- Parties and Definitions: The provider (“Provider”) is defined as the person or entity providing dental services (“Services”) or the dental service organization (“DSO”) providing dental practice management services to a provider of Services at a facility of the DSO (“Facility”). Patient (“Patient”) is the person receiving Services offered by a Provider at a Facility. denefits® Corp. (“denefits®”) will provide a financing plan (“Financing”) to help Providers offer Services to their Patients. Also denefits® system lets the providers create private dental plans of their choice, the name and cost of dental plans and the percentage covered can be decided by providers.
- Agreement: The purpose of this (“Agreement”) is to memorialize the terms under which denefits® will facilitate through the denefits® system, Financing for Providers’ Services for Patients and managing private dental plans that providers create themselves.
- Assignability: This Agreement and the Financing are NOT assignable by Provider without express written permission from denefits®, except, however, if there is a Change of Control in Provider, this Agreement will be assigned to its successor or assignee. If there is Change of Control of denefits®, this Agreement and the Financing will be assigned to the assignee/purchaser. “Change of Control” means (a) a sale of all or substantially all of the denefits®’ or Provider’s (as the case may be) respective asset interests, (b) a merger, consolidation or other capital reorganization or business combination transaction of denefits® or Provider (as the case may be) with or into another corporation, limited liability company or other entity. A change in the ownership of stock or other equity interest in denefits® or Provider shall not be deemed a Change of Control for purposes of this Agreement.
- denefits® Usage Fee: In exchange for the software as a service and facilitation, denefits® will receive 5% of each payment made by Patients for Services at a Facility. This Financing Discount will be deducted from the amount due to Providers from Down Payment and from each month’s payment due to Provider according to the Specific Financing Terms for Patients. Similarly, denefits® will receive 5% of each payment made by Patients for their dental plans.
- Specific Financing Terms for Patients: The Financing for each Patient will vary depending on the amount financed and the terms of repayment as specified by Provider. Provider, denefits®, and Patient must all approve each Patient’s Financing in writing for the payment plan.
- Payments: On or before the 7th day of each month, denefits® will pay Provider by sending a bulk ACH credit for all payments due to Provider that month. If the 7th day of the month falls on a weekend or holiday, the account will be credited the business day following the normal pay date. Provider further agrees to provide updated or replacement account information to denefits® in the event of closure of the account. If a payment fails, a paper check will be mailed within 10 business days to the Provider’s above-listed address and a Provider Check Processing Fee will be charged as specified in Schedule A.
Payment Security: We are using “Stripe” as our payment gateway partner. Anyone involved with the processing, transmission, or storage of credit card data must comply with the Payment Card Industry Data Security Standards (PCI DSS). Stripe makes this easy and we are able to set up a fully PCI-compliant integration by taking the following steps:
- Serving our payment pages securely using Transport Layer Security (TLS) so that they make use of HTTPS
- Use Checkout, Elements, Stripe.js, or our mobile libraries to accept payment information, which is securely transmitted directly to Stripe’s servers without it passing through our servers.
Guaranteed Payment: There is no risk to you because we cover you for uncertainties. No matter what happens to the patient’s payments, we keep sending notices to your patients and prepare them for collection, we guarantee to pay you – on time.
- Guaranteed payments consist of only the principal balance. No interest is paid with the guaranteed payments which doctor charges to patient
- Paper Checks: Provider may request any payment via paper check. A Provider Check Processing Fee as specified in Schedule A will be charged per request.
- Patient Refund or Cancellation: Patient accounts can only be cancelled by the Provider. If Provider terminates a Patient account: i. on the same day as Patient enrollment, then there shall not be any charges levied (i.e. neither Down Payment nor Patient Enrollment Fee will be charged by denefits®); ii. before the 7th of month following Patient’s enrollment, then Down Payment will be refunded directly to Patient by denefits® but Patient Enrollment Fee shall not be refunded; and iii. on or after the 7th of month following Patient’s enrollment then Provider shall be required to refund to Patient any amount of the Guarantee Provider has received from denefits® on such Patient’s account, and denefits® shall refund to Patient any other Guaranteed amount not yet paid to Provider; and denefits®’s Patient Enrollment Fee, Transaction Fees, and the Financing Discount will be non-refundable.
- Patient Account Ownership: denefits® agrees not to sell Patient debt associated with the Provider. The patient debt will be controlled solely by denefits®, unless Provider requests a Patient account cancellation and/or a Patient account balance change as outlined in Sections 10 and 18 respectively in this Agreement.
- Termination Without Breach: Provider or denefits® may terminate this Agreement by providing 60 days’ written notice to the other party. In the event that Provider terminate this Agreement, denefits® will charge a Per-Patient-Account Termination Fee as specified in Schedule A. In the event that denefits® terminate this Agreement, denefits® will not charge Provider any fees to resolve Patient accounts. After either party provides notice of termination, denefits® reserves the right to reject any future Patients. However, Provider may request denefits® to terminate Financing relating to Services at one or more Facilities and retain it for other Facilities. In such event, this Agreement shall be applicable to the Facilities that retain the Financing. Similarly, if denefits® terminates its Financing to one or more Facilities of Provider, such termination will not affect other Facilities and Financing will continue at such other Facilities.
- Termination Because of Breach: If either party believes the other to have breached this Agreement, it must first provide notice of alleged breach. If the breaching party does not cure the breach within 30 days of receiving notice, the non-breaching party may terminate the Agreement immediately. If Provider breaches this Agreement, denefits® will charge a Per-Patient-Account Termination Fee as specified in Schedule A and will send all money rightfully owed to Provider within 60 days via paper check. If denefits® breaches this Agreement, it will be responsible for paying out in full all money owed to Provider within 30 days and resolve all issues with respect to Provider accounts within 60 days without charging any termination fees to Provider.
- Notice Under this Agreement: Whenever required to provide notice under this Agreement, the party must provide notice to the other party by both: 1) registered mail or certified mail (return receipt requested) and 2) email.
Notice to Provider will be delivered to the office address and email address provided to denefits® during enrollment or to such other addresses as Provider may designate in a notice to denefits®.
Notice to denefits® may be delivered to the following addresses or to such other addresses as denefits® may designate in a notice to Provider:
Attn: Legal Department
1501 Superior Ave.
Newport Beach CA
- Fraud: If denefits® reasonably believes that Provider has engaged in fraud in relation to Financing, denefits® may suspend all payments to Provider immediately for a period not to exceed 60 days. If denefits® determines that Provider has not engaged in fraud, denefits® will disburse all payments to Provider immediately upon making such a determination. If Provider has engaged in fraud, denefits® will take any steps necessary to recover money owed to it by Provider, and Provider will be responsible for payment of all reasonable attorneys’ fees required to recover money owed to denefits®.
- Provider Responsibility to Verify Patient Data and Identification: Provider is solely and exclusively responsible to check for personal identifying information and to ensure Patient’s payment information, voided check, and debit card all match the identity of the Patient seeking to financing. If Patient information and all payment information do not match, or if Provider fails to ask for identification to verify any information required, denefits® will not provide Financing or guarantee Services to Provider, and the recovery for any payment for Services will fall exclusively to the Provider. Provider’s retention of a photocopy of Patient’s government-issued photo identification card or of a notation of the identification number and expiration date shall serve as proof of Provider’s fulfillment of its responsibility under this Section 17 to request and verify the Patient’s personal identifying information.
- Patient Account Balance Change: Providers may ask to reduce the amount owed on any balance once per Patient agreement at no cost. Any additional balance reductions will incur a fee of $15. Providers may request to increase the balance on Patient accounts at no charge. An additional down payment from Patient may be required to approve a balanced increase request. denefits® may reject approval of any balance increase request at its reasonable discretion. The provider may submit a Balance Change Form provided by denefits® to change the balance owed by any Patient.
- Delinquent Patient Accounts Post Termination: denefits® will continue to collect on Patient accounts that have been sent to collections for the past due balances or missed payments at its discretion. denefits® will not return or release billing on any Patient account that is not current on payments due to denefits®.
- Indemnification by Provider: Provider agrees, at its expense, to indemnify and hold harmless denefits® and its shareholders, directors, officers, partners, affiliates, employees, agents, and contractors from any and all losses, liabilities, or damages resulting from any and all claims, causes of action, suits, proceedings, or demands made by Patient against denefits® to the extent arising from or related to negligent acts or willful misconduct of Provider.
- Indemnification by denefits®: denefits® agrees to indemnify, defend and hold harmless Provider and its shareholders, directors, officers, partners, affiliates, employees, agents, and contractors from and against claims, demands, actions, suits, damages, losses, liabilities, fines, penalties, costs and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from (a) the negligence or misconduct of denefits® (including, without limitation, fraud or unlawful activity) in connection with performance of its obligations hereunder or under any other agreement with Provider, and/or (b) denefits®’s breach of its obligations, covenants, representations and warranties hereunder or under any agreement with Provider or a Patient.
- Choice of Law; Jurisdiction: This Agreement and any matters hereunder shall be governed by and construed in accordance with the laws of state of California, excluding its conflict of law rules. Provider hereto hereby consent to the exclusive jurisdiction and venue of the courts of state of California with respect to the resolution of any suit, action or proceeding hereunder.
- Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
- Mediation: All claims and disputes arising under this Agreement that cannot be resolved by the parties must first be submitted to a mediator in an attempt to resolve the dispute outside of litigation. Any such mediation shall begin within fifteen days from the request for mediation by either party. The mediation must be completed within ten days thereafter. The parties will split the cost of mediation. If the parties do not submit to this mediation in good faith, as determined by the mediator, the parties may not proceed with any other remedies under this Agreement.
- Arbitration: Should mediation prove unsuccessful, next, any claims and disputes arising under this Agreement are to be settled by binding arbitration in the state of California. The arbitration shall be conducted on a confidential basis in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact. An award of arbitration may be confirmed in a court of competent jurisdiction.
- Attorneys’ Fees: If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights under this Agreement, the prevailing party may recover reasonable costs and attorney’s fees incurred in such proceeding.
- Updated Terms: In the event that denefits® makes major updates to the terms of this Agreement, it will notify Provider in writing and request to digitally sign the updated agreement that will apply to all Financing from that date. If you do not agree with the terms of the updated agreement, Provider may not continue to use denefits®’ Financing.
- No Waiver: The failure to exercise or enforce or delay in exercising or enforcing any right or remedy provided by this Agreement or by law shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies and the single or partial exercise or enforcement of any right or remedy provided by this Agreement or by law shall not preclude or restrict the further exercise or enforcement of any such right or remedy.
- denefits® is HIPAA Compliant : “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, and associated regulations, as may be amended from time to time.
“Materials” means all instructions, manuals, specifications, and training denefits® provides in connection with any denefits® Services.
“Party” means denefits® or Provider. “Parties” means denefits® and Provider.
“PHI” means “protected health information” as that term is used under HIPAA. “Client PHI” means PHI that denefits® receives from or on behalf of Client or creates on behalf of Client.
denefits® providers understand that customer and data security is a number-one priority and that regulations such as HIPAA must be considered.
HIPAA, the federal Health Insurance Portability and Accountability Act, aims to protect the confidentiality and security of healthcare information. Connected health applications may involve the electronic exchange of PHI (protected health information), which is protected under HIPAA regulations. Therefore, when it comes to data to websites or applications, the platform providing the RTC capability must be HIPAA compatible.
denefits®‘s Duties. denefits® will:
(a) not use or disclose Client PHI except (i) as required or permitted by law; (ii) as permitted under the terms of the Agreement or any permission of Client under the Agreement; or (iii) as incidental under HIPAA to another permitted use or disclosure; Everything is on AWS server proving full data security.
(b) use reasonable and appropriate safeguards to prevent use or disclosure of Client PHI other than as provided in the Agreement;
(c) implement administrative, physical, and technical standards in accordance with the Security Rule to protect the confidentiality, integrity, and availability of Client PHI in electronic form (“EPHI”);
(d) mitigate, to the extent practicable, any harmful effect of a use or disclosure of Client PHI by denefits® that is known to denefits® to violate the requirements of the Agreement;
(e) limit its request for Client PHI to the minimum amount necessary to accomplish the intended purpose of requests for, and uses and disclosures of, Client PHI in accordance with HIPAA.
(f) report to Client as soon as practicable and as required by HIPAA Act any known use or disclosure of Client PHI by denefits® not as provided by the Agreement and any “Security Incident” with respect to Client EPHI as defined in the Security Rule. Additionally, denefits® will notify Client of any Breach of Unsecured PHI, and such notification shall be made without unreasonable delay following the date of discovery to enable Client to comply with the Breach disclosure requirements under the HIPAA Act. denefits® shall include within such notice identification, to the extent possible, of each Individual whose Unsecured PHI has been, or is reasonably believed by denefits® to have been, accessed, used, or disclosed through the Breach and any other valuable information known to denefits® that Client is required to include in its notice to affected Individuals. The reporting requirement set forth hereunder shall include, without limitation, disclosures that denefits® is aware of that would need to be included in Client’s Accounting of Disclosures under HIPAA Act, provided that denefits® is required by HIPAA Act as a Business Associate of Client to include such disclosures.
- Provider Check Processing Fee: USD $10
- Patient Enrollment Fee: USD $25
- Patient Transaction Fee:
USD $3 if Patient has one pay period in a month
USD $2 if Patient has two pay periods in a month
USD $1 if Patient has more than two pay periods in a month