This document includes the full and complete Terms and Conditions for the AmericaSmiles Membership and Marketing Services (this "Agreement"), as of January 11, 2024 (the "Effective Date") and is valid and binding for all AmericaSmiles members, One Voice marketing partners, and Marketing Services clients (herein the “Client”) upon registration and payment, whether the agreement is made orally or in writing. The Client should read these terms and be sure they are in agreement. The Client shall have 30 days from the date of their first payment to cancel without penalty. Any Set-up fees and the initial payment are non-refundable.
This Agreement may be modified from time to time in the form of a written instrument published on the AmericaSmiles.net website (an "Amendment"). The terms of any Amendment executed during this Agreement will be subject to the terms of this Agreement unless otherwise stipulated in the Amendment.
This agreement is between United Dental Resources Corporation, (herein referred to as "AmericaSmiles") located at 70 Towncenter Drive, University Park, Illinois 60484, and both the Dental Laboratory and the Individual (owner/partner, members, financial representative, whose name appears on the credit card utilized for payment). If payment is made via check, then the person signing the check shall be a member of this agreement (herein referred to as “Client”). AmericaSmiles and the Client are sometimes individually referred to as "Party" and collectively referred to as the "Parties."

Whereas AmericaSmiles and the Client desire to establish a strategic marketing agreement whereby United Dental Resources Corporation will market the Client's brand and/or products and/or services to an exclusively agreed-upon list of dentists in proximity to the Client’s location.
Now, Therefore, the Parties agree to the following:
1. SCOPE OF ACTIVITIES. The Parties will undertake the activities listed in Appendix A. The Parties acknowledge that their respective obligations to undertake the activities listed in Appendix A serve as good and valuable consideration for this Agreement.

2. REPORTING. AmericaSmiles will provide regular updates on the status of the marketing efforts (where appropriate) during the Term, including reports that will let the other Party effectively track the progress derived from individual activities as described in this Agreement.

3. LICENSES. the Client grants to AmericaSmiles a non-exclusive, non-transferable, royalty-free license to use the Client's trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement, as needed. AmericaSmiles shall not use any of the Client's Marks for any purpose without first obtaining the prior written advance consent of the Client. AmericaSmiles will not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Client's, or other identifying marks placed by the Client or its agents on the products or associated documentation or literature, without the Client's prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon AmericaSmiles any right, title or interest in any of the Marks or goodwill of the Client. At no time during or after the term of this Agreement shall AmericaSmiles challenge or assist others to challenge the Client's Marks or the registration thereof or attempt to register any trademarks, marks or trade names that are in any way confusingly similar to the Client's Marks.
AmericaSmiles grants the Client a non-exclusive, non-transferable license to use the AmericaSmiles, ACDLA Certified, and AMSEd trade names, trademarks, logos and service marks (collectively Marks) in connection with this Agreement. However, the Client shall not use any of AmericaSmiles’ Marks for any purpose without first obtaining the prior written advance consent of AmericaSmiles. The Client shall only utilize the Marks as directed and will not alter or permit the alteration of, or remove or modify or permit removal or modification of, any of AmericaSmiles marks whether in digital form or on products or literature, without AmericaSmiles’ prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon the Client any right, title or interest in any of the Marks or goodwill of AmericaSmiles. At no time during or after the term of this Agreement shall the Client challenge or assist others to challenge AmericaSmiles’ Marks or the registration thereof or attempt to register any trademarks, marks or trade names that are in any way confusingly similar to AmericaSmiles’ Marks. Under no circumstances will the Client claim membership in the AmericaSmiles Network unless membership fees are current.
4. TERM AND TERMINATION. The term of this Agreement shall be 12 months from the Effective Date. The Launch Date shall be the date when the Client's Promotional Offer is presented live on AmericaSmiles's website. Thereafter, the term will automatically renew for successive one (1) year terms without notice.
a. Termination for Cause. If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within fifteen (15) days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.
b. Termination for Convenience. Either Party may terminate this Agreement for any reason at any time after the Launch Date with thirty (30) days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder.
The Client shall have 30 days from the date of their first payment to cancel without penalty. Any assessed Set-up fees and the initial payment are non-refundable. The Client agrees that after the 30-day initial cancellation period, Client may cancel the Marketing Services agreement at any time after the first six months. Any request to cancel Marketing Services made after the 30-day initial cancellation period and prior to the six-month service date, will become effective six-months after the Launch date.
c. Effect of Termination. Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, AmericaSmiles shall (i) cease all promotions of the Client's services to the dentist list; (ii) cease all use of the Client's service Marks; (iii) discontinue support of the Client landing page and any corresponding website services being provided; and (iv) discontinue membership discounts and access to exclusive membership services for the Client.
Upon termination, the Client shall (i) cease utilizing AmericaSmiles and ACDLA service Marks; (ii) release, without prejudice, the exclusive dentist list being utilized for the marketing services; and (iii) return or destroy all addresses provided by AmericaSmiles as part of the OneVoice marketing program.
Upon early termination (if not done at the 12-month renewal date), the Client shall be liable to pay for the services performed by AmericaSmiles including the following:

Monthly subscription payments up to the point of cancellation will be deducted to determine the outstanding fees which must be paid as part of the termination.

Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their products/services available directly to users subscribing to the product/service prior to termination, without any liability or obligation to the other Party.

5. WARRANTIES; DISCLAIMER.
a. Warranties. Each Party represents and warrants to the other that:
i. it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
ii. the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;
iii. when executed and delivered by such Party, this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party according to its terms;
iv. such Party acknowledges that the other Party makes no representations, warranties, or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
b. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

6. INDEMNIFICATION.
a. AmericaSmiles Duty to Indemnify. AmericaSmiles will indemnify, defend, and hold the Client and its directors, officers, employees, and agents harmless from any and all costs, expenses (including reasonable attorney's fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the AmericaSmiles' technology or the AmericaSmiles' Marks infringes any intellectual property rights of a third party.
b. The Client Duty to Indemnify. The Client will indemnify, defend, and hold AmericaSmiles and its directors, officers, employees, and agents harmless from any and all costs, expenses (including reasonable attorney's fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the Client's technology or the Client's Marks infringes any intellectual property rights of a third party.
c. Indemnification Procedures. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The Indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation, or restriction on the Indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense.

7. CONFIDENTIALITY.
a. Protection of Information. The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions, and/or business relations (collectively, the "Information"). The term "Information" shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information that has become part of the public domain through no fault of a Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives, and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other's information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal processes, or requirement of law, after first giving the Disclosing Party a reasonable opportunity to contest such disclosure requirement.
b. Injunctive Relief. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to see an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
c. Survival. This Section 7 will survive the termination or expiration of this Agreement.

8. LIMITATION OF LIABILITY. THE PARTIES AGREE THAT IN NO EVENT SHALL AmericaSmiles OR the Client BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY (I) BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT, OR (II) BE LIABLE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, THAT EXCEED THE AMOUNTS REQUIRED TO BE PAID BY EITHER PARTY TO THE OTHER HEREUNDER. THE PARTIES FURTHER AGREE THAT FOR AMOUNTS PAYABLE UNDER SECTION 7 (INDEMNIFICATION) OR SECTION 8 (CONFIDENTIALITY) HEREUNDER, EITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUM OF TWO HUNDRED DOLLARS ($245.00). THE FOREGOING NOTWITHSTANDING, AS BETWEEN THE PARTIES AND ANY PARTNER AND/OR VENDOR OF THE RESPECTIVE PARTIES, NOTHING IN THIS AGREEMENT SHALL CONFER ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES OF ANY NATURE FOR ANY REASON BY THE PARTIES AGAINST SUCH PARTNER AND/OR VENDOR USED BY THE PARTIES TO PROVIDE AND/OR SUPPORT THE PARTY'S RESPECTIVE PRODUCTS AND/OR SERVICES.

9. PUBLICITY. All public announcements by one Party which mention the other Party, but specifically excluding announcements that simply mention one Party as a customer or strategic marketer of the other Party, shall be subject to prior review and approval, which shall not be unreasonably withheld or delayed.

10. MISCELLANEOUS.
a. Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
b. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement, or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.
c. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
d. Force Majeure. If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party is unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
e. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
f. Amendments and Severability. No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
g. Assignment. This Agreement shall be binding upon and inure to the benefit of each Party's successors and assigns. Neither Party may assign this Agreement, in whole or in part, without the other Party's prior written consent; provided, however, that the sale of any portion of the assets of either Party or any of its subsidiaries, its acquisition by merger into another company, shall not be deemed an assignment of this Agreement by such Party. Provided further, that the Party to be sold or acquired in accordance with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45) calendar days of the closing. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.
h. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative, or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.
i. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Illinois.
j. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.

APPENDIX A: Party Responsibilities & Payment Terms
United Dental Resources Corporation and the Client have agreed to execute the marketing activities identified below. Each Party shall coordinate its respective marketing activities. All such promoting and marketing costs by a respective Party shall be borne solely by that Party, unless otherwise indicated below.
AmericaSmiles Membership of United Dental Resources Corporation:
• Right to utilize the AmericaSmiles Network Logo in marketing and promotional materials,
• Membership in the American Cosmetic Dental Laboratory Association,
• Discounts on the AmericaSmiles One Voice Marketing Services with Exclusive Dental Marketing Services and Support,
• Discounts on Products, Equipment and Services sold by AmericaSmiles and their partners.
• Basic Website Development and Hosting services
• Dental Lab Profile – Full Listing
• 100 exclusive dentist prospects within your local area, yours to keep as long as you remain a member.
• Commission for sales from AmericaSmiles to your dental clients or prospects.
• Product Warranty support through ACDLA Certified program, and
• AMS CAD/CAM Continuity Protection program.

Marketing Services provided by United Dental Resources Corporation (when purchased):
Develop Co-Branded Direct Mail, Website, Landing Page, and email marketing solutions in a series of campaigns to an exclusive list of 100 or more dentists in proximity to the Client Lab.
Non-Co-branded Market Services are available upon request at an additional charge (See Payment Terms Below).
Definitions:
Co-branded marketing, (also called One Voice Marketing) includes the AmericaSmiles’ logos on the postcard, Landing pages and website. All email marketing routes prospects to an exclusive and dedicated landing page on YourAMSLab.com and/or AmericaSmiles.net. The prospect will be able to access the Client’s website from the landing page, download promotional specials, request more information, and connect to the lab via phone.
Non-Co-branded marketing includes an identical marketing program, but without the ACDLA certificate on any collateral. The AmericaSmiles name will still be on the postcard but only as an indication of ‘distributed by’ and no larger than ½” x ½” in size. All links will send prospects directly to the Client’s website and there will be no landing page on YourAMSLab.com for the Client. Any promotional special coupons will reside on the Client’s website.
Activities of the Client:
• Utilize the AmericaSmiles Network and ACDLA logos on marketing materials in cross-promotional activities and efforts.
• Utilize AmericaSmiles network products and services wherever possible.
Payment Terms:
All Clients must place a credit card on file and agree to these terms prior to the launch of the marketing program. Payments will happen automatically once per month. Monthly Payments shall begin eight (8) weeks after the initial payment, or when all materials are ready to be launched, whichever is sooner.

The Following Prices are effective January 12, 2024

• Marketing Services start-up fee is equivalent to the first month’s Marketing Services fee plus $75.
• AmericaSmiles Membership - $125/mo, $1,500/yr
Marketing Services (for 100 prospects)
• Member – One Voice (Lab focused) marketing - $170/mo, $2,040/yr
• Member – One Voice (AMSEd) marketing - $225/mo, $2,700/yr
• Member – marketing (no co-branding) - $295/mo, $3,540/yr
• Non-Member – marketing (no co-branding) - $345/mo, $4,140/yr
• Membership and One Voice – Lab focused marketing - $295/mo, $3,540/yr
• Membership and AMSEd marketing with trial sales - $350/mo, $4,200/yr
• Additional Prospects - $1.50 each