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Congratulations on taking the first step toward becoming a 1Dental Broker!
We’re sending the requested information to the email address you provided.
Because 1Dental plans are not insurance – they can do things that traditional dental insurance cannot.
You can use a 1Dental plan to save on ALL the care you need.
We don’t like these fees either (which is why we only charge them at setup and not at renewal), but they help us cover administrative expenses so we can keep plan prices as low as possible.
Brokers earn 100% of all setup fees from plans sold through your personalized selling website.
1Dental (Qualbe) Seller Agreement
SELLER AGREEMENT
THIS SELLER AGREEMENT (this “Agreement”) is made this ___ day of ____________, 20__ by and between [NAME OF SELLER] (“Seller”), and 1Dental (Qualbe Marketing Group, LLC), a Texas limited liability company (“Qualbe”).
RECITALS
WHEREAS, Qualbe markets dental and other healthcarebenefit plans to individual consumers, groups, and/or other entities such as Seller; and
WHEREAS, Careington International Corp. (“Careington”) is in the business of establishing, building, consolidating, marketing and administering dental plans and other benefits through its own network of dentists and through agreements with other companies and distributors of healthcare benefit plans, products and services (each a “Benefit Provider”); and
WHEREAS, Careington and Qualbe have entered into an agreement whereby Qualbe will market approved single or multi-benefit plans (each a “Benefits Plan”); and
WHEREAS, Qualbe desires Seller to market Benefit Plans on Qualbe’s behalf to individuals who meet the eligibility criteria under the Benefits Plan and are not delinquent in their payment obligations (each a “Member”);
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, Seller and Qualbe hereby agree as follows:
1. Obligations of Seller.
(a) Seller shall market the Benefits Plan to groups and individuals. Seller shall only charge retail fees for the Benefits Plan that are approved by Careington and shall only market the Benefits Plan in states that are approved by Careington. Seller shall bear all costs related to the marketing and sale of the Benefits Plan. The Benefits Plan shall not be combined with, offered for sale with, or incorporated into any other product or service without Careington’s prior written approval.
(b) Seller shall comply with all applicable laws, rules and regulations in connection with the performance of obligations on the part of Seller as contemplated hereunder.
(c) If Seller utilizes inbound or outbound telemarketing to solicit prospective members or enroll Members, Seller shall digitally record each phone call in its entirety. Seller shall provide Qualbe a copy of any phone recordings within three (3) days from request. Seller shall not contract with another entity to conduct telemarketing without Careington’s prior written approval. Seller is solely responsible for compliance with any federal or state telemarketing laws.
2. Materials. Any costs for the production and distribution of any materials describing or referring to the Benefits Plan shall be the responsibility of Seller. Seller shall submit to Qualbe any marketing or membership materials, including but not limited to printed materials, telephone scripts, and electronic media, that will be used to solicit or will be provided to Members or prospective members, which refer to or describe (i) the Benefits Plan, (ii) any Benefit Provider, (iii) any service administered by Careington, or (iv) any benefits to be provided in conjunction with the Benefits Plan. Seller shall not use any marketing or membership materials to market or describe the Benefits Plan alone or in conjunction with other benefits without Careington’s prior written approval. If Seller intends to use marketing or membership materials in a language other than English, Seller shall provide Qualbe with a certified translation of such materials. Careington shall have fifteen (15) business days to review, edit or approve such materials.
3. Qualbe Administrative Services. Qualbe shall perform all enrollment of Members and all billing, whether through preauthorized checking account withdrawals, credit card or other means. Qualbe shall maintain and update a list of current Members showing such Members’ names, telephone numbers and mailing addresses. Qualbe shall provide Members identification cards identifying that such Member is a participant in the Benefits Plan in addition to pertinent telephone numbers for access to customer service and other benefits provided under the Benefits Plan. Qualbe shall maintain toll-free telephone lines for use by Members for inquiries regarding the benefits associated with the Benefits Plan.
4. Commission. For each active individual Member referred by Seller on whose behalf Qualbe receives and does not refund payment for the Benefits Plan, Qualbe agrees to pay Seller the commission set forth on Schedule 1 of the Agreement. Qualbe shall pay Seller all amounts due on a monthly basis within sixty (60) days following the end of each month. This provision shall survive termination of this Agreement.
5. Confidentiality.
(a) In performing its obligations pursuant to this Agreement, each party may have access to and receive disclosure from the other of certain proprietary and confidential information, including, but not limited to, financial records, technological developments, marketing strategies, Member lists, participating provider lists, employee lists, and other information considered by the disclosing party to be confidential and proprietary (herein collectively referred to as “Confidential Information”). For purposes of this Section, the financial terms of this Agreement are Confidential Information of each party. Confidential Information does not include: (i) information learned from a third party entitled to disclose it and who is not in violation of a contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes known publicly through no fault of either party or, (iii) information already known by either party prior to disclosure from the other party, as shown by the receiving party’s records.
(b) Each party shall receive Confidential Information in confidence, shall use it solely for the purpose of and as necessary to fulfill its obligations under this Agreement and shall not reveal it to any third party, other than a corporate affiliate, without the express written consent of the other party. Each party shall take appropriate measures to prevent its agents, employees and officers and directors from using or disclosing any Confidential Information, except as is expressly permitted under this Agreement. All documents supplied to one party (the “Disclosing Party”) to the other (the “Recipient”), including all copies or reproductions thereof, shall be returned to the Disclosing Party at the Disclosing Party’s request.
(c) In the event that the Recipient or anyone to whom the Recipient transmits the Confidential Information becomes legally compelled to disclose the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient shall cooperate with the Disclosing Party in its efforts to obtain such remedies. In the event that the Recipient is legally obligated to disclose any Confidential Information, the Recipient shall furnish only the portion of the Confidential Information that is legally required and will exercise its reasonable best efforts to assure that confidential treatment will be accorded the Confidential Information.
(d) The provisions of this Section shall survive termination of this Agreement.
6. Non-Solicitation; Non-Circumvention.
(a) During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, Seller shall not, directly or indirectly, through or on behalf of itself or any other entity or individual, solicit, or attempt to solicit, any Careington dentist to provide goods or services to any Member or to contract with or join any panel or network.
(b) During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, neither Seller nor any of its Marketing Representatives shall, either directly or indirectly attempt in any manner to commercially circumvent, avoid, bypass, Qualbe in any transaction with any of Careington’s Benefit Providers in an effort to avoid the payment of, or decrease the amount of, fees or other compensation which would have otherwise been payable to Qualbe had Seller or the Marketing Representative included Qualbe in the transaction.
(c) At no time shall Seller contract with, or attempt to contract with, any third party to provide such third party any or all of the services or benefits provided in the Benefits Plan on a wholesale basis for resale by such third party.
(d) The provisions of this Section shall survive termination of this Agreement.
7. Independent Relationship. No provision of this Agreement creates any relationship between Seller and Qualbe other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. The parties hereto are not and shall not be deemed for any purpose to be agents, joint venturers or partners. Neither party is authorized to act as agent for the other, to take any action or make any representation in the name of the other, or to represent that it has the power or authority to do so. Neither of the parties nor any of their respective officers, directors, or employees shall hold themselves out as the employee, partner, officer, director or agent of the other party and shall not be deemed or construed to be an employee, partner, officer, director or agent of the other party.
8. Regulatory Requirements. Seller shall identify and comply with, at its own expense, all laws, rules, regulations, policies and orders applicable to marketing the Benefits Plan including, without limitation, any applicable registration or licensing requirements. Seller shall immediately notify Qualbe in writing if any license or registration held by Seller is suspended, revoked or otherwise restricted, or if any license or registration application submitted by Seller is denied. Upon request by Qualbe, Seller shall provide Qualbe with evidence of any applicable license or registration.
9. Term. This Agreement shall be effective as of the day and year first written above and shall continue for an initial term of two (2) years (the “Initial Term”), unless sooner terminated pursuant to the terms stated below. Upon the expiration of the Initial Term, this Agreement shall automatically renew for subsequent periods of one (1) year each, unless a written notice to the contrary is provided by Seller at least ninety (90) days prior to the expiration of the then existing term. Qualbe may terminate this Agreement without cause upon not less than thirty (30) days prior written notice to Seller.
10. Advertising Reference; Tradenames. No advertising, promotional, or other materials using the name, address, telephone number, description, facilities and/or services of Qualbe or Careington shall be released without Qualbe or Careington’s prior written consent. Neither party hereto obtains by virtue of this Agreement any rights in nor shall it use any trademark, service mark, logo, or other proprietary designation or intellectual property of any type in which the other party or any of its affiliates has an ownership or licensee interest.
11. Indemnity.
(a) Each party shall and does hereby indemnify and hold harmless the other party and its affiliates and each of their officers, directors, employees, agents, and representatives, from and against any and all claims and demands of every kind and nature asserted by a third party, whether groundless or otherwise, including, but not limited to, any and all actions, causes of action, suits, judgments, controversies, losses, damages, costs, liens, charges, court costs, reasonable attorney’s fees, payments, penalties, liabilities and expenses, occasioned by, resulting from, arising out of, related to, or in connection with any act or omission of the indemnifying party, its employees, officers, directors, agents or representatives, or any of them, in performance of this agreement, including, but not limited to, failure of the indemnifying party to comply with the terms of this Agreement. Neither party will settle an indemnified claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed.
(b) The provisions of this Section shall survive termination of this Agreement.
12. Insurance. Seller shall maintain and provide proof, upon request, of such insurance policies or program of self-insurance as are reasonable to insure itself and Qualbe from any and all claims resulting from any action taken or failure to act by the insured party or its employees or agents pursuant to this Agreement. Seller shall provide Qualbe with a copy of its insurance certificates by the effective date of this Agreement, and shall notify Qualbe immediately if any such policies lapse or are terminated or if any coverage amount is reduced.
13. Limitation on Damages. Neither party nor any of its affiliates shall be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits, arising out of or related to this Agreement, its performance hereunder or its breach of a covenant or representation made hereunder, even if it is advised of the possibility of any such damages.
14. Notices. Any notice to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered upon personal delivery against written receipt or when mailed by certified mail with return receipt requested and postage prepaid to the receiving party at such party’s address set forth on the signature page of this Agreement, which address for notice may be changed by either party by written notice under this Agreement.
15. Amendments. Except as otherwise provided in this Agreement, no amendment shall become effective unless and until it is reduced to writing and signed by Qualbe and Seller.
16. No Third Party Beneficiaries. This Agreement is entered into by and between Qualbe and Seller and for their sole benefit. There is no intent by either party to create or establish third party beneficiary status or rights or their equivalent in any Member or other party that may be affected by the operation of this Agreement.
17. Nonassignability. Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided however, that no such consent shall be required in the event of inheritance, or an assignment to a parent, subsidiary or affiliate of Qualbe. Subject to the foregoing, the provisions of this Agreement shall be binding upon the parties to this Agreement and their respective heirs, successors and assigns. Any attempted assignment in violation of this Section shall be of no force or effect.
18. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas.
19. Severance of Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision has never comprised a part hereof and the remaining provisions shall remain in force and effect, unaffected by such severance.
20. Waiver. The waiver by either Qualbe or Seller of any breach of any provision, warranty, or representation set forth in this Agreement shall not be construed as a waiver of any subsequent breach. Further, failure to exercise any right hereunder shall not operate as a waiver of such right and all rights and remedies provided for herein are cumulative.
21. Counterparts. This Agreement may be executed in separate identical counterparts, each of which when taken together shall constitute one and the same instrument.
Careington Seller Agreement
Updated: 09/10/2015
SELLER AGREEMENT
THIS SELLER AGREEMENT (this “Agreement”) is made this ___ day of ____________, 20__ by and between [NAME OF SELLER] (“Seller”), and CAREINGTON INTERNATIONAL CORPORATION, a Texas corporation (“Careington”).
RECITALS
WHEREAS, Careington is in the business of establishing, building, consolidating, marketing and administering discount dental plans and other health and non-health benefits through its own network of dentists and through agreements with other companies and distributors of healthcare benefit plans, products and services (each a “BenefitProvider”); and
WHEREAS, Careington has created single and multi-benefit plans (each a “Benefits Plan”); and
WHEREAS, Seller is an individual or entity that markets dental and other health care benefit plans to individual consumers, groups, and/or other entities and desires to market Benefit Plans to individuals who meet the eligibility criteria under the Benefits Plan and are not delinquent in their payment obligations (each a “Member”);
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, Seller and Careington hereby agree as follows:
1. Obligations of Seller.
(A) Seller shall market the Benefits Plan as described on Schedule 1. Seller shall only charge retail fees for the Benefits Plan that are approved by Careington and shall only market the Benefits Plan in states that are approved by Careington. Seller shall bear all costs related to the marketing and sale of the Benefits Plan. The Benefits Plan shall not be combined with, offered for sale with, or incorporated into any other product or service without Careington’s prior written approval.
(B) Seller shall comply with all applicable laws, rules and regulations in connection with the performance of obligations on the part of Seller as contemplated hereunder.
(C) If Seller utilizes inbound or outbound telemarketing to solicit prospective members or enroll Members, Seller shall digitally record each phone call in its entirety. Seller shall provide Careington a copy of any phone recordings within three (3) days from request. Seller shall not contract with another entity to conduct telemarketing without Careington’s prior written approval. Seller is solely responsible for compliance with any federal or state telemarketing laws.
2. Materials. Any costs for the production and distribution of any materials describing or referring to the Benefits Plan shall be the responsibility of Seller. Seller shall submit to Careington any marketing or membership materials, including but not limited to printed materials, telephone scripts, and electronic media, that will be used to solicit or will be provided to Members or prospective members, which refer to or describe (i) the Benefits Plan, (ii) any Benefit Provider, (iii) any service administered by Careington, or (iv) any benefits to be provided in conjunction with the Benefits Plan. Seller shall secure Careington’s express written approval of all marketing or membership materials prior to using them to market or describe the Benefits Plan alone or in conjunction with other benefits. If Seller intends to use marketing or membership materials in a language other than English, Seller shall provide Careington with a certified translation of such materials. Careington shall have fifteen (15) business days to review, edit or approve such m
3. Careington Administrative Services. Careington shall perform all enrollment of Members and all billing, whether through preauthorized checking account withdrawals, credit card or other means. Careington shall maintain and update a list of current Members showing such Members’ names, telephone numbers and mailing addresses. Careington shall provide Members identification cards identifying that such Member is a participant in the Benefits Plan in addition to pertinent telephone numbers for access to customer service and other benefits provided under the Benefits Plan. Careington shall maintain toll-free telephone lines for use by Members for inquiries regarding the benefits associated with the Benefits Plan.
4. Commission. For each active individual Member referred by Seller on whose behalf Careington receives and does not refund payment for the Benefits Plan, Careington agrees to pay Seller the commission set forth on Schedule 1 of the Agreement. Careington shall pay Seller all amounts due on a monthly basis within sixty (60) days following the end of each month.
5. Confidentiality.
(A) In performing its obligations pursuant to this Agreement, each party may have access to and receive disclosure from the other of certain proprietary and confidential information, including, but not limited to, financial records, technological developments, marketing strategies, Member lists, participating provider lists, employee lists, and other information considered by the disclosing party to be confidential and proprietary (herein collectively referred to as “Confidential Information”). For purposes of this Section, the financial terms of this Agreement are Confidential Information of each party. Confidential Information does not include: (i) information learned from a third party entitled to disclose it and who is not in violation of a contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes known publicly through no fault of either party or, (iii) information already known by either party prior to disclosure from the other party, as shown by the receiving party’s records.
(B) Each party shall receive Confidential Information in confidence, shall use it solely for the purpose of and as necessary to fulfill its obligations under this Agreement and shall not reveal it to any third party, other than a corporate affiliate, without the express written consent of the other party. Each party shall take appropriate measures to prevent its agents, employees and officers and directors from using or disclosing any Confidential Information, except as is expressly permitted under this Agreement. All documents supplied to one party (the “Disclosing Party”) to the other (the “Recipient”), including all copies or reproductions thereof, shall be returned to the Disclosing Party at the Disclosing Party’s request.
(C) In the event that the Recipient or anyone to whom the Recipient transmits the Confidential Information becomes legally compelled to disclose the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient shall cooperate with the Disclosing Party in its efforts to obtain such remedies. In the event that the Recipient is legally obligated to disclose any Confidential Information, the Recipient shall furnish only the portion of the Confidential Information that is legally required and will exercise its reasonable best efforts to assure that confidential treatment will be accorded the Confidential Information.
(D) The provisions of this Section shall survive termination of this Agreement.
6. Non-Solicitation; Non-Circumvention.
During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, Seller shall not, directly or indirectly, through or on behalf of itself or any other entity or individual, solicit, or attempt to solicit, any Careington dentist to provide goods or services to any Member or to contract with or join any panel or network.
During the term of this Agreement, Seller shall not knowingly solicit or sell the Benefits Plan to any member of another Careington benefits plan.
During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, neither Seller nor any of its Marketing Representatives shall, either directly or indirectly attempt in any manner to commercially circumvent, avoid, bypass, Careington in any transaction with any of Careington’s Benefit Providers in an effort to avoid the payment of, or decrease the amount of, fees or other compensation which would have otherwise been payable to Careington had Seller or the Marketing Representative included Careington in the transaction.
During the term of this Agreement, Seller shall not contract with, or attempt to contract with, any third party to provide such third party any or all of the services or benefits provided in the Benefits Plan on a wholesale basis for resale by such third party.
The provisions of this Sectionshall survive termination of this Agreement.
7. Independent Relationship. No provision of this Agreement creates any relationship between Seller and Careington other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. The parties hereto are not and shall not be deemed for any purpose to be agents, joint venturers or partners. Neither party is authorized to act as agent for the other, to take any action or make any representation in the name of the other, or to represent that it has the power or authority to do so. Neither of the parties nor any of their respective officers, directors, or employees shall hold themselves out as the employee, partner, officer, director or agent of the other party and shall not be deemed or construed to be an employee, partner, officer, director or agent of the other party.
8. Regulatory Requirements. Seller shall identify and comply with, at its own expense, all laws, rules, regulations, policies and orders applicable to marketing the Benefits Plan including, without limitation, any applicable registration or licensing requirements. Seller shall immediately notify Careington in writing if any license or registration held by Seller is suspended, revoked or otherwise restricted, or if any license or registration application submitted by Seller is denied. Upon request by Careington, Seller shall provide Careington with evidence of any applicable license or registration.
9. Term. This Agreement shall be effective as of the day and year first written above and shall continue for an initial term of two (2) years (the “Initial Term”), unless sooner terminated pursuant to the terms stated below. Upon the expiration of the Initial Term, this Agreement shall automatically renew for subsequent periods of one (1) year each, unless a written notice to the contrary is provided by Seller at least ninety (90) days prior to the expiration of the then existing term. Careington may terminate this Agreement without cause upon not less than thirty (30) days prior written notice to Seller.
10. Advertising Reference; Tradenames. No advertising, promotional, or other materials using the name, address, telephone number, description, facilities and/or services of Careington shall be released without Careington’s prior written consent. Neither party hereto obtains by virtue of this Agreement any rights in nor shall it use any trademark, service mark, logo, or other proprietary designation or intellectual property of any type in which the other party or any of its affiliates has an ownership or licensee interest.
11. Indemnity.
Each party shall and does hereby indemnify and hold harmless the other party and its affiliates and each of their officers, directors, employees, agents, and representatives, from and against any and all claims and demands of every kind and nature asserted by a third party, whether groundless or otherwise, including, but not limited to, any and all actions, causes of action, suits, judgments, controversies, losses, damages, costs, liens, charges, court costs, reasonable attorney’s fees, payments, penalties, liabilities and expenses, occasioned by, resulting from, arising out of, related to, or in connection with any act or omission of the indemnifying party, its employees, officers, directors, agents or representatives, or any of them, in performance of this agreement, including, but not limited to, failure of the indemnifying party to comply with the terms of this Agreement. Neither party will settle an indemnified claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed.
The provisions of this Section shall survive termination of this Agreement.
12. Insurance. Seller shall maintain and provide proof, upon request, of such insurance policies or program of self-insurance as are reasonable to insure itself and Careington from any and all claims resulting from any action taken or failure to act by the insured party or its employees or agents pursuant to this Agreement. Seller shall provide Careington with a copy of its insurance certificates by the effective date of this Agreement, and shall notify Careington immediately if any such policies lapse or are terminated or if any coverage amount is reduced.
13. Limitation on Damages. Neither party nor any of its affiliates shall be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits, arising out of or related to this Agreement, its performance hereunder or its breach of a covenant or representation made hereunder, even if it is advised of the possibility of any such damages.
14. Notices. Any notice to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered upon personal delivery against written receipt or when mailed by certified mail with return receipt requested and postage prepaid to the receiving party at such party’s address set forth on the signature page of this Agreement, which address for notice may be changed by either party by written notice under this Agreement.
15. Amendments. Except as otherwise provided in this Agreement, no amendment shall become effective unless and until it is reduced to writing and signed by Careington and Seller.
16. No Third Party Beneficiaries. This Agreement is entered into by and between Careington and Seller and for their sole There is no intent by either party to create or establish third party beneficiary status or rights or their equivalent in any Member or other party that may be affected by the operation of this Agreement.
17. Nonassignability. Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided however, that no such consent shall be required in the event of an assignment to a parent, subsidiary or affiliate of Careington. Subject to the foregoing, the provisions of this Agreement shall be binding upon the parties to this Agreement and their respective successors and assigns. Any attempted assignment in violation of this Section shall be of no force or effect.
18. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas.
19. Severance of Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision has never comprised a part hereof and the remaining provisions shall remain in force and effect, unaffected by such severance.
20. Waiver. The waiver by either Careington or Seller of any breach of any provision, warranty, or representation set forth in this Agreement shall not be construed as a waiver of any subsequent breach. Further, failure to exercise any right hereunder shall not operate as a waiver of such right and all rights and remedies provided for herein are cumulative.
21. Counterparts. This Agreement may be executed in separate identical counterparts, each of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, undersigned have executed this agreement as of the date first written above.
Name of Seller [________________________________]
By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [________________________________]
Address for Notice: [________________________________]
Careington International Corporation
By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [________________________________]
Address for Notice: 7400 Gaylord Parkway 3rd Floor Frisco, TX 75034
SCHEDULE 1
Commission, Benefits Plan, and Retail Fees
Note: Commission applies to periodic membership fees, not to application or enrollment fees
1Dental – Marketing Partner Guidelines
ABOUT 1Dental
Since 1997, 1Dental has been dedicated to improving the dental health and well-being of individuals and families with innovative products and services designed to meet the needs of our clients and their customers.
The 1Dental brand is owned by Qualbe Marketing Group, LLC.
REGULATIONS & GUIDELINES
Any third party who is marketing on behalf of 1Dental or selling 1Dental’s products is prohibited from marketing and/or selling 1Dental’s products unless they have demonstrated full compliance with these Guidelines.
The Guidelines are intended to facilitate compliance with relevant federal and state laws and regulations including, but not limited to:
• Section 5 of the FTC Act
• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sale Rule
• State telemarketing laws
• State laws governing Discount Medical Plan Organizations (DMPO)
The Guidelines also include best practices that may impose requirements that exceed those mandated by federal and/or state law.
Any Partner who violates applicable laws and/or these Guidelines, as determined by 1Dental, shall be subject to suspension or termination of the parties’ underlying Agreement.
BASIC REQUIREMENTS
Partners who market 1Dental’s products shall:
• Comply with all relevant laws and regulations.
• Conduct business solely using their own legal name and/or a registered fictitious (d/b/a) name that has been provided to 1Dental in writing.
• Not refer to 1Dental’s discount medical plans as insurance or imply that such plans are insurance products.
• Obtain all required licenses and registrations to sell discount medical plans.
• Post a privacy policy on all websites disclosing what personally identifiable information (PII) the Partner collects, how it is used and under what circumstances it is shared with third parties.
• The privacy policy shall meet the requirements set forth in California’s Online Privacy Protection Act (Cal Bus & Prof Code § 22575 et seq.)
• Protect consumers’ PII and maintain a written information security program (ISP) containing appropriate administrative, technical and physical safeguards.
• Not use high pressure sales tactics or engage in unfair or deceptive practices during sale presentations.
• Notify 1Dental within 7 days of any complaint, lawsuit, investigation or subpoena received.
• Partner must provide a copy or a summary of the complaint (if received verbally), including:
• Contact information for the person making the complaint
• A description of the underlying issue(s)
• What was done to resolve the issue(s)Partners who market 1Dental’s products shall:
• Allow 1Dental to perform a compliance audit on its marketing and sales practices.
• Partners shall provide reasonable access to their policies, procedures and business records upon reasonable notice.
• Not utilize any marketing materials without written approval from 1Dental. This includes, but is not limited to:
• Mailers
• Emails
• Radio
• Television ads
• Online ads
• Resubmit marketing pieces to 1Dental for approval if any changes are made to previously approved pieces.
• Not use any deceptive or misleading marketing materials.
• Substantiate all claims made in an advertisement at the time they are made.
• Retain all information, documents or records necessary to substantiate such claims.
• Include mandatory disclosures in all marketing materials.
• Not use the word “Free” or similar words in marketing materials unless all terms and conditions of the offer are clearly and conspicuously disclosed, and the offer meets the requirements outlined in the Federal Trade Commission’s “Guide Concerning Use of the Word ‘Free’ and Similar Representations” (16 C.F.R. § 251.1).
• Meet the principles set forth in the Federal Trade Commission’s .Com Disclosures guidance document when using online or mobile advertising.
• Meet all requirements set forth under the CAN- SPAM Act (15 U.S.C. § 7701et seq.; 16 C.F.R. § 316.1 et seq.) when using email advertisements, including, but not limited to:
• Accurate header information
• Accurate subject lines
• Identification as an advertisement
• Inclusion of physical address
• A clear opt-out message allowing the recipient to opt-out of all commercial emails
TELEMARKETING
The 1Dental plan is typically sold by a broker to their clients as an additional product offering.
We highly discourage telemarketing and rarely approve of this method of marketing, as defined by the following:
• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sale Rule
• State telemarketing laws
All potential telemarketing campaigns must receive prior approval by 1Dental:
• We require all Telemarketing campaigns to be communicated to 1Dental and approved in writing by 1Dental.
• The following pages outline, but are not limited, by the requirements of a telemarketing campaign
*Not all states recognize exemptions equally, so Partners must seek legal counsel to analyze each state’s laws and exemptions prior to beginning a marketing campaign in a state
TELEMARKETING REQUIREMENTS
Partners who conduct inbound or outbound telemarketing, including those with both a customer service and marketing component, shall:
• Only make outbound telemarketing calls to a consumer who IS NOT on the National Do Not Call (DNC) Registry or state DNC list OR who falls under an exemption. *
• Retain and produce, upon request, substantiation of each exemption relied upon to make an outbound call.
Some possible exemptions are:
• Consumer gave “express written consent” for solicitation calls (consumer’s telephone number and signature on an agreement with a clearly and conspicuously disclosed purpose).
• Partner has an “established business relationship” (EBR) with the consumer.
*Not all states recognize exemptions equally, so Partners must seek legal counsel to analyze each state’s laws and exemptions prior to beginning a marketing campaign in a state
• Implement policies, procedures, and training to honor company specific DNC requests made by consumers during campaigns.
• DNC Requests Made to Vendors: Partner’s internal DNC list shall include the number for each consumer who made a DNC request during campaigns conducted by approved third parties (if any).
• An internal DNC request shall be processed and honored (no calls to the number in question) no later than 7 calendar days from the date of the request. Numbers remain on each Partner’s internal DNC list permanently.
• Sharing DNC Requests with 1Dental: Marketing partners are not permitted to conduct telemarketing campaigns as a vendor of 1Dental.
• Partner may not use 1Dental’s name during any telemarketing campaigns without written approval.
• All internal DNC requests received during Partner’s own telemarketing campaign will be made available to 1Dental upon request.
• An internal DNC request from a consumer negates any state or federal exemption that might otherwise allow the Partner to call the consumer.
• Adopt and implement a written DNC Policy and written DNC Procedures.
• All employees and agents engaging in telemarketing shall be trained on the policy and procedures.
• The Partner shall make a copy of the DNC Policy available to consumers upon request.
• Not place any telemarketing calls using prerecorded messages.
• Not send any advertisements or other marketing communications via text message.
• Not make any calls to cell phone numbers using an automatic telephone dialing system (ATDS) without the called party’s prior consent.
• Telemarketing Calls: Partners shall not use an ATDS to make telemarketing calls to cellphone numbers unless the party has provided “prior express written consent” (PEWC),as defined in 47 C.F.R. § 64.1200(f).
• Non-Telemarketing Calls: Partners shall not use an ATDS to make non-telemarketing calls to cell phone numbers unless the called party has provided PEWC.
• Identifying Cell Phone Numbers: If a Partner uses an ATDS to make any outbound calls, it shall purchase the Wireless Block Identifier File and the Intermodal Ported Telephone Number Service (Ported Number List) to identify and remove cellular telephone numbers from its calling lists unless the Partner has the requisite level of consent (as outlined above) for such calls.
• Exemption Substantiation: Partners shall retain proof of prior express consent and/or PEWC in accordance with the recordkeeping requirements outlined below.
• State Laws: Partners shall comply with all state laws and regulations that restrict calls to cell phone numbers.
• Require all employees and agents who solicit 1Dental products undergo ongoing compliance training.
• Using these Guidelines, implement policies and procedures, routinely monitoring all employees and agents who solicit 1Dental products.
• Register as a telemarketer in all required states.
• Partner shall provide substantiation to 1Dental of any telemarketing registration exemptions.
Not abandon any outbound telemarketing calls unless the requirements set forth in this section are met. A call is “abandoned” if it is not connected to a live representative within two seconds of the called party’s completed greeting.
• Abandonment Rate: Partners shall ensure that no more than 3% of calls completed to live consumers are abandoned.
• Ring Time: Partners shall ensure that the consumer’s
phone shall ring at least 4 times or for 15 seconds.
• Recorded Message: Within 2 seconds after the consumer’s greeting, a Partner abandoning a call shall provide a prerecorded identification message containing only:
• Name and telephone number of entity on whose behalf call was placed
• Statement call was for “telemarketing purposes”
• Instructions on using the mandatory automated, interactive opt-out mechanism during the call, which will record consumer’s number to Partner’s DNC list and immediately terminate the call.
Calling Times and Days
Partners shall only make outbound telemarketing calls:
• Between 8 a.m. and 9 p.m. at the called party’s location
• On any day, except Sundays or holidays, or as further restricted under relevant state laws.
All telemarketing scripts shall disclose:
• Identification:
• Name of the individual caller
• Partner’s legal name
• Purpose of the call is to sell goods or services
• Nature of the goods or services being offered
• That the call may be recorded (immediately after the
identification disclosures).
• Partner’s telephone number or postal address.
Prior to making a sale or charging a payment card communicate the following:
• The total cost of the goods or services offered
• Any material restrictions, limitations, or conditions attached to the offer
• Cancellation and refund policy (or lack thereof)
• All other disclosures required under federal or state laws and regulations.
All inbound or outbound telemarketing scripts require written approval from 1Dental. Changes must be resubmitted to 1Dental for approval
• Caller ID must be accurate with valid name and phone number.
• All inbound and outbound telemarketing calls shall be recorded from start to finish.
• Call recording disclosure at the beginning of all calls. All employees and/or agents handling calls shall sign a consent to record form.
• Call recording and storage practices must comply with the Payment Card Industry (PCI) Data Security Standards.
*Not all states recognize exemptions equally, so Partners must seek legal counsel to analyze each state’s laws and exemptions prior to beginning a marketing campaign in a state
RECORD- KEEPING REQUIREMENTS
Partners shall keep all records related to their marketing, telemarketing and/or sales activities for at least 5 years and provide them to 1Dental within 10 business days of request.
Required records include, but are not limited to:
• Copies of all scripts, advertisements and marketing/promotional materials
• Copies of all training materials (sales and compliance)
• Call logs and disposition records
• Call recordings
• Internal DNC list
• DNC Policy and Procedures
• Copies of all telemarketer registrations
• Proof of DNC list subscriptions and records of DNC scrubbing
• Proof of applicable DNC exemptions and exemptions for calls to cell phones using an ATDS
• Must be kept for 5 years from the date of the last call made to that consumer
• Abandoned call safe harbor records
• Quality assurance forms
• Employee records, including:
• Employee name
• Any fictitious name used
• The last known home address and telephone number
• Job title
• Documentation of compliance training
• Customer records, including:
• The name and last known address of each customer
• The goods or services purchased
• The date such goods or services were provided
• The amount paid by the customer for the goods or services
• If prizes of $25 or more are offered, the name and last known address of each prize recipient (along with the prize awarded)
Records of all complaints, lawsuits, investigations and/or subpoenas received from consumers or third parties related to the Partner’s marketing or sales practices, including documentation of what actions were taken by the Partner to resolve the underlying issues.
SAVINGS PLANS VS. INSURANCE
• 1Dental’s savings plans offer value, convenience and affordability.
• Savings plans are becoming increasingly popular as the cost of dental and vision care rises, and the value in traditional dental and vision insured plans declines.
• Most traditional insured dental plans now have annual maximums around $1,000-$1,500, limiting the amount of coverage for plan users.
• 1Dental offers the very best dental plans with the best prices available
• Excellent option for the rising number of people whose employee benefits don’t include dental care.
• Members get deep discounts on routine dental procedures.
• Cleanings, check-ups, x-rays and more
• Members also save on major work and specialty procedures
• Braces, root canals, cosmetic dentistry and more
Vision
• Members can save on eye exams, eye glasses, lenses, contacts and more.
• Participating points of care in retail and medical locations all over the country, so members can get care no matter where they are.
• Preferred providers can detect signs of serious health conditions like glaucoma, diabetic eye disease, high blood pressure and high cholesterol.
OUR PRODUCTS AS VALUE-ADDS
• 1Dental products can be added to new or existing insurance plans as value-adds.
• These value-adds can be used after the benefits of the insurance plan have been exhausted.
• For example, a 1Dental dental discount product can be used when a member’s dental benefits have been exhausted.
DISCLOSURE
The information contained in these Guidelines is not to be construed as legal advice and does not create an attorney-client or any other relationship between 1Dental and its Partners. 1Dental recommends that each Partner retain its own legal counsel to ensure compliance with applicable laws and regulations.
Contact Us
1Dental Broker Support
Brokers@1DentalBroker.com
(877) 857-7194 (Option #1)
M-F 8:00 to 5:00 CST
Simply present your MedImpact member card at a participating pharmacy and get discounted prices on all kinds of brand-name and generic medications.
Already have prescription discounts elsewhere?
Compare savings and use MedImpact when it saves you more.
Over 62,000 participating pharmacies including
Also receive discounts on over-the-counter medication with a written prescription.
Many Participating Pharmacies Including
Avoid unnecessary trips to urgent care or the emergency room. Stay home, stay safe and save money with DialCare telemedicine.
All vision savings are active and unlimited once you receive your membership cards in the mail. You could save on an exam, glasses, contacts, and even laser vision correction all in the same year!
*Frame, lenses and lens options discounts apply only when purchasing a complete pair of eyeglasses. If purchased separately, members receive 20% off the retail price.
Laser Vision Correction: EyeMed and LCA-Vision have arranged to provide this discount to all EyeMed members through one of the largest laser networks available, the US Laser Network. Members are entitled to 15% off the retail price or 5% off the promotional price of LASIK or PRK procedures, whichever is the greater discount.
EyeMed members may order replacement contact lenses at competitive prices via the Internet and have them mailed directly to your home. This service is for replacement contact lenses only, and your EyeMed discount does not apply. Your initial pair of contact lenses must still be purchased from your eye care provider to ensure proper fit and follow-up care.
powered by the
Signing up just takes a few minutes, and your card arrives in about a week.
Members can save 15% to 50% per visit at over 226,000* available dental practice locations. (*Dental locations as of September 2017, Aetna Enterprise Database.)
Save on everything from general dentistry to root canals, crowns and orthodontia.
Each dentist has a different price list, but we took averages from Los Angeles, New York, Chicago, and Orlando to give you an idea of what you’ll save.
In addition to the above procedures, your plan will also save on dental work like implants, veneers, bone grafts, ceramic crowns, adult braces, and more!
“My company plan ended and I was looking for a more affordable dental plan. I chose the Aetna Dental Access plan for good savings!” – Jim, Texas
“The Dental Access Plan saved us 45% off a Root Canal, Post, and Crown!” – JG, Oklahoma
“My wife and I have used the Dental Access Plan for a few years now and saved a tremendous amount! I had 2 wisdom teeth removed recently and essentially cut my bill in half. I will take 1/2 off of oral surgery any day of the week!” – Bryant, Mississippi
We do our best to keep an up-to-date list of dentists on our website, but we always recommend double checking when you call to make your appointment. If you discover an error, please let us know by emailing customercare@1dental.com or calling us at 855-329-6305.
Pro tip: When speaking to the dentist, be sure to refer to the plan as the Dental Access Plan powered by the Aetna Dental Access Network, not “the 1Dental plan.” Specify that it is a discount plan, not insurance. If there’s any confusion, remember we are here to help!
“I found a wonderful dentist from the list of dentists in the plan and he was close by my house. I had broken a tooth and he worked with me and got everything done quickly and was so very nice. I would highly recommend this plan as it saved me a considerable amount of money.” – Jean D., Virginia
“I am happy that I bought this Aetna dental Discount plan for my daughter. Before it to take 4 wisdom teeth I would have to pay $2500. With this plan I paid $1677…And no waiting period! She had it done in 12 days after signing up.” -Yelena, Texas
As a 1Dental Broker, we will provide you with a personalized website to share with clients. You will also have access to social media content designed to attract people to your 1Dental Broker sales page.
Become a 1Dental Broker and start selling today!
powered by
Sign up in minutes and use the plan today. No waiting for any savings!
Careington has millions of members for a reason. Many save more in one visit than they spend on a year of membership.
No mysteries here! Save on all official dental procedures, and see exactly what you’ll pay for each one.
See the full schedule of discounts for procedures in your area
Check that the procedure you’re getting matches the ADA code next to the name of the procedure on the full price list. The Care 500 fee schedule includes about 95% of the most common dental procedures, but if the dentist recommends a procedure with an ADA code you don’t see listed, you still get 20% off. Also, if their original price is less expensive than the Care 500 discounted price, you get an additional 20% off! You really can’t lose with this plan.
You can also take a list of the prices with you when you go in for your dental visit or pull them up on your phone. If there is any confusion, you or the dentist can call us to clarify.
“My family and I have used the Care 500 dental plan from 1Dental for several years. We have enjoyed as much as 70% savings on the procedures we’ve needed. We will be members for life!” – Aaron, OK
The Careington Care 500 plan saves an automatic 20% on children’s and adult braces. It also saves 20% on any other work performed by a dental specialist (including orthodontists, oral surgeons, prosthodontists, endodontists, and pediatric dentists). Please note that these savings do not apply if work is already in progress.
“The Careington plan is pretty awesome and worth every penny. I saved 20% on the orthodontic work I needed, which ended up saving $1,400 in my pocket”. – Beshoy I, Florida
We love Invisalign! A lot of us have used it ourselves. It’s a great product. However, it’s a product that your dentist sells, not a procedure recognized by the American Dental Association. Therefore, 1Dental plans don’t save you money on it, and we have yet to find a plan that does. (But 1Dental plans still save you money on traditional braces!)
Sometimes wisdom teeth can be removed by your general dentist (this would be a normal “simple extraction”), but if they are impacted, an oral surgeon will usually need to perform the work. You will still save 20% at an oral surgeon.
Absolutely! In fact, dental savings plans are one of the best ways to save money on implants. With the Care 500, you save 20% no matter how many implants you get. In contrast, traditional insurance usually does not give any savings on implants and other work that the ADA has labeled “cosmetic.”
Your savings only apply at in-network dentists because these dentists have agreed to the savings list and also passed Careington’s thorough approval process. We want to make sure you are able to save money at a dentist you can trust.
Every dental plan has a network to some degree (and in our experience, plans with “out-of-network benefits” end up costing more than they save).
If you would like to nominate a dentist who isn’t currently in the network, please use our dentist referral form so we can reach out to them.
We do our best to keep an up-to-date list of dentists on our website, but we always recommend double checking when you call to make your appointment.
“The dentist I chose showed professional interest in my needs, and he and his staff continue to demonstrate interest in my comfort and dental care”. – Lloyd H, Texas
Today! Signing up only takes a few minutes.
As a 1Dental Broker, we will provide you with a personalized website to share with clients. You will also have access to social media content designed to attract people to your 1Dental Broker sales page.
Become a 1Dental Broker and start selling today!
1Dental will provide healthcare or other products or services to Client’s employees and dependents who are eligible to receive such products or services (“Members”) on the terms and conditions provided herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, Client and 1Dental hereby agree as follows:
1Dental – Marketing Partner Guidelines
ABOUT 1Dental
Since 1997, 1Dental has been dedicated to improving the dental health and well-being of individuals and families with innovative products and services designed to meet the needs of our clients and their customers.
The 1Dental brand is owned by Qualbe Marketing Group, LLC.
REGULATIONS & GUIDELINES
Any third party who is marketing on behalf of 1Dental or selling 1Dental’s products is prohibited from marketing and/or selling 1Dental’s products unless they have demonstrated full compliance with these Guidelines.
The Guidelines are intended to facilitate compliance with relevant federal and state laws and regulations including, but not limited to:
• Section 5 of the FTC Act
• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sale Rule
• State telemarketing laws
• State laws governing Discount Medical Plan Organizations (DMPO)
The Guidelines also include best practices that may impose requirements that exceed those mandated by federal and/or state law.
Any Partner who violates applicable laws and/or these Guidelines, as determined by 1Dental, shall be subject to suspension or termination of the parties’ underlying Agreement.
BASIC REQUIREMENTS
Partners who market 1Dental’s products shall:
• Comply with all relevant laws and regulations.
• Conduct business solely using their own legal name and/or a registered fictitious (d/b/a) name that has been provided to 1Dental in writing.
• Not refer to 1Dental’s discount medical plans as insurance or imply that such plans are insurance products.
• Obtain all required licenses and registrations to sell discount medical plans.
• Post a privacy policy on all websites disclosing what personally identifiable information (PII) the Partner collects, how it is used and under what circumstances it is shared with third parties.
• The privacy policy shall meet the requirements set forth in California’s Online Privacy Protection Act (Cal Bus & Prof Code § 22575 et seq.)
• Protect consumers’ PII and maintain a written information security program (ISP) containing appropriate administrative, technical and physical safeguards.
• Not use high pressure sales tactics or engage in unfair or deceptive practices during sale presentations.
• Notify 1Dental within 7 days of any complaint, lawsuit, investigation or subpoena received.
• Partner must provide a copy or a summary of the complaint (if received verbally), including:
• Contact information for the person making the complaint
• A description of the underlying issue(s)
• What was done to resolve the issue(s)Partners who market 1Dental’s products shall:
• Allow 1Dental to perform a compliance audit on its marketing and sales practices.
• Partners shall provide reasonable access to their policies, procedures and business records upon reasonable notice.
• Not utilize any marketing materials without written approval from 1Dental. This includes, but is not limited to:
• Mailers
• Emails
• Radio
• Television ads
• Online ads
• Resubmit marketing pieces to 1Dental for approval if any changes are made to previously approved pieces.
• Not use any deceptive or misleading marketing materials.
• Substantiate all claims made in an advertisement at the time they are made.
• Retain all information, documents or records necessary to substantiate such claims.
• Include mandatory disclosures in all marketing materials.
• Not use the word “Free” or similar words in marketing materials unless all terms and conditions of the offer are clearly and conspicuously disclosed, and the offer meets the requirements outlined in the Federal Trade Commission’s “Guide Concerning Use of the Word ‘Free’ and Similar Representations” (16 C.F.R. § 251.1).
• Meet the principles set forth in the Federal Trade Commission’s .Com Disclosures guidance document when using online or mobile advertising.
• Meet all requirements set forth under the CAN- SPAM Act (15 U.S.C. § 7701et seq.; 16 C.F.R. § 316.1 et seq.) when using email advertisements, including, but not limited to:
• Accurate header information
• Accurate subject lines
• Identification as an advertisement
• Inclusion of physical address
• A clear opt-out message allowing the recipient to opt-out of all commercial emails
TELEMARKETING
The 1Dental plan is typically sold by a broker to their clients as an additional product offering.
We highly discourage telemarketing and rarely approve of this method of marketing, as defined by the following:
• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sale Rule
• State telemarketing laws
All potential telemarketing campaigns must receive prior approval by 1Dental:
• We require all Telemarketing campaigns to be communicated to 1Dental and approved in writing by 1Dental.
• The following pages outline, but are not limited, by the requirements of a telemarketing campaign
*Not all states recognize exemptions equally, so Partners must seek legal counsel to analyze each state’s laws and exemptions prior to beginning a marketing campaign in a state
TELEMARKETING REQUIREMENTS
Partners who conduct inbound or outbound telemarketing, including those with both a customer service and marketing component, shall:
• Only make outbound telemarketing calls to a consumer who IS NOT on the National Do Not Call (DNC) Registry or state DNC list OR who falls under an exemption. *
• Retain and produce, upon request, substantiation of each exemption relied upon to make an outbound call.
Some possible exemptions are:
• Consumer gave “express written consent” for solicitation calls (consumer’s telephone number and signature on an agreement with a clearly and conspicuously disclosed purpose).
• Partner has an “established business relationship” (EBR) with the consumer.
*Not all states recognize exemptions equally, so Partners must seek legal counsel to analyze each state’s laws and exemptions prior to beginning a marketing campaign in a state
• Implement policies, procedures, and training to honor company specific DNC requests made by consumers during campaigns.
• DNC Requests Made to Vendors: Partner’s internal DNC list shall include the number for each consumer who made a DNC request during campaigns conducted by approved third parties (if any).
• An internal DNC request shall be processed and honored (no calls to the number in question) no later than 7 calendar days from the date of the request. Numbers remain on each Partner’s internal DNC list permanently.
• Sharing DNC Requests with 1Dental: Marketing partners are not permitted to conduct telemarketing campaigns as a vendor of 1Dental.
• Partner may not use 1Dental’s name during any telemarketing campaigns without written approval.
• All internal DNC requests received during Partner’s own telemarketing campaign will be made available to 1Dental upon request.
• An internal DNC request from a consumer negates any state or federal exemption that might otherwise allow the Partner to call the consumer.
• Adopt and implement a written DNC Policy and written DNC Procedures.
• All employees and agents engaging in telemarketing shall be trained on the policy and procedures.
• The Partner shall make a copy of the DNC Policy available to consumers upon request.
• Not place any telemarketing calls using prerecorded messages.
• Not send any advertisements or other marketing communications via text message.
• Not make any calls to cell phone numbers using an automatic telephone dialing system (ATDS) without the called party’s prior consent.
• Telemarketing Calls: Partners shall not use an ATDS to make telemarketing calls to cellphone numbers unless the party has provided “prior express written consent” (PEWC),as defined in 47 C.F.R. § 64.1200(f).
• Non-Telemarketing Calls: Partners shall not use an ATDS to make non-telemarketing calls to cell phone numbers unless the called party has provided PEWC.
• Identifying Cell Phone Numbers: If a Partner uses an ATDS to make any outbound calls, it shall purchase the Wireless Block Identifier File and the Intermodal Ported Telephone Number Service (Ported Number List) to identify and remove cellular telephone numbers from its calling lists unless the Partner has the requisite level of consent (as outlined above) for such calls.
• Exemption Substantiation: Partners shall retain proof of prior express consent and/or PEWC in accordance with the recordkeeping requirements outlined below.
• State Laws: Partners shall comply with all state laws and regulations that restrict calls to cell phone numbers.
• Require all employees and agents who solicit 1Dental products undergo ongoing compliance training.
• Using these Guidelines, implement policies and procedures, routinely monitoring all employees and agents who solicit 1Dental products.
• Register as a telemarketer in all required states.
• Partner shall provide substantiation to 1Dental of any telemarketing registration exemptions.
Not abandon any outbound telemarketing calls unless the requirements set forth in this section are met. A call is “abandoned” if it is not connected to a live representative within two seconds of the called party’s completed greeting.
• Abandonment Rate: Partners shall ensure that no more than 3% of calls completed to live consumers are abandoned.
• Ring Time: Partners shall ensure that the consumer’s
phone shall ring at least 4 times or for 15 seconds.
• Recorded Message: Within 2 seconds after the consumer’s greeting, a Partner abandoning a call shall provide a prerecorded identification message containing only:
• Name and telephone number of entity on whose behalf call was placed
• Statement call was for “telemarketing purposes”
• Instructions on using the mandatory automated, interactive opt-out mechanism during the call, which will record consumer’s number to Partner’s DNC list and immediately terminate the call.
Calling Times and Days
Partners shall only make outbound telemarketing calls:
• Between 8 a.m. and 9 p.m. at the called party’s location
• On any day, except Sundays or holidays, or as further restricted under relevant state laws.
All telemarketing scripts shall disclose:
• Identification:
• Name of the individual caller
• Partner’s legal name
• Purpose of the call is to sell goods or services
• Nature of the goods or services being offered
• That the call may be recorded (immediately after the
identification disclosures).
• Partner’s telephone number or postal address.
Prior to making a sale or charging a payment card communicate the following:
• The total cost of the goods or services offered
• Any material restrictions, limitations, or conditions attached to the offer
• Cancellation and refund policy (or lack thereof)
• All other disclosures required under federal or state laws and regulations.
All inbound or outbound telemarketing scripts require written approval from 1Dental. Changes must be resubmitted to 1Dental for approval
• Caller ID must be accurate with valid name and phone number.
• All inbound and outbound telemarketing calls shall be recorded from start to finish.
• Call recording disclosure at the beginning of all calls. All employees and/or agents handling calls shall sign a consent to record form.
• Call recording and storage practices must comply with the Payment Card Industry (PCI) Data Security Standards.
*Not all states recognize exemptions equally, so Partners must seek legal counsel to analyze each state’s laws and exemptions prior to beginning a marketing campaign in a state
RECORD- KEEPING REQUIREMENTS
Partners shall keep all records related to their marketing, telemarketing and/or sales activities for at least 5 years and provide them to 1Dental within 10 business days of request.
Required records include, but are not limited to:
• Copies of all scripts, advertisements and marketing/promotional materials
• Copies of all training materials (sales and compliance)
• Call logs and disposition records
• Call recordings
• Internal DNC list
• DNC Policy and Procedures
• Copies of all telemarketer registrations
• Proof of DNC list subscriptions and records of DNC scrubbing
• Proof of applicable DNC exemptions and exemptions for calls to cell phones using an ATDS
• Must be kept for 5 years from the date of the last call made to that consumer
• Abandoned call safe harbor records
• Quality assurance forms
• Employee records, including:
• Employee name
• Any fictitious name used
• The last known home address and telephone number
• Job title
• Documentation of compliance training
• Customer records, including:
• The name and last known address of each customer
• The goods or services purchased
• The date such goods or services were provided
• The amount paid by the customer for the goods or services
• If prizes of $25 or more are offered, the name and last known address of each prize recipient (along with the prize awarded)
Records of all complaints, lawsuits, investigations and/or subpoenas received from consumers or third parties related to the Partner’s marketing or sales practices, including documentation of what actions were taken by the Partner to resolve the underlying issues.
SAVINGS PLANS VS. INSURANCE
• 1Dental’s savings plans offer value, convenience and affordability.
• Savings plans are becoming increasingly popular as the cost of dental and vision care rises, and the value in traditional dental and vision insured plans declines.
• Most traditional insured dental plans now have annual maximums around $1,000-$1,500, limiting the amount of coverage for plan users.
• 1Dental offers the very best dental plans with the best prices available
• Excellent option for the rising number of people whose employee benefits don’t include dental care.
• Members get deep discounts on routine dental procedures.
• Cleanings, check-ups, x-rays and more
• Members also save on major work and specialty procedures
• Braces, root canals, cosmetic dentistry and more
Vision
• Members can save on eye exams, eye glasses, lenses, contacts and more.
• Participating points of care in retail and medical locations all over the country, so members can get care no matter where they are.
• Preferred providers can detect signs of serious health conditions like glaucoma, diabetic eye disease, high blood pressure and high cholesterol.
OUR PRODUCTS AS VALUE-ADDS
• 1Dental products can be added to new or existing insurance plans as value-adds.
• These value-adds can be used after the benefits of the insurance plan have been exhausted.
• For example, a 1Dental dental discount product can be used when a member’s dental benefits have been exhausted.
DISCLOSURE
The information contained in these Guidelines is not to be construed as legal advice and does not create an attorney-client or any other relationship between 1Dental and its Partners. 1Dental recommends that each Partner retain its own legal counsel to ensure compliance with applicable laws and regulations.
Contact Us
1Dental Broker Support
Brokers@1DentalBroker.com
(877) 857-7194 (Option #1)
M-F 8:00 to 5:00 CST
Careington Seller Agreement
Updated: 09/10/2015
SELLER AGREEMENT
THIS SELLER AGREEMENT (this “Agreement”) is made this ___ day of ____________, 20__ by and between [NAME OF SELLER] (“Seller”), and CAREINGTON INTERNATIONAL CORPORATION, a Texas corporation (“Careington”).
RECITALS
WHEREAS, Careington is in the business of establishing, building, consolidating, marketing and administering discount dental plans and other health and non-health benefits through its own network of dentists and through agreements with other companies and distributors of healthcare benefit plans, products and services (each a “BenefitProvider”); and
WHEREAS, Careington has created single and multi-benefit plans (each a “Benefits Plan”); and
WHEREAS, Seller is an individual or entity that markets dental and other health care benefit plans to individual consumers, groups, and/or other entities and desires to market Benefit Plans to individuals who meet the eligibility criteria under the Benefits Plan and are not delinquent in their payment obligations (each a “Member”);
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, Seller and Careington hereby agree as follows:
1. Obligations of Seller.
(A) Seller shall market the Benefits Plan as described on Schedule 1. Seller shall only charge retail fees for the Benefits Plan that are approved by Careington and shall only market the Benefits Plan in states that are approved by Careington. Seller shall bear all costs related to the marketing and sale of the Benefits Plan. The Benefits Plan shall not be combined with, offered for sale with, or incorporated into any other product or service without Careington’s prior written approval.
(B) Seller shall comply with all applicable laws, rules and regulations in connection with the performance of obligations on the part of Seller as contemplated hereunder.
(C) If Seller utilizes inbound or outbound telemarketing to solicit prospective members or enroll Members, Seller shall digitally record each phone call in its entirety. Seller shall provide Careington a copy of any phone recordings within three (3) days from request. Seller shall not contract with another entity to conduct telemarketing without Careington’s prior written approval. Seller is solely responsible for compliance with any federal or state telemarketing laws.
2. Materials. Any costs for the production and distribution of any materials describing or referring to the Benefits Plan shall be the responsibility of Seller. Seller shall submit to Careington any marketing or membership materials, including but not limited to printed materials, telephone scripts, and electronic media, that will be used to solicit or will be provided to Members or prospective members, which refer to or describe (i) the Benefits Plan, (ii) any Benefit Provider, (iii) any service administered by Careington, or (iv) any benefits to be provided in conjunction with the Benefits Plan. Seller shall secure Careington’s express written approval of all marketing or membership materials prior to using them to market or describe the Benefits Plan alone or in conjunction with other benefits. If Seller intends to use marketing or membership materials in a language other than English, Seller shall provide Careington with a certified translation of such materials. Careington shall have fifteen (15) business days to review, edit or approve such m
3. Careington Administrative Services. Careington shall perform all enrollment of Members and all billing, whether through preauthorized checking account withdrawals, credit card or other means. Careington shall maintain and update a list of current Members showing such Members’ names, telephone numbers and mailing addresses. Careington shall provide Members identification cards identifying that such Member is a participant in the Benefits Plan in addition to pertinent telephone numbers for access to customer service and other benefits provided under the Benefits Plan. Careington shall maintain toll-free telephone lines for use by Members for inquiries regarding the benefits associated with the Benefits Plan.
4. Commission. For each active individual Member referred by Seller on whose behalf Careington receives and does not refund payment for the Benefits Plan, Careington agrees to pay Seller the commission set forth on Schedule 1 of the Agreement. Careington shall pay Seller all amounts due on a monthly basis within sixty (60) days following the end of each month.
5. Confidentiality.
(A) In performing its obligations pursuant to this Agreement, each party may have access to and receive disclosure from the other of certain proprietary and confidential information, including, but not limited to, financial records, technological developments, marketing strategies, Member lists, participating provider lists, employee lists, and other information considered by the disclosing party to be confidential and proprietary (herein collectively referred to as “Confidential Information”). For purposes of this Section, the financial terms of this Agreement are Confidential Information of each party. Confidential Information does not include: (i) information learned from a third party entitled to disclose it and who is not in violation of a contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes known publicly through no fault of either party or, (iii) information already known by either party prior to disclosure from the other party, as shown by the receiving party’s records.
(B) Each party shall receive Confidential Information in confidence, shall use it solely for the purpose of and as necessary to fulfill its obligations under this Agreement and shall not reveal it to any third party, other than a corporate affiliate, without the express written consent of the other party. Each party shall take appropriate measures to prevent its agents, employees and officers and directors from using or disclosing any Confidential Information, except as is expressly permitted under this Agreement. All documents supplied to one party (the “Disclosing Party”) to the other (the “Recipient”), including all copies or reproductions thereof, shall be returned to the Disclosing Party at the Disclosing Party’s request.
(C) In the event that the Recipient or anyone to whom the Recipient transmits the Confidential Information becomes legally compelled to disclose the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient shall cooperate with the Disclosing Party in its efforts to obtain such remedies. In the event that the Recipient is legally obligated to disclose any Confidential Information, the Recipient shall furnish only the portion of the Confidential Information that is legally required and will exercise its reasonable best efforts to assure that confidential treatment will be accorded the Confidential Information.
(D) The provisions of this Section shall survive termination of this Agreement.
6. Non-Solicitation; Non-Circumvention.
During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, Seller shall not, directly or indirectly, through or on behalf of itself or any other entity or individual, solicit, or attempt to solicit, any Careington dentist to provide goods or services to any Member or to contract with or join any panel or network.
During the term of this Agreement, Seller shall not knowingly solicit or sell the Benefits Plan to any member of another Careington benefits plan.
During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, neither Seller nor any of its Marketing Representatives shall, either directly or indirectly attempt in any manner to commercially circumvent, avoid, bypass, Careington in any transaction with any of Careington’s Benefit Providers in an effort to avoid the payment of, or decrease the amount of, fees or other compensation which would have otherwise been payable to Careington had Seller or the Marketing Representative included Careington in the transaction.
During the term of this Agreement, Seller shall not contract with, or attempt to contract with, any third party to provide such third party any or all of the services or benefits provided in the Benefits Plan on a wholesale basis for resale by such third party.
The provisions of this Sectionshall survive termination of this Agreement.
7. Independent Relationship. No provision of this Agreement creates any relationship between Seller and Careington other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. The parties hereto are not and shall not be deemed for any purpose to be agents, joint venturers or partners. Neither party is authorized to act as agent for the other, to take any action or make any representation in the name of the other, or to represent that it has the power or authority to do so. Neither of the parties nor any of their respective officers, directors, or employees shall hold themselves out as the employee, partner, officer, director or agent of the other party and shall not be deemed or construed to be an employee, partner, officer, director or agent of the other party.
8. Regulatory Requirements. Seller shall identify and comply with, at its own expense, all laws, rules, regulations, policies and orders applicable to marketing the Benefits Plan including, without limitation, any applicable registration or licensing requirements. Seller shall immediately notify Careington in writing if any license or registration held by Seller is suspended, revoked or otherwise restricted, or if any license or registration application submitted by Seller is denied. Upon request by Careington, Seller shall provide Careington with evidence of any applicable license or registration.
9. Term. This Agreement shall be effective as of the day and year first written above and shall continue for an initial term of two (2) years (the “Initial Term”), unless sooner terminated pursuant to the terms stated below. Upon the expiration of the Initial Term, this Agreement shall automatically renew for subsequent periods of one (1) year each, unless a written notice to the contrary is provided by Seller at least ninety (90) days prior to the expiration of the then existing term. Careington may terminate this Agreement without cause upon not less than thirty (30) days prior written notice to Seller.
10. Advertising Reference; Tradenames. No advertising, promotional, or other materials using the name, address, telephone number, description, facilities and/or services of Careington shall be released without Careington’s prior written consent. Neither party hereto obtains by virtue of this Agreement any rights in nor shall it use any trademark, service mark, logo, or other proprietary designation or intellectual property of any type in which the other party or any of its affiliates has an ownership or licensee interest.
11. Indemnity.
Each party shall and does hereby indemnify and hold harmless the other party and its affiliates and each of their officers, directors, employees, agents, and representatives, from and against any and all claims and demands of every kind and nature asserted by a third party, whether groundless or otherwise, including, but not limited to, any and all actions, causes of action, suits, judgments, controversies, losses, damages, costs, liens, charges, court costs, reasonable attorney’s fees, payments, penalties, liabilities and expenses, occasioned by, resulting from, arising out of, related to, or in connection with any act or omission of the indemnifying party, its employees, officers, directors, agents or representatives, or any of them, in performance of this agreement, including, but not limited to, failure of the indemnifying party to comply with the terms of this Agreement. Neither party will settle an indemnified claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed.
The provisions of this Section shall survive termination of this Agreement.
12. Insurance. Seller shall maintain and provide proof, upon request, of such insurance policies or program of self-insurance as are reasonable to insure itself and Careington from any and all claims resulting from any action taken or failure to act by the insured party or its employees or agents pursuant to this Agreement. Seller shall provide Careington with a copy of its insurance certificates by the effective date of this Agreement, and shall notify Careington immediately if any such policies lapse or are terminated or if any coverage amount is reduced.
13. Limitation on Damages. Neither party nor any of its affiliates shall be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits, arising out of or related to this Agreement, its performance hereunder or its breach of a covenant or representation made hereunder, even if it is advised of the possibility of any such damages.
14. Notices. Any notice to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered upon personal delivery against written receipt or when mailed by certified mail with return receipt requested and postage prepaid to the receiving party at such party’s address set forth on the signature page of this Agreement, which address for notice may be changed by either party by written notice under this Agreement.
15. Amendments. Except as otherwise provided in this Agreement, no amendment shall become effective unless and until it is reduced to writing and signed by Careington and Seller.
16. No Third Party Beneficiaries. This Agreement is entered into by and between Careington and Seller and for their sole There is no intent by either party to create or establish third party beneficiary status or rights or their equivalent in any Member or other party that may be affected by the operation of this Agreement.
17. Nonassignability. Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided however, that no such consent shall be required in the event of an assignment to a parent, subsidiary or affiliate of Careington. Subject to the foregoing, the provisions of this Agreement shall be binding upon the parties to this Agreement and their respective successors and assigns. Any attempted assignment in violation of this Section shall be of no force or effect.
18. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas.
19. Severance of Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision has never comprised a part hereof and the remaining provisions shall remain in force and effect, unaffected by such severance.
20. Waiver. The waiver by either Careington or Seller of any breach of any provision, warranty, or representation set forth in this Agreement shall not be construed as a waiver of any subsequent breach. Further, failure to exercise any right hereunder shall not operate as a waiver of such right and all rights and remedies provided for herein are cumulative.
21. Counterparts. This Agreement may be executed in separate identical counterparts, each of which when taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, undersigned have executed this agreement as of the date first written above.
Name of Seller [________________________________]
By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [________________________________]
Address for Notice: [________________________________]
Careington International Corporation
By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [________________________________]
Address for Notice: 7400 Gaylord Parkway 3rd Floor Frisco, TX 75034
SCHEDULE 1
Commission, Benefits Plan, and Retail Fees
Note: Commission applies to periodic membership fees, not to application or enrollment fees
1Dental (Qualbe) Seller Agreement
SELLER AGREEMENT
THIS SELLER AGREEMENT (this “Agreement”) is made this ___ day of ____________, 20__ by and between [NAME OF SELLER] (“Seller”), and 1Dental (Qualbe Marketing Group, LLC), a Texas limited liability company (“Qualbe”).
RECITALS
WHEREAS, Qualbe markets dental and other healthcarebenefit plans to individual consumers, groups, and/or other entities such as Seller; and
WHEREAS, Careington International Corp. (“Careington”) is in the business of establishing, building, consolidating, marketing and administering dental plans and other benefits through its own network of dentists and through agreements with other companies and distributors of healthcare benefit plans, products and services (each a “Benefit Provider”); and
WHEREAS, Careington and Qualbe have entered into an agreement whereby Qualbe will market approved single or multi-benefit plans (each a “Benefits Plan”); and
WHEREAS, Qualbe desires Seller to market Benefit Plans on Qualbe’s behalf to individuals who meet the eligibility criteria under the Benefits Plan and are not delinquent in their payment obligations (each a “Member”);
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, Seller and Qualbe hereby agree as follows:
1. Obligations of Seller.
(a) Seller shall market the Benefits Plan to groups and individuals. Seller shall only charge retail fees for the Benefits Plan that are approved by Careington and shall only market the Benefits Plan in states that are approved by Careington. Seller shall bear all costs related to the marketing and sale of the Benefits Plan. The Benefits Plan shall not be combined with, offered for sale with, or incorporated into any other product or service without Careington’s prior written approval.
(b) Seller shall comply with all applicable laws, rules and regulations in connection with the performance of obligations on the part of Seller as contemplated hereunder.
(c) If Seller utilizes inbound or outbound telemarketing to solicit prospective members or enroll Members, Seller shall digitally record each phone call in its entirety. Seller shall provide Qualbe a copy of any phone recordings within three (3) days from request. Seller shall not contract with another entity to conduct telemarketing without Careington’s prior written approval. Seller is solely responsible for compliance with any federal or state telemarketing laws.
2. Materials. Any costs for the production and distribution of any materials describing or referring to the Benefits Plan shall be the responsibility of Seller. Seller shall submit to Qualbe any marketing or membership materials, including but not limited to printed materials, telephone scripts, and electronic media, that will be used to solicit or will be provided to Members or prospective members, which refer to or describe (i) the Benefits Plan, (ii) any Benefit Provider, (iii) any service administered by Careington, or (iv) any benefits to be provided in conjunction with the Benefits Plan. Seller shall not use any marketing or membership materials to market or describe the Benefits Plan alone or in conjunction with other benefits without Careington’s prior written approval. If Seller intends to use marketing or membership materials in a language other than English, Seller shall provide Qualbe with a certified translation of such materials. Careington shall have fifteen (15) business days to review, edit or approve such materials.
3. Qualbe Administrative Services. Qualbe shall perform all enrollment of Members and all billing, whether through preauthorized checking account withdrawals, credit card or other means. Qualbe shall maintain and update a list of current Members showing such Members’ names, telephone numbers and mailing addresses. Qualbe shall provide Members identification cards identifying that such Member is a participant in the Benefits Plan in addition to pertinent telephone numbers for access to customer service and other benefits provided under the Benefits Plan. Qualbe shall maintain toll-free telephone lines for use by Members for inquiries regarding the benefits associated with the Benefits Plan.
4. Commission. For each active individual Member referred by Seller on whose behalf Qualbe receives and does not refund payment for the Benefits Plan, Qualbe agrees to pay Seller the commission set forth on Schedule 1 of the Agreement. Qualbe shall pay Seller all amounts due on a monthly basis within sixty (60) days following the end of each month. This provision shall survive termination of this Agreement.
5. Confidentiality.
(a) In performing its obligations pursuant to this Agreement, each party may have access to and receive disclosure from the other of certain proprietary and confidential information, including, but not limited to, financial records, technological developments, marketing strategies, Member lists, participating provider lists, employee lists, and other information considered by the disclosing party to be confidential and proprietary (herein collectively referred to as “Confidential Information”). For purposes of this Section, the financial terms of this Agreement are Confidential Information of each party. Confidential Information does not include: (i) information learned from a third party entitled to disclose it and who is not in violation of a contractual, legal or fiduciary obligation to either party, (ii) information which is or becomes known publicly through no fault of either party or, (iii) information already known by either party prior to disclosure from the other party, as shown by the receiving party’s records.
(b) Each party shall receive Confidential Information in confidence, shall use it solely for the purpose of and as necessary to fulfill its obligations under this Agreement and shall not reveal it to any third party, other than a corporate affiliate, without the express written consent of the other party. Each party shall take appropriate measures to prevent its agents, employees and officers and directors from using or disclosing any Confidential Information, except as is expressly permitted under this Agreement. All documents supplied to one party (the “Disclosing Party”) to the other (the “Recipient”), including all copies or reproductions thereof, shall be returned to the Disclosing Party at the Disclosing Party’s request.
(c) In the event that the Recipient or anyone to whom the Recipient transmits the Confidential Information becomes legally compelled to disclose the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. The Recipient shall cooperate with the Disclosing Party in its efforts to obtain such remedies. In the event that the Recipient is legally obligated to disclose any Confidential Information, the Recipient shall furnish only the portion of the Confidential Information that is legally required and will exercise its reasonable best efforts to assure that confidential treatment will be accorded the Confidential Information.
(d) The provisions of this Section shall survive termination of this Agreement.
6. Non-Solicitation; Non-Circumvention.
(a) During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, Seller shall not, directly or indirectly, through or on behalf of itself or any other entity or individual, solicit, or attempt to solicit, any Careington dentist to provide goods or services to any Member or to contract with or join any panel or network.
(b) During the term of this Agreement and for a period of twenty-four (24) months after termination of this Agreement, neither Seller nor any of its Marketing Representatives shall, either directly or indirectly attempt in any manner to commercially circumvent, avoid, bypass, Qualbe in any transaction with any of Careington’s Benefit Providers in an effort to avoid the payment of, or decrease the amount of, fees or other compensation which would have otherwise been payable to Qualbe had Seller or the Marketing Representative included Qualbe in the transaction.
(c) At no time shall Seller contract with, or attempt to contract with, any third party to provide such third party any or all of the services or benefits provided in the Benefits Plan on a wholesale basis for resale by such third party.
(d) The provisions of this Section shall survive termination of this Agreement.
7. Independent Relationship. No provision of this Agreement creates any relationship between Seller and Qualbe other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. The parties hereto are not and shall not be deemed for any purpose to be agents, joint venturers or partners. Neither party is authorized to act as agent for the other, to take any action or make any representation in the name of the other, or to represent that it has the power or authority to do so. Neither of the parties nor any of their respective officers, directors, or employees shall hold themselves out as the employee, partner, officer, director or agent of the other party and shall not be deemed or construed to be an employee, partner, officer, director or agent of the other party.
8. Regulatory Requirements. Seller shall identify and comply with, at its own expense, all laws, rules, regulations, policies and orders applicable to marketing the Benefits Plan including, without limitation, any applicable registration or licensing requirements. Seller shall immediately notify Qualbe in writing if any license or registration held by Seller is suspended, revoked or otherwise restricted, or if any license or registration application submitted by Seller is denied. Upon request by Qualbe, Seller shall provide Qualbe with evidence of any applicable license or registration.
9. Term. This Agreement shall be effective as of the day and year first written above and shall continue for an initial term of two (2) years (the “Initial Term”), unless sooner terminated pursuant to the terms stated below. Upon the expiration of the Initial Term, this Agreement shall automatically renew for subsequent periods of one (1) year each, unless a written notice to the contrary is provided by Seller at least ninety (90) days prior to the expiration of the then existing term. Qualbe may terminate this Agreement without cause upon not less than thirty (30) days prior written notice to Seller.
10. Advertising Reference; Tradenames. No advertising, promotional, or other materials using the name, address, telephone number, description, facilities and/or services of Qualbe or Careington shall be released without Qualbe or Careington’s prior written consent. Neither party hereto obtains by virtue of this Agreement any rights in nor shall it use any trademark, service mark, logo, or other proprietary designation or intellectual property of any type in which the other party or any of its affiliates has an ownership or licensee interest.
11. Indemnity.
(a) Each party shall and does hereby indemnify and hold harmless the other party and its affiliates and each of their officers, directors, employees, agents, and representatives, from and against any and all claims and demands of every kind and nature asserted by a third party, whether groundless or otherwise, including, but not limited to, any and all actions, causes of action, suits, judgments, controversies, losses, damages, costs, liens, charges, court costs, reasonable attorney’s fees, payments, penalties, liabilities and expenses, occasioned by, resulting from, arising out of, related to, or in connection with any act or omission of the indemnifying party, its employees, officers, directors, agents or representatives, or any of them, in performance of this agreement, including, but not limited to, failure of the indemnifying party to comply with the terms of this Agreement. Neither party will settle an indemnified claim without the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed.
(b) The provisions of this Section shall survive termination of this Agreement.
12. Insurance. Seller shall maintain and provide proof, upon request, of such insurance policies or program of self-insurance as are reasonable to insure itself and Qualbe from any and all claims resulting from any action taken or failure to act by the insured party or its employees or agents pursuant to this Agreement. Seller shall provide Qualbe with a copy of its insurance certificates by the effective date of this Agreement, and shall notify Qualbe immediately if any such policies lapse or are terminated or if any coverage amount is reduced.
13. Limitation on Damages. Neither party nor any of its affiliates shall be liable to the other for any indirect, special, incidental or consequential damages, including, but not limited to, lost profits, arising out of or related to this Agreement, its performance hereunder or its breach of a covenant or representation made hereunder, even if it is advised of the possibility of any such damages.
14. Notices. Any notice to be given pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered upon personal delivery against written receipt or when mailed by certified mail with return receipt requested and postage prepaid to the receiving party at such party’s address set forth on the signature page of this Agreement, which address for notice may be changed by either party by written notice under this Agreement.
15. Amendments. Except as otherwise provided in this Agreement, no amendment shall become effective unless and until it is reduced to writing and signed by Qualbe and Seller.
16. No Third Party Beneficiaries. This Agreement is entered into by and between Qualbe and Seller and for their sole benefit. There is no intent by either party to create or establish third party beneficiary status or rights or their equivalent in any Member or other party that may be affected by the operation of this Agreement.
17. Nonassignability. Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other party; provided however, that no such consent shall be required in the event of inheritance, or an assignment to a parent, subsidiary or affiliate of Qualbe. Subject to the foregoing, the provisions of this Agreement shall be binding upon the parties to this Agreement and their respective heirs, successors and assigns. Any attempted assignment in violation of this Section shall be of no force or effect.
18. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Texas.
19. Severance of Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision has never comprised a part hereof and the remaining provisions shall remain in force and effect, unaffected by such severance.
20. Waiver. The waiver by either Qualbe or Seller of any breach of any provision, warranty, or representation set forth in this Agreement shall not be construed as a waiver of any subsequent breach. Further, failure to exercise any right hereunder shall not operate as a waiver of such right and all rights and remedies provided for herein are cumulative.
21. Counterparts. This Agreement may be executed in separate identical counterparts, each of which when taken together shall constitute one and the same instrument.
Many veterans face crippling debt due to long-term health issues and unemployment. That’s why we donate a portion of the proceeds from every new 1Dental membership to RIP Medical Debt. RIP Medical Debt is a nonprofit that buys unpayable medical debt and pays it off for pennies on the dollar. The debt is then erased from the veterans’ credit reports and can no longer affect their future.
Donations will be made for plans that are kept past the 30-day trial period.