Seller / Provider Agreement

1Nature of the Relationship

You are an independent contractor, not an employee, partner, agent or representative of Dental Nexus.

You provide services using your own skills, tools, methods and professional judgment.

You are responsible for:

• Your local licenses and professional compliance
• Your equipment, tools and software
• Your taxes
• Your insurance
• Your own business operations

Dental Nexus is a platform, not your employer. You may work with other clients or platforms freely.

2Services You May Provide

This Agreement applies to all services offered on the supply side of the platform, including but not limited to:

Digital Design & CAD/CAM Services

• Clear aligner treatment planning
• Orthodontic setups & staging
• Retainer setups
• Aligner attachment design
• 3D modelling
• Dental arch reshaping
• Crown & bridge design
• Veneer/wax-up design
• Surgical guide design
• Implant planning (non-diagnostic)
• Occlusal guard design
• Any dental CAD/CAM design service

Manufacturing & Production

• Clear aligner manufacturing
• 3D printing (models, trays, appliances)
• Trimming, finishing or packaging services
• Appliance fabrication (orthodontic or dental)
• Retainer manufacturing
• Any form of lab-related or physical production

White-label or Outsourced Services

• Labs selling work under their own or others' branding
• Manufacturers fulfilling digital designs
• B2B2B or B2B2C work

AI-assisted Services

• Model segmentation
• Auto-setup generation
• Tooth movement simulation
• Risk scoring or aligner optimization
• Any automated or semi-automated digital service

Specialist Consulting

• Digital workflow consulting
• Complex case review
• Support and troubleshooting
• Training or continuing education

This Agreement governs all of the above and future Seller categories.

3Professional Responsibilities of Providers

3.1 Legal & Regulatory Compliance

You confirm that you:

• Hold all licenses, certifications or qualifications required in your region
• Comply with all relevant dental, medical device and privacy regulations
• Provide services only within your legal and professional scope
• Follow manufacturing regulations (if producing physical appliances)

Dental Nexus does not verify or guarantee your qualifications; you must maintain them.

3.2 Quality Standards

You agree to:

• Deliver work that meets industry standards
• Review prescriptions, case notes and clinician instructions carefully
• Provide designs that are clinically safe and biomechanically appropriate
• Avoid unsafe, misleading or negligent work
• Maintain performance metrics (SLA, revision rate, quality score, etc.)

3.3 Communication

You agree to:

• Respond within reasonable timeframes
• Maintain professionalism in all interactions
• Request clarification when instructions are unclear
• Escalate concerns about clinical risks promptly

4Platform Use & Data Handling

4.1 Confidentiality & Data Protection

You must protect:

• Patient data
• Case files
• Designs and prescriptions
• Business information of clients
• Other providers' information
• Dental Nexus proprietary workflows

4.2 Patient Data Responsibilities

You must:

• Only use patient data for the specific case you are assigned
• Store it securely
• Not share it externally
• Delete it when the case is completed unless legally required to retain it

4.3 Compliance with Laws

You must follow:

• Dental Nexus Terms of Service
• Dental Nexus Privacy Policy
• Dental Nexus Data Processing Agreement
• Local privacy laws (GDPR, CCPA/CPRA, PIPEDA, APAC laws, etc.)

5Fees, Payments and Platform Commissions

5.1 Provider Earnings

Your earnings depend on:

• Your service prices (if configurable)
• Dental Nexus commission or platform fees
• Volume or quality-based incentives (if applicable)
• Settled payments from the purchasing clinic/lab

5.2 Payment Terms

• Payments are made via the platform's payment processor
• You are responsible for providing accurate payout information
• You are responsible for all taxes and reporting

Dental Nexus may withhold payouts for:

• Fraud investigation
• Disputes
• Breach of this Agreement

6Intellectual Property

6.1 Provider's IP

You retain ownership of:

• Your design methodologies & workflows
• Trade secrets and professional know-how
• Your internal processes and techniques

6.2 Ownership of Deliverables

Once delivered and approved:

• The client owns the final output (e.g., STL, CAD, setup files)
• You retain ownership of the underlying method, not the result

6.3 Dental Nexus IP

Dental Nexus owns:

• Platform technology
• Algorithms
• Branding
• Workflows and dashboards
• UX/UI and operational tools

6.4 Data Usage

You grant Dental Nexus a license to use anonymized and aggregated data to:

• Improve workflows
• Train AI-related features
• Maintain quality systems
• Benchmark provider performance

Dental Nexus does not sell Personal Data.

7Non-Solicitation & Non-Circumvention

7.1 No Bypassing the Platform

You agree not to:

• Contact Dental Nexus clients outside the platform
• Accept work from platform clients off-platform
• Circumvent Dental Nexus fees
• Encourage clients to move cases away from Dental Nexus

Violations may result in suspension or removal.

7.2 No Interference

You may not:

• Disparage Dental Nexus or its users
• Interfere with platform ratings, reviews or matching
• Misrepresent competitors' services

8Performance Evaluation & Certification

Dental Nexus may evaluate Sellers based on:

• SLA compliance
• Revision rates
• Quality audits
• Communication standards
• Client feedback
• Case outcomes (non-clinical metrics)

Dental Nexus may modify:

• Visibility in search or matching
• Certification tier
• Case volume
• Access to advanced features

9Termination

9.1 By Dental Nexus

Dental Nexus may suspend or terminate your account immediately if:

• You violate this Agreement
• You perform unsafe or negligent work
• You breach data or privacy rules
• You attempt circumvention
• You act unprofessionally

9.2 By Provider

You may close your account at any time.

9.3 Effect of Termination

Upon termination:

• Platform access ends
• You must delete all patient data
• You are paid only for completed, approved work
• Dental Nexus may retain anonymized data for analytics

10Limitation of Liability

To the fullest extent allowed by law:

• Dental Nexus is not liable for clinical outcomes, manufacturing errors or case results
• Dental Nexus does not guarantee any earnings or case volume
• Dental Nexus is not responsible for errors in third-party CAD tools or manufacturing equipment
• Total liability is limited to the platform fees paid by you in the last 12 months

Indemnity

You agree to indemnify Dental Nexus for claims arising from:

• Your work or services
• Clinical or manufacturing decisions
• Regulatory violations
• Data breaches caused by your systems
• Misuse of the platform

11Governing Law

This Agreement is governed by the laws of [TO BE DETERMINED], unless superseded by mandatory local law.

12Acceptance

By:

• Creating a Seller/Provider account
• Checking “I agree to the Seller Agreement”
• Offering services on Dental Nexus
• Delivering designs, plans or products

You confirm that:

• You understand and agree to this Agreement
• You act as an independent contractor
• You accept all responsibility for your work
• You are authorized to provide services in your region