DENTAL GROUP PURCHASING ORGANIZATION MEMBERSHIP AGREEMENT

This Dental Group Purchasing Organization Membership Agreement (“Agreement”) is entered into as of the date Member enrolls and completes payment (the “Effective Date”), by and between DSO Pricing, LLC, a Florida limited liability company (“GPO”), and the enrolling dental practice (“Member”).

By selecting a membership plan, checking the acceptance box, and completing enrollment, Member agrees to be bound by this Agreement.

1. Purpose

GPO provides access to negotiated pricing, discounts, rebates, vendor programs, and related purchasing support for member dental practices.

2. Membership Term, Fees, and Payment Authorization

This Agreement continues on a month-to-month basis unless canceled by either Party.

Member may cancel at the end of any billing cycle and shall retain access through the paid billing period.

Member agrees to pay a membership fee of Two Hundred Ninety-Seven Dollars ($297.00) per month, billed automatically in advance on a recurring monthly basis using the payment method provided.

Member authorizes GPO to charge such payment method for recurring monthly fees unless membership is canceled in accordance with this Agreement.

All fees are non-refundable and not prorated. Failure to make timely payment may result in suspension or termination of membership.

GPO may suspend or terminate membership for non-payment, material breach, misuse of pricing, abuse of vendor programs, fraud, or violation of applicable vendor terms.

3. GPO Program Services

GPO may provide access to contracted vendors, negotiated pricing, discounts, rebates, and administrative support.

GPO does not guarantee specific savings, vendor participation, pricing, discounts, rebates, product availability, or vendor performance.

4. Member Responsibilities

Member agrees to maintain required licenses and compliance, provide accurate information, comply with vendor terms, and use GPO pricing solely for its own business operations.

5. Vendor Data and Compensation Authorization

Member authorizes vendors and suppliers to share purchasing, usage, spend, rebate, and transaction data with GPO. GPO may use such data to administer programs, evaluate member utilization, negotiate pricing, calculate rebates, and improve services.

GPO may receive administrative or service fees from participating vendors in connection with Member purchases or participation in vendor programs. These fees support GPO operations and allow GPO to provide its services and negotiated programs to Members.

GPO does not add a fee or markup to Member orders. Any fees or compensation attributable to Member purchases will not exceed three percent (3%) of the applicable purchase price.

Member-specific data will be treated as confidential except as required by law or as reasonably necessary to operate vendor programs.

6. Independent Vendors and Confidentiality

All purchases are made directly between Member and third-party vendors. GPO is not responsible for vendor performance, product quality, delivery, or disputes.

Member shall not disclose GPO pricing, vendor agreements, or proprietary information to third parties.

7. Termination and Re-Enrollment

Upon termination, Member access to GPO programs and pricing shall cease at the end of the applicable billing period, and unpaid amounts accrued prior to termination remain due.

If Member later seeks to rejoin, GPO may require a new agreement, acceptance of then-current fees and terms, and reasonable conditions for re-enrollment.

Prior pricing, benefits, credits, rebate rights, or prepaid amounts do not carry over unless approved in writing by GPO.

8. Limitation of Liability

To the fullest extent permitted by law, GPO shall not be liable for indirect, incidental, consequential, special, or punitive damages.

GPO’s total liability shall not exceed the total membership fees paid by Member during the six (6) months preceding the event giving rise to the claim, or the total fees actually paid under this Agreement, whichever is less.

9. Indemnification

Member agrees to indemnify and hold harmless GPO from claims arising from Member purchases, use of vendor products or services, or breach of this Agreement.

10. Independent Relationship

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship.

11. Governing Law; Entire Agreement; Severability

This Agreement is governed by Florida law, constitutes the entire agreement between the Parties, and if any provision is held unenforceable, the remaining provisions remain in effect.

12. Acceptance

By checking the acceptance box and completing enrollment, Member confirms it has authority to enter into this Agreement, agrees to be bound by its terms, and acknowledges that this Agreement is legally binding.

Member further agrees that checking the acceptance box constitutes an electronic signature and has the same force and effect as a handwritten signature.