NEW YORK DENTAL NETWORK, LLC
Participation Agreement for Members

New York Dental Network, LLC has organized a dental plan for members, individuals and group members, to provide access to a quality dental program with reduced rates. (The term "Member", as hereinafter used in this Agreement, shall be deemed to include any eligible family or household members.) Each member has entered into an Agreement with the plan to receive the benefits conferred by membership in the plan.

THIS AGREEMENT is made and entered into by and between the undersigned member, (hereinafter referred to as the "Member"), and NEW YORK DENTAL NETWORK, LLC, (hereinafter referred to as "NYDN"), a New York Limited Liability Company, incorporated under the laws of the State of New York and duly authorized to do business in the State of New York.

1. PURPOSE OF AGREEMENT
The purpose of this agreement is to establish the terms and conditions under which members have access to reduced network rates for dental services provided by participating NYDN dentists as shown on NYDN's website.

2. SCHEDULE OF RATES AND PROCEDURES
NYDN's schedule of dental rates and procedures, as posted on NYDN website, is subject to modification January 1st of each year. The "Regional Fee" is representative of the usual and customary fee (UCR) charged by private practice dentists in the New York City Metro Area contacted by NYDN. Regional Fees shown are not to be construed as median or average dental fees for all dental offices, since NYDN is selective in its process of appointing participating dentists. "Network" fees are the fees actually paid by NYDN members, subject to rate schedule footnotes regarding fee variation and fee ranges. NYDN participating dentists agree to offer MEMBERS the lower of the NYDN network fee or the dentist's usual fee for services rendered.

3. PARTICIPATING PROVIDERS
The list of participating providers may change from time to time. NYDN's objective is to offer MEMBERS access to quality dental care providers at all times.

4. ENROLLMENT AND MEMBERSHIP
Unless other arrangements are made, all MEMBERS, including Group Members, enroll and pay their initial membership fees via the NYDN website. For subsequent membership fees, NYDN can only accept pre-authorized credit card or debit card payments or pre-authorized automated checking account payments, sometimes referred to as (eCheck), per payment modes listed on enrollment page. There are three (3) member categories listed on enrollment page, as follows:

A. Group: All family or household members in which at least one Group Member enrolls, are entitled to Reduced Rate for Group members.
B. Senior: All family or household members in which at least one person Age 62 or older enrolls, are entitled to Reduced rate for seniors.
C. Non-Group/Individual: All family or household members are eligible for coverage, including full-time college students, not living at home.

5. TRIAL PERIOD
MEMBERS have a 45-day trial period to assess the benefits of the network. The membership fee paid minus a $10.00 service charge will be refunded to a member if NYDN is notified within 45 days of MEMBER's enrollment date of MEMBER's desire to cancel. The $10.00 service charge reflects NYDN cost of processing cancellation and refund.

6. INDEPENDENT ORGANIZATION
NYDN is an independent organization that does not practice dentistry. All professional and financial arrangements for dental services are between MEMBER, acting as an individual and NYDN participating dentist, acting as an independent professional. NYDN does not become involved, beyond posting the schedule of dental rates and procedures published on the NYDN website, with professional fees, services, or payment for same. NYDN participating dentists agree to offer MEMBERS the lower of the NYDN network fee or the dentist's usual fee for services rendered.

7. HOLD HARMLESS
MEMBER will indemnify and hold NYDN harmless for any legal action, injury and/or loss, real or perceived arising out of his/her membership in NYDN, including but not limited to the professional services received from NYDN participating dentists.

8. COMMUNICATION
MEMBER authorizes NYDN to communicate periodically with MEMBER via fax, phone, U.S. mail, e-mail or other conventional communication means to perform NYDN administrative functions and to notify member of changes, options or promotional information related strictly to NYDN. Member authorizes NYDN to communicate with participating dentist office regarding membership status verification; dental office will VERIFY member status with NYDN, using member ID. NYDN never collects or distributes confidential member medical information for any reason.

9. ASSIGNMENT
This AGREEMENT is intended to provide reduced rate dental services to the MEMBER and household members, if enrolled in family plan, and cannot be assigned or transferred by MEMBER to anyone.

10. WAIVER
A waiver of any breach of this AGREEMENT or of any of the terms or conditions by either party shall not be deemed a waiver of any repetition of such breach or in any way affect any other terms or conditions. No waiver shall be valid or binding unless it shall be in writing and signed by the parties.

11. NOTICES
All written notices shall be deemed to have been made at the time of posting and shall be sent to the following addresses set forth below.

12. ENTIRE CONTRACT
This AGREEMENT embodies the entire understanding of the parties and may be amended only in writing.

13. SEVERABILITY AND CHOICE OF LAW
If any one or more of the provisions of this AGREEMENT should be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The laws of the State of New York shall govern this AGREEMENT.