ACCEPTCARE
MASTER LICENSE AND SERVICES AGREEMENT
This AcceptCare Master License and Services Agreement (the “Agreement”) is entered into as of the date listed on the
Participating Provider Application (the “Effective Date”), by and between OrthoFi, Inc. d/b/a AcceptCare (“AcceptCare,” “we,” or
“us”) and you, a professional entity providing dental services to individual patients (“Provider” or “you”). This Agreement governs
access to and use of AcceptCare’s web-based platform and the accompanying support services (together, the “AcceptCare Platform”)
by you, as well as any individuals or entities you allow or direct to access and use the AcceptCare Platform, including but not limited to
your employees, agents, individual patients (“Patients”) and contractors. Provider and AcceptCare are each a “Party” and collectively
the “Parties.”
This Agreement constitutes a binding legal agreement between you and AcceptCare. Please read this Agreement carefully and
print a copy for reference. BY ACCESSING OR OTHERWISE USING THE ACCEPTCARE PLATFORM, YOU AGREE TO BE
BOUND BY THE TERMS OF THIS AGREEMENT AND ALL DOCUMENTS, POLICIES, AND AGREEMENTS REFERENCED
HEREIN (the “Terms”). IF YOU DO NOT AGREE TO THE TERMS, YOU ARE NOT PERMITTED OR AUTHORIZED TO USE
THE ACCEPTCARE PLATFORM. As a condition of accessing the AcceptCare Platform, you agree to and accept the Terms.
AcceptCare may modify the Terms from time to time without notice. AcceptCare will alert you of such updated Terms and make any
revised Terms available on the AcceptCare Platform. IF YOU CONTINUE TO USE THE ACCEPTCARE PLATFORM AFTER THE
REVISIONS OR MODIFICATIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS.
If you are a direct competitor of AcceptCare, you may not access or use the AcceptCare Platform without AcceptCare’s explicit,
advance, written consent, and then only for the purposes authorized in writing.
RECITALS
WHEREAS, Provider owns and operates a dental practice. Provider’s employees, agents, and clinical affiliates are licensed,
certified, and/or otherwise qualified to provide dental treatment and services (“Provider Services”) to Patients.
WHEREAS, AcceptCare provides software and service solutions to professional entities providing dental services to
individual patients, like Provider, including allowing Providers to offer comprehensive financing solutions to their Patients using the
AcceptCare Platform.
WHEREAS, Provider wishes to license AcceptCare’s proprietary web-based technology platform and retain AcceptCare to
provide non-clinical support and management services pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and of the promises and mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as
follows:
1. NOTICE. ACCEPTCARE IS NOT LENDER OR A LOAN BROKER. ACCEPTCARE IS NOT A CONSUMER
FINANCE COMPANY, NOR IS IT ESTABLISHING A CONSUMER FINANCE COMPANY FOR PROVIDER.
ACCEPTCARE DOES NOT PERFORM CREDIT PROCESSING OR EVALUATION SERVICES OR OTHERWISE
DETERMINE PATIENTS’ CREDIT WORTHINESS. ACCEPTCARE DOES NOT MAKE ANY DECISIONS OR
PROVIDE ANY RECOMMENDATIONS TO ANY PARTY REGARDING PATIENTS’ ELIGIBILITY FOR
FINANCING OFFERS.
2. SCOPE OF AGREEMENT. Pursuant to this Agreement, AcceptCare grants Provider a perpetual, non-exclusive, nontransferable,
license (Section 3) to access and use the AcceptCare Platform to offer comprehensive financing solutions to its
Patients. When a Patient is ready to pay for Provider Services, Provider can use the AcceptCare Platform to display, and allow
the Patient to select from, three (3) financing options: (a) Self-Finance; (b) Third Party Financing; and (c) In-House Provider
Financing. The AcceptCare Platform support and management services are set forth in more detail in Section 4.
3. USAGE AND ACCESS RIGHTS.
3.1 Licensed Technology. In exchange for your agreement to the Terms and payment of the monthly subscription fee(s)
set forth in Section 7, AcceptCare hereby grants Provider (a) a perpetual, non-exclusive, non-transferable, license to use the AcceptCare
Platform; and/or (b) a limited term, non-exclusive, non-transferable, license to access and use the AcceptCare Platform during the term
designated herein solely for internal business purposes and subject to the Terms.
3.2 Restrictions. AcceptCare reserves title to the AcceptCare Platform and all rights not expressly granted hereunder.
Provider may make copies of the AcceptCare Platform as necessary for back-up, testing, and archival purposes only. Provider hereby
agrees that it will not and shall not permit others to (a) access the AcceptCare Platform in a manner that circumvents contractual usage
restrictions or that exceeds Provider’s authorized use set forth in this Agreement, (b) license, sub-license, sell, re-sell, rent, lease, transfer,
distribute, or otherwise make any portion of the AcceptCare Platform available for access by third parties except as otherwise expressly
provided in this Agreement, (c) access or use the AcceptCare Platform for the purpose of developing or operating products or services
intended to be offered in competition with the AcceptCare Platform or allow a direct competitor of AcceptCare to access the AcceptCare
Platform, (d) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or
about AcceptCare or the AcceptCare Platform except as expressly permitted elsewhere in this Agreement or by law, or (d) interfere with
or disrupt the integrity, operation, performance, or security of the AcceptCare Platform.
3.3 Installation of Designated Platform. Provider shall follow AcceptCare’s instructions to install or otherwise
implement the AcceptCare Platform under the Provider’s name and branding (the AcceptCare Platform as integrated by a specific
Provider is the “Designated Platform” or remains the “AcceptCare Platform”) and shall complete all necessary diagnostic tests
to ensure such installation and integration of the AcceptCare Platform is complete and successful.
3.3.1 Provider Control & Customization. The AcceptCare Platform’s internal features allow Provider to determine how
and for what purpose the Designated Platform is used within the confines of this Agreement. For example, Provider
may at its discretion limit or filter the terms of the pre-qualified third-party financing offers presented to its Patients
to impose interest rate or term limitations (e.g., no third-party financing offers with terms exceeding 60 months).
These preferences can be changed by Provider at any time on the Designated Platform. Provider may also utilize the
Designated Platform to offer in-house financing as set forth in Section 3.3.2.
3.3.2 Optional Compassionate Finance Program. Built into the AcceptCare Platform is an optional in-house financing
tool, which is automatically enabled and can be disabled at Provider’s discretion using an internal toggle feature on
the Designated Platform. If Provider elects not to disable the in-house financing feature, the Designated Platform will
automatically provide certain additional setup, support, and management services to Provider as described in Section
4.3 (the in-house financing feature and supporting services together are (the “Compassionate Finance Program”).
3.4 Authorized Users. Provider shall approve access for all authorized users of the AcceptCare Platform. An
“Authorized User” is one individual natural person, whether an employee, business partner, contractor, or agent of Provider who is
registered by Provider to use the AcceptCare Platform. An Authorized User must be identified by a unique email address and/or
username and two or more persons may not use or access the AcceptCare Platform as the same Authorized User. If the Authorized User
is not an employee of Provider, use of the AcceptCare Platform will be allowed only if the user is under confidentiality and other
obligations with Provider that are at least as restrictive as those in this Agreement, and is accessing or using the AcceptCare Platform
solely to support Provider’s internal business purposes.
3.4.1 Patient Access. Patients may only access the AcceptCare Platform through Provider. Provider will make the
AcceptCare Platform available to its Patients by either (a) allowing Patient to access and use the AcceptCare Platform
in the presence of and under the supervision of the Provider at Provider’s physical office, or (b) sending Patient a
direct link to the AcceptCare Platform by way of a Patient-provided cellular telephone number or email. Provider
hereby agrees that it will send an AcceptCare Platform access link or otherwise facilitate a Patient’s access to the
AcceptCare Platform only if the Patient expressly requests and consents to it. Provider hereby warrants and agrees
that all Patients who access or use the AcceptCare Platform have provided the requisite consents and authorizations
to receive communications from Provider and/or AcceptCare by email, text message, and/or telephone, as necessary
for the Patient to access and use the AcceptCare Platform.
3.4.2 Provider Responsibilities. Provider is responsible for identifying and authenticating all employees, contractors,
affiliates, or Patients who may access the AcceptCare Platform for the purpose of approving access to the AcceptCare
Platform, for controlling against unauthorized access to the AcceptCare Platform, and for maintaining the
confidentiality of usernames, passwords, and account information used by Authorized Users to access and use the
AcceptCare Platform. AcceptCare is not responsible for any harm, damage, or liability caused by the Authorized
Users, including individuals who were not authorized to have access to and use the AcceptCare Platform but who
were able to gain access because usernames, passwords, or accounts were not terminated on a timely basis by Provider.
Provider is solely responsible for all activities that occur under Provider and Provider’s Authorized Users’ usernames,
passwords, or accounts or as a result of Provider’s or Provider’s Authorized Users’ access to the AcceptCare Platform.
3.4.3 Patients’ Consent to AcceptCare’s Privacy Policy and Terms of Use. When a Patient accesses the AcceptCare Platform
in the presence of Provider, Provider shall ensure that the Patient is aware of, has access to, and is provided an
opportunity to review AcceptCare’s Privacy Policy and Terms of Use, as well as any disclosures of any kind depicted
or displayed on the AcceptCare Platform related to Patients’ use of the same. Provider shall not authorize or
affirmatively agree or consent to any action on behalf of Patient on the AcceptCare Platform (e.g., authorizing a
payment).
3.5 Provider Data Entry. To initiate payment for Provider Services using the AcceptCare Platform, Provider shall
complete a “Treatment Plan” for Patient, which includes the type, details, cost, and date of Patient’s treatment, in addition to the Patient
chart number or other Provider-assigned Patient identifier, the portion of Patient’s treatment, if any, that is covered by insurance, and
the Patient’s contact information. Provider agrees that it obtained the requisite consents, acknowledgments, or permissions from Patient
(or is otherwise lawfully authorized) to enter the information in the Treatment Plan into AcceptCare.
3.6 AcceptCare’s Privacy Policy. Provider understands and agrees that the provision of any services set forth herein by
AcceptCare will require each user of the AcceptCare Platform to accept and agree to AcceptCare’s Privacy Policy and Terms of Use
prior to accessing the AcceptCare Platform. Provider agrees that it, its Authorized Users’, and its Patients’ use of the AcceptCare
Platform is subject to and conditioned upon acceptance of the applicable Terms.
4. ACCEPTCARE SUPPORT SERVICES.
4.1 Self-Finance. The AcceptCare Platform allows Patients to remit an immediate, single payment for Provider Services,
the amount of which will be entered by Provider (the “Self-Finance Payment”) on its Designated Platform. For this financing option,
AcceptCare will provide the following services to Provider: (a) make credit processing and financing services from third party service
providers available via the Designated Platform, (b) oversee the final settlement of the Self-Finance Payment as set forth in Section 5,
and (c) all general start-up and ongoing services described in Section 4.4.
4.2 Third Party Financing. The Designated Platform also enables Patients to request to be pre-qualified for third party
financing offers to finance the cost of Provider Services, in which case AcceptCare will provide the following services to Provider: (a)
onboard and qualify Provider to use the AcceptCare Platform to offer Patients third-party financing options; (b) make third party credit
processing and financing services available on the AcceptCare Platform; (c) complete merchant applications, provider applications, or
other onboarding documentation on behalf of, and in the name of Provider, as needed to secure the provision of third-party credit
processing, financing, and payment processing services on the AcceptCare Platform; (d) provide initial and periodic training to
Provider’s staff as needed to facilitate Provider’s onboarding and operation of the Designated Platform; (e) collect pre-qualification
information from Patients on the AcceptCare Platform and transmit the same to third party credit processing and financing services
providers using a third-party service provider’s Application Programming Interface, which is integrated into the AcceptCare Platform;
(f) notify Patient of any third-party credit processing or financing services providers’ requests for additional information or
documentation from Patient to determine Patient’s eligibility for pre-qualified financing offers, collect such supplemental or additional
documentation or information from Patient via on the Designated Platform, and send the same to the requesting third-party credit
processing and financing service providers; (g) receive, compile, and display financing offers for which a Patient pre-qualifies, subject
to any Provider filters or limitations; (h) if Patient selects a third-party financing offer, direct Patient to exit the AcceptCare Platform
and proceed to the third-party lender’s website to formally apply for financing; (i) oversee the settlement of all third-party financing
funds (the “Funded Amount”) as set forth in Section 5; and (j) all general start-up and ongoing services described in Section 4.4.
4.3 Compassionate Finance Program. This Section applies if Provider does not disable the Compassionate Finance
Program on the Designated Platform. The Compassionate Finance Program allows Provider to set the terms of and offer its own inhouse
financing to Patients on the Designated Platform and utilize additional support and management functions and services made
available through the Designated Platform, including (a) Provider account management services, including onboarding Patients to the
Compassionate Finance Program, prompting Patient to create an account on the AcceptCare Platform, setting up and processing
automatic Patient payments on behalf of Provider, credit processing, and allowing Provider to use the AcceptCare Platform email and
text distribution services to send periodic payment reminders, invoices, statements, and/or other communications to Patients; (b)
embedding Provider’s financing agreement in the AcceptCare Platform to allow Patients to view and execute the same; (c) limited
consulting services in relation to Provider’s preparation of its financing agreement and servicing of same; (d) Provider accountsreceivable
monitoring, tracking, and management, and (e) limited collection services performed for and in the name of Provider. All
the services, tools, technology, and functions made available on the AcceptCare Platform to support the Compassionate Finance Program
are provided by AcceptCare to, on behalf of, or in the name of Provider. Provider’s financing agreement shall be a contract between
Provider and its Patient only, with Provider to bear all credit risk associated with the Compassionate Finance Program.
4.3.1 Regulatory Compliance/Licensing. By utilizing the Compassionate Finance Program on the Designated Platform,
Provider represents that it has obtained and will maintain all licenses, accreditations, registrations, and/or certifications
required under applicable federal, state, and local laws and regulations to offer and service the Compassionate Finance
Program.
4.3.2 Legal Disclaimer. Provider agrees and acknowledges that the services or consulting provided by AcceptCare in
relation to the Compassionate Finance Program should not be construed as or considered legal advice. Provider is
encouraged to contact qualified legal counsel in regard to any questions or concerns over the use of the AcceptCare
Platform, the Compassionate Finance Program, or other recommended best practices and any liabilities which could
arise from the use of the same and/or the effect of any applicable federal or state laws and regulations, including but
not limited to those regarding the maximum interest rates chargeable by Provider. Provider agrees that AcceptCare
shall bear no liability whatsoever with respect to Provider’s use of the Compassionate Finance Program.
4.4 General Start-Up and Ongoing Services. AcceptCare shall provide the following start-up and ongoing support services
in relation to Provider’s licensing and use of the AcceptCare Platform: (a) maintain the AcceptCare Platform; (b) verify Provider’s bank
account information (“Provider’s Account”) in order to facilitate the deposit or withdrawal of funds relating to this Agreement; (c)
provide access to the Designated Platform, including the provision of unique access codes or login information to Provider; (d) provide
initial and ongoing training for Provider’s personnel regarding the Designated Platform and any modifications, updates, or Provider
customizations thereto; (e) direct and authorize the deposit and withdrawal of funds as it relates to Provider’s Account; (f) enable
Provider to send automated communications to Patients regarding treatment; and (g) provide online reporting and data analytics to
Provider regarding its Patients’ use of the Designated Platform.
5. SPONSORED ACCOUNT AND PAYMENTS.
5.1 General Sponsored Account Terms. AcceptCare will direct and oversee a Sponsored Account (the “Sponsored
Account”) in the name and tax identification number of JPMorgan Chase Bank, N.A. or other federally licensed and chartered U.S.
bank (the “Bank”), which the Bank will use to temporarily hold all funds processed through or as a result of the Designated Platform,
including but not limited to the Self-Finance Payments, the Funded Amount, and periodic payments made by Patients through the
Compassionate Finance Program (collectively, “Provider Funds”), as a non-fiduciary custodian for the benefit of the Provider. The
Parties agree that the Bank is acting solely as a non-fiduciary custodian of the Sponsored Account for the benefit of Provider and other
similar entities designated by AcceptCare, and not as a fiduciary or agent of AcceptCare or Provider, without regard to whether the
Sponsored Account records contain a statement that its balance is “for benefit of” Provider, whether or not such Provider is named, or
that the Sponsored Account is a “custodial” account. The Parties agree that AcceptCare is a duly appointed agent of Provider for
purposes of the Sponsored Account and maintains the exclusive right to direct and oversee deposits into and transfers out of the
Sponsored Account on behalf of Provider.
5.2 Legal Ownership of Sponsored Account. The Parties acknowledge that the Bank is the sole legal owner of the Provider
Funds contained in the Sponsored Account, and the Bank shall have sole control of the Sponsored Account and the Provider Funds. The
use of the Sponsored Account shall be limited to the Bank’s receipt of Provider Funds to the Sponsored Account in anticipation of the
same being promptly paid out of the Sponsored Account to Provider, less AcceptCare’s fees and eligible costs. Provider acknowledges
and agrees that all AcceptCare fees and costs authorized herein shall be separately and directly disbursed to AcceptCare from the
Sponsored Account. The Parties acknowledge and agree that AcceptCare is not the legal owner of, and has no legal, equitable, or other
beneficial entitlement, interest, or other claim to the Sponsored Account or any portion of the funds in the Sponsored Account, and
AcceptCare will not earn any economic benefit from funds in the Sponsored Account beyond disbursement of the fees and expenses
authorized by this Agreement. Provider further acknowledges that it is not a Sponsored Account customer or third-party beneficiary of
the Sponsored Account or the terms governing the Sponsored Account, and that the Bank does not owe Provider any duties of oversight
in relation to AcceptCare or duty to inquire of the Provider with respect to payment information given to the Bank regarding the
Sponsored Account or payments made to or therefrom.
5.3 Authorization. Provider hereby authorizes AcceptCare to take all actions necessary, including but not limited to the
execution of contracts, to open the Sponsored Account, arrange for the deposit of all Provider Funds into the Sponsored Account,
facilitate the transfer of the Provider Funds, less AcceptCare’s fees and costs, from the Sponsored Account to Provider’s Account, and
disburse AcceptCare’s fees and costs to AcceptCare directly. To the extent Provider’s express and independent authorization is required
in order for AcceptCare to perform its obligations under this Agreement, Provider agrees to provide any such authorization, including
any reversal and recall authorizations, in a form reasonably satisfactory to AcceptCare and the Bank and to provide AcceptCare with
evidence of such authorization upon request.
5.4 Disbursements to Provider. The Parties hereby agree that, once funded, all Provider Funds shall be deposited into the
Sponsored Account. The Parties acknowledge that the Bank does not anticipate retaining any Provider Funds for more than 31 days
following deposit of the same. From there, the Parties agree that the Bank shall direct the payment of AcceptCare’s authorized fees and
expenses out of the Provider Funds through a single payment, with all remaining Provider Funds to be delivered to Provider’s Account.
AcceptCare agrees that in no event under AcceptCare’s control will the AcceptCare Funds be disbursed to the Provider more than 30
days after delivery of the same to the Sponsored Account.
5.5 Reversed Payments/Provider Account Withdrawal Authorization. Under certain circumstances, a Patient or thirdparty
lender may reverse payments made on the AcceptCare platform or charge back amounts previously deposited into the Sponsored
Account, including but not limited to when (a) any Provider Services are not provided to the Patient; or (b) any Provider Services are
rejected by the Patient (a “Reversed Payment”). To the extent permitted by applicable law and the Bank, Provider hereby authorizes
the Bank to withdraw or claw back the total amount of the Reversed Payment from Provider’s Account in the event of a Reversed
Payment. If further actions are required to grant the authorizations set forth in this section, Provider agrees to take reasonable measures
to ensure such authority is provided.
5.5.1 Provider will be notified of a Reversed Payment through the Designated Platform. Provider agrees to work in good
faith with AcceptCare to resolve or reconcile the Reversed Payment and cooperate in AcceptCare’s investigation into
the circumstances surrounding the Reversed Payment. If AcceptCare determines in its sole discretion that the Reversed
Payment was caused, in whole or in part, by the actions of Provider, AcceptCare may require Provider to pay all fees
and costs assessed by any third-party relating to or arising out of the Reversed Payment.
5.5.2 Provider acknowledges and agrees that, to the extent permitted by applicable law and the Bank, a Reversed Payment
shall not cause any amounts disbursed to AcceptCare to be clawed back or reversed and Provider shall bear sole
financial responsibility for the entire amount of the Reversed Payment.
6. REPRESENTATIONS AND WARRANTIES.
`6.1 Mutual Representations and Warranties. AcceptCare and Provider represent and warrant of each other that (a) it is a
business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation; (b) is not debarred or
otherwise ineligible for federal or state program participation, and is not currently listed on the Federal List of Parties Excluded from
the Federal Procurement and Non-Procurement Programs; (c) it has all requisite corporate power and authority to execute, deliver, and
perform its obligations under this Agreement; and (d) the execution, delivery, and performance of this Agreement has been duly
authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance
with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, similar laws
affecting creditors’ rights generally, and by general equitable principles.
6.2 Provider Representations and Warranties. Provider makes the following representations and warranties to AcceptCare:
6.2.1 Provider has obtained and will maintain all licenses, accreditations, registrations, and/or certifications
required under applicable federal, state, and local laws and regulations to implement the Designated Platform and make the
same available and accessible to its Patients. Provider will implement and operate the AcceptCare Platform in full compliance
with all applicable state, federal, and local laws and/or regulations. Provider’s compliance obligations extend to and include
any and all written or electronic materials used by Provider and made available on the Designated Platform, as well as
Provider’s use of the Compassionate Finance Program.
6.2.2 All Protected Health Information entered on the Designated Platform by Provider and its Patients, or
otherwise provided to AcceptCare as needed to facilitate the performance of this Agreement, is provided to AcceptCare as a
business associate of Provider and in accordance with the Business Associate Agreement in Schedule B (the “BAA”). The
BAA shall control with respect to matters involving or concerning Protected Health Information (as such term is defined by
HIPAA).
6.2.3 To the extent necessary to comply with all appliable laws and regulations (a determination for which Provider
bears sole responsibility), Provider has obtained all required written or oral permissions to furnish Patients’ information as
contemplated by this Agreement. Provider further warrants that it has complied and will continue to comply with all applicable
laws and regulations, including the HIPAA Rules and federal and state requirements, in collecting and sharing Patients’
information. To the extent any information provided through or in relation to the Provider or Patients’ use of the Designated
Platform is deemed not to be Protected Health Information, Provider represents and warrants that such information was
provided in compliance with all applicable laws and regulations and with its Patients’ informed and written consent, subject to
the AcceptCare Privacy Policy in Schedule C.
6.2.4 Provider will use the AcceptCare Platform responsibly and exclusively for the purpose of providing
comprehensive financing solutions to its Patients. Provider warrants that the Provider Services represent the core services
which Provides advertises and it is competent, qualified, and capable of providing the same.
6.2.5 The AcceptCare Platform will not be used for any illegal purpose or to finance Provider Services which
Provide does not provide or is not licensed or authorized to provide.
6.2.6 Provider (a) will provide all Provider Services to Patient in a professional manner and in compliance with all
applicable laws and regulations, (b) has provided accurate bank account information and shall notify AcceptCare immediately
upon closing of or any changes thereto, and (c) will comply with the implementation materials and any other guidelines
provided by AcceptCare.
6.2.7 To the best of Provider’s knowledge, all Patient information provided to AcceptCare through the Designated
Platform or otherwise is accurate and complete.
6.3 AcceptCare Representations and Warranties. AcceptCare represents and warrants that it is and shall remain throughout
the Term (as defined herein) in compliance with all applicable laws and regulations related to this Agreement as set forth herein.
7. FEES AND PAYMENT TERMS. In exchange for the AcceptCare Platform license provided hereunder, Provider shall
pay AcceptCare the following fees and amounts. Provider fees are dependent upon how it utilizes the Designated Platform,
its selected features and tools, and any changes thereto. AcceptCare reserves the right to change the prices and fees set
forth herein or alter the features and options made available to Provider on the Designated Platform at any time without
notice.
7.1 AcceptCare Platform Monthly License Fee. Upon the Effective Date of this Agreement, Provider shall make an initial
payment of _____________________ to AcceptCare. Thereafter, Provider shall pay a recurring monthly license fee of ___________
per physical location to AcceptCare. Provider must provide accurate and complete information for a valid payment method to facilitate
recurring payments to AcceptCare under this section and must promptly notify AcceptCare of any change thereto by updating its
payment information on the Designated Platform. BY COMPLETING THE PROVIDER APPLICATION, PROVIDER AUTHORIZES
ACCEPTCARE OR ITS PAYMENT PROCESSING SERVICE PROVIDER TO DEBIT PROVIDER’S ACCOUNT ON A
MONTHLY BASIS (“Authorization”) FOR (a) THE MONTHLY LICENSE FEE; (b) ANY AND ALL APPLICABLE TAXES; AND
(c) ANY OTHER CHARGES AND FEES INCURRED BY ACCEPTCARE IN CONNECTION WITH PROCESSING PROVIDER’S
RECURRING PAYMENTS. Provider’s monthly license fee is non-refundable. The Authorization continues through the Term of this
Agreement unless terminated in the manner described in Section 8. All remaining fees described in this section will be assessed, as
applicable, in addition to Provider’s monthly license fee.
7.2 Third-Party Financing Fee. If Provider’s Patient accepts a third-party financing offer on the Designated Platform,
Provider shall also pay to AcceptCare a one-time service fee out of the Funded Amount. Provider hereby agrees that no portion of the
fees it pays to AcceptCare under this Section will be directly passed on to its Patients. Provider agrees that AcceptCare’s client is
Provider, not the Patient, and this Agreement does not contemplate or allow for any direct compensation from Patient as it relates to
third-party financing.
7.3 Compassionate Finance Program Fees. Unless Provider disables the Compassionate Finance Program on the
Designated Platform, Provider agrees to use the AcceptCare Platform to manage and service Patient accounts in the Compassionate
Finance Program. Provider agrees to pay AcceptCare $4.00 for every Patient payment processed or otherwise made through the
AcceptCare Platform, in addition to a management fee equal to .05% of the Patient’s total remaining principal balance with Provider at
the time Patient makes the payment.
7.4 Payment Processing Fee. For Self-Finance Payments, Compassionate Finance Program down payments made to
Provider through the AcceptCare Platform, and other payments processed as part of any short-term financing arrangement between
Provider and Patient on the AcceptCare Platform, Provider agrees to pay AcceptCare 2.5% of the total payment amount, in addition to
$0.15 per transaction.
7.5 Payment by Provider. Except for the monthly licensing fee, all fees owed to AcceptCare under this Agreement on a
single Patient transaction shall be consolidated into a single fee amount and paid out of the Provider Funds in the Sponsored Account
as set forth in Section 5. AcceptCare shall bear responsibility for notifying the Bank of the amount of its fee for each transaction.
7.6 Tax Responsibility. Provider shall be solely responsible for the payment of all applicable taxes, duties, levies, imposts,
fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business,
service, and similar transactional taxes imposed by any jurisdiction, and the interest and penalties thereon, in relation to this Agreement
and Provider’s use of the AcceptCare Platform (collectively, “Taxes”). Under no circumstances shall any Taxes be deducted from the
payments to AcceptCare, except as required by law, in which case Provider shall increase the cost of treatment as necessary so that after
making all required deductions and withholdings, AcceptCare receives and retains (free from any Tax liability) an amount equal to the
amount it would have received had no such deductions or withholdings been made. This Section shall survive the termination or
expiration of this Agreement.
7.7 Pricing Confidential. All AcceptCare pricing information and documents are deemed confidential, and Provider shall
not disclose such information without AcceptCare’s written consent.
8. TERM AND TERMINATION OF AGREEMENT
8.1 Term. The term of this Agreement shall commence as of the Effective Date and shall continue in full force and effect
on a monthly basis for an initial term of one (1) year (the “Initial Term”). At the end of the Initial Term or any Renewal Term (as
defined below), this Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and together with
the Initial Term, the “Term”), unless either Party notifies the other Party that it does not intend to renew this Agreement as of the end
of its then current term. Any such notice of nonrenewal must be delivered by the non-renewing Party to the other Party in writing not
less than thirty (30) days prior to the end of the then current term of this Agreement.
8.2 Termination Upon Default. In the event of any material breach of any representation, warranty, covenant, or obligation
under this Agreement by any Party, the non-breaching Party may terminate this Agreement after giving written notice of the breach
(“Breach Notice”) to the other Party and allowing the non-breaching Party time to cure the breach. The Breach Notice will (a) describe
the material breach; (b) state the non-breaching Signature Party’s intention to terminate this Agreement if the breach is not cured; and
(c) state the obligations of the breaching Party to fully cure the breach. If the breaching Party does not cure such breach to the sole and
complete satisfaction of the non-breaching Party within fifteen (15) calendar days after receipt of the Breach Notice, the non-breaching
Party may immediately terminate this Agreement by giving notice following the end of such cure period. This notice will state the
terminating Party’s intention to terminate the Agreement pursuant to this Section and will be provided to the breaching Party within five
(5) calendar days following the end of the cure period.
8.3 Immediate Termination. Either Party may terminate this Agreement effective immediately if the other Party (a)
becomes insolvent or unable to pay its debts as they mature within the meaning of the United States Bankruptcy Code or any successor
statute; (b) makes an assignment for the benefit of its creditors; (c) files or has filed against it, voluntarily or involuntarily, a petition
under the United States Bankruptcy Code or any successor statute unless the petition is stayed or discharged within ninety (90) days; or
(d) has a receiver appointed with respect to all or substantially all of its assets.
8.4 Automatic Termination. If any state or other jurisdiction enacts a law which prohibits the continuance of this
Agreement, or an existing law is interpreted to prohibit the continuance of this Agreement, this Agreement shall terminate automatically
as to such state or jurisdiction on the effective date of such law or interpretation; provided, however, that if only a portion of this
Agreement is prohibited by law, only that portion of this Agreement that is prohibited shall be terminated and this Agreement shall be
construed in all respects as if such invalid or unenforceable provision were omitted. However, in the event that any law or regulation,
or regulatory body or governmental agency, requires any modifications to this Agreement that are materially adverse to one Party, that
Party shall be entitled to termination the Agreement upon thirty (30) days written notice to the other Party.
8.5 Effect of Termination. If this Agreement expires or is terminated for any reason, Provider will pay to AcceptCare any
and all unpaid amounts owed under this Agreement as of the date of the termination or expiration. AcceptCare will have no obligation
to provide any services or make the AcceptCare Platform available or accessible to Provider unless otherwise agreed upon by the Parties
in writing and all license and use rights granted to Provider hereunder will immediately terminate. Any and all of Provider’s liabilities
to AcceptCare that have accrued before the effective date of the expiration or termination will survive. AcceptCare shall have no
obligation to retain any Provider data or reports after the termination or expiration of this Agreement, other than as required of
AcceptCare by state or federal law and its implementing regulations. Sections 6-9 and 12 shall survive, as well as provisions designated
to survive under any Schedule to this Agreement.
9. INTELLECTUAL PROPERTY OWNERSHIP AND CONFIDENTIALITY
9.1 License to Use Intellectual Property. Subject to the terms and conditions herein, AcceptCare hereby grants, and
Provider hereby accepts, a non-exclusive, non-transferable license to the AcceptCare Platform as described in Section 2. AcceptCare
retains the right to materially redesign, modify, update, or upgrade the organization, navigation, structure, branding, features,
functionality, and look and feel of the AcceptCare Platform at any time without prior notice. Provider may only use AcceptCare’s
trademarks, trade names, service marks, and/or logos (collectively “Trademarks”) with AcceptCare’s prior written approval for each
specific use. Nothing herein will grant to Provider any right, title, or interest in the Trademarks or any goodwill arising from use of the
Trademarks. Provider agrees not to challenge the validity of, or attempt to register, any of the Trademarks of AcceptCare, nor will it
adopt any derivative or confusingly similar trademarks, brands, or marks or create any combination marks with any Trademarks. If
given written approval, Provider will use the Trademarks only in accordance with AcceptCare’s Trademark usage policies as such may
be in effect from time to time and only in accordance with the provision of the terms of this Agreement.
9.2 AcceptCare’s Intellectual Property. AcceptCare shall own and retain all right, title, and interest in the AcceptCare
Platform and any software code, computer program, documentations, updates, enhancements, upgrades, revisions, improvements, and
modifications of the foregoing that AcceptCare or its third-party service providers has embedded or integrated into the AcceptCare
Platform, and all aggregated data, including, but not limited to any and all IP Rights, derivative works, improvements, modifications,
updates, releases, versions, and feedback related thereto (the “AcceptCare IP”). Any suggestions, feedback, enhancement requests,
recommendations, or other information provided by Provider or any Patient to AcceptCare relating to the AcceptCare Platform shall be
the property of AcceptCare and included in the AcceptCare IP and Provider shall have no rights therein. “IP Rights” means all forms
of intellectual property rights and protections throughout the world, including, but not limited to, any (a) patents (including any patent
applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof), (b)
copyrights, (c) Internet domain names, trademarks, service marks, and trade dress, together with all goodwill associated therewith, (d)
trade secrets, (e) rights in databases and designs (ornamental or otherwise), (f) moral rights, rights of privacy, rights of publicity, and
similar rights, and (g) any other proprietary rights and protections, whether currently existing or hereafter developed or acquired, whether
published or unpublished, arising under statutory law, common law, or by contract, and whether or not perfected, including all
applications, disclosures, and registrations with respect thereto.
9.3 Confidential Information. The Parties acknowledge that during the course of their relationship, each Party (the
“Disclosing Party”) may disclose to the other Party (the “Receiving Party”) certain of its nonpublic confidential and proprietary
information, including, without limitation, any information concerning the function, design, specifications, tools, or other characteristics
of Disclosing Party’s products or services, any marketing, personnel, pricing or customer related information, any financial information
of Disclosing Party or any trade secrets or business plans of Disclosing Party, whether such information is in written, oral, or visual
form (“Confidential Information”). Without limiting anything contained herein, the terms of this Agreement shall be deemed
Confidential Information.
9.3.1 Receiving Party agrees (a) to hold Disclosing Party’s Confidential Information in strict confidence, (b) not to disclose
such Confidential Information to any third parties unless authorized herein, and (c) not to use any Confidential
Information for any purpose except to fulfill its obligations to the Disclosing Party. The Receiving Party shall only
permit access to the Disclosing Party’s Confidential Information to its respective employees, consultants, affiliates,
agents, and subcontractors or other third party service providers having a need to know such information in connection
with this Agreement, and only after such persons have been advised of the confidential nature of such information and
are bound by obligations of confidentiality with respect to such Confidential Information that are substantially similar
to the terms of this Agreement; in any event, the Receiving Party shall remain liable for any failure by such persons
to maintain the confidentiality of the Confidential Information. In the event that Receiving Party is requested or
required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil
investigative demand or other similar process) to disclose any of the Confidential Information, Receiving Party shall
provide Disclosing Party with prompt written notice of any such request or requirement so that Disclosing Party may
seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
If, in the absence of a protective order or other remedy or the receipt of a waiver from Disclosing Party, Receiving
Party is nonetheless, in the written opinion of Receiving Party’s legal counsel, legally compelled to disclose
Confidential Information, Receiving Party may, without liability hereunder, disclose only that portion of the
Confidential Information which such counsel advises Receiving Party is legally required to be disclosed, provided
that Receiving Party exercises its best efforts to preserve the confidentiality of the Confidential Information, including,
without limitation, by cooperating with Disclosing Party to obtain appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential Information.
9.3.2 Confidential Information will not include information which: (a) is now, or hereafter becomes, through no act or
failure to act on the part of Receiving Party, generally known or available to the public; (b) was independently
developed by Receiving Party without any use of or reference to the Confidential Information, as demonstrated by
files created at the time of such independent development; (c) is disclosed with the prior written consent of Disclosing
Party; or (d) was acquired by Receiving Party from a third party which has no obligation of confidentiality to
Disclosing Party.
9.4 Provider Privacy and Network Security. Provider has and will continue to maintain policies and procedures governing
the collection, transfer, storage, use, and security of its Patients’ data and personal information in compliance with all applicable Privacy
and Data Security Laws and Regulations. “Privacy and Data Security Laws and Regulations” means applicable laws, regulations, and/or
written policies or terms of use of The Practice relating to privacy; information security; data protection; the processing, sharing, and/or
sale of personal data; data breach notification laws; and, to the extent applicable, the security standards promulgated pursuant to the
Health Insurance Portability and Accountability Act, 45 C.F.R. § 164.302 et seq.) (“HIPAA”); the Federal Trade Commission’s
Safeguards Rule, 16 C.F.R. § 314.1 et seq. (the “Safeguards Rule”); the California Consumer Privacy Act of 2018, Cal. Civ. Code §
1798.100 et seq. (“CCPA”); and all other applicable laws and regulations of the United States and each state and/or territory therein.
10. USE OF INFORMATION
Subject to and in compliance with this Agreement and applicable privacy laws and regulations, including HIPAA, AcceptCare will have
the right (but not an obligation) to review, monitor, analyze, and use all data collected (with proper consents) via Provider and Patients’
use of the AcceptCare Platform, both on an individual basis and in the aggregate, in order to: (a) provide the services set forth herein;
(b) to collect and create data about Providers’ and Patients’ use of the AcceptCare Platform; (c) to modify, enhance, or improve the
AcceptCare Platform, or (d) as otherwise permitted under the AcceptCare’s Privacy Policy, which is incorporated herein by reference.
AcceptCare may use, reproduce, or publicize information collected via the AcceptCare Platform that is aggregated and anonymized with
all Personal Information removed (“Aggregated Data”), in its sole discretion for any lawful purpose.
11. PROVIDER OBLIGATIONS
11.1 System. Provider is responsible for (a) obtaining, deploying and maintaining all computer hardware, software,
modems, routers, and other equipment necessary for Provider’s Patients and Authorized Users to access and use the AcceptCare Platform
via the Internet; (b) contracting with third party ISP, telecommunications, and other service providers to access and use the AcceptCare
Platform via the Internet; and (c) paying all third-party fees and access charges incurred in connection with the foregoing. Except as
specifically set forth in this Agreement, AcceptCare shall not be responsible for supplying any hardware, software, or other equipment
to Provider.
11.2 Notification of Changes. Provider must notify AcceptCare in writing within five (5) business days of any changes to:
(a) the information provided in Provider’s Application, (b) Provider’s bank account and/or recurring payment information, (c) the
licensed dental care providers employed by Provider and providing Provider Services to Patients, including but not limited to new dental
care providers and the departure or termination of any licensed dental care provider, and (d) the licensure status of Provider’s licensed
dental care providers. Provider shall similarly notify AcceptCare of any event that will materially impact the volume of Provider’s
Patients accessing the AcceptCare Platform or Provider’s use of the AcceptCare Platform.
11.3 AcceptCare Requests. AcceptCare may request additional information or documentation related to any event or
information described in this Section, Provider’s practice generally, or Provider’s use of the AcceptCare Platform at any time during the
Term of this Agreement. Provider is required to respond to AcceptCare’s requests and inquiries and provide any requested information
or documentation as soon as reasonably possible.
12. GENERAL PROVISIONS
12.1 Binding Agreement; Assignment. This Agreement is assignable in whole or in part by AcceptCare. This Agreement
shall be binding upon and inure to the benefit of AcceptCare and Provider and their respective successors and assigns; provided,
however, that this Agreement may not be assigned by Provider without the prior written consent of AcceptCare.
12.2 Notices. All notices required or permitted to be given hereunder shall be given in writing and shall be deemed to have
been given when personally delivered or mailed, by certified or registered mail, return receipt requested, addressed to the intended
recipient. Notwithstanding the foregoing, Provider agrees to accept emails from AcceptCare at the e-mail addresses specified by its
Authorized Users for login purposes. In addition, Provider agrees that AcceptCare may rely and act on all information and instructions
provided to AcceptCare by Authorized Users from the above-specified e-mail address. Provider agrees to receive electronically all
communications, agreements, and notices that AcceptCare provides in connection with this Agreement, including by e-mail, text, or inplatform
notifications. Provider agrees that all communications that AcceptCare provides to the Practice electronically satisfy any legal
requirement that such communications be in writing.
12.3 Agreement; Amendment. The Parties agree that this Agreement and the agreements and documents incorporated by
reference herein are the only agreements between the Parties with respect to its subject matter. This includes any term sheet or similar
agreement or document relating to the transactions that the Parties may have exchanged prior to signing this Agreement. No Party, other
than the Parties to this Agreement, shall be entitled to benefits from this Agreement. Neither this Agreement nor any document or
Schedule referenced herein may be amended except by a written instrument signed by Provider, unless otherwise set forth herein.
12.4 Waiver. If either Party fails to enforce any of the provisions in this Agreement for any length of time, that Party shall
not be forbidden from enforcing those same provisions or other rights in this Agreement in the future. If a Party wants to waive the
enforcement of any provision of this Agreement, it may do so only in a signed, written document. If a Party does waive a specific
provision of this Agreement, this shall not be a waiver of any other provision of this Agreement.
12.5 No Third-Party Beneficiary Rights. The terms and provisions of this Agreement are intended solely for the benefit of
the Parties hereto and their respective permitted successors or assigns, and it is not the intention of the Parties to confer third-party
beneficiary rights upon any other person or entity.
12.6 Business Days. If any due date contained herein falls on a Saturday, Sunday or legal holiday, the due date shall be
deemed to be the following business day.
12.7 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or
future law, the Parties agree that (a) the unenforceable provisions will be disregarded from the Agreement; (b) this Agreement will be
enforced as if such illegal, invalid, or unenforceable provision had never been included in the Agreement; (c) the remaining provisions
of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by
the fact that it is being disregarded from the Agreement; and (d) in order to replace the illegal, invalid, or unenforceable provision, there
will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to the provision that
is being disregarded as may be possible.
12.8 Force Majeure. The Parties agree that if either of the Parties is delayed or prevented from performing its obligations
under this Agreement by a cause that is reasonably out of its control, that Party shall not be liable for its delay or failure to perform. The
causes which the Parties agree are beyond any party’s control include, but are not limited to, an act of God, an act or omission or civil
or military authorities of a state or nation, fire, strike, flood, riot, war, delay of transportation, epidemic, pandemic or public health
emergency, or any other act or omission beyond the reasonable control of a Party.
12.9 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement
to arbitrate shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules (the “Rules”) in effect on the date of the commencement of the arbitration, and applying the substantive
law of the State of Colorado, without reference to its laws relating to conflicts of law. The arbitration shall be conducted via video
conference by a sole arbitrator appointed pursuant to the Rules. The arbitrator(s) shall deliver a reasoned written decision with respect
to the dispute to each Party, who shall promptly act in accordance therewith. The prevailing Party shall be entitled to recover its
reasonable costs relating to that aspect of its claim or defense on which it prevails, including reasonable attorneys’ fees and costs, and
any opposing costs awards shall be offset. The award of the arbitration shall be final and binding on the Parties, and judgment may be
entered on the award and enforced by any court of competent jurisdiction. In no event shall the total duration of the arbitration exceed
one (1) year unless agreed to by the Parties in writing. Notwithstanding the foregoing, either Party may seek injunctive relief or other
provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary.
12.10 Counterparts. This Agreement may be executed by facsimile or other electronic transmission and in one or more
counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.
12.11 Disclaimer of Warranties. THE ACCEPTCARE PLATFORM AND ALL CONTENT AND MATERIALS
PROVIDED THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR INDEMNITIES
OF ANY KIND. ACCEPTCARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES (a) CONCERNING THE AVAILABILITY, ACCURACY,
APPROPRIATENESS, RELIABILITY OR TIMELINESS OF THE ACCEPTCARE PLATFORM AND ALL CONTENT; (b) OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT; (c) THAT ANY
DEFECTS OR ERRORS WILL BE CORRECTED; THAT UNAUTHORIZED ACCESS TO OR MISAPPROPRIATION WILL NOT
OCCUR; OR THAT THE ACCEPTCARE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
PROVIDER’S USE OF THE ACCEPTCARE PLATFORM IS SOLELY AT PROVIDER’S RISK.
12.12 Limitation of Liability. EXCEPT AS PROVIDED ELSEWHERE IN THIS AGREEMENT, IN NO EVENT SHALL
ACCEPTCARE OR PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE,
OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM
INTERRUPTION OF USE, LOSS OF DATA, THE UNAUTHORIZED ACCESS TO OR THE MISAPPROPRIATION OF ANY
CONTENT MADE AVAILABLE ON OR THROUGH THE ACCEPTCARE PLATFORM, OR LOST PROFITS ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT OR USE OF THE ACCEPTCARE PLATFORM. THIS LIMITATION APPLIES
WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY
OTHER BASIS. ACCEPTCARE’S LIABILITY PROVIDER OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL BE
LIMITED TO THE GREATER OF (a) THE AMOUNT OF FEES PAID TO ACCEPTCARE HEREUNDER BY PROVIDER DURING
THE THIRTY (30) DAYS PRECEDING THE DATE THE CLAIM ARISES OR (ii) ONE THOUSAND DOLLARS ($1,000). It is
agreed that in no event will AcceptCare be liable for any claim, loss, billing error, damage, or expense caused by AcceptCare’s
performance or failure to perform hereunder that is not reported in writing by Provider to AcceptCare within thirty (30) days of such
failure to perform. However, under no circumstances will AcceptCare be liable to Provider for delays in the transmission of information
or the actions of its third-party service providers.
12.13 Subcontractors/Third-Party Service Providers. Provider understands and agrees that the AcceptCare Platform and the
services provided thereby may be performed or delivered, in part or in whole, by affiliated or subsidiary entities, independent contractors,
vendors, or other third-party service providers of AcceptCare.
12.14 Release. Provider hereby releases AcceptCare and its present and former officers, directors, agents, managers,
members, investors, partners, employees, shareholders, fiduciaries, parents, affiliates, subsidiaries, divisions, legal representatives,
predecessors, estates, trusts, executors, successors and assigns, and all persons (natural, corporate or otherwise) in privity with
AcceptCare or any of them from all claims, demands, and damages (actual and consequential) of every kind and nature, disclosed or
undisclosed, known and unknown, suspected and unsuspected, in any way arising out of or in connection with the AcceptCare Platform.
12.15 Mutual Indemnification. Each Party shall indemnify and hold the other harmless for any losses, claims, damages,
awards, penalties, or injuries incurred by any third party, including reasonable attorney’s fees, which arise from any alleged breach of
such indemnifying Party’s obligations under this Agreement, provided that the indemnifying party is promptly notified of any such
claims. The indemnifying Party shall have the sole right to defend such claims at its own expense. The other Party shall provide, at the
indemnifying Party’s expense, such assistance in investigating and defending such claims as the indemnifying Party may reasonably
request. This indemnity shall survive the termination of this Agreement.
12.16 AcceptCare’s Attorneys’ Fees and Costs. Notwithstanding Section 12.12, if AcceptCare is required to retain the
services of legal counsel in order to enforce any provision of this Agreement or any portion of the Terms against Provider, AcceptCare
shall be entitled to all attorney’s fees, costs, and necessary disbursements, in addition to any other relief to which it may be entitled.
13. BETA TESTING AND SERVICES. From time to time, AcceptCare may offer services identified as beta, pilot, developer
preview, non-production, evaluation or by a description of similar import (“Beta Services”). Beta Services: (a) are provided only for
evaluation purposes and can include a fee of up to 30% on all payments processed on the AcceptCare Platform; (b) may not be relied
on by Provider for production use; (c) may not be supported; and (d) may be subject to additional terms. Unless otherwise stated, any
Beta Services trial period will expire on the date that a version of the Beta Services becomes generally available. Provider understands
that the key objective for the beta program is for AcceptCare to obtain feedback on the performance of the Beta Services. Provider will
utilize the Beta Services in its day-to-day business environment and will provide clear and substantive feedback to AcceptCare relating
to the performance, features, functions, and availability of the Beta Services, errors, problems or difficulties, suggestions for
improvement and Provider’s overall experience with the Beta Services. AcceptCare may discontinue Beta Services at any time in its
sole discretion and may never make Beta Services generally available.
13.1 ALL BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY
OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME. ACCEPTCARE DISCLAIMS ALL
OBLIGATIONS AND LIABILITY UNDER THE AGREEMENT FOR ANY HARM OR DAMAGE ARISING OUT OF OR
RELATED TO A BETA SERVICE, INCLUDING ANY OBLIGATIONS OR LIABILITY WITH RESPECT TO PATIENT
DATA. ANY CONFIGURATIONS OR PATIENT DATA ENTERED INTO BETA SERVICES, AND ANY
CUSTOMIZATIONS MADE TO BETA SERVICES BY PROVIDERS, MAY BE PERMANENTLY LOST IF THE BETA
SERVICES ARE SUSPENDED, TERMINATED, OR DISCONTINUED.