TruthMolar Terms and Conditions — Marketing Agencies

1. Definitions

1.1 Platform: the TruthMolar consumer service and the office, agency, and administrative applications operated by UDight LLC.

1.2 Office: one physical dental practice location, anchored to a record in the federal NPI registry.

1.3 Client Organization: a container created by Agency on the platform to hold one client's Offices, ledger, and settings.

1.4 Letter of Authorization ("LOA"): the fixed-template authorization, generated by the platform and signed by the Office's authorized signer, without which no Representation exists.

1.5 Representation: the platform relationship authorizing Agency to operate a Client Organization, created only by all of: a valid signed LOA, completion of the platform's verification checks, and TruthMolar's approval. Representation covers patient Introductions and their billing only. It never includes the Office's login. Public-profile control is addressed in Section 6.

1.6 Patient Introduction (or "Introduction"): the delivery, by text message and/or email, of a patient's contact details and requested treatment to an Office or its designated intake, at the patient's own request. Delivery of an Introduction is the only billing event on the platform.

1.7 Credit: prepaid dollars on a Client Organization's ledger, redeemable solely for Patient Introductions; no cash value, no interest, not transferable, not a deposit. Granted Credit is Credit issued without payment (promotions, gifts, goodwill, refund-returned credit); Purchased Credit is Credit Agency paid for.

2. Nature of the relationship

2.1 TruthMolar provides consumer education and Patient Introductions. TruthMolar does not evaluate, endorse, recommend, or select any Office for any patient; patients choose from neutral, labeled listings. TruthMolar is not a dental provider, not a referral service in the professional sense, and not a marketing agent of any Office or of Agency.

2.2 Agency is an independent contractor. Nothing here creates a partnership, joint venture, franchise, employment, or agency-in-law relationship between Agency and TruthMolar. Agency has no authority to bind TruthMolar, to speak for TruthMolar, or to hold itself out as TruthMolar, and shall not use TruthMolar's marks except as TruthMolar approves in writing.

2.3 No guarantees, no exclusivity from TruthMolar. TruthMolar makes no promise regarding Introduction volume, patient conversion, any client's visibility or placement, or any business outcome for Agency or its clients. TruthMolar may work with any agency, any office, and any channel, may enroll any office directly, and owes Agency no exclusivity, territory, priority, or minimum of any kind. Agency's appointment is non-exclusive in every direction that benefits TruthMolar.

2.4 Agency's clients are Agency's clients. Agency's commercial terms with its clients — what it charges them, what it promises them — are outside the platform and entirely Agency's responsibility. TruthMolar is not a party to them and owes Agency's clients nothing under them.

3. Authorization: the LOA is Agency's responsibility and warranty

3.1 Agency shall never enroll, attempt to enroll, fund, or operate any Office without a valid, current, signed LOA covering that Office. For every enrollment, Agency represents and warrants that: (a) the signer is authorized to bind the Office; (b) the signature is genuine and freely given; (c) the Office received and kept a copy; and (d) every statement Agency made to obtain it was accurate. Any misrepresentation in an enrollment, and any forged, expired, exceeded, or improperly obtained authorization, is a material breach.

3.2 Every enrollment additionally requires the platform's own checks, which TruthMolar sets and may change at its sole discretion — currently a business document, an automated website check, confirmation of the Office's practice phone number by TruthMolar's team, and TruthMolar's approval. TruthMolar may contact the Office directly before a Representation takes effect; a negative reply from the Office voids the enrollment regardless of any signature. TruthMolar may reject, hold, or condition any enrollment at its sole discretion. Passing checks creates no entitlement to approval.

3.3 One agency per Office at all times. Agency shall not solicit or accept a Representation of an Office it knows is represented by another agency until that representation has ended on the platform.

3.4 Term of authorization: three (3) months, no auto-renew. Each LOA runs for the term TruthMolar sets for new letters at signing (initially three months) from TruthMolar's approval. Nothing auto-renews. Renewal requires a fresh LOA freshly executed by the Office. On expiry or revocation, Agency's operation, funding, and charges stop the same day. The Office may revoke at any time, without reason, fee, or notice period, effective immediately; Agency acquires no right against TruthMolar or the Office from a revocation.

4. Payment: prepaid Credit only, sealed books

4.1 Prepaid only; never invoiced. All amounts owed by Agency are paid by card on file in advance. Agency is never invoiced and no credit terms exist, except any credit floor TruthMolar chooses to extend, any negative balance under which is a debt due on demand. An Introduction is delivered only against Credit already on the applicable ledger; delivery is the billing event, and the debit is final upon delivery subject only to Section 7.

4.2 Contract prices. Introduction prices for Agency's Client Organizations are contract prices set by TruthMolar and recorded on the platform, resolved most-specific-first (Office, then NPI, then Client Organization, then Agency default) at the moment of delivery, never retroactively. A missing contract price refuses activation; nothing falls back to public rates. TruthMolar may change contract prices prospectively under Section 12; a delivered Introduction is never repriced.

4.3 Sealed books. Prices between Agency and TruthMolar are confidential. Agency shall not disclose its TruthMolar prices, price structure, or margins to any Office, client, or third party. TruthMolar will not disclose Agency's prices to Offices within the platform's office-facing surfaces while a Representation stands. This is the full extent of TruthMolar's confidentiality undertaking; TruthMolar may disclose anything as required by law, to its advisers, processors, and service providers, in aggregate or de-identified form, and in enforcing these Terms. Agency's confidentiality obligations under this Section and Section 8 are unlimited in scope during the Terms and survive for five (5) years after they end (trade secrets: for as long as they remain trade secrets).

4.4 Pots never mix. Credit is held per Client Organization; every grant is tagged with its funder; Agency-funded and Office-funded Credit never commingle; each refunds only to its own funder. The payer of record per client decides whose ledger pays and which price book applies, resolved at delivery.

4.5 Refundability fixed at grant. Purchased Credit funded by Agency is refundable to Agency's card upon the ending of the applicable Representation or of these Terms, less any amounts Agency owes, which TruthMolar may set off. All Granted Credit is non-refundable, has no cash value, and expires ninety (90) days after grant; expired Credit is forfeited without compensation. No promotional credit, signup gift, bonus, or match of any kind is owed to Agency or to any Client Organization enrolled through Agency; any promotion TruthMolar chooses to run is discretionary and revocable until the Credit posts.

4.6 Cards, top-ups, chargebacks. Agency authorizes TruthMolar to charge its card for every top-up it initiates and, where automatic top-up is enabled, off-session per the configured threshold and amount. A failed top-up or empty ledger is a delivery hold, never a suspension, and creates no claim. Agency is liable for all chargebacks and their costs on Agency-funded charges — including chargebacks that originate in a dispute between Agency and its client — and a chargeback on a legitimately delivered Introduction is a material breach.

5. Scope of operation

5.1 Per active Representation, Agency may: fund Credit; set budgets, pacing, and quiet hours; direct where Introductions are delivered (its intake, the Office's front desk, or both); report and manage outcomes per Section 7; and view performance for that Client Organization.

5.2 Agency shall never: (a) access or attempt to access any Office's login or hold credentials to it — the Office's login is never part of any Representation; (b) redirect, suppress, or intercept account-critical notices, which the platform always sends directly to the Office; (c) offer, request, or accept anything of value to influence patient-facing rankings, comparisons, results, or content; (d) make any representation to any Office or patient about TruthMolar beyond what TruthMolar's published materials state.

5.3 Patient data. Introduction contact details are delivered solely for scheduling the requested visit for the enrolled Office. Agency shall not resell, rent, share, aggregate, retain beyond need, or otherwise commercialize patient data, shall not contact a patient for any other purpose, and shall honor every patient withdrawal (STOP) immediately, keeping no withdrawn contact in active use. TruthMolar maintains the suppression list of record. Agency has no access to patient clinical reports or estimates; the agency portal displays only the limited, masked patient fields the platform exposes. Agency is solely responsible for its own compliance with the TCPA, state telemarketing law, and privacy statutes in everything it does with delivered data.

5.4 Technical records. TruthMolar records the IP address, device and browser details, and time of every sign-in, acceptance of these Terms, submission, edit, and payment made through the platform, and keeps them as part of the account record for security, fraud prevention, dispute resolution, and compliance with law. Agency consents to this collection on behalf of itself and every user of its account.

6. Public profile: shared while represented

6.1 The Office always keeps the ability to view and edit its own public profile. While an active Representation covers an Office, Agency may also edit that profile alongside the Office; the Office's own access is never removed, and there is no separate designation step. All profile edits, whoever makes them, are subject to TruthMolar's review and may be rejected or unpublished at TruthMolar's sole discretion; the public page shows the last approved version.

6.2 Where Agency holds profile control, Agency warrants every submission is accurate, lawful, authorized by the Office, non-infringing, and compliant with dental advertising rules, and Agency's warranty is in addition to, not in place of, the Office's own obligations.

6.3 No co-branding: patient-facing surfaces never display Agency's name or marks, and Agency shall not represent otherwise to any client.

7. Outcomes, refunds, and reversals (as built)

7.1 The closed refund set. Refunds exist only for: wrong number, duplicate (same organization, same patient, within sixty (60) days of the last charged Introduction — delivered, never charged), out of area, service not offered. Nothing after delivery — no-shows, cancellations, declined treatment, client dissatisfaction — is grounds for a refund. Refunds return as Credit to the funding ledger, at most once per Introduction, never to a card except the end-of-Representation refund in Section 4.5.

7.2 A first-reported wrong number auto-refunds. Changing wrong_number to it_happened automatically re-debits the refunded amount, and the portal states this before the change is confirmed. Outcome changes through the agency portal are permitted within thirty (30) days of delivery, except a change to it_happened, which is always permitted. A recorded it_happened may be challenged only via a reversal request stating a reason, decided by TruthMolar in its sole discretion; TruthMolar's decision on any outcome, refund, or reversal is final. All outcome activity is recorded in an append-only history with actor, channel, time, and reason.

7.3 Outcome honesty. Recording outcomes Agency does not in good faith believe accurate — including systematic wrong-number reporting to harvest refunds — is gaming under Section 9 and a material breach.

8. Confidentiality (both ways, asymmetric by design)

8.1 Agency shall keep confidential all non-public information obtained through the platform: prices, price structures, contract terms, client ledgers, performance data, patient data, and platform internals. Agency may use it solely to perform under these Terms.

8.2 TruthMolar's confidentiality duties are limited to Section 4.3 (sealed books) and its published privacy commitments. TruthMolar owns and may freely use all aggregated, de-identified, and derived data from Agency's activity, enrollments, and outcomes.

9. The trust rules — contract terms

9.1 No payment, spend level, or commercial relationship affects patient-facing comparisons, verdicts, percentages, fee benchmarks, ratings, or the substance of what patients are shown. The only paid visibility TruthMolar may offer is placement that is always labeled as sponsored and never alters comparisons, verdicts, benchmarks, or ratings. Agency acknowledges TruthMolar's public trust commitments to patients and shall never promise any client otherwise.

9.2 Attempting to manipulate rankings, comparisons, reviews, outcome records, verification, benchmarks, or patient-facing data — directly, through a client, or through anyone else — is a material breach. TruthMolar may terminate for cause, and all Granted Credit across Agency's Client Organizations is forfeited immediately upon such termination. Purchased Credit remains refundable under Section 4.5 less amounts owed.

10. Suspension, freezing, termination

10.1 TruthMolar may decline, suspend, freeze, limit, or terminate Agency, any Representation, any Client Organization, or any user, at any time, at its sole discretion, with or without notice, for any reason or none — including forged or disputed authorization, client or patient complaints, chargebacks, misrepresentation to offices, suspected gaming, or legal or regulatory risk. During an Agency suspension: access is read-only, cards are not charged, pending enrollments are cancelled, and affected Offices are notified and given fifteen (15) days to arrange their own billing before delivery pauses.

10.2 On any ending of these Terms or of a Representation: Agency's operation, funding, and edits cease immediately; unused Purchased Credit Agency funded refunds per Section 4.5; delivery routing reverts to the Office; each affected Office keeps its verification, history, and profile; and Agency retains read-only access to ledgers and performance for its own period of representation only. Every Agency status change is recorded in an append-only audit log.

10.3 Either party may terminate these Terms at any time on notice; termination does not affect amounts owed, Section 4.5 refunds, or surviving obligations. One written appeal of a suspension is available; TruthMolar answers within five (5) business days; the decision on appeal is final.

11. Intellectual property, feedback, no scraping

11.1 The platform, software, designs, marks, benchmarks, statistics, and all aggregated, derived, and de-identified data are TruthMolar's exclusive property. Agency receives only a limited, revocable, non-transferable, non-sublicensable right to use the agency-facing platform for its authorized Representations, and no other right or license.

11.2 Agency grants TruthMolar a non-exclusive, worldwide, royalty-free license to host, reproduce, display, and adapt content Agency submits, for operating, providing, securing, and improving the platform; for published profile content the license survives as to copies already distributed and cached.

11.3 Feedback is assigned to TruthMolar upon submission and may be used without restriction or compensation.

11.4 Agency shall not scrape, crawl, bulk-extract, mirror, probe, decompile, or reverse engineer the platform or its data, build or train any competing product or dataset from it, attempt to re-identify any individual, or access the platform other than through interfaces TruthMolar provides.

12. Changes

12.1 TruthMolar may modify the platform, contract prices, the refund set, features, and these Terms at any time, prospectively only — never repricing a delivered Introduction or re-characterizing Credit already granted. Material changes are notified at least fourteen (14) days in advance; continued use after the effective date is acceptance; Agency's sole alternative is to terminate under Section 10.3 before the change takes effect. Price changes for a specific Client Organization take effect per the platform's price-book mechanics and apply only to future deliveries.

13. Warranties by Agency; disclaimers by TruthMolar

13.1 Agency represents and warrants, continuously: it is duly organized and in good standing; it has and maintains every registration or license its own business requires; every LOA it submits satisfies Section 3.1; every statement it makes to Offices about the platform is accurate; and its performance complies with all applicable law, including telemarketing, privacy, advertising, and fee-splitting/anti-kickback law.

13.2 THE PLATFORM AND EVERY INTRODUCTION ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION. TRUTHMOLAR DOES NOT WARRANT ESTIMATES, EXTRACTIONS, STATISTICS, PATIENT-SUPPLIED INFORMATION, OR THAT ANY PATIENT WILL RESPOND, BOOK, SHOW, OR PROCEED. The platform uses generative AI whose output can be inaccurate, incomplete, or wrong; estimates printed on Introductions are statistical, not clinical, and Agency shall not represent them otherwise to any client.

14. Indemnification by Agency

14.1 Agency will defend, indemnify, and hold harmless TruthMolar, UDight LLC, and their members, managers, officers, employees, and agents from and against all claims, damages, penalties, fines, and costs (including reasonable attorneys' fees) arising from or relating to: (a) any claim by any Agency client or prospective client, including over authorization, enrollment, billing, pricing, or Agency's promises; (b) any claim by any patient arising from Agency's or its clients' handling of Introduction data or outreach, including TCPA and telemarketing claims; (c) any defective, forged, exceeded, or misrepresented LOA; (d) content Agency submitted; (e) the conduct of Agency's personnel and, to the extent arising from the Representation, of its clients within the platform; (f) Agency's breach of these Terms or violation of law; and (g) chargebacks and payment disputes on Agency-funded charges — except in each case to the extent finally adjudicated to result solely from TruthMolar's willful misconduct. This obligation survives termination.

15. Limitation of liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) TRUTHMOLAR IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, CLIENTS, GOODWILL, OR DATA, HOWEVER ARISING — INCLUDING FROM ANY SUSPENSION, TERMINATION, REVOCATION, DELIVERY HOLD, OR PRICE CHANGE; (b) TRUTHMOLAR'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS IS LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS AGENCY ACTUALLY PAID TRUTHMOLAR IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. The Section 4.5 refund of unused Purchased Credit is a refund obligation, not damages, and does not raise the cap. These limits apply regardless of theory and even if a remedy fails of its essential purpose. Nothing limits liability that cannot lawfully be limited.

16. Dispute resolution — individual arbitration

16.1 Before filing anything, the complaining party must send a written description of the dispute and allow thirty (30) days to resolve it informally.

16.2 Any dispute arising out of or relating to these Terms or the platform shall be resolved by final, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, seated in Boston, Massachusetts, in English; judgment on the award may be entered in any competent court. Either party may bring an individual claim in small claims court, and TruthMolar may seek injunctive relief in court for violations of Sections 4.3, 5.3, 8, 9, or 11.

16.3 Class waiver. All disputes proceed individually only; no class, collective, consolidated, or representative action, and no consolidation of arbitrations across agencies or clients. If this waiver is held unenforceable as to a claim, that claim proceeds in court and the rest remain in arbitration.

16.4 These Terms are governed by the laws of the Commonwealth of Massachusetts, excluding conflict rules; for anything not arbitrable, exclusive venue is the state and federal courts of Suffolk County, Massachusetts.

17. General

17.1 Assignment. Agency may not assign these Terms, any Representation, or any Credit without TruthMolar's prior written consent (a change of control of Agency counts as an assignment); any attempt is void. TruthMolar may assign freely, including to an affiliate or acquirer.

17.2 Non-disparagement. Agency shall not make false or misleading public statements about TruthMolar and shall not induce clients to do so. Truthful statements and statements to regulators or in proceedings are never restricted.

17.3 Notices. To Agency: the email on file, effective when sent. To TruthMolar: [EMAIL].

17.4 Entire agreement; order of precedence. These Terms, referenced policies, each LOA, and the platform's recorded price books are the entire agreement. An LOA controls only for the representation matters it addresses; nothing in any LOA enlarges Agency's rights against TruthMolar.

17.5 Severability; waiver; survival. Unenforceable provisions are reformed minimally; the rest stands; no waiver is implied. Sections 2.4, 3.1, 4.3–4.5, 5.3, 7, 8, 9.2, 10.2, 11, 13.2, 14, 15, 16, and 17 survive termination.

17.6 Force majeure; electronic execution. TruthMolar is not liable for delay or failure from events beyond its reasonable control. These Terms may be accepted and executed electronically.