Terms and Conditions

Unified Smiles is pleased to partner with your practice and help meet your practice’s needs. We leverage our strength in numbers to bring all our members DSO-equivalent pricing on supplies and services to increase practice cash flows and reduce practice overhead. Our team of industry experts also works with our members’ practices to improve profitability and meet  practice goals.

Unified Smiles Programs – Program Terms

  • General Terms and Conditions (See Attachment A)
    • Apply to all Services

Unified Smiles Services:

  • Unified Smiles Membership (See Attachment B)
    • Initial Fee (non-refundable onboarding fee): $250.00
    • Participation Fee (monthly fee): $225.00 per location
  • Optional Dental Procurement (See Attachment C)
    • Essentials Package (monthly fee): $29.00 per location
    • Enterprise Package (monthly fee): $89.00 per location

The payment terms for each of the Service fees described above are set forth in the applicable Attachment.

This agreement (“Unified Smiles Agreement”) is a CONTRACT between you (“Member”) and Great Lakes GPO LLC dba Unified Smiles, a Michigan limited liability company (“Unified Smiles”). Member desires to participate in one or more of the group purchasing program(s) developed by Unified Smiles (the “Programs”). In return for access to special pricing concessions and/or discounts from various vendors that participate in the Programs, Member, on behalf of itself and the affiliated entities and locations, accepts and agrees to the terms and conditions incorporated by reference and attached hereto as Attachment A (the “General Terms and Conditions”) as well as each of the particular Program(s) chosen by Member (the “Program Terms”). 

Please read the Unified Smiles Agreement carefully before participating in any of the Programs.  You agree to be bound by the terms of this Unified Smiles Agreement if you participate in any of the Programs. If you do not agree to the terms of this Unified Smiles Agreement, do not participate in any of the Programs.  By participating in a Program, or by “clicking through” this Unified Smiles Agreement, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS UNIFIED SMILES AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND UNIFIED SMILES WITH RESPECT TO THE PROGRAMS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS UNIFIED SMILES AGREEMENT.

 

ATTACHMENT A

General Terms and Conditions

These General Terms and Conditions (these “Terms”), together with the applicable Program Terms and all other applicable documents that are attached to the Unified Smiles Agreement, are the only terms that govern the participation by the Member in the applicable Unified Smiles Program. These Terms, the Program Terms, and all other applicable documents relating to each Program may be obtained directly from Unified Smiles.

The Unified Smiles Agreement, including these Terms, the applicable Program Terms and any other exhibits or attachments thereto (collectively, the “Agreement”), comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. 

No terms or conditions other than those that apply to the Unified Smiles Agreement, as described above, will apply to the Unified Smiles Agreement, including any contract terms that may have been submitted by the Member.  Provision of services to Member does not constitute acceptance of any of Member’s terms and conditions and does not serve to modify or amend these Terms, the applicable Program Terms, or the Agreement.

  1. Group Purchasing Program.  Member hereby agrees to participate in the group purchasing program(s) with other participating members (together with Member, the “Participating Members”) developed by Unified Smiles, pursuant to which participants receive special pricing concessions and/or discounts and/or additional services/benefits from various vendors (“Vendors”) supplying certain products and services to dental offices (collectively, the “Products”) at a discount based on the “buying power” of the dental offices participating in the program (the “Program”). Member agrees to be bound by the terms and conditions herein. The Participating Members are under no obligation to purchase any Products from any Vendors, there are no minimum purchase quantities, and except for the fees set forth herein, there are no other fees for the Member to participate in the Program.  If use of Unified Smiles services or those of applicable vendors utilized by the Member under this agreement requires access to Member’s premises, systems, and other facilities, Unified Smiles or the applicable vendor shall provide Member with a description of the access required and obtain prior approval for such access unless otherwise authorized in advance by Member.  Member affirmatively states that Member is entering into this Agreement for the sole purpose of procuring Products under the Program for its own use as part of Member’s dental practice and not for resale or distribution to any other dental office or practice or other third party. Member agrees to indemnify and hold Unified Smiles harmless from any liability resulting from any breach by Member of this paragraph.

  2. Authorization.  Member acknowledges that its participation in each of the individual purchasing opportunities under the Program is voluntary and independent from participation in any of the other opportunities or other programs of Unified Smiles. Member also acknowledges that Unified Smiles negotiates and enters into agreements with the Vendors on behalf of Participating Members according to Unified Smiles’ standard procedures. Member hereby authorizes Unified Smiles to request and obtain from the Vendors information concerning the Member’s purchasing history, both before and after the date of joining the program, for use by Unified Smiles for market analysis, as may be requested by Unified Smiles from time to time.

  3. Information.  Upon Member’s termination of participation in the Program, Member has the right to request that its business information be deleted from Unified Smiles’ records. If required by applicable law or regulation, Unified Smiles and Member agree to fulfill the obligations set forth in 42 U.S.C. § 1320(a)-7(b) (3)(A) of the Social Security Act and the regulations promulgated there-under at 42 C.F.R. § 1001.952(h) and that Member may have an obligation to report this discount to any state or federal program which provides costs or charge base reimbursement to Member for items to which the discounts apply.

  4. No Guarantee.  Unified Smiles does not guarantee any specific terms and conditions in any Vendor contract or arrangement and does not promise or guarantee any specific outcomes. Unified Smiles is neither a supplier nor merchant of products offered under the Program, and does not own, control, or invest in any Vendors.

  5. DISCLAIMER.  UNIFIED SMILES MAKES NO WARRANTY AS TO ANY PRODUCT’S FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY PRODUCTS AND SERVICES OFFERED FOR SALE, RENT, OR USE UNDER ANY AGREEMENT. 

  6. LIMITATION OF LIABILITY.  NEITHER PARTY HAS LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THIS LIMITATION APPLIES DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNIFIED SMILES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT DOES NOT EXCEED $10,000.00 EXCEPT IN THE EVENT OF UNIFIED SMILES’ INTENTIONAL MISCONDUCT.

  7. Member Representations.  Member represents and warrants that: (a) Member has full authority to enter into this Agreement; and (b) the execution, delivery, and performance of this Agreement is not prohibited by and does not violate any other existing contract, agreement, or exclusive arrangement to which Member is a party. The individual signing the Agreement represents and warrants that he or she is duly authorized and has the full power and authority to execute the Agreement on behalf of the individual or entity for whom he or she is signing.

  8. Governing Law.  The Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Michigan. The parties expressly stipulate and agree that any dispute arising out of or related to the Agreement, including, without limitation, actions for breach of the Agreement, trademark infringement and equitable relief, shall be presented and resolved in an appropriate court in Oakland County, Michigan. Member hereby waives any objection to jurisdiction or venue in such court or arbitration in Oakland County, Michigan.

  9. Confidential Information.  During the Term, Unified Smiles may disclose to Member certain Confidential Information (as defined below). During the Term and thereafter, Member will hold all Confidential Information in strict confidence and shall only use it for the purpose of Member’s participation in the Program. Member agrees that all Confidential Information is the proprietary information of Unified Smiles and is and shall remain the property of Unified Smiles. Upon termination of the Agreement or of Member’s participation in the Program, Member shall immediately destroy all such Confidential Information. The restrictions in this paragraph shall not apply to information that is at the time of disclosure a part of the public domain or thereafter becomes a part of the public domain through no violation of the Agreement by Member or any of its employees, agents, representatives or affiliates. “Confidential Information” shall mean information relating to Unified Smiles’ business, services or products that is confidential or proprietary in nature, including, without limitation, pricing information, supplier and vendor lists.

  10. Consent.  By signing the Agreement, Member consents to allow Unified Smiles to share Member’s email address(es) with Unified Smiles’ vendors, so that these vendors would be able to send Member with vendor updates and offers, understanding that Member would have the right to unsubscribe from specific vendor email lists pursuant to each vendor’s email instructions.

  11. Reimbursement.  Member represents and warrants to Unified Smiles that if Member bills amounts to Medicare, Medicaid or other U.S. federal health care programs in connections with services to Member’s patients, then:

    1. Member acknowledges and agrees that it must comply with all Federal and state healthcare laws and regulations, including but not limited to meeting its obligations pursuant to 42 C.F.R. § 1001.952(h)(1)(iii).  Member hereby acknowledges and agrees that the information provided in this Section is solely meant to discharge any obligations that Unified Smiles might have under any Federal or State healthcare laws and regulations to inform Member of obligations it may have as a healthcare provider and is not intended to (1) provide legal advice to Member or (2) inform Member of all of Member’s obligations as a healthcare provider relating to purchasing goods through the Program.  Member hereby acknowledges and agrees that it is Member’s sole responsibility to consult with at its sole expense knowledgeable legal counsel regarding Member’s rights, responsibilities, and liability relating to any items purchased through the Program.

    2. Member acknowledges (i) that Unified Smiles may receive payment of fees for administrative and other services provided by Unified Smiles from Vendors based on products and services purchased, licensed or leased by Member and its locations (“GPO Fees”) during the Term of the Agreement, (ii) that the percentage of the GPO Fees will be three percent (3%) or less from each Vendor if a GPO Fee is paid, (iii) Unified Smiles may receive GPO Fees from some Vendors that are manufacturers of products and also Vendors that are distributors of those same products in amounts that aggregate a GPO Fee from both the Vendor manufacturer and the Vendor distributor that do exceed three percent (3%) of the purchase price paid by a location.  Unified Smiles shall disclose to Member on an annual basis, in writing, with respect to purchases of products and services by each Member and by each of the Member’s locations, the names of the Vendors and the specific amount of GPO Fees received from each of such Vendors for products and services purchased by Member and its locations. Unified Smiles shall disclose to the Secretary of the United States Department of Health and Human Services, upon request, the amount of GPO Fees received by Unified Smiles from each Vendor with respect to products and services which are purchased, licensed or leased by Member and its locations. Member agrees to disclose the applicable GPO Fee information provided by Unified Smiles regarding such GPO Fees to each of its locations. Member authorizes Unified Smiles to act as a purchasing agent of goods and services on behalf of Member. It is the intent of the undersigned and of Unified Smiles, that the fees and rebates be paid, collected and reported in a manner which is consistent with the safe harbor for group purchasing organizations, set forth at 42 C.F.R. 10001.952(j).

  1. Entire Agreement. The Agreement and all Schedules and Exhibits, and any other documents incorporated herein by reference, constitute the sole and entire agreement of the parties to the Agreement with respect to the subject matter contained therein; and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter, including any participation agreement (or similar agreement) previously entered into between Unified Smiles and Member, which shall be null and void upon execution of the Agreement.

  2. Assignment.  Member may not assign, transfer, or delegate any or all of its rights or obligations under the Agreement, without the prior written consent of Unified Smiles. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. The Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  3. Third-Party Beneficiaries.  The Agreement is for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing therein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of the Agreement.

  4. Headings.  The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.

  5. Amendment; Waiver.  The Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party thereto. No waiver by any party of any of the provisions thereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Any exception, deviation, amendment, modification, or waiver of any provision of these Terms or the Agreement, will be binding on Unified Smiles only if it has been approved by an authorized officer of Unified Smiles.  Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege under the Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

  6. Severability.  If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties thereto shall negotiate in good faith to modify the Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated thereby be consummated as originally contemplated to the greatest extent possible.

  7. Counterparts.  The Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Agreement.

  8. Future Revisions.  Unified Smiles may make revisions to the Agreement from time to time and if it does so, Unified Smiles will provide the Member with a written notice of the revisions.  The written notice will include the date on which the revisions will become effective.  Revisions to the Agreement are binding on Unified Smiles and the Member and become effective as specified in this Section.

 


ATTACHMENT B

Standard Participation Agreement

All terms not otherwise defined in this Attachment are defined in the General Terms and Conditions.

  1. Term.  The term of the Agreement commences upon the date of the Agreement and shall continue for a period of three months (the “Initial Term”). Upon expiration of the Initial Term, the Agreement shall automatically be renewed on a month-to-month basis thereafter (each a “Renewal Term” and together with the Initial Term the “Term”). If the Term is renewed for any Renewal Term(s), the terms and conditions of the Agreement during each such Renewal Term are the same as the terms in effect immediately prior to such renewal. Either party may terminate the Agreement after the Initial Term, by providing written notice to the other party at least 30 days prior to the Member’s next monthly billing date. No month will be prorated. Either party may also terminate the Agreement at any time in the event of a breach of the Agreement by the other party. Upon termination of the Agreement for any reason, Member shall cease participating in the Program and related Member benefits and Unified Smiles shall notify Vendors accordingly.

     

  2. Fees.  In consideration of the services provided, Member shall pay Unified Smiles, on and as of the date of the Unified Smiles Agreement (the “First Payment Date”) the Unified Smiles Membership Initial Fee, and thereafter, the ongoing monthly Unified Smiles Membership Participation Fee (1st month prorated). The Unified Smiles Membership Participation Fee shall be due and payable in equal monthly installments, in advance, on or before the first (1st) day of the calendar month for which payment is due. The Member will be provided with any detail of the affiliated offices participation fees which are in addition to the Member’s Unified Smiles Membership Participation Fee.  Unified Smiles has the right to revise the Unified Smiles Membership Participation Fee by providing Member with a written notice thereof at least 60 days prior to any such increase.

 

ATTACHMENT C

ADDENDUM TO UNIFIED SMILES PARTICIPATION AGREEMENT

This Addendum to Unified Smiles Participation Agreement (this “Addendum”) supplements and amends the Unified Smiles Participation Agreement (the “Agreement”) by and between Great Lakes GPO, LLC d.b.a. Unified Smiles, a Michigan limited liability company (“Unified Smiles”) and the undersigned entity (“Member”).

  1. The Agreement provides: (1) a group purchasing program for products and services, and (2) a smart online ordering platform which enables Member to place orders from all major suppliers in a single ordering platform.

  2. Unless otherwise specified, capitalized terms in this Addendum have the same meaning as defined in the Agreement, and those definitions are incorporated by reference.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth in this Addendum and the Agreement, the Member and Unified Smiles agree as follows:

  1. Amendment to Participation Agreement. A new Section 15 is hereby added to the Agreement:

  2. Online Ordering Platform.

    1. Unified Smiles Services.  In addition to the Program, Member has retained Unified Smiles to provide an online ordering platform utilizing a nonaffiliated company (the “Online Ordering Platform Services”), upon the terms and conditions set forth in this Agreement. Unified Smiles does not make, and hereby expressly disclaims, any warranties in connection with any and all services and products provided by the Online Ordering Platform provider.  All services and products provided in connection with the Online Ordering Platform Services are provided “As-Is” without any warranty or indemnification from Unified Smiles whatsoever.  Nothing contained in this Agreement shall be construed as permitting or providing any services which constitute the practice of dentistry under any applicable law.  

    2. Member Obligations.  In connection with the receipt of the Online Ordering Platform Services, Member shall: (i) grant Unified Smiles and/or the Online Ordering Platform provider (“the Team”) such access to Member’s  systems, and other facilities as may reasonably be required by the Team, for the purposes of performing the Online Ordering Platform Services; (ii) cooperate fully with the Team in the provision of all Online Ordering Platform Services; and (iii) provide such Member materials and information as the Team may reasonably request in order to carry out the Online Ordering Platform Services. 

    3. Conditions.  Member shall: (i) schedule and implement desired procurement software within 90 days of signed agreement; and (ii) utilize procurement software in practice after installation and training is completed. If the office(s) has (have) a period of minimal use of the procurement software for a period of greater than two months or does not schedule and implement desired procurement software within 90 days of signed agreement, Unified Smiles reserves the right to terminate the Member’s procurement arrangement under the Unified Smiles program. Member can directly contract with procurement software at the current retail rates then in effect.  

 

    1. DISCLAIMER.  THE ONLINE ORDERING PLATFORM SERVICES ARE PROVIDED “AS-IS,” WITHOUT A WARRANTY OF ANY KIND.  WITHOUT LIMITING THE FOREGOING, UNIFIED SMILES DOES NOT WARRANT THAT THE OPERATION OF SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. UNIFIED SMILES PROVIDES SUCH SERVICES AS-IS, AND UNIFIED SMILES MAKES NO WARRANTY WITH RESPECT TO SUCH SERVICES.  WITHOUT LIMITING THE FOREGOING, UNIFIED SMILES DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES AGAINST INTERFERENCE WITH ANY THIRD PARTY’S ENJOYMENT OF SUCH SERVICES, AGAINST INFRINGEMENT, OF FITNESS FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY.

  2. Effect of Addendum.  Except as specifically supplemented or amended pursuant to the terms of this Addendum, the terms and conditions of the Agreement shall continue unmodified and in full force and effect. In the event of any inconsistencies between the terms of this Addendum and any terms of the Agreement, the terms of this Addendum shall govern and prevail.

  3. Governing Law. This Addendum shall be governed by, construed under, and enforced in accordance with the laws of the State of Michigan.  The parties expressly stipulate and agree that any dispute arising out of or related to this Addendum, shall be presented and resolved in an appropriate court in Oakland County, Michigan. Member hereby waives any objection to jurisdiction or venue in such court or arbitration in Oakland County, Michigan.

  4. Counterparts. This Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Addendum delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Addendum.

  5. Entire Agreement.  The Participation Agreement, as supplemented and amended by this Addendum, constitutes the entire understanding of the parties with respect to the subject matter hereof and all other prior agreements, representations, and understandings between the parties, whether oral or written, are deemed null, all of the foregoing having been merged within this Addendum and the Participation Agreement.

IN WITNESS WHEREOF, this Addendum has been executed and delivered as of the date of receipt.