Master Service Agreement

WHEREAS, Customer desires to obtain access to and use of Molar, Inc.'s cloud-based Dental Operations Platform, MolarHQ, and related services; and WHEREAS, Molar, Inc. desires to provide such access and services to Customer, each on the terms and conditions set forth in this Agreement.

Molar, Inc. agrees to provide Subscription Services for the MolarHQ Platform to Authorized Users, as further set forth on each order form, and if applicable, Professional Services related to Customer's access to and use of such Subscription Services and the Platform. Subject to the terms and conditions of this Agreement, Molar, Inc. grants Customer and Authorized Users a non-exclusive, non-sublicensable, non-transferable, worldwide license to access and use the MolarHQ Platform, solely for internal business purposes. The MolarHQ Platform provides a comprehensive cloud-based solution encompassing: Practice Management (integrated scheduling, charting, and patient engagement); Multi-location Operations (unified patient records and centralized management); Insurance and Billing (streamlined fee schedules and billing processes); AI-Powered Diagnostics (radiographic imaging analysis); Patient Engagement (online booking, appointment reminders, telehealth); and Growth Tools (analytics, staff training, and ROI calculators). Molar, Inc. will use commercially reasonable efforts to provide uninterrupted access to the Platform per the Service Level Agreement (Exhibit B). Molar, Inc. may, in its sole discretion, make any changes to the MolarHQ Platform it deems necessary to maintain quality, competitive strength, cost efficiency, or compliance with Applicable Law.

Customer shall be responsible for all acts and omissions of its Authorized Users. Customer shall immediately notify Molar, Inc. of any violation of this Agreement by any Authorized User upon becoming aware of such violation. Customer is responsible for safeguarding its administrative account credentials and for all activities conducted through its account. Customer shall implement and maintain multi-factor authentication (MFA) for all Authorized Users accessing PHI. Customer is solely responsible for the accuracy, completeness, viability, and legitimacy of all Customer Data uploaded to the MolarHQ Platform, including patient data, billing information, and compliance requirements. Molar, Inc. does not assign procedure or diagnosis codes; this remains Customer's responsibility. Customer must comply with all Applicable Laws relevant to its business operations, including obtaining and maintaining necessary professional licenses and securing all required patient consents for electronic communications. Customer will not, nor permit any third party to: reverse engineer or modify the MolarHQ Platform; sublicense, sell, or distribute the Services; use automated devices to scrape or copy Platform content; introduce malicious software; attempt unauthorized access to the Platform; or conduct Penetration Testing without Molar, Inc.'s express written approval.

Fees for Services are based on Subscription Tiers (Essential, Professional, or Enterprise), AI Imaging Analysis Tiers, Add-on Modules, Implementation Services, and Additional Services, as specified in the applicable order form(s) or statement(s) of work. Fees for Third Party Services are the sole responsibility of Customer and are not included in the fees for Molar, Inc.'s Subscription Services or Professional Services, unless explicitly stated otherwise. One-time fees are due upon acceptance of the order form and within fifteen (15) days of execution of the Agreement. Recurring fees are billed monthly in advance; variable fees are billed monthly in arrears. An administrative late charge of 1.5% per invoice will be charged for any invoice not paid by the applicable due date, compounding at an additional 1.5% for each 30 days thereafter. Molar, Inc. retains the right to suspend Services in cases of payment delinquency. Customer will have ninety (90) days from receipt of an invoice to formally dispute any portion. Molar, Inc. may implement annual price increases and adjust fees to offset increases in government-imposed fees, tariffs, changes in Applicable Laws, or rising costs associated with Third Party Service providers.

Molar, Inc. explicitly retains all right, title, and interest in and to the MolarHQ Platform, its underlying software, the Services, and all improvements, enhancements, or derivative works developed in connection with the Services. The Platform is provided under a license, not sold, to Customer. Customer retains ownership of its raw Customer Data. Customer hereby grants to Molar, Inc. a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use and otherwise exploit Customer Data to provide the Services and to monitor and improve the Platform and Services. Molar, Inc. may use anonymized, de-identified, or aggregated data for product improvement, AI model training, and other lawful business purposes. Molar, Inc. maintains full ownership of its trademarks, logos, and service names, including MolarHQ. Customer is prohibited from using Molar, Inc.'s marks without prior written permission. Any rights, title, or interest acquired by Customer in the MolarHQ Platform, Services, or any improvements or modifications suggested by Customer are assigned to Molar, Inc. Molar, Inc. is free to use such feedback without any attribution or compensation to Customer.

Molar, Inc. commits to maintaining industry-standard data security protocols and employing commercially reasonable precautions to prevent the loss or alteration of Customer Data. No method of transmission over the internet or method of electronic storage is 100% secure. Customer acknowledges and agrees that Customer is the primary custodian of its medical and billing records and remains solely responsible for complying with all patient, payer, regulatory, legal, judicial, and other demands or requests that may be made for Customer Data during and after the term of this Agreement. Molar, Inc. is not, and will not be, Customer's record custodian or official record keeper. The Parties agree to comply with the terms of the Business Associate Agreement (Exhibit A), which is incorporated by reference into this Agreement. To the extent there are any conflicting terms addressing PHI, HIPAA, or the HITECH Act between this Agreement and the BAA, the BAA shall prevail.

Each Party represents and warrants that it has all necessary power and authority to enter into this Agreement and to carry out its respective obligations. Each Party represents and warrants that the execution and delivery of this Agreement will not violate or result in the breach of any agreement, contract, or other restriction by which such Party is bound. Molar, Inc. warrants that Professional Services will be performed in a professional and workmanlike manner. Molar, Inc. warrants that Subscription Services will perform in all material respects in accordance with the documentation provided within the MolarHQ Platform.

This Agreement shall remain in effect until its termination as provided below. Each order form shall renew for additional one (1) year periods (or periods equal to the Service Term if less than one year), unless written notice of non-renewal is received by the other Party at least sixty (60) days, but not less than thirty (30) days, prior to the expiration of the then-current term. Either party may terminate this Agreement by written notice if the other party breaches any material provision, provided the breaching party is given 30 days written notice to cure. Molar, Inc. may terminate upon ten (10) days prior written notice for non-payment; immediately if Customer becomes insolvent or seeks bankruptcy protection; or immediately in the event of unauthorized access to or use of the MolarHQ Platform. Upon termination, Customer may request an electronic copy of Customer Data within 30 days of the effective termination date. After such 30-day period, Molar, Inc. may delete Customer Data after providing 30 days prior written notice. If Customer terminates prior to the end of the Initial Term for any reason other than cause, Customer shall pay a buy-out fee equal to fifty percent (50%) of the remaining monthly fees due through the end of the Initial Term.

Molar, Inc. will defend Customer against any claim alleging that the MolarHQ Platform, used in accordance with this Agreement, infringes upon any intellectual property rights of a third party, and will indemnify Customer from any damages finally awarded in connection with such claim. Customer shall indemnify, defend, and hold harmless Molar, Inc. and its affiliates from and against any and all claims, losses, costs, damages, expenses, sanctions, fines, or penalties arising out of or related to: Customer's violation of this Agreement; Customer's violation of any third-party right; Customer's violation of Applicable Laws; any inaccuracy in Customer Data; Customer's failure to protect account credentials; acts constituting information blocking; patient care or outcomes; and the use of or reliance upon AI-generated output.

This Agreement shall be governed by the laws of the State of Delaware. Any disputes that cannot be informally resolved within thirty (30) days shall be submitted for resolution exclusively through confidential, binding arbitration in accordance with the commercial rules of the American Arbitration Association (AAA), in Fairfield County, Connecticut or New York County, New York at Molar, Inc.'s sole discretion. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY. All notices, consents, and other communications between the parties must be in writing and addressed according to information provided on an order form. Molar, Inc. may assign this Agreement or any rights or obligations under this Agreement to a third party. Customer may not assign this Agreement without the prior written consent of Molar, Inc. Molar, Inc. is not liable for non-performance caused by acts of war, terrorism, natural disasters, public health emergencies, telecommunication or internet service interruption, or any other events beyond Molar, Inc.'s reasonable control. Customer's use of the MolarHQ Platform, Services, or any templates, forms, or other documentation does not constitute the provision of legal or medical advice from Molar, Inc. Customers should consult with their own legal and medical professionals for specific advice.