Service Agreement and Informed Consent

This Service Agreement (“Agreement”) governs your use of the services of one or more participating Dental Practices (as defined below) comprising the Soothing Dental Cooperative (as defined below), and its authorized agent, Soothing Dental, Inc. (collectively “Soothing Dental,” “us” or “we”). By engaging our services, you agree that you have read, understand and consent to this Agreement:

Service Acceptance/Informed Consent to Dental Services.

● You agree and have the legal right and ability to: (i) enter into this Agreement, (ii) receive Dental Services for your personal benefit or the benefit of your legal minor children, and (iii) abide by the obligations, including the Terms and Conditions, set forth in the Agreement.
● You acknowledge and agree that you are making an informed decision to enter into this Agreement and to receive the Dental Services, and have been given all necessary and relevant information to make that decision.
● You agree to select a Dental Practice as your primary service provider for Dental Services and to receive Dental Services from any other Dental Practice in the Soothing Dental Cooperative that you may choose to access for care.
● You agree by accepting the Dental Services that you and/or your minor child if applicable are a patient of your selected Dental Practice, and are entering into a patient-provider relationship with the dental professional(s) that the Dental Practice assigns to your care.
● You hereby authorize the Dental Practice to administer such medications and perform such diagnostic, photographic and therapeutic procedures as may be necessary for proper dental care in accordance with the Consent to Treatment, set forth in this Agreement.
● You agree to permit your selected Dental Practice to use and disclose your health information with (i) any other Dental Practice in the Soothing Dental Cooperative that you may choose to access for care, (ii) any Dental Coverage carrier identified by you, and (iii) any healthcare professionals in the course of treatment, or as otherwise required by law.
● You agree that any prescriptions of medication for dental treatment that you receive from a Dental Practice shall be solely for your personal use or the use of your legal minor child.
● You agree to be financially responsible for the cost of Membership Services and Dental Services, and if you are a Dental Coverage Patient, you agree to authorize Soothing Dental to accept payment directly from the Dental Coverage for benefits otherwise payable to you.
● You agree to the term, AUTO-RENEWAL, and termination rights and obligations contained in this Agreement.
● You understand that there are potential risks associated with receiving Dental Services and for utilizing the Soothing Dental Cooperative, including the potential risks of infections and/or breaches of privacy of personal information.
● You agree to fully and carefully read all information provided to you from Soothing Dental on your care, any follow-up instructions, and prescribed medications.

Consent to Treatments

TREATMENT TO BE DONE: You understand and consent to have any treatment done by the Dentist after the procedure, risks, benefits, and costs have been fully explained. These treatments include, but are not limited to, x-rays, cleanings, periodontal treatments, fillings, crowns, bridges, extractions, root canals, and /or dentures.

DRUGS AND MEDICATION: You understand that antibiotics, analgesics and other medications can cause allergic reactions causing redness and swelling of tissues, pain, itching, vomiting, and /or anaphylactic shock.

CHANGES IN TREATMENT PLAN: You understand that during treatment it may be necessary to change or add procedures because of conditions found while working on the teeth. For example, root canal therapy following routine restorative procedures. You give permission to the Dentist to make any/all changes and additions to your treatment plan as necessary.

REMOVAL OF TEETH: You understand that there are alternatives to tooth removal (root canal therapy, crowns, and periodontal surgery, etc.) and you agree to completely understand these alternatives, including their risks and benefits prior to authorizing the Dentist to remove teeth and others necessary for reasons as above. You understand removing teeth does not always remove all the infection, if present, and it may be necessary to have further treatment. You understand the risks involved in having teeth removed, some of which are pain, swelling, spread of infection, dry socket, loss of feeling your teeth, lips, tongue and surrounding tissue that can last for an indefinite period of time or result in a fractured jaw. You understand You may need further treatment by a specialist if complications arise during or following treatment, the cost of which is your responsibility, and not that of the Dental Practice.

CROWNS (CAPS) AND BRIDGES: Preparing a tooth may irritate the nerve tissue in the center of the tooth, leaving your tooth feeling sensitive to heat, cold or pressure. Treating such irritation may involve using special toothpastes or mouth rinses or root canal therapy. You understand that sometimes it is not possible to match the color of natural teeth exactly with artificial teeth. You further understand that you may be required to wear temporary crowns, which may come off easily and that you must be careful to ensure that they are kept on until the permanent crowns are delivered. It is your responsibility to return for the permanent cementation within 30 days from tooth preparation, as excessive delays may allow for tooth movement, which may necessitate a remake of the crown, bridge or cap. You understand there will be additional charges for remakes due to your delay in scheduling and attending the appointment for permanent cementation, and you understand that final opportunity to make changes in your new crown, bridge, or cap (including shape, fit, size, and color) will occur prior to the permanent cementation appointment.

ENDODONTIC TREATMENT (ROOT CANAL): You understand that there is no guarantee that root canal treatment will save a tooth, and that complications can occur from the treatment, and that occasionally root canal filling materials may extend through the tooth, which does not necessarily effect the success of the treatment. You understand that endodontic files and drills are very fine instruments and stresses vented in their manufacture and calcification present in teeth can cause them to break during use. You understand that referral to an endodontist for additional endodontic treatment may be necessary following any root canal treatment, and you agree that you are responsible for additional costs for treatment performed by the

Endodontist. You understand that a tooth may require extraction in spite of all efforts to save it.

PERIODONTAL DISEASE: You understand that periodontal disease is a serious condition causing gum and bone inflammation and/or loss and that it can lead to the loss of your teeth. You understand the alternative treatment plans to correct periodontal disease, including gum surgery, tooth extractions with or without replacement. You understand that undertaking any dental procedures may have future adverse effect on your periodontal condition.

FILLINGS: You understand that care must be exercised in chewing on fillings, especially during the first 24 hours to avoid breakage. You understand that a more extensive filling or a crown may be required, as additional decay or fractures may become evident after initial excavation. You understand that significant sensitivity is a common, but usually temporary, after effect of a newly placed filling. You further understand that filling your tooth may irritate the nerve tissue creating sensitivity and treating such sensitivity could require root canal therapy.

You have received and read a copy of the Dental Board of California’s Dental Materials Fact Sheet. You understand that dentistry is not an exact science and that no dentist can properly guarantee results. You hereby authorize any of the doctors or dental auxiliaries to proceed with and perform the dental restorations and treatments as explained to you.

Definitions:

Terms and Conditions

● “Dental Coverage” means any insurance or other third-party coverage of the financial responsibility for Dental Services provided by the Dental Practice to the Patient.
● “Discount Offer” means a discounted financial arrangement for Dental Services offered by the Dental Practice, as described on the Soothing Dental Site, and selected by the Member for a Patient, who does not have any Dental Coverage. Discount Offers ARE NOT insurance and only apply to cost of clinically appropriate services provided by the Dental Practice.
● “Dental Practice” means an independent dental practice, which has entered into a contractual management arrangement with Soothing Dental, Inc. and is affiliated with the Soothing Dental Cooperative, and listed on the Soothing Dental Site website or our mobile application (“Application”), both controlled by Soothing Dental, (collectively “Site”) (www.soothing.dental), which is subject to change from time to time.
● “Dental Services” means dental care provided, supervised, or prescribed by a licensed or certified dentist or dental professional of a Dental Practice.
● “Member” means the person that enters into this Agreement for the purpose of obtaining Membership Services and/or Dental Services for a Patient.
● “Membership Services” means non-dental services provided by Soothing Dental, Inc. to a Member and Patient.
● “Patient” means the person receiving Dental Services from a Dental Practice and Membership Services from Soothing Dental, Inc. under this Agreement.
● “Soothing Dental, Inc.” means a management company that has entered into contractual arrangements with Dental Practices and administers the Soothing Dental Cooperative, and is not a professional services corporation and does not provide any dental or other licensed dental or healthcare services.
● “Soothing Dental Cooperative” means an affiliation of independent family care dental practices, which are managed by Soothing Dental, Inc.
Member Eligibility Requirements:

● Member shall be eighteen (18) years of age or older.
● Member shall be the authorized parent or legal guardian of any minor children who will
be receiving services under this Agreement. Member and Patient Responsibilities:

● Member and Patient are responsible for providing accurate information, provided either on the web, in our app, or in the forms and the dental/medical histories are correct to the best of your knowledge, and for updating any demographic information, including insurance coverage information, in the dental record.

● Member and Patient agree to follow all recommendations, protocols and other instructions provided by Soothing Dental.

Membership Services provided by Soothing Dental, Inc.

● Soothing Dental, Inc. will provide the Membership Services set forth on the Soothing Dental Site, which are subject to change from time to time in the sole discretion of Soothing Dental, Inc.
● Membership Services include those services described on the Soothing Dental Site and selected by the Member, which are subject to change from time to time in the sole discretion of Soothing Dental, Inc. Any Membership Services selected by the Member shall remain in effect for one (1) year or such other time as provided on the Soothing Dental Site (“Membership Period”).
● Soothing Dental, Inc. shall administer and orchestrate Member’s and Patient’s interaction with the Soothing Dental Cooperative.
● Membership Services shall not include any Dental Services. Discount Offers offered by Dental Practice:

● Dental Practice will offer Discount Offers to a Member for any Patient, who does not have Dental Coverage.
● Discount Offers shall provide discounts off of the fee schedule of the Dental Practice for Dental Services provided by the Dental Practice, as set forth on the Soothing Dental Site, which are subject to change from time to time in the sole discretion of Dental Practice.
● Discount Offers shall not apply to the costs of any services provided by any third-party, which shall be paid separately as an out-of-pocket expense by the Member or Patient.
● Discount Offers are not insurance.
● Any Discount Offer selected by the Member shall remain in effect for two (2) years or
such other time as provided on the Soothing Dental Site (“Discount Offer Period”) unless
this Agreement is sooner terminated by either party, as provided herein.
● The cost of the Discount Offers shall be paid on a monthly basis and the cost of any Dental Services shall be paid at the time of service or in some other manner mutually
agreed to by the Dental Practice and the Member or Patient. Dental Services provided by a Dental Practice:

● Dental Practice will offer to the Patient and perform Dental Services as determined clinically necessary in the sole professional judgement of a dental professional of the Dental Practice.
● Dental Practice shall establish charges to be paid by the Member or Patient in accordance with the Dental Coverage or Discount Offer selected by the Member on the Soothing Dental Site.
● Dental Practice, through Soothing Dental, Inc., shall bill and collect for all Dental Services provided to the Patient by the Dental Practice.

Privacy and Security

● Soothing Dental respects your privacy and takes privacy very seriously. By accepting this Agreement, you consent to permit Soothing Dental to use and disclose your personally identifiable information, including health information, provided to us or developed while you are a Member and receiving Dental Services as outlined in our Notice of Privacy Policies is a part of the Agreement. We also encourage you to read and become familiar with our Privacy Policy

Electronic Health Record

● Soothing Dental maintains an Electronic Health Record (“EHR”) system and creates a record for each Patient (“Record”) and stores them in accordance with relevant dental record keeping state requirements.
● Patient’s Record is created to store Patient’s Personal Health Information (PHI), including health conditions, allergies, relevant dental history, and medications. Information provided as part of Member enrollment, Patient intake, or consultation with a Soothing Dental representative may, if appropriate, be maintained in Patient Record and relied on by our clinicians in providing care to Patient. For additional information regarding use of your Record and your rights relating to health information we collect or maintain about you, please see our Notice of Privacy Policies.
Password and PIN
Member and Patient may access Patient information on the Soothing Dental Site only through the use of a password and/or PIN selected by you. Member and Patient are solely responsible for maintaining the confidentiality of your password and/or PIN, and for all activities that occur under your password and/or PIN. Member and Patient agree to prohibit anyone else from using the password and/or PIN and to immediately notify Soothing Dental of any unauthorized use of the password or other security concerns of which Member or Patient becomes aware.
Financial Policy
● Soothing Dental requires all Patients, as a condition of receiving Dental Services from a Dental Practice in the Soothing Dental Cooperative, to pay the Membership Fee unless a waiver is authorized in writing by Soothing Dental, Inc.
● Soothing Dental will provide Member or Patient with an estimate for any recommended treatment.
● For Discount Offer Patients, Soothing Dental reserves the right to charge 50% of the patient’s portion in order to reserve an appointment. The balance is due on the day of treatment. A 5% discount will be given if the entire balance is paid at the time the appointment is made. Soothing Dental provides financial options for those who wish to make monthly payments for those who qualify.
● For Dental Coverage Patients, Dental Practices in the Soothing Dental Cooperative accepts all PPO dental coverage.
● For Dental Coverage Patients, Soothing Dental will:

o Research your dental insurance plan to advise you of whether Dental Practice is in-network or out-of-network and benefits available to Patient.

o Submit a claim to your insurance carrier within 24 hours of your visit.
o Follow the American Dental Association’s guidelines for coding procedures and

submitting insurance claims.
o One time only we will Resubmit/Appeal any claim that has been denied or

processed incorrectly within 60 days.
o Upon request, we will submit a Preauthorization to your insurance carrier before

treatment is scheduled.
o Provide you with an estimate for any recommended treatment.

● If Member or Patient choose to use a Dental Coverage where Dental Practice is listed as an in-network provider, Soothing Dental will submit a claim and accept payments in accordance with the coverage requirements. Member and Patient agree to pay any necessary co-pays or deductibles as required by the Dental Coverage. If Member’s or Patient’s Dental Coverage denies coverage for any Dental Services, Member and Patient understand and agree that Member and Patient will be responsible for payment of any amounts not covered by the Dental Coverage.
● If you choose to use Dental Coverage and the Dental Practice is listed as an out-of- network provider, Soothing Dental will submit a claim and accept payments in accordance with your coverage requirements, and will bill you the balance between the billed charge and the amount of the payment received. Member and Patient agree to pay any necessary co-pays or deductibles as required by your Dental Coverage, and the remaining balance between the amount received from Member or Patient and the Dental Coverage and the amount of the billed charge. If Member’ or Patient’s Dental Coverage denies coverage for any Dental Services, Member and Patient understand and agree that Member and Patient will be responsible for payment of any amounts not covered by the Dental Coverage in full.
● If Member or Patient are a Dental Coverage Patient, Member and Patient also authorizes payment directly to the Soothing Dental from any Dental Coverage of any insurance benefits otherwise payable to Member or Patient you.
● Soothing Dental does not currently accept payment from Medicare, Medicaid or TriCare. In the event Member or Patient submit insurance information supported by Medicare, Medicaid or TriCare, that payment will not be accepted and Member and Patient will be responsible for paying the amount in full.
● Soothing Dental accepts various forms of electronic payment for Services in accordance with Soothing Dental policies and this agreement. Soothing Dental currently accepts electronic payments made by credit or debit card, pre-paid credit cards or health-savings accounts. Soothing Dental shall retain electronic payment methods for use on future charges, payment of unpaid balances, or payment of any cancellation or other fees.
● A monthly service charge of 2% will be added to any balance that is not paid within 30 days of notice.
● You agree that if a Member or Patient’s balance on an invoice for Dental Practice services or Membership Services becomes past due by thirty (30) days or more, on or after the thirtieth day that such balance is past due, the following will occur:

(1) a two percent (2%) late fee shall accrue on all amount(s) past due by thirty (30) days

or more, and
(2) the Dental Practice may run the credit card or other electronic payment method on file

with your account, for the balance that is thirty (30) days past due to be paid in full, and you will receive confirmation of payment in the form of a receipt or transaction confirmation.

● In the event Member’s or Patient’s balance remains unpaid for thirty (30) days or more, in addition to Soothing Dental’s right to run the credit card on file, or other electronic payment method selected by Member or Patient, for the balance to be paid in full, Soothing Dental reserves the right to pursue legal action to collect any outstanding amounts, and Member and Patient will be responsible for any attorney’s fees, collection fee, or court costs that may be incurred to satisfy your obligation.
● Returned checks: There is a fee, currently $35, for any checks returned by the bank. Before we accept another payment by check, the $35.00 fee plus full payment for the check that did not clear must be paid in cash, or by credit card.
● Soothing Dental is subject to complex laws and regulations that are constantly evolving and vary from state to state. Specific billing practices and service availability may be amended periodically to comply with changes in the law or guidance from Plans and regulatory authorities.
Appointment Cancellation Policy
- ● Soothing Dental requires 48 hours’ prior notice for any appointments that are rescheduled or cancelled.
- ● A hourly fee, as stated on the Site, will be charged for appointments cancelled without proper notification, and you agree to permit Soothing Dental to charge this amount to your selected electronic payment method.
  Term, AUTO-RENEWAL, and Termination
- ● This Agreement shall commence on the earlier of the date of: (i) enrollment as a Member or Patient, (ii) setting an appointment for Dental Services, or (ii) establishing an account on the Soothing Dental Site.
- ● THIS AGREEMENT, INCLUDING THE MEMBERSHIP PERIOD AND/OR THE DISCOUNT OFFER PERIOD, SHALL AUTOMATICALLY RENEW ON THE SAME TERMS, UNLESS THE MEMBER OR SOOTHING DENTAL NOTIFIES THE OTHER PARTY NO LESS THAN 30 DAYS PRIOR TO THE EXPIRATION DATE.
- ● Either Member or Soothing Dental may terminate this Agreement and Member’s right to use Soothing Dental at any time, with or without cause. Member’s termination shall be effective upon receipt of a written notice of termination to Soothing Dental. Any outstanding balance on Member’s account shall be due in full at the time of termination. If a balance remains on Member’s account for fifteen (15) days after termination, Soothing Dental reserves the right to run the electronic payment method selected by Member or Patient.
- ● This Agreement and any licenses granted to access the EHR shall terminate without notice in the event Member or Patient (or any authorized person using your account) fail

to comply with this Agreement, including the Terms and Conditions, Consent to

Treatment, or the Notice of Privacy Practices.

● After termination, Soothing Dental shall retain your Record in the EHR for a period of
time as required by law.
● If this Agreement is terminated by the Member or Patient prior to the conclusion of the
Dental Period, then Member shall pay the full costs (excluding any discounts or other adjustments provided in the Discount Offer in accordance with the fee schedule of the Dental Practice) for any Dental Services provided to the Patient, less any Discount Offer fees collected to date, as set forth on an invoice provided by Soothing Dental, Inc. (“Cancellation Payment”), by either (i) continuing to pay the Discount Offer fees for the remaining duration of the Discount Offer Period until the Cancellation Payment amount is reached, or (ii) immediately by charging the Cancellation Payment to the electronic form of payment designated by the Member, at Soothing Dental’s discretion.
Limitation of Liability; Indemnity
● TO THE FULL EXTENT PERMITTED BY LAW: (a) IN NO EVENT WILL SOOTHING DENTAL (INDIVIDUALLY AND COLLECTIVELY, SOOTHING DENTAL, INC., SOOTHING DENTAL COOPERATIVE, OR ANY DENTAL PRACTICE) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SOOTHING DENTAL HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN ANY EVENT, SOOTHING DENTAL’S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, FOR ALL CLAIMS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY CLAIM RELATED TO THE SERVICES PERFORMED BY SOOTHING DENTAL HEREUNDER, OR YOUR USE THEREOF), WILL NOT EXCEED THE AMOUNT YOU HAVE PAID TO SOOTHING DENTAL DURING THE ANNUAL PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
● To the extent permitted by law, Member and Patient agree to release, indemnify and hold Soothing Dental, its shareholders, members, managers, owners, advisors, officers, directors, affiliates, employees, and agents harmless from all liabilities, claims, expenses arising from injury or personal damage that occurs during your use of the Soothing Dental Site, your choice of payment method, or your receipt of notices or information at your contact address.
Disputes
Member and Patient agree that this Agreement is governed by the substantive and procedural laws of the State of California, and the California Arbitration Act. Any dispute arising out of or relating to this Agreement, including the determination of the scope or applicability of this clause shall be settled by binding arbitration administered by Judicial Arbtiration and Mediation Services ( JAMS) in accordance with its Streamlined Arbitration Rules and Procedures. The arbitration shall be heard by a single arbitrator, and shall be conducted in San Francisco, California. Each

party shall bear his, her, or its own costs relating to such arbitration, and the parties shall equally share the arbitrator’s fees. Judgment on any award resulting from such arbitration may be entered in any court having jurisdiction. If this arbitration provision is deemed invalid, the parties agree that the court of proper and exclusive jurisdiction to resolve any action arising out of this agreement shall be a state or federal court located in San Francisco, California. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT HE, SHE, OR IT MAY HAVE TO PARTICIPATE IN ANY CLASS ACTIONS OR CLASS ARBITRATIONS. The prevailing party shall be entitled to collect its’ attorney fees and costs as determined by the arbitrator.

Notice

Soothing Dental will generally communicate with you using the email address or telephone number you provided to Soothing Dental. In some circumstances, we may communicate with Member and Patient using the mailing address or other contact information provided to Soothing Dental. Member and Patient may contact Soothing Dental on all matters relating to Membership Services or Dental Services provided by us using the following resources:

Soothing Dental, Inc.

450 Sutter St #2500
San Francisco, CA 94108

For Customer Service inquiries: (855) 996-9337 Compliance/Ethics Hotline:(855) 996-9337 General Provisions

This Agreement, including Consent to Treatment, Terms and Conditions and Notice of Privacy Practices, shall constitute the entire Agreement between you and Soothing Dental with respect to the subject matter hereof. If any provision of this Agreement is, for any reason, deemed unenforceable or in violation of law, such unenforceability or violation will not affect the remaining provisions of this Agreement, which will continue in full force and effect and be binding upon the parties hereto.

Binding Effect

The terms and provisions of this Agreement shall be binding and inure to the benefit of the successors and assigns of the parties hereto.

Severability

In the event any provision herein is determined to be illegal or unenforceable, such determination shall not affect the validity of enforcement of the remaining provisions herein, all of which shall remain in full force and effect.

Descriptive Headings

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The descriptive headings used and inserted into this Agreement are for convenience only and shall not be deemed to affect the meaning or construction of any provision herein.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto.

Entire Agreement

This Agreement and the Exhibits, if any, hereto constitute the entire agreement Soothing Dental, and Member and Patient relating to the subject matter of this Agreement. There are no other terms, obligations, covenants, representations, or statements. No prior or subsequent agreements or understandings, either written or oral, pertaining to same shall be valid or of any force or effect, except in writing and signed by the parties hereto.

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