all licenses, registrations, permits, and professional qualifications required by law;
• maintains professional liability or malpractice insurance meeting applicable participation requirements;
• is authorized to bind the participating practice or entity;
• will provide accurate and current information to MatchMyDentist; and
• will comply with applicable professional, privacy, advertising, consumer-protection, and healthcare laws.

7.2 Credentialing Information

Before activation, MatchMyDentist may require Provider to provide information or documentation including:

• dental license information;
• professional liability insurance;
• practice information;
• ownership or authorized-representative information;
• education or training information where requested;
• disciplinary or legal disclosures where requested; and
• other documentation reasonably required for Platform participation.

7.3 Verification

MatchMyDentist may verify certain information using state dental-board records, public databases, submitted documents, or other verification sources.

MatchMyDentist may deny, suspend, or terminate participation if information is false, incomplete, materially misleading, or outdated.

7.4 Limits of Verification

MatchMyDentist’s review does not constitute certification, endorsement, recommendation, or guarantee of Provider’s competence, quality of care, professional conduct, or continuing professional standing.

Unless expressly stated otherwise, MatchMyDentist does not independently verify every statement or document submitted by Provider and does not continuously monitor all aspects of Provider’s licensing, disciplinary history, malpractice coverage, legal status, or professional conduct.

7.5 Ongoing Duty to Update

Provider must promptly notify MatchMyDentist of any material change affecting eligibility, including:

• license suspension, restriction, expiration, or surrender;
• malpractice-insurance lapse;
• material disciplinary action;
• material professional or regulatory proceedings;
• exclusion or debarment from an applicable government program;
• practice closure;
• material ownership change; or
• other circumstances materially affecting Provider’s ability to participate lawfully.

7.6 Reverification

MatchMyDentist may request updated documentation or re-verification at any time as a condition of continued participation.

Failure to provide reasonably requested documentation may result in suspension or termination.

7.7 Provider Profile Accuracy

Provider is responsible for keeping Provider Profile information accurate and current.

This includes applicable information concerning:

• clinical focus;
• comfort and sedation options;
• scheduling;
• practice readiness;
• insurance participation;
• financial-access options;
• geographic participation; and
• practice characteristics.

Provider must not select preferences or describe capabilities in a manner that materially misrepresents what the practice actually offers.

7.8 Insurance Representations

Provider is solely responsible for the accuracy of representations concerning insurance participation.

MatchMyDentist does not guarantee that Provider participates in a Patient’s particular plan.

Provider must independently verify Patient coverage and benefits before relying upon them.

Government-Program and Insurance Restrictions

8.1 Platform Eligibility Rules

Provider may use the Platform only for eligible PPO and private-pay or self-pay Patient opportunities made available under MatchMyDentist’s then-current participation rules.

8.2 Excluded Programs

Provider may not knowingly use the Platform to seek or receive Patient opportunities under HMO dental plans or excluded government-funded programs, including Medicare, Medicaid, TRICARE, and CHAMPVA.

8.3 Provider Verification Responsibility

MatchMyDentist relies in part on Patient-submitted eligibility information.

Provider remains responsible for independently verifying applicable insurance and payment eligibility before providing care or submitting claims.

Provider Conduct & Professional Independence

9.1 Independent Professional Judgment

Provider retains sole responsibility for:

• examination;
• diagnosis;
• treatment planning;
• informed consent;
• clinical appropriateness;
• treatment;
• prescriptions;
• referrals;
• emergency decisions;
• Patient records;
• scheduling;
• fees;
• billing;
• insurance claims;
• financing arrangements; and
• follow-up care.

9.2 Good-Faith Communications

Provider agrees not to submit false, deceptive, materially misleading, or fraudulent information through the Platform.

Provider remains responsible for communicating with Patients professionally and in accordance with applicable law.

9.3 No Treatment Obligation

Receipt of a Patient Profile or occurrence of a Match does not obligate Provider to perform any particular treatment.

Provider independently determines whether and under what circumstances a professional relationship is established and whether treatment is clinically appropriate.

9.4 Non-Discrimination

Provider agrees to comply with applicable anti-discrimination and professional-conduct laws.

9.5 Complaints and Cooperation

Provider agrees to reasonably cooperate with MatchMyDentist regarding investigations concerning:

• misuse of Patient information;
• inaccurate Provider representations;
• inappropriate Platform communications;
• fraud;
• security concerns;
• Platform misuse; or
• other matters relating to Provider’s participation.

Nothing in this Section makes MatchMyDentist responsible for adjudicating clinical malpractice or professional-standard disputes.

HIPAA, Privacy & Security

10.1 Provider Compliance

Provider is responsible for determining and complying with privacy and security laws applicable to Provider’s practice, including HIPAA where applicable.

10.2 Business Associate Agreement

To the extent MatchMyDentist performs functions or services on behalf of Provider involving PHI and MatchMyDentist is a Business Associate under HIPAA, the parties’ handling of such PHI is governed by the applicable BAA incorporated into this Agreement.

10.3 Security Safeguards

Provider must maintain reasonable administrative, technical, and physical safeguards appropriate to protect Patient information obtained through the Platform.

Provider must limit Patient-information access to workforce members with a legitimate need for such access.

10.4 Account Credentials

Provider may not improperly share login credentials or permit unauthorized access to Patient Profiles.

10.5 Security Incidents

Provider must promptly notify MatchMyDentist of any actual or suspected:

• unauthorized access to Platform Patient information;
• unauthorized use or disclosure;
• loss or theft of Patient information;
• compromised Provider credentials;
• security incident affecting Platform data; or
• breach involving information received through MatchMyDentist.

Additional HIPAA-specific reporting requirements may apply under the BAA.

Memberships, Trial & Platform Capacity

11.1 Membership Fees

Provider pays MatchMyDentist for access to the Platform under the Membership selected and accepted at enrollment or otherwise agreed in writing.

The applicable price is the price disclosed to Provider at enrollment or in an applicable written agreement.

11.2 $1 Platform Trial

Eligible Providers may receive a one-time $1 Platform trial.

Unless expressly stated otherwise at enrollment, the trial:

• applies to one participating practice and one location;
• provides active queue capacity of one Patient opportunity in review at a time;
• provides capacity to review up to three Patient opportunities during the trial, subject to availability and routing;
• carries no per-Patient, per-Introduction, or per-Match fee;
• does not automatically convert to a recurring paid Membership; and
• creates no obligation to purchase a paid Membership.

The trial does not guarantee three Patient opportunities, a Match, an appointment, treatment, or revenue.

11.3 Standard Membership

Unless otherwise stated at enrollment, Standard Membership includes:

• one participating practice;
• one location;
• one ZIP Code of geographic coverage;
• active queue capacity of up to three Patient opportunities in review at one time;
• monthly Platform capacity of up to fifteen Patient opportunities per billing cycle; and
• applicable Standard Platform features.

11.4 Pro Membership

Unless otherwise stated at enrollment, Pro Membership includes:

• one participating practice;
• one location;
• up to three ZIP Codes of geographic coverage;
• active queue capacity of up to six Patient opportunities in review at one time;
• monthly Platform capacity of up to thirty Patient opportunities per billing cycle; and
• applicable Pro Platform features.

11.5 Enterprise Membership

Enterprise arrangements may include multiple locations, custom geography, custom capacity, account support, implementation services, or other agreed features.

Enterprise pricing is established in advance in a written agreement.

Enterprise fees remain compensation for Platform access, technology, capacity, and related services and are not calculated according to individual Patients, Matches, appointments, treatment, or resulting revenue.

11.6 Capacity Is Not Guaranteed Volume

Any stated Patient-opportunity, queue, geographic, monthly, or other capacity is a maximum Platform-access limit and not a promise that Provider will receive or utilize that amount.

MatchMyDentist does not guarantee:

• Patient opportunities;
• Introductions;
• Matches;
• Patient acceptance;
• appointments;
• attendance;
• treatment acceptance;
• treatment completion;
• treatment value;
• collections;
• Patient retention; or
• return on investment.

11.7 Unused Capacity

Unused Platform capacity has no cash value and does not entitle Provider to a refund, rebate, or credit.

Unless expressly stated otherwise for a particular Membership, monthly capacity resets with the applicable billing cycle and does not roll over.

Billing, Renewal, Cancellation & Refunds

12.1 Paid Membership Billing

Paid monthly Memberships are billed at the price disclosed and accepted by Provider at enrollment or otherwise agreed in writing.

Provider authorizes MatchMyDentist to charge the payment method on file according to the applicable billing terms.

12.2 Automatic Renewal

Unless cancelled, paid monthly Memberships automatically renew for successive monthly billing periods at the applicable Membership rate.

12.3 Trial Does Not Automatically Renew

The $1 Platform trial does not automatically convert into a paid recurring Membership unless Provider separately and affirmatively selects and authorizes a paid Membership.

12.4 Cancellation

Provider may cancel a month-to-month paid Membership at any time.

Unless otherwise expressly stated at enrollment or required by law, cancellation prevents the next renewal and Provider retains access through the end of the then-current paid billing period.

Cancellation does not automatically create a prorated refund.

12.5 Refunds and Credits

Except where expressly stated at purchase, required by applicable law, or provided by MatchMyDentist for a billing error or other neutral commercial reason, Membership fees already paid are non-refundable.

No refund, rebate, credit, or adjustment is calculated according to:

• Patient Profiles;
• Patient opportunities;
• Introductions;
• Matches;
• Patient acceptance;
• appointments;
• Patient attendance;
• treatment;
• treatment value; or
• Provider revenue.

12.6 No Outcome-Based Refund

Membership fees are not refundable because a Patient:

• declines Provider;
• fails to schedule;
• cancels;
• does not attend;
• declines treatment;
• receives treatment elsewhere; or
• does not generate revenue.

12.7 Payment Failure

If a valid Membership payment fails, MatchMyDentist may suspend or restrict Provider access until the outstanding charge is paid.

Provider remains responsible for valid unpaid Membership fees and amounts lawfully recoverable under this Agreement.

12.8 No Pass-Through

Provider may not separately itemize, charge, or pass through a MatchMyDentist Membership fee to a Patient or insurer as a MatchMyDentist fee or surcharge.

Nothing in this Section permits MatchMyDentist to control Provider’s ordinary professional fee schedule or independent pricing decisions.

12.9 Fee Changes

MatchMyDentist may change Membership pricing upon reasonable advance notice.

A price change does not apply retroactively to charges already incurred.

If Provider does not agree to a future Membership rate, Provider may cancel before the new rate becomes applicable.

Geographic Participation & Platform Operations

13.1 Geographic Coverage

Provider’s Membership determines the geographic area in which Provider is eligible to receive Patient opportunities.

Geographic coverage does not guarantee Patient volume within any ZIP Code or region.

13.2 Market Availability

MatchMyDentist may establish, modify, limit, pause, or close Provider participation within geographic areas based on Patient activity, Provider supply, Platform capacity, operational needs, or legal and regulatory considerations.

13.3 No Exclusivity

Unless expressly agreed otherwise in writing, Provider is not granted an exclusive territory.

MatchMyDentist may contract with other Providers within the same geography.

Provider remains free to use other lawful advertising, marketing, technology, directory, or patient-acquisition services.

Third-Party Services

14.1 Third-Party Resources

The Platform may link to or interoperate with third-party services or resources.

MatchMyDentist does not control those third parties and is not responsible for their independent content, systems, practices, or services.

14.2 Third-Party Technology

The Platform may rely on licensed, cloud-based, artificial-intelligence, open-source, payment, communications, or other third-party technologies subject to applicable contractual or license terms.

Intellectual Property & Provider Content

15.1 MatchMyDentist Ownership

MatchMyDentist and its licensors retain all rights in the Platform and associated:

• software;
• algorithms;
• routing methodology;
• user interfaces;
• analytics;
• branding;
• templates;
• message-starter technology;
• designs;
• documentation; and
• proprietary materials.

15.2 Provider License

MatchMyDentist grants Provider a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for authorized participation under this Agreement.

Provider may not unlawfully reverse engineer, scrape, resell, sublicense, copy, exploit, or interfere with the Platform.

15.3 Provider Content

Provider retains ownership of Provider’s trademarks, logos, practice information, and Provider-created Content.

Provider grants MatchMyDentist a non-exclusive, royalty-free license to use, reproduce, display, and process Provider-submitted materials as reasonably necessary to operate the Platform, maintain Provider’s Profile, present Provider to Patients, provide Platform functionality, and administer Provider’s participation.

Provider represents that Provider has the rights necessary to submit and license such materials.

15.4 Feedback

Provider may voluntarily provide feedback concerning the Platform.

Unless otherwise agreed, MatchMyDentist may use non-confidential feedback to improve or promote the Platform.

MatchMyDentist will not attribute a testimonial or endorsement to an identifiable Provider in public marketing without any consent required by applicable law.

Confidentiality

Provider may not improperly disclose MatchMyDentist’s non-public proprietary or confidential information, including:

• non-public matching methodology;
• routing logic;
• internal scoring or weighting;
• confidential analytics;
• technical information;
• non-public pricing arrangements; or
• other information reasonably understood to be confidential.

This Section does not prohibit disclosure required by law.

Patient information is governed separately by Sections 5 and 10 and the applicable BAA.

Suspension & Termination

17.1 Provider Cancellation

Provider may cancel Membership as provided in Section 12.

17.2 Company Suspension or Termination

MatchMyDentist may suspend, restrict, or terminate Provider participation for reasons including:

• violation of this Agreement;
• nonpayment;
• expired, suspended, restricted, or otherwise problematic licensure;
• lapse of required malpractice insurance;
• materially false or misleading information;
• misuse of Patient information;
• privacy or security violations;
• fraudulent activity;
• unlawful Platform use;
• material Patient-safety concerns;
• regulatory or legal risk; or
• conduct materially affecting Platform integrity.

MatchMyDentist may act immediately where reasonably necessary to protect Patients, security, Platform integrity, or legal compliance.

17.3 Effect of Termination

Upon termination, Provider’s right to access the Platform ends subject to any wind-down access expressly provided by MatchMyDentist.

Provisions that by their nature should survive termination, including confidentiality, privacy obligations, indemnification, limitation of liability, payment obligations, intellectual property protections, and dispute provisions, will survive.

Disclaimer of Warranties

18.1 “As Is” and “As Available”

The Platform and Services are provided on an “AS IS” and “AS AVAILABLE” basis.

To the fullest extent permitted by law, MatchMyDentist disclaims express, implied, and statutory warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, and availability.

18.2 No Platform-Performance Guarantee

MatchMyDentist does not guarantee uninterrupted or error-free Platform operation.

18.3 No Patient or Business Guarantee

MatchMyDentist does not guarantee Patient accuracy, Patient behavior, Patient ability to pay, Patient insurance coverage, Patient acceptance, Match volume, appointment volume, treatment acceptance, treatment value, collections, profitability, or return on investment.

18.4 Patient Information

MatchMyDentist does not warrant that Patient-submitted information is accurate, complete, current, or clinically correct.

Limitation of Liability

19.1 Excluded Damages

To the fullest extent permitted by applicable law, MatchMyDentist and its officers, directors, employees, affiliates, licensors, contractors, service providers, and agents shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost Patient opportunities, loss of goodwill, loss of data, or business interruption arising from or relating to this Agreement or the Platform.

19.2 Clinical and Patient Matters

MatchMyDentist is not liable for:

• examination;
• diagnosis;
• treatment;
• treatment planning;
• professional conduct;
• clinical outcomes;
• informed consent;
• Patient communications;
• appointment attendance;
• Patient misrepresentation;
• insurance coverage;
• billing;
• financing;
• Patient payment; or
• disputes between Provider and Patient.

19.3 Aggregate Liability

To the maximum extent permitted by applicable law, MatchMyDentist’s aggregate liability arising from or relating to this Agreement or the Services shall not exceed the fees actually paid by Provider to MatchMyDentist during the six (6) months immediately preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded or to MatchMyDentist’s gross negligence or willful misconduct.

Indemnification

Provider agrees to indemnify, defend, and hold harmless MatchMyDentist Inc. and its officers, directors, employees, contractors, affiliates, successors, and agents from third-party claims, damages, liabilities, losses, costs, and reasonable attorneys’ fees arising from or related to:

• Provider’s dental care or professional services;
• malpractice or professional negligence;
• Provider’s violation of law;
• false or misleading Provider representations;
• inaccurate Provider Profile information;
• Introduction content;
• insurance or financial representations;
• billing or financing arrangements;
• unauthorized use or disclosure of Patient information;
• Provider privacy or security violations;
• acts or omissions of Provider’s employees, contractors, agents, or practice;
• Provider’s breach of this Agreement; or
• Provider Content.

Provider is not required to indemnify MatchMyDentist for liability arising solely from MatchMyDentist’s gross negligence or willful misconduct or to the extent indemnification is prohibited by law.

Relationship of the Parties

Provider is an independent contractor with respect to participation in the Platform.

Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, fiduciary, or representative relationship between Provider and MatchMyDentist.

Provider retains sole control over Provider’s practice, personnel, scheduling, professional fees, clinical decisions, and business operations.

Provider may not represent that Provider is an employee or agent of MatchMyDentist or bind MatchMyDentist to any obligation.

Dispute Resolution & Arbitration

22.1 Binding Individual Arbitration

Provider and MatchMyDentist agree that, except as provided below or prohibited by law, disputes arising out of or relating to this Agreement or the Services will be resolved through final and binding individual arbitration governed by the Federal Arbitration Act.

22.2 Jury and Class Waiver

To the fullest extent permitted by law, Provider and MatchMyDentist waive any right to a jury trial and to participate in a class, collective, consolidated, or representative action.

Claims must be brought individually.

22.3 Informal Resolution

Before initiating arbitration, the complaining party shall provide written notice describing the dispute and proposed resolution.

The parties will attempt in good faith to resolve the dispute informally for sixty (60) days before arbitration is commenced, unless emergency relief is reasonably required.

Notices to MatchMyDentist under this Section may be sent to legal@matchmydentist.com.

22.4 Arbitration Procedure

Unless the parties agree otherwise, arbitration will be administered by the American Arbitration Association under its applicable Commercial Arbitration Rules before a single arbitrator.

Arbitration shall occur in Palm Beach County, Florida, unless applicable law, the arbitration rules, or mutual agreement requires or permits another location or remote proceeding.

22.5 Exceptions

This Section does not prevent either party from:

• bringing a qualifying individual small-claims action;
• seeking emergency or temporary injunctive relief where legally appropriate;
• pursuing claims concerning intellectual property or trade secrets where court relief is permitted; or
• pursuing a claim that applicable law makes non-arbitrable.

22.6 Arbitration Opt-Out

Provider may opt out of this arbitration agreement by sending written notice to:

The notice must be sent within thirty (30) days after Provider first accepts this Agreement and must clearly state Provider’s intention to opt out of arbitration and identify Provider’s account.

Governing Law & Jurisdiction

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles, except where applicable law requires otherwise.

The Federal Arbitration Act governs the arbitration provisions.

Subject to Section 22, any permitted non-arbitrable proceeding shall be brought in the state or federal courts having jurisdiction in Palm Beach County, Florida, unless applicable law requires otherwise.

Miscellaneous

24.1 Entire Agreement

This Agreement, together with incorporated policies, applicable Membership enrollment terms, the BAA where applicable, and any Enterprise agreement or written order, constitutes the entire agreement concerning Provider’s participation in the Platform.

24.2 Changes

MatchMyDentist may modify these Provider Terms from time to time.

Material changes will be communicated through reasonable means such as email, Provider dashboard notification, or posting of updated Terms.

Material changes to pricing or billing will be handled in accordance with applicable enrollment terms and law.

24.3 Severability

If any provision is held invalid or unenforceable, it shall be enforced to the greatest extent permitted and the remaining provisions shall remain in effect.

24.4 No Waiver

Failure to enforce any provision does not waive the right to enforce that provision or another provision later.

24.5 Assignment

Provider may not assign this Agreement without MatchMyDentist’s prior written consent.

MatchMyDentist may assign this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or other lawful business transaction.

24.6 Electronic Contracting

By registering, selecting an applicable acceptance checkbox, activating a Membership, or otherwise affirmatively accepting these Provider Terms, Provider consents to electronic contracting and agrees that electronic acceptance has the same legal effect as a manual signature.

24.7 Notices

Legal notices to MatchMyDentist must be sent to:

24.8 Survival

Sections that by their nature should survive termination, including payment obligations, Patient-information restrictions, confidentiality, intellectual property, indemnification, limitation of liability, and dispute-resolution provisions, survive termination.