Simple Aligners, Inc. D/B/A Smile Affiliate Agreement Terms of Service

This Terms of Service governs your membership in Simple Aligners’ Affiliate Doctor Network ("Agreement"). Simple Aligners, Inc., PO Box 1392, Palm City, FL 34991, a Florida corporation ("Simple") provides marketing and other services and products described in this Agreement to Affiliate member dentist and orthodontiSimple where licensed (“Affiliate”, “You” or “Your”).

Simple provides marketing services to generate qualified prospective clear aligner patients and practice support services to Affiliates. Your execution of the Simple Affiliate Doctor Agreement Summary (“Agreement Summary”) acknowledges your understanding and agreement that the professional dental practices (“Practice”) and additional offices (“Affiliate Offices”) listed on the Agreement Summary are subject to the terms of this Agreement.

You expressly acknowledge and agree that Simple is not authorized or qualified to engage in, nor will Simple's performance hereunder be or considered to be, nor does it constitute engaging in, the practice of dentistry in any state, District of Columbia or any US possession or Territory in which the Affiliate may own and operate a dental practice. Should any portion of this Agreement at any time be determined to be in noncompliance with any existing, revised, or newly enacted laws, regulations or licensing requirements, the parties agree to mutually amend such non-compliant section(s) of this Agreement to resolve such noncompliance issues while retaining the original intent and obligations set forth in this Agreement.

You acknowledge that the foregoing, the mutual covenants and promises in this Agreement, and the executed Agreement Summary, provide sufficient consideration and agree as follows:

1.0 Simple Services and Guaranty.

1. 1.1  Affiliate engages Simple to provide marketing and other services and products as specified in Exhibit A to this Agreement ("Simple Services").
2. 1.2  Affiliate may use all Simple Services upon execution of, and payment of the Affiliate Fee set forth in, the Agreement Summary. You acknowledge and agree that Simple’s referral of Simple AlignersTM patients will begin as soon as Simple determines, in its sole discretion, that sufficient Affiliates exist to fully service patients and support targeted marketing in Affiliate’s geographic Referral Area (“Marketing Start Date”). In the event Simple has already begun Simple AlignersTM marketing in the Referral Area those services will begin immediately.

1.3 Simple will deliver a minimum of $12,000 in

Simple Retainer SolutionTM program
directly from our network during the first year after Marketing Start Date

SolutionsTM Simple and STExpress RetailTM aligners,

Revenue from Simple Services, including but not limited to, revenue from Straight Teeth

, and other Simple products and services set forth in

Exhibit A, as may be amended by Simple in its sole discretion,

for your Referral Area (“Simple Revenue”) . In the event Simple Revenue does not meet or exceed $12,000 during this period and Affiliate is not in breach of this Agreement or its obligations, Simple will provide a prorated credit for the difference towards your following year’s annual membership fee. Affiliate acknowledges that NO refunds are provided.

2.0 Affiliate’s obligations. Affiliate agrees that in order to qualify as a licensed Affiliate and continue to receive patient referrals from Simple:

1. 2.1  Affiliate must have an Intraoral Scanner in every approved office and agrees to provide an initial and final Stereolithography (STL) scan for each patient.
2. 2.2  Affiliate must schedule the appointment for initial patient office visit within 14 calendar days of initial referral of patient by Simple. To ensure patient satisfaction, Affiliate warrants that it will provide timely services to all patients, ensure all new patients are scheduled and scanned within 14 days of referral date unless the patient requires further dental service to ensure an accurate scan or treatment plan. If additional dental treatment is required, then the 14-day period to complete the scan shall toll and start from completion of the

required treatment. Affiliate will notify Simple and update case manager or application of required treatment and estimated time of completion and promptly schedule scan within 14 days of completion of treatment.

3. 2.3  Affiliate agrees to use virtual pre-screening to the extent permitted under applicable state laws and regulations, if unable to offer an initial appointment due to then existing pandemic restrictions to reduce ‘no-show’ appointments and ensure patient safety and satisfaction.
4. 2.4  Affiliate agrees that within 3 business days of completion of any patient scan, it will send Simple clear and usable scans of each patient’s upper and lower arches by uploading the scans to Simple’ case manager or application. Affiliate acknowledges and agrees that it will not send, and Simple will not accept dental impressions under any circumstances.
5. 2.5  Upon receipt of proposed treatment plan from Simple and manufacturer, Affiliate will evaluate and approve plan, or notify Simple of any recommended changes or concerns within 3 business days of receipt of the proposed treatment plan.
6. 2.6  Affiliate will schedule an appointment for fitting and delivery of aligners for patient within 3 business days of receipt of the aligners.
7. 2.7  In the event Affiliate cannot satisfy any scheduling requirements under this Section 2, Simple reserves the right in its sole discretion to add additional Affiliate(s) to ensure timely patient appointments and treatment. The obligations and responsibilities of each Affiliate in a will remain unchanged under this Agreement.
8. 2.8  All Doctors operating at Affiliate offices will be knowledgeable about appropriate use of clear aligners as evidenced by successful treatment through use of clear aligners.
9. 2.9  Affiliate will maintain an appealing office and reception area with current and appealing décor.

2.10 Affiliate must have welcoming and customer service focused receptionist and staff to provide state of the art patient care.

2.11 Affiliate will provide required documents and assist patients with insurance reimbursement claims, as applicable.

2.12 Affiliate must retain positive online reviews, including but not limited to, Yelp, Google My Business, Healthgrades, Zocdoc, Dentistry.com, CareDash, Rivews, etc., with a rating equivalent to 4 stars or higher on a scale of 1-5.

2.13 Affiliate agrees to follow recommended manufacturer patient wear time per aligner of ten to fifteen days based on Affiliate’s recommendation.

2.14 Affiliate agrees to provide a final STL scan of patient upon completion of treatment to ensure production of accurate retainers for patient, upload final STL scan to Simple’s case manager platform or application, and verify scan was taken after treatment.

3.0 Annual Affiliate Network Fee

3.1.1 In consideration of the Simple Services and the other obligations of Simple provided hereunder, Affiliate shall pay Simple an initial annual fee as set forth in the Agreement Summary for each Affiliate Office ("Affiliate Fee") from one year from the Marketing Start Date. The Annual Fee is a per Affiliate Office fee and applies to each qualifying Affiliate Office that Affiliate elects for referrals.

3.1.2 The Annual fee set forth in the Agreement Summary is due within 3 business days of execution of the Agreement Summary. Simple is not obligated to undertake any actions or efforts until payment in full of the Affiliate Fee.

3.1.3 Affiliate understands that regardless of when Affiliate accepts the offer, enters this Agreement, or pays the initial Annual Fee, the Marketing Start Date for Simple AlignersTM and referrals in their Referral area may vary. Simple will begin referrals for Simple AlignersTM, if available, upon execution of this Agreement but is under no obligation to provide referrals prior to the Marketing Start Date. Notwithstanding the foregoing, Affiliate is immediately eligible to participate in all other Simple Services, including STExpress RetailTM, Simple Retainer SolutionTM program and all revenues resulting from referrals provided by Simple prior to

Marketing Start Date, as well as revenues generated from other Simple Services shall count towards Simple’s guarantee commitment and guaranteed minimum revenue under section 1.3.

3.1.4 Affiliate acknowledges and agrees that the Annual Fee described in this Section 3.0 is due every year, on or before the anniversary date of Effective Date of this Agreement for so long as Affiliate is a member of the Simple network. Simple will issue an invoice for the Annual Fee 90 days prior to expiration of the then current year membership. Simple reserves the right to adjust the Annual fee and will provide notice of any increase in the Annual Fee invoice. The failure to pay the Annual Fee when due will result in immediate termination of this Agreement and any referrals from Simple.

3.1.5 Simple offers a $250 credit towards Affiliate’s next Annual fee for each new paid Dentist or Practice referred by Affiliate that joins the network and becomes a fully paid Affiliate in good standing prior to Affiliate’s next Annual Fee due date.

3.1.6 Affiliate agrees that the Annual Fee is not refundable for any reason, except as a credit as specified in Section 1.13 above.

4.0 Affiliate Payout. Simple agrees to pay the Affiliate a Doctor’s Fee for each clear aligner program purchased by a patient referred to Affiliate by Simple as follows:

4.1 Simple shall make the payments to Affiliate as set forth in Exhibit B Treatment Plans and Doctor’s Fees, which may be amended from time to time in Simple’s sole discretion. Simple will send advance notice of changes to Exhibit B.

4.2 Simple will make payment of eighty percent (80%) of the Doctor Payout within 15 business days after aligners are delivered to patient by Affiliate. The remaining twenty percent (20%) of the Doctor Payout will be paid upon satisfactory completion of each patient case and upload of all Simple required patient case completion materials to Simple case manager or application.

5.0 Affiliate Representations, Warranties and Agreements.

1. 5.1  Notwithstanding any authority granted to Simple pursuant to this Agreement, it is expressly acknowledged and agreed by the parties that Affiliate shall remain solely responsible for the management and operation of Affiliate’s business and practice, including compliance with all licensing and regulatory requirements, including but not limited to HIPAA. The parties expressly agree that their conduct during the term of this Agreement (including with respect to Affiliate, conduct related to both clinical and non-clinical matters) will comply with any laws or regulations governing the practice of dentistry in the state(s) where the Affiliate is located.
2. 5.2  Affiliate agrees to cooperate with Simple in its performance of this Agreement, and understands, acknowledges, and agrees that Simple's ability to perform this Agreement is dependent on Affiliate's cooperation.
3. 5.3  Affiliate represents, warrants, and agrees that all orthodontic and dental practices owned by Affiliate now or in the future in the Referral Area are subject to the terms and conditions of this Agreement.
4. 5.4  Affiliate acknowledges and agrees that prompt responsiveness to all patients is critical to maintain Simple’ and Affiliate’s reputation and positive patient reviews and ratings. Affiliate will use its best efforts to meet all deadlines set forth in this Agreement and acknowledges that repeated delays beyond all such deadlines shall constitute a breach of this Agreement. Affiliate agrees that if Simple determines in its sole discretion that Affiliate or its Doctors are receiving excessive negative reviews or patient complaints related to Affiliate’s services, whether online or direct, it may cancel this Agreement with 90 days written notice.
5. 5.5  Affiliate acknowledges and agrees that this Agreement is linked to the respective offices listed in the Agreement Summary. In the event, Affiliate sells an office or the practice, this Agreement shall terminate. Affiliate will inform any Purchaser that they must enter into a new Affiliate Agreement with Simple to continue receiving referrals and use Simple Services. Affiliate agrees to coordinate with Purchaser and Simple to make appropriate arrangements to ensure satisfactory completion of treatment for all Simple referred patients, in compliance with all laws, regulations and Affiliate’s ethical obligations.

6.0 Confidential Information, Non-Disclosure, Non-Compete, and Non-Disparagement.

6.1 For the purposes of this Agreement, "Confidential Information" means all confidential and proprietary business information and materials of or relating to that party or any affiliate or subsidiary thereof, in whatever medium such information and materials are maintained. For purposes of this Agreement, the party disclosing confidential information is referred to as the "Disclosing Party" and the party receiving confidential information hereunder is referred to as the "Recipient." Each party acknowledges and agrees that all Confidential Information Disclosing Party provides to Recipient pursuant to this Agreement shall be considered the property of the Disclosing Party.

6.2 Recipient agrees that information disclosed by Discloser to Recipient regarding Confidential Information, however, does not include information that:

6.2.1 is now or subsequently becomes generally available to the public through no fault or breach on the part of Recipient; 6.2.2 Recipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by Discloser;
6.2.3 is independently developed by Recipient without the use of any Confidential Information, or
6.2.4 Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

6.3 Use of Confidential Information. The parties agree that, unless specifically authorized in writing by the other, it will: 6.3.1 use such Confidential Information solely for the purpose of performing its obligations under its Agreement;

6.3.2 promptly return to Discloser, upon its request, any and all tangible material concerning Confidential Information, including all copies and notes, whether such material was made or compiled by Recipient or furnished by the Discloser, and

6.3.3 diligently take reasonable precautions to protect Confidential Information from disclosure.

6.4 Ownership of Confidential Information. The parties agree that all Confidential Information, and any Derivatives thereof whether created by Discloser or Recipient shall remain the property of Discloser and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this agreement, "Derivatives" shall mean:

6.4.1 for copyrightable or copyrighted material, any translation, abridgement, revision, or other form in which an existing work may be recast, transformed, or adapted;

6.4.2 for patentable or patented material, any improvement thereon; and

6.4.3 for material, which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

6.5 Affiliate further agrees that all advertisements, publications, and other items created and furnished by Simple for the benefit of the Affiliate (including all ideas, photography, dialogue, artistic content, and intellectual property contained therein) remain the property of Simple, shall constitute Proprietary Information within the meaning of this Section 6, and shall not be duplicated in any manner unless specific permission has been given by Simple, and upon expiration, termination or non-renewal of this Agreement for any reason shall be returned to Simple within 5 business days of termination or non-renewal.

6.6 Non-Disclosure and Non-Compete.

6.6.1 Recipient will not disclose, publish, or disseminate Confidential Information to anyone other than those of its employees with a need to know, and Recipient agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Recipient agrees to accept Confidential Information for the sole purpose of performing its obligations under this Agreement. Recipient agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of Discloser in each instance.

6.6.2 Each party further agrees that it shall not, directly or indirectly, disclose, exploit, rent, sell or utilize any Proprietary Information of the other party other than as required and used exclusively to fulfill its obligations under this Agreement, unless otherwise required by law, regulation, valid court order or unless expressly authorized herein or in advance by such other party in writing.

6.6.3 Each party agrees all aspects of the terms, conditions and provisions of this Agreement shall remain strictly confidential and shall not be revealed to any person or entity or published in any manner; provided, however, that, if any party is compelled by process of law to disclose such information, such party will promptly notify the other party in order to permit such other party to seek a protective order or take other appropriate action with respect to such disclosure, and such party will reasonably cooperate in such other party's efforts to obtain such protective order or other reasonable assurance that confidential treatment will be afforded to such information, and if such protective order is not obtained, such party may disclose to the party or authority compelling such disclosure only such part of the information as is required to be disclosed. Notwithstanding the foregoing, if done in good faith, each of the parties may disclose the terms of this Agreement in confidence to its attorneys, accountants, officers, employees, bankers, insurers, representatives and business partner(s), who shall be subject to the same duty of confidentiality as if they were a party hereto. In addition, the parties may disclose the terms of this Agreement to the extent required to comply with any applicable law, including, but not limited to, federal and state securities and tax laws. Each party agrees that failure to abide by this confidentiality provision will constitute a material breach of this Agreement.

6.7 Non-Disparagement. Affiliate agrees that it will not criticize, make any negative comment about, or otherwise disparage Simple or those associated with it, orally or in writing, directly or by implication, to any person, including Simple’s existing and future or prospective customers or agents. Affiliate further agrees not to provide testimony as an expert or paid witness on behalf of a party adverse to Company.

6.8 Survival of provisions. The parties acknowledge and agree that the provisions of this Section 6, shall be binding beginning on the Effective Date, without regard to actual Marketing Start Date, and shall continue after termination of this Agreement.

7.0 TERM AND TERMINATION

7.1 Effective Date and Term. This Agreement shall be deemed effective as of the date of signing the Agreement Summary (“Effective Date”) and shall continue in full force and effect unless otherwise terminated pursuant to this Agreement for one (1) year from the latter of the Effective Date or Marketing Start Date. At the end of the initial term, this Agreement shall be automatically renewed for successive terms of one (1) year each at the then applicable annual Affiliate Network Fee unless either party shall have given prior written notice to the other not less than ninety (90) days prior to the expiration of the then-current term that such party is terminating this Agreement as of the expiration of the term.

7.2 Termination for Cause. If either party is in material breach of this Agreement or, in the case of the Affiliate, in breach of any other obligation to Simple, including but not limited to any other agreement between the parties, the non-breaching party shall give written notice by way of either certified mail or overnight delivery via USPS, FedEx, or UPS, or via email of the specific basis for the alleged breach to the breaching party and shall provide twenty (20) business days from the date delivered to cure or remedy the breach (the "Curative Period"). If the breaching party fails to cure such breach by the end of the Curative Period, the non-breaching party shall notify the breaching party thereof in writing via either certified mail or FedEx, DHL or UPS, or email and the Agreement shall, upon the election of the non-breaching party, terminate immediately upon delivery thereof.

7.3 Termination without Cause. Either party may terminate this Agreement at any time without Cause by providing 20 business days written notice by certified mail, overnight delivery via USPS, FedEx, UPS, or via email. Affiliate acknowledges that there is no refund of any Annual Fee paid in the event of cancellation for any reason.

7.4 Events to Occur upon Termination.

7.4.1 If this Agreement expires or terminates for any reason, the following shall apply: (i) Affiliate shall promptly return to Simple or allow Simple to retrieve all Proprietary Information of Simple (as described and contained in Section 6.1 above then in its possession or control

including, but not limited to display kiosk and other marketing materials provided by Simple. Affiliate will immediately cease prescribing any treatments involving Simple aligners or products. As a result of termination of the Agreement, Affiliate's access to utilize any Simple licensed or sublicensed software, websites, web portals, platforms or other services shall cease immediately.

7.4.2 Simple shall promptly return to Affiliate all Proprietary Information of Affiliate (as described in Section 6.1 above) then in its possession or control;

7.4.3 The parties shall promptly settle any obligations owed between them, including Affiliate's payment to Simple of any Affiliate Fees owed to Simple for Simple Services provided prior to termination or Simple’s payment to Affiliate of any outstanding fees due for aligners sold and delivered prior to termination under this Agreement. Affiliate will cooperate with Simple to ensure timely transfer of any aligner patients to another Simple affiliate only for aligner case completion. Termination will not affect non-Simple aligner Affiliate – Patient relationship. The parties expressly agree that the obligations of this Section 7.4 shall survive the termination or expiration of this Agreement.

8.0 DisputeResolution,MediationandArbitration.AlldisputesarisingoutofthetermsofthisAgreementshallberesolvedinaccordancewith the procedures set forth in this Section 8.0. In the event of a material dispute arising out of the terms of this Agreement, including but not limited to a dispute concerning whether an alleged material breach of the Agreement occurred or was cured, either party shall submit a written notice to the other party setting forth the basis for the dispute, requesting a meeting with the other party to discuss a resolution of the dispute. Within 10 business days following the date that such notice is given, if the dispute has not been resolved to the mutual satisfaction of the parties, then the parties shall meet either in person or via conference call in a good faith effort to resolve such dispute. If the dispute is not resolved as a result of such meeting, then within 30 days following the date of such meeting, unless the parties have mutually agreed to another course of action to resolve such dispute, the dispute shall be submitted to nonbinding mediation in Palm City, Florida, administered by the American Arbitration Association under its Commercial Mediation rules then in effect at the time any mediation commences, before resorting to arbitration. Each party will share equally in the coSimple of the mediation, provided that any attorneys' fees and expenses incurred by either party in connection with such mediation shall be borne by the respective party. If the dispute is not resolved by good faith mediation, the dispute shall then be submitted to final, binding arbitration in Palm City, Florida, pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect at the time any arbitration proceeding commences, each party sharing equally the coSimple of the arbitration. Any decision or award as a result of any such arbitration proceeding shall be in writing, shall provide an explanation for all conclusions of law and fact, and shall include the assessment of coSimple, expenses, and reasonable attorney fees. An award of arbitration may be confirmed in a court in Florida or in the State where the Affiliate or its Practice is located.

9.0 MISCELLANEOUS TERMS

9.1 HIPAA Compliance. Each party shall comply with the applicable requirements of the Health Insurance Portability and Accountability Act of 1966 and the rules and regulations issued pursuant thereto ("HIPAA"). Affiliate remains primarily responsible for all patient records and HIPAA compliance, and shall obtain a signed HIPAA release from each patient authorizing disclosure and release to Simple and its manufacturer of records required for aligner manufacture and treatment anticipated to include scans of the patient’s mouth and teeth, necessary photographs, prescription for the aligners, and bite registration. All other patient records are maintained by Affiliate pursuant to its doctor-patient relationship, and as required by HIPAA and any relevant law or regulation.

9.2 Professional Liability Insurance. At all times during the term of this Agreement, Affiliate shall maintain comprehensive professional liability insurance with annual policy limits of not less than $1,000,000 per claim and $3,000,000 in the aggregate for the Affiliate and each dentist employed or contracted by the Affiliate. Affiliate shall be responsible for all such liabilities in excess of the limits of such policies. Premiums and deductibles with respect to such policies shall be borne by Affiliate. Affiliate shall use best efforts to have Simple named as an additional insured on professional liability insurance policies and provide proof thereof to Simple upon request by Simple and at least once per year on renewal of this Agreement.

9.3 Simple acknowledges that it will have no ownership interest in any amounts owed by Patients to the Affiliate.

9.4 Affiliate acknowledges that Simple is only responsible for the marketing, sale and delivery of aligners and accessories. Simple does not manufacture the aligners or accessories and shall bear no liability for bodily injury or other damages caused by the failure of the Products to perform or mishandling or improper use or storage of aligners and accessories by Affiliate, its Doctors or Patients.

9.5 TO THE EXTENT PERMITTED UNDER LAW Simple Aligners, INC. SHALL NOT BE LIABLE TO AFFILIATE OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF OPPORTUNITIES, REPUTATION, GOOD WILL, PROFITS OR REVENUES, RELATED TO AFFILIATE’S USE OF ANY OF OUR ALIGNERS OR ACCESSORIES.

9.6 IN NO EVENT SHALL THE LIABILITY OF Simple Aligners, INC. AND ITS AFFILIATES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS GREATER THAN THE PURCHASE PRICE PAID FOR THE APPLICABLE ALIGNERS OR ACCESSORIES. THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE BASIS OF THE BARGAIN BETWEEN AFFILIATE AND Simple Aligners, INC. AND SHALL APPLY TO ALL CLAIMS OF LIABILITY INCLUDING BUT NOT LIMITED TO WARRANTY, TORT, NEGLIGENCE, CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILTY EVEN IF Simple Aligners, INC. OR ITS AFFILIATES HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, SUCH DAMAGES ARE FORESEEABLE AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. If applicable law limits the application of this exclusion of liability, Affiliate agrees that Simple’ liability is limited to the maximum extent permissible. For the avoidance of doubt, Simple’ liability limits and other rights set forth in this Agreement apply equally to our affiliates, licensors, suppliers, agents, directors, officers, employees, and other representatives.

9.7 Affiliateshallrelease,defend,indemnify,andholdharmlessSimpleanditsofficers,directors,shareholders,parents,subsidiaries,agents, successors, and assigns against any claims, demands, actions, causes of action, coSimple, liabilities, losses, harm and damages of any kind (including attorneys' fees), regardless of the theory of liability, incurred by or threatened against Simple Aligners, Inc. in connection with any use by Affiliate, Doctors or Patients of the aligners and accessories or services supplied, the extension of any warranties beyond those provided herein, or any other acts or omissions by Affiliate related to the sale or distribution of the aligners or accessories or services provided by Simple. Indemnified Claims include, without limitation, claims arising out of or related to negligence by Simple Aligners, Inc. and its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns. Affiliate’s obligations to indemnify include retention and payment of attorneys and payment of court coSimple, as well as settlement at Affiliate’s expense and payment of any judgments. Affiliate acknowledges and agrees that Simple retains the right to reject any settlement or compromise that requires Simple admit wrongdoing or liability or subject’s Simple to any ongoing affirmative obligations.

9.8 Warranty Disclaimers. Aligners and accessories are manufactured by an unrelated manufacturer based on scans and specific information provided by Affiliate. Affiliate acknowledges and agrees that Simple is a reseller of these items and does not warrant or guaranty the aligners or accessories other than specifically provided in Schedule C. Affiliate agrees to make any claims regarding aligners and accessories directly to the manufacturer. Affiliate must provide written notice of any defects or nonconformity to Simple no later than five (5) business days after delivery.

9.9 Affiliate acknowledges and agrees that under no circumstances shall it hold Simple responsible or otherwise liable based on any theory of liability for any negative review of Affiliate or its Doctors on any dental, doctor, or rating service or website, including but not limited to, Yelp, Google My Business, Healthgrades, Zocdoc, Dentistry.com, CareDash, Rivews, etc.

9.10 Affiliate acknowledges that aligners and accessories are manufactured and shipped by an unrelated third-party manufacturer and any delays in shipment or supply are beyond Simple’s control. Therefore, Affiliate agrees that Simple shall not be liable for any delays in manufacture or shipment of aligners or accessories to Affiliate or Patient.

9.11 Affiliate’s damages for any breach of this Agreement are limited to a prorated refund of Annual Fee calculated based on the date of breach through expiration of the then remaining annual membership period.

9.12 In performing their respective duties under this Agreement Simple and Affiliate shall act and perform as independent contractors, and the parties do not intend to create, nor shall they be deemed to have created any partnership, joint venture, agency, or employment relationship. Neither Affiliate nor anyone employed by Affiliate will have any claim under this Agreement or otherwise against Simple for vacation pay, sick leave, unemployment insurance, worker's compensation, disability benefits, retirement, or employee benefits of any kind.

9.13 Simple shall have the right to assign its rights and delegate all or part of its obligations under this Agreement to any person or entity, including but not limited to any successor in interest, subsidiary, or merged entity. Subject to this section, this Agreement shall be binding upon the parties and their successors and permitted assigns.

9.14 Other than the Agreement Summary, there are no other agreements or understandings between the parties regarding the subject matter of this Agreement and its Exhibits. Except for the Agreement Summary, this Agreement supersedes all previous contracts, letters of intent, understandings and agreements between the parties respecting the subject matter of this Agreement. No oral statements or prior written material not specifically incorporated shall have any force and effect. Except as expressly stated, this Agreement shall not be modified or amended unless by a written document executed by all parties to this Agreement. The Exhibits attached hereto are hereby incorporated into this Agreement wherever reference is made to them to the same extent as if they were set out in full at the point at which such reference is made. Notwithstanding anything to contrary, Affiliate understands and agrees that Simple may update, expand, or change the offered services at any time, in its sole discretion, by providing Affiliate with notice of Amended Exhibit A or Amended Exhibit B (“Amendment Notice Date”). Amended Exhibits shall be deemed accepted and become effective 30 days after Amendment Notice Date (the “Amendment Effective Date”) unless Affiliate provides Simple written notice of rejection within 20 days receipt of Amendment Notice Date, which shall be deemed a notice of termination under Section 7.3 of this Agreement. In such event, this Agreement will terminate 20 days after receipt of Affiliate’s notice of rejection, and the original provisions shall continue to apply during the 20-day period. If Affiliate does not provide written notice of rejection within 20 days after Amendment Notice Date, the terms of the Amended Exhibits will become effective as of the Amendment Effective Date. Affiliate’s continued use of the Simple services following the Amendment Effective Date shall confirm Affiliate’s consent thereto.

9.15 All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (i) delivered by hand, (ii) the first to occur of actual receipt by the addressee or 72 hours after being placed in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or (iii) when received by the addressee, if sent by a nationally recognized overnight delivery service, prepaid, addressed to the party first indicated above, or to such other addresses as a party may designate by written notice to the other party.

9.16 Any waiver of any terms and conditions hereof must be in writing and signed by the parties. The waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms and conditions hereof.

9.17 NoremedysetforthinthisAgreementorotherwiseconferreduponorreservedtoapartyshallbeconsideredexclusiveofanyother remedy available to the party, but the same shall be distinct, separate and cumulative and may be exercised from time to time as often as occasion may arise or as may be deemed expedient, plus the amount of reasonable attorney's fees and other coSimple associated with remedying such breach of this Agreement.

9.18 The validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

9.19 No delay, failure, or default will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, pandemics or epidemics, calamities and other acts of God or nature, strikes, lock-outs, or other labor disputes, riots or acts of civil disorder, embargoes, imposition of martial law, quarantine or similar government action, unavailability of supplies or other causes beyond the performing party’s reasonable control for so long as such events continue and for a reasonable period of time thereafter.

9.20 The parties shall comply with all applicable federal, state, and local laws and regulations in the conduct of their obligations under this Agreement. Affiliate hereby represents that this Agreement is legal and enforceable under the laws of each state in which the Affiliate practices dentistry, including, without limitation, the dental licensing laws, and regulations of each state.

9.21 The provisions of this Agreement shall be deemed severable, and, if any portion shall be held invalid, illegal, or unenforceable for any reason, either the provision shall be lawfully reformed to comply with the parties' intent or the provision shall be severed. Regardless whether the provision is reformed or severed, the remainder of this Agreement shall be effective and binding upon the parties.

9.22 The parties agree to execute any document or documents that may be reasonably requested from time to time by another party to implement or complete such party's obligations pursuant to this Agreement.

9.23 Intheeventanystateorfederallawsorregulations,nowexistingorenactedorpromulgatedaftertheEffectiveDate,areinterpreted by judicial decision, a regulatory agency or legal counsel for both Simple and Affiliate in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations, the parties shall amend this Agreement as necessary so as to result in an agreement that is in compliance with such laws or regulations. To the maximum extent possible, any such amendment shall preserve the underlying economic and financial arrangements between the parties.

9.24 The language in all parts of this Agreement shall be construed, in all cases, according to its plain meaning, except where the context of this Agreement expressly indicates otherwise, and the parties acknowledge that each party and its counsel have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. The Article and Section headings used herein are for reference only and shall not limit or control the meaning or interpretation of any provision hereof.

9.25 Affiliate’sexecutionoftheSimpleAffiliateDoctorAgreementSummaryacknowledgesthatAffiliatehadtheopportunitytoreviewthese Terms of Service prior to, and at an time after execution. Affiliate specifically agrees that these Terms of Service together with the Simple Affiliate Doctor Agreement Summary for a binding Agreement between Affiliate and Simple.

The following Exhibits are an integral part of this this Agreement and Affiliate acknowledges and agrees that they are incorporated and made a part this Agreement.

Exhibit A: Simple Aligners’ Services
Exhibit B: Treatment Plans, CoSimple and Affiliate Share

Exhibit A
Simple Aligners’ Services (Effective as of March 1, 2021)

Simple designs and implements marketing campaigns intended to provide Affiliate with prequalified patients for prescription clear aligners and accessories. This Exhibit A sets forth the list of current Simple Services provided under this Affiliate Agreement, which may be updated from time to time in accordance with the Agreement. Current Simple Services:

• Marketing and promotion for Simple AlignersTM Simple direct to consumer clear aligners provided through licensed Affiliates. Marketing plan, mix and media determined by Simple for national and Referral Areas for the sole purpose of referring pre-qualified patients to Affiliate, see below.
• An Affiliate Portal to submit cases, review, evaluate and approve treatment plans, and monitor progress of each patient’s case.
• STExpressTM Retail. Simple coordinates the manufacture and delivery of STExpressTM clear aligners directly to Affiliate’s office for direct delivery to patient within 20 business days after treatment plan approval.
• Arrange financing through third-party lenders as necessary to provide referral patients prequalified for services.
• Payment directly to Affiliate as set forth in Section 4.0 of this Agreement for all clear aligners provided to Affiliate’s patients generated by Simple’s efforts under this Agreement.
• Customer service to all patients regarding Simple Aligners SimpleTM and STExpressTM aligners and accessories.
• Promptly deliver aligners to Affiliate after the treatment plan is approved, with initial estimated time to delivery of two weeks.
• Provide Affiliate support through trained provider support representatives to ensure excellent customer service and assist with patient, aligner, or other issues. Subject to Section 2.9 of this Agreement, Simple and its representatives will assist Affiliate in addressing any negative reviews or patient complaints.
• Retainer SolutionTM program available to any of Affiliate’s patients, including non-Simple Aligners patients. The Retainer SolutionTM program includes one initial set of retainers to verify the fit which is sent to Affiliate’s office, plus 5 additional upper and lower retainers mailed directly to patient.
• Simple has partnered with Ally Finance to offer favorable group terms to Affiliates for financing options available for any dental procedures Affiliates provide patients in addition to STExpressTM, Simple AlignersTM and Retainer SolutionTM products. Simple Marketing Services Simple will provide one or more of the following services, based on its sole discretion, in each Referral Area. Not all services will be available in all Referral Areas. The exact mix of services will vary depending on a variety of factors, including but not limited to, population, demographics, physical or zoning limitations, and Simple’s determination of potential ROI for each service. Potential services include:

• Social Media Advertising/PPC
• Search Engine Advertising/PPC
• Content Marketing
• Email Marketing
• Outdoor Advertising
• Radio & TV Advertising
• Direct Mail

Schedule B
Simple Aligners SimpleTM Retail Treatment Plans, CoSimple and Affiliate Payout

Simple will provide the following treatment plans and services for Affiliate to offer Simple Simple patients, which may be amended from time to time by Simple in its sole discretion. Simple AlignersTM Initial Pricing:

Mild Solution – Up to 16 Aligners, plus one free upper and lower retainer - $1,895.00 Moderate Solution – 17 to 26 Aligners, plus one free upper and lower retainer - $2,550.00

Complex Solution – 27 to 44 Aligners, plus unlimited revisions and 1 set of retainers at final appointment, followed by 5 upper and lower retainers one month after final appointment available to be sent directly to patient - $3,950.00

Simple Simple RetainersTM- $100 first set, then $59 per set every three months: $236.00 annually

Simple Simple Night GuardTM - $100 for first night guard, then $30 per month: $430 annually. Simple shall pay to Affiliates the following Doctor payouts based on initial Case Fee offerings to patients. Simple reserves the right to update this payout schedule based on changes in manufacturer charges or other coSimple the effect the final price to patient.

Initial Case Payout Schedule, all payments subject to provisions of Section 4.0 of this Affiliate Agreement regarding 80% initial payout and 20% holdback.

For each Mild Solution, Simple will pay Affiliate $800.00.
For each Moderate Solution, Simple will pay Affiliate $1,200.00.
For each Complex Solution, Simple will pay Affiliate $2,000.00.
For each Simple Retainer set initially submitted: $100 if scan is not covered by patient’s insurance. For each Simple Night Guard initially submitted: $100.00 if scan is not covered by patient’s insurance.

Simple will handle the payment and financing as needed for all patient Treatment Plans as they relate to clear aligners and accessories covered under this Agreement.

• Simple will confirm patient’s ability to pay for Simple’s Treatment Plans or qualify patient for financing through third-party financing options.
• Simple handles billing and collection from Patient for all aligners and accessories under the Treatment Plans.
• Affiliate agrees to collect or update payment information in Simple portal to facilitate payment when necessary.
• Simple shall remit payment to Affiliate by ACH or bank draft, as set forth in this Agreement.
• Affiliate retains full rights and responsibilities for billing and collection of all professional fees not related to the Treatment Plans. STExpressTM Retail - Affiliate CoSimple: Precise - $85 per treatment plan, $30 per aligner. Retainers are $30.00 per retainer or $60.00 per set, plus $15.00 shipping. Revision treatment plans are no charge and revision aligners cost $30.00 per aligner. STExpress CompleteTM - Unlimited aligners, plus unlimited revisions and 1 set of retainers at final appointment (debonding), followed by 5 upper and lower retainers sent directly to patient one month later - $1,249.

Made in the US with state-of-the-art materials. We stand behind the quality of our aligners and retainers and referred patient satisfaction. We use the latest technology, including AI, and Highest performing Zendura FLX multi-layer aligner material to promptly manufacture custom aligners and retainers for your patients. Our semi scalloped edges and higher performing materials allow us to adjust the speed of movement to fit you and the patient’s goals. We work with all referred patients to ensure they are satisfied with our aligners and their treatment plans and outcome. We will replace any aligners that break or crack during normal wear and tear, or patient misuse. Patients may be responsible for coSimple of additional aligners.

Consent for Electronic Communications When you visit our websites, use our app or Services, or send us emails, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. We may communicate with you by email or posting notices on our websites. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement for written notices or communications.