Reliant Dental Partners 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, increase practice cash flow, and reduce practice overhead. Our team of industry experts also works with member practices to improve profitability and help meet practice goals.
Reliant Dental Partners Programs – Program Terms
General Terms and Conditions (See Attachment A) — Apply to all Services
Reliant Dental Partners Services
Reliant Dental Partners Membership (See Attachment B)
Initial Fee (non-refundable onboarding fee): $0
Participation Fee (monthly fee): $199 per location
Method Procurement Platform (See Attachment C)
Monthly platform fee: included per location
The payment terms for each of the Service fees described above are set forth in the applicable Attachment.
This agreement ("Reliant Agreement") is a CONTRACT between you ("Member") and Reliant Dental Partners LLC, a Delaware limited liability company ("Reliant"). Member desires to participate in one or more of the group purchasing program(s) developed by Reliant (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 its 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 Reliant Agreement carefully before participating in any of the Programs. You agree to be bound by the terms of this Reliant Agreement if you participate in any of the Programs. If you do not agree to the terms of this Reliant Agreement, do not participate in any of the Programs. By participating in a Program, or by "clicking through" this Reliant Agreement, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS RELIANT 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 RELIANT 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 RELIANT 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 attached to the Reliant Agreement, are the only terms that govern the participation of the Member in the applicable Reliant Program. These Terms, the Program Terms, and all other applicable documents relating to each Program may be obtained directly from Reliant.
The Reliant 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, warranties, and communications, both written and oral.
No terms or conditions other than those that apply to the Reliant Agreement, as described above, will apply to the Reliant 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 Reliant, 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. 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 Reliant services or those of applicable Vendors requires access to Member's premises, systems, or other facilities, Reliant 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, practice, or third party. Member agrees to indemnify and hold Reliant 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 other opportunities or programs of Reliant. Member also acknowledges that Reliant negotiates and enters into agreements with Vendors on behalf of Participating Members according to Reliant's standard procedures. Member hereby authorizes Reliant to request and obtain from Vendors information concerning Member's purchasing history, both before and after the date of joining the Program, for use by Reliant for market analysis, as may be requested 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 Reliant's records. If required by applicable law or regulation, Reliant and Member agree to fulfill the obligations set forth in 42 U.S.C. § 1320a-7(b)(3)(A) of the Social Security Act and the regulations promulgated thereunder at 42 C.F.R. § 1001.952(h), and Member may have an obligation to report this discount to any state or federal program that provides cost- or charge-based reimbursement to Member for items to which the discounts apply.
4. No Guarantee. Reliant does not guarantee any specific terms and conditions in any Vendor contract or arrangement and does not promise or guarantee any specific outcomes. Reliant is neither a supplier nor a merchant of products offered under the Program, and does not own, control, or invest in any Vendors.
5. DISCLAIMER. RELIANT 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 OR 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. RELIANT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT DOES NOT EXCEED $10,000.00 EXCEPT IN THE EVENT OF RELIANT'S 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 [GOVERNING STATE, e.g., Florida]. 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 [COUNTY, STATE]. Member hereby waives any objection to jurisdiction or venue in such court or arbitration in [COUNTY, STATE].
9. Confidential Information. During the Term, Reliant 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 Reliant and is and shall remain the property of Reliant. 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 Reliant's business, services, or products that is confidential or proprietary in nature, including, without limitation, pricing information, supplier lists, and vendor lists.
10. Consent. By signing the Agreement, Member consents to allow Reliant to share Member's email address(es) with Reliant's vendors, so that these vendors may send Member vendor updates and offers, understanding that Member has the right to unsubscribe from specific vendor email lists pursuant to each vendor's email instructions.
11. Reimbursement. Member represents and warrants to Reliant that if Member bills amounts to Medicare, Medicaid, or other U.S. federal health care programs in connection with services to Member's patients, then:
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 Reliant 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, at its sole expense, with knowledgeable legal counsel regarding Member's rights, responsibilities, and liability relating to any items purchased through the Program.
Member acknowledges (i) that Reliant may receive payment of fees for administrative and other services provided by Reliant 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; and (iii) Reliant 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, in the aggregate, exceed three percent (3%) of the purchase price paid by a location. Reliant 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. Reliant shall disclose to the Secretary of the United States Department of Health and Human Services, upon request, the amount of GPO Fees received by Reliant 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 Reliant regarding such GPO Fees to each of its locations. Member authorizes Reliant to act as a purchasing agent of goods and services on behalf of Member. It is the intent of the undersigned and of Reliant that the fees and rebates be paid, collected, and reported in a manner consistent with the safe harbor for group purchasing organizations, set forth at 42 C.F.R. § 1001.952(j).
12. Entire Agreement. The Agreement and all Schedules, Exhibits, and any other documents incorporated herein by reference, constitute the sole and entire agreement of the parties 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 Reliant and Member, which shall be null and void upon execution of the Agreement.
13. 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 Reliant. 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.
14. 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.
15. Headings. The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.
16. 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 Reliant only if it has been approved by an authorized officer of Reliant. Except as otherwise set forth in the Agreement, no failure to exercise, or delay in exercising, any right, 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.
17. 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, the parties shall negotiate in good faith to modify the Agreement to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
18. 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.
19. Future Revisions. Reliant may make revisions to the Agreement from time to time and, if it does so, Reliant will provide 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 Reliant 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 one month (the "Initial Term"). Upon expiration of the Initial Term, the Agreement shall automatically renew 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 Reliant shall notify Vendors accordingly.
2. Fees. In consideration of the services provided, Member shall pay Reliant, on and as of the date of the Reliant Agreement (the "First Payment Date"), the Reliant Membership Initial Fee, and thereafter, the ongoing monthly Reliant Membership Participation Fee. The Reliant Membership Participation Fee shall be due and payable in equal monthly installments, in advance or on the subscription due date. The Member will be provided with any detail of the affiliated offices' participation fees, which are in addition to the Member's Reliant Membership Participation Fee. Reliant has the right to revise the Reliant Membership Participation Fee by providing Member with written notice thereof at least 60 days prior to any such increase.
ATTACHMENT C — Addendum to Reliant Participation Agreement (Method Procurement Platform)
This Addendum to the Reliant Participation Agreement (this "Addendum") supplements and amends the Reliant Participation Agreement (the "Agreement") by and between Reliant Dental Partners LLC ("Reliant") and the undersigned entity ("Member").
Recitals
The Agreement provides: (1) a group purchasing program for products and services, and (2) access to the Method procurement platform, operated by Method Procurement Technologies LLC ("Method"), which enables Member to place orders from major suppliers through a single ordering platform and unlock Reliant's negotiated discounts.
Method is a non-affiliated third-party technology provider. Reliant does not own, operate, or control the Method platform.
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 set forth in this Addendum and the Agreement, Member and Reliant agree as follows:
1. Method Procurement Platform Services. In addition to the Program, Member has retained Reliant to provide access to the Method procurement platform ("Method Services"), upon the terms and conditions set forth in this Agreement. All services and products provided in connection with the Method Services are provided "As-Is" without any warranty or indemnification from Reliant whatsoever. Reliant does not make, and hereby expressly disclaims, any warranties in connection with the Method Services. 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. Incorporation of Method's Terms of Service. Member acknowledges and agrees that Member's use of the Method platform is also governed by Method's own Terms of Service, Privacy Policy, and any other policies published by Method (collectively, the "Method Terms"), which are available at https://www.methodusa.com/terms-of-service and https://www.methodusa.com/privacy-policy, and are incorporated herein by reference.
By accessing or using the Method platform, Member signifies acceptance of the Method Terms in their entirety, including without limitation Method's provisions regarding account access, acceptable use, fees and payment, warranty disclaimers, limitation of liability, intellectual property and data ownership, binding arbitration, class action waiver, and governing law (Indiana). Member is responsible for reviewing Method's Terms directly and consulting Method's website for the most current version. In the event of any conflict between this Addendum and the Method Terms with respect to Member's direct use of the Method platform, the Method Terms shall govern Member's relationship with Method, and this Addendum shall govern Member's relationship with Reliant.
3. Data Sharing Acknowledgment. Member acknowledges and agrees that Method may collect, use, and share Member's transactional, purchasing, ordering, and usage data with Reliant for the purposes of administering the GPO Program, calculating and verifying Member savings, validating vendor performance, and reporting required under 42 C.F.R. § 1001.952(j). Member consents to this data sharing as a condition of participation in the Program and use of the Method Services. Additional details regarding Method's collection and use of data are set forth in the Method Terms.
4. Member Obligations. In connection with the receipt of the Method Services, Member shall: (i) grant Reliant and/or Method (collectively, the "Team") such access to Member's systems and other facilities as may reasonably be required for the purposes of performing the Method Services; (ii) cooperate fully with the Team in the provision of all Method Services; (iii) provide such Member materials and information as the Team may reasonably request in order to carry out the Method Services; and (iv) comply with all user obligations and acceptable use requirements set forth in the Method Terms.
5. Implementation and Utilization Conditions. Member shall: (i) schedule and implement the Method procurement platform within 90 days of the signed Agreement; and (ii) utilize the Method platform in practice after installation and training are completed.
If the office(s) has (have) a period of minimal use of the Method platform for a period greater than two (2) consecutive months, or does not schedule and implement the platform within 90 days of the signed Agreement, Reliant reserves the right to terminate the Member's procurement arrangement under the Reliant program. Upon such termination, Member may contract directly with Method at Method's then-current retail rates, subject to Method's standard Terms.
6. Fees. The monthly Method platform fee set forth in the Reliant Agreement is collected by Reliant on behalf of Method as part of Member's Reliant subscription. Member acknowledges that Method may, at its discretion, also bill Member directly for any additional services, upgrades, or products obtained outside the scope of the Reliant Program, in accordance with the fee terms set forth in the Method Terms.
7. DISCLAIMER. THE METHOD SERVICES ARE PROVIDED "AS-IS," WITHOUT A WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, RELIANT DOES NOT WARRANT THAT THE OPERATION OF SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. RELIANT PROVIDES SUCH SERVICES AS-IS, AND RELIANT MAKES NO WARRANTY WITH RESPECT TO SUCH SERVICES. WITHOUT LIMITING THE FOREGOING, RELIANT 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. ANY ADDITIONAL WARRANTIES AND DISCLAIMERS APPLICABLE TO THE METHOD PLATFORM ARE SET FORTH IN THE METHOD TERMS.
8. Venue; Governing Law. (a) Disputes between Member and Reliant arising out of or related to this Addendum shall be governed by, construed under, and enforced in accordance with the laws of the State of [GOVERNING STATE], and shall be presented and resolved in an appropriate court in [COUNTY, STATE]. Member hereby waives any objection to jurisdiction or venue in such court or arbitration in [COUNTY, STATE]. (b) Disputes between Member and Method arising out of or related to Member's direct use of the Method platform shall be governed exclusively by the dispute resolution, arbitration, governing law, and venue provisions set forth in the Method Terms (currently Indiana, Marion County, and subject to binding arbitration). Reliant is not a party to, and assumes no responsibility for, any dispute between Member and Method.
9. 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 with respect to the Method Services.
10. 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.
11. Entire Agreement. The Participation Agreement, as supplemented and amended by this Addendum, together with the Method Terms incorporated by reference herein, constitutes the entire understanding of the parties with respect to the subject matter hereof. All other prior agreements, representations, and understandings between the parties, whether oral or written, are deemed null and void, all of the foregoing having been merged within this Addendum, the Participation Agreement, and the Method Terms.
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