The following terms and conditions govern your use of a cloud-based software platform and related software services (the "Software") provided by itrac LLC ("illumitrac") to be used by Gulf Coast Dental Care, PA, an independent dentist or dental practice (the "Dental Practice"), for the purpose of enrolling you in, operating, and administering your membership and participation in a dental membership club (the "Club"), including the payment of your membership fees. By using the Software to enroll in the Club, you will be entering into a binding agreement (the "Agreement") between you and illumitrac, including acknowledging and agreeing to the following terms and conditions. Do not use the Software to enroll in the Club if you do not wish to enter into the Agreement and be bound by the terms and conditions set forth in this document.

By using the Software to enroll in the Club, you hereby enter into this Agreement under which you agree to, understand, and acknowledge the following:

1. General Information about the Club
   1. A dental membership club is a membership program for specified dental services to be provided by the Dental Practice. The Club provides a set of specified dental services to patients, as described in the offering information and the enrollment/sign-up documentation, with no out-of-pocket fees other than the membership fee, which are referred to herein as the "Services." Other member benefits may be offered by the Dental Practice solely at the Dental Practice's discretion. The Dental Practice may offer additional services outside of the Services at an extra cost, as determined by the Dental Practice.
   2. The Dental Practice, not illumitrac, operates and administers the Club.
   3. To enter into the Club, you must enter into a Dental Membership Club Agreement with the Dental Practice.
   4. illumitrac does not determine what Services are provided under the Club, the amount of the membership fee, or any other member benefits.
   5. The Club is not a dental insurance plan; instead, it is a program offered to you through the Dental Practice, and is between you, any other individuals that you enroll in the Club, and the Dental Practice.
   6. Your selection of a dental practice is your responsibility and is not based on any representations made. illumitrac does not guarantee that any particular dental practice will continue to offer a dental membership club for any period of time.
2. Personal Information and Privacy Policy
   1. To enroll in the Club, you will be required to provide certain personal information. You are responsible for maintaining the confidentiality and security of your information and for all activities that occur on or through the Club.
   2. By enrolling in the Club using the Software, you confirm that you have reviewed and consent to the terms of the illumitrac privacy policy for yourself and those you enroll in the Club.
3. Warranty Disclaimer

   YOU AGREE THAT ILLUMITRAC HAS NOT AND DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR PROMISES TO YOU ABOUT THE SERVICES PROVIDED BY THE DENTAL PRACTICE OFFERING THE CLUB. FOR EXAMPLE, YOU AGREE THAT ILLUMITRAC HAS NOT AND DOES NOT MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE SERVICES, THE SPECIFIC QUALIFICATIONS OF THE SERVICE PROVIDER, OR THE SERVICE PROVIDER'S RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. YOU ALSO AGREE THAT ILLUMITRAC HAS NOT AND DOES NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON-INFRINGEMENT, FREEDOM FROM VIRUSES, OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN ITS SOFTWARE.

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE SOFTWARE AND ILLUMITRAC'S SOFTWARE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING AS A RESULT OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, ILLUMITRAC AND ITS LICENSORS DO NOT WARRANT OR REPRESENT THAT USE OF THE SOFTWARE WILL RESULT IN COMPLIANCE, FULFILLMENT, OR CONFORMITY WITH THE LAWS, RULES, REGULATIONS, REQUIREMENTS OR GUIDELINES OF ANY GOVERNMENTAL AGENCY OR THAT THE SOFTWARE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

4. Limitation of Liability

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ILLUMITRAC BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, OR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY KIND, RELATING TO THE SERVICES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU AND YOUR HEIRS, SUCCESSORS, AND ASSIGNS HEREBY FOREVER IRREVOCABLY RELEASE, DISCHARGE, AND HOLD HARMLESS ILLUMITRAC, ITS AFFILIATES, AND ITS AND THEIR SUCCESSORS AND ASSIGNS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (EACH AN "ILLUMITRAC RELEASED PARTY") FROM, AND AGREE NOT TO SUE ANY ILLUMITRAC RELEASED PARTY FOR, ANY LIABILITIES, CLAIMS, OBLIGATIONS, SUITS, ACTIONS, DEMANDS, EXPENSES, AND DAMAGES WHATSOEVER (COLLECTIVELY, "LIABILITIES") THAT YOU MAY HAVE AGAINST ANY ILLUMITRAC RELEASED PARTY WHETHER EXISTING NOW OR IN THE FUTURE, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN CONNECTION WITH YOUR OR ILLUMITRAC'S CONDUCT RELATED TO USE OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE FOREGOING SENTENCE RELEASES AND DISCHARGES ALL ILLUMITRAC LIABILITIES, WHETHER OR NOT THEY ARE CURRENTLY KNOWN TO YOU.

   NOTWITHSTANDING THE FOREGOING, IF ILLUMITRAC IS HELD TO BE LIABLE FOR DAMAGES OR OTHER RELIEF, YOU AGREE THAT ILLUMITRAC'S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES RECEIVED BY ILLUMITRAC FROM YOU (IF ANY) FOR THE SERVICES TO WHICH SUCH LIABILITY RELATES IN THE THREE (3) MONTH PERIOD PRECEDING THE LATEST SUCH CLAIM.

   THE DENTAL PRACTICE IS SOLELY RESPONSIBLE FOR THE PROFESSIONAL ADVICE, TREATMENT AND CARE, AS WELL AS THE OVERALL QUALITY OF THE SERVICES PROVIDED FOR YOU AND ANY PERSON YOU ENROLL IN THE CLUB. ILLUMITRAC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY REGARDING ANY ASPECTS OF THE SERVICES, OR THE QUALITY OR OUTCOME OF SUCH SERVICES FURNISHED BY DENTISTS. ILLUMITRAC HAS NO RESPONSIBILITY OR LIABILITY TO YOU, ANY PLAN PARTICIPANT, OR ANY OTHER PERSON WITH REGARD TO ANY OF THESE MATTERS, AND YOU MUST ADDRESS ALL OF THEM SOLELY WITH THE DENTAL PRACTICE.

5. Arbitration
   1. General information about arbitration. You hereby agree that any and all Disputes (as defined below) involving you and illumitrac will be resolved through individual arbitration. This Section 8 (the "Arbitration Provision") will be broadly interpreted.
   2. Definitions. As used in this Arbitration Provision, the term "Dispute" means any claim or controversy between you and illumitrac related to the services provided by the Dental Practice or illumitrac, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before this Agreement or any prior agreement; (3) claims that arise after the expiration or termination of this Agreement; and (4) claims that are currently the subject of purported class action litigation in which you are not a member of a certified class.
      
      As used in this Arbitration Provision, "illumitrac" means iTrac, LLC and any of its predecessors, successors, assigns, parents, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents, and "you" means you and any users or beneficiaries of your access to the Services.
   3. Initiation of Arbitration Proceeding/Selection of Arbitrator. You or illumitrac may initiate the arbitration proceeding and open a case with JAMS, formerly Judicial Arbitration and Mediation Services, Inc., ("JAMS") by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). You may deliver any required or desired notice to illumitrac by mail to: 4062 Peachtree Rd, #A-457, Brookhaven, GA 30319.
   4. Right to Sue in Small Claims Court. Notwithstanding anything in this Arbitration Provision to the contrary, either you or illumitrac may bring an individual action in a small claims court in the area where you access the Services provided by the Dental Practice if the claim is not aggregated with the claim of any other person and if the amount in controversy is properly within the jurisdiction of the small claims court.
   5. Arbitration Procedures. This Arbitration Provision will be governed by the Federal Arbitration Act. Arbitrations will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the "JAMS Rules") as modified by the version of this Arbitration Provision that is in effect when you notify illumitrac about your Dispute. You can obtain the JAMS Rules from the JAMS by visiting its website (www.jamsadr.com) or calling its toll-free number (1-800-352-5267). If there is a conflict between this Arbitration Provision and the rest of this Agreement, this Arbitration Provision will govern. If there is a conflict between this Arbitration Provision and the JAMS rules, this Arbitration Provision will govern. If JAMS will not administer a proceeding under this Arbitration Provision as written, the parties must agree on a substitute arbitration organization. If the parties cannot agree, the parties must mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Provision as written applying the JAMS Rules. A single arbitrator will resolve the Dispute. Unless you and illumitrac agree otherwise, any arbitration hearing will take place in Atlanta, Georgia. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. The arbitrator will issue a reasoned written decision that explains the arbitrator's essential findings and conclusions. The arbitrator's award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator's award. An arbitrator's award that has been fully satisfied must not be entered in any court.
   6. Waiver of Class Actions and Collective Relief. There will be no right or authority for any claims to be arbitrated or litigated on a class action, joint or consolidated basis, or on bases involving claims brought in a purported representative capacity on behalf of the general public (such as a private attorney general), other subscribers, or other persons. The arbitrator may award relief regarding the individual party seeking relief and only to the extent necessary to decide whether relief is warranted for that individual party's claim. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
   7. Arbitration Fees and Costs. If your claim seeks more than $75,000 in the aggregate, the payment of the JAMS's fees and costs will be governed by the JAMS Rules. You may hire an attorney to represent you in arbitration. You will be responsible for payment of your attorney's fees and costs. The prevailing party will be entitled to recover from the non-prevailing party its attorneys' fees and costs incurred in connection with any action or proceeding that arises under or is related to this Agreement. Notwithstanding anything in this Arbitration Provision to the contrary, illumitrac will pay all fees and costs that it is required by law to pay in Arbitration.
   8. Severability and Waiver of Jury Trial. If any part of this Arbitration Provision is found to be illegal or unenforceable, the entire Arbitration provision will be unenforceable and the Dispute will be decided by a court. WHETHER IN COURT OR IN ARBITRATION, YOU AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. If any other clause in this Arbitration Provision is found to be illegal or unenforceable, that clause will be severed from this Arbitration Provision and the remainder of this Arbitration Provision will be given full force and effect.
   9. Survival. This Arbitration Provision will survive the termination or expiration of this Agreement.
   10. Equitable relief. Notwithstanding the foregoing, either party is entitled to seek equitable relief in a court of competent jurisdiction, include injunctive relief, to enjoin the infringement or misuse of its intellectual property rights, including copyright, trademark, patent, or trade secret rights.
6. Miscellaneous
   1. Governing law. This Agreement and its terms and conditions will be governed by and construed under Delaware law without giving effort to any choice or conflict of law provision that would cause the application of laws of any jurisdiction other than those of the State of Delaware.
   2. Assignment. You may not assign any right or obligation under this Agreement without illumitrac's prior written consent.
   3. Amendment. This Agreement may not be amended, modified, supplemented, or waived, without the prior written consent of both you and illumitrac.

   Your participation in the Club is an agreement is between you and the Dental Practice. The Dental Practice is solely responsible and liable for the resolution of any issues that arise in connection with the Club or any related services performed by the Dental Practice.