Membership & Subscription Agreement

Article I: The OneOral Membership

1.1 Membership. OneOral offers a recurring membership designed to help individuals improve and maintain their oral health through preventive products, education, technology, diagnostics, access to licensed healthcare professionals, and other services that may become available over time. Membership is intended to provide an integrated preventive oral health experience. Depending upon the Membership selected and your location, benefits may include preventive oral care products, oral health assessments, educational content, access to digital tools, salivary or other diagnostic testing, access to telehealth services provided by independently licensed healthcare professionals, discounts through participating dental membership or discount programs, and other services offered by OneOral or its strategic partners. Membership benefits may vary by jurisdiction, regulatory requirements, product availability, and the specific Membership selected. The availability of any particular benefit, product, provider, or service may vary by Membership level, geographic location, applicable law, inventory availability, and changes made pursuant to this Agreement. OneOral may offer different Membership tiers, promotional programs, pilot offerings, or Member-specific benefits from time to time, and not all Members will receive identical benefits.

1.2 Eligibility. Membership is available only to individuals who are at least eighteen (18) years of age and who are legally capable of entering into binding contracts. Certain Membership benefits may not be available in every state due to regulatory or licensing requirements. OneOral reserves the right to refuse or terminate Membership where permitted by law.

1.3 Nature of Membership. Membership is a subscription-based consumer program. Membership is not insurance. Membership is not a dental insurance policy. Membership is not a substitute for maintaining a relationship with a licensed dentist that you visit at intervals recommended by the Member's dental provider. Membership is intended to complement—not replace—traditional dental care. Membership does not create a dentist-patient relationship with OneOral. Any provider-patient relationship arises solely between the Member and the independently licensed healthcare professional providing Clinical Services.

1.4 Membership Components. The Membership may include one or more of the following: preventive oral care products; personalized oral health recommendations; educational materials; digital tools; artificial intelligence-assisted educational features; oral health assessments; diagnostic testing; telehealth access; discounts available through participating provider networks or dental membership organizations; future products or services offered directly by OneOral or through strategic partners. The specific components available to each Member may vary depending upon the Membership level selected and applicable law.

Article II: Membership Benefits

2.1 General Benefits. OneOral's objective is to help Members improve their oral health through prevention rather than reaction. Accordingly, Membership is designed to encourage healthier habits, earlier identification of potential concerns, increased access to educational resources, and convenient access to oral healthcare professionals when appropriate. Membership benefits are intended to evolve as new technologies, products, diagnostics, and services become available. Membership is intended to promote proactive oral health management rather than episodic treatment.

2.2 Preventive Products. Depending upon the Membership selected, Members may periodically receive preventive oral health products selected by OneOral or recommended through personalized oral health protocols, diagnostic information, or licensed healthcare professionals, where appropriate. Products may include toothpaste, rinses, gels, whitening products, prescription products (when prescribed by a licensed provider), oral hygiene devices, diagnostic kits, nutritional supplements, or other oral health products. OneOral may change, substitute, add, discontinue, or improve products included within the Membership at any time without requiring amendment of this Agreement, provided that such changes are made in good faith and are generally consistent with the objectives of the Membership.

2.3 Educational Resources. Members may receive educational materials designed to promote healthier oral hygiene practices and improve understanding of the relationship between oral health and overall health. Educational materials may be provided through articles, videos, digital content, mobile applications, reminders, notifications, artificial intelligence tools, webinars, newsletters, or other media. Educational content is provided solely for informational purposes and should not be interpreted as individualized medical or dental advice.

2.4 Digital Platform. Members may receive access to the OneOral website, mobile applications, dashboards, tracking tools, educational resources, and other digital services. OneOral continually improves its technology and may modify, redesign, replace, or discontinue features without prior notice.

2.5 Telehealth Services. Certain Memberships may include access to virtual consultations provided by independently licensed dental professionals. Telehealth services are governed by separate Telehealth Consent forms and other applicable healthcare documentation. Enrollment in Membership does not guarantee that telehealth services will be available in every jurisdiction or that a consultation will result in any diagnosis, prescription, or treatment recommendation.

2.6 Diagnostic Services. OneOral may offer salivary diagnostics, microbiome analysis, oral health assessments, or other laboratory-based services. Diagnostic testing may be performed by independent laboratories. Results may be reviewed by licensed healthcare professionals where appropriate. Laboratory testing is intended to assist in understanding oral health and supporting preventive care and is not intended to diagnose every medical or dental condition. Diagnostic services may not be available in every jurisdiction and may require separate informed consent documentation.

2.7 Future Services. The Parties acknowledge that the OneOral Membership is intended to evolve continuously, including future strategic partnerships. Accordingly, OneOral may introduce additional products, technologies, educational resources, artificial intelligence tools, remote monitoring capabilities, diagnostic services, wellness programs, prescription management services, care coordination services, and other preventive healthcare offerings during the Term of this Agreement. Unless otherwise expressly stated, such enhancements shall automatically become part of the Membership and shall be governed by this Agreement without requiring execution of a new Membership Agreement.

Article III: Products and Third-Party Services

3.1 Products. Products distributed through OneOral may be manufactured by OneOral or by independent third-party manufacturers. OneOral reserves the right to modify suppliers, manufacturers, formulations, packaging, fulfillment methods, branding, sourcing arrangements, or fulfillment partners as commercially appropriate. Nothing in this Agreement guarantees that any specific manufacturer or product will remain part of the Membership.

3.2 Prescription Products. Certain products may require evaluation and prescription by a licensed healthcare professional. Prescription decisions are made solely by independently licensed providers exercising their professional judgment. Prescription products are available only where legally permitted and only if prescribed by an independently licensed healthcare professional exercising independent clinical judgment. Enrollment in Membership does not guarantee eligibility for any prescription product.

3.3 Discount Medical Plan Organization Disclosures. Where Membership includes access to discounts available through a Discount Medical Plan Organization ("DMPO") or similar discount program, additional disclosures required by applicable state law may apply. Such disclosures shall be provided separately where required by law and are incorporated into the Membership Agreement by reference. Participation in any DMPO is voluntary and is not insurance. The use of third-party providers does not create any partnership, joint venture, or agency relationship between the Member and such provider except as expressly provided in separate agreements applicable to those services.

3.4 Telehealth Services. Telehealth services may not be available in every jurisdiction. Availability depends upon applicable law, provider licensure, and operational considerations. Separate informed consent documentation may be required before receiving Clinical Services.

3.5 Laboratory Services. Diagnostic testing is performed by independent laboratories. Laboratory services may be unavailable in certain jurisdictions. Separate informed consent documentation may apply.

3.6 Third-Party Providers. Certain Membership benefits may be provided by independent third parties, including laboratories, telehealth providers, fulfillment companies, payment processors, software providers, dental membership organizations, or other strategic partners. While OneOral carefully selects these providers, each remains responsible for its own products and services. OneOral is not responsible for the independent professional judgment, acts, omissions, or services of third-party providers, except as required by applicable law. OneOral does not control the independent professional judgment of healthcare providers or laboratories.

3.7 Membership Is Dynamic. The Member acknowledges that OneOral is an evolving preventive oral health platform. Products, services, technologies, vendors, partnerships, diagnostic offerings, digital tools, and Membership features may be added, modified, replaced, or discontinued from time to time in order to improve the Member experience, comply with applicable law, or respond to advances in technology or healthcare. Such changes shall not constitute a breach of this Agreement, provided that OneOral continues to offer a commercially reasonable preventive oral health membership.

Article IV: Membership Fees, Billing, and Renewal

4.1 Membership Fees. In consideration of the Membership benefits provided under this Agreement, the Member agrees to pay the membership fees, subscription charges, shipping charges, taxes, and other applicable amounts disclosed during enrollment or as subsequently modified in accordance with this Agreement. Membership fees are billed on a recurring basis unless otherwise stated at the time of enrollment.

4.2 Automatic Renewal. Unless canceled in accordance with this Agreement, Membership automatically renews at the conclusion of each billing period, and the Member authorizes OneOral to charge the payment method on file for all recurring Membership fees and applicable taxes. The Member is responsible for maintaining current payment information. The Member may cancel recurring billing at any time through the Member Portal or by contacting OneOral Customer Support, subject to Section 9.2.

4.3 Payment Authorization. By enrolling in Membership, the Member authorizes OneOral and its designated payment processors to charge all Membership fees, product purchases, shipping charges, taxes, and other authorized charges to the Member's designated payment method. If payment cannot be successfully processed, OneOral may suspend Membership benefits until payment is received.

4.4 Price Changes. OneOral reserves the right to modify Membership pricing from time to time with not less than thirty (30) days' prior notice. Material pricing changes shall become effective only after reasonable advance notice to Members. Continued participation in the Membership after the effective date of such changes constitutes acceptance of the revised pricing.

4.5 Taxes. The Member is responsible for all applicable sales, use, excise, or similar taxes associated with Membership, products, or services, excluding taxes based upon OneOral's net income. Where required by law, OneOral will collect and remit applicable taxes.

4.6 Shipping. Membership products may be shipped directly to the Member by OneOral or its fulfillment partners. Estimated delivery dates are estimates only and are not guaranteed. Risk of loss passes to the Member upon delivery to the shipping carrier unless otherwise required by applicable law. Certain products may be shipped separately or fulfilled by different suppliers.

Article V: Telehealth Services

5.1 Independent Providers. Clinical services offered through the Membership are provided by independently licensed dentists or other healthcare professionals. These professionals are not employees of OneOral. Each Provider exercises independent professional judgment and is solely responsible for diagnoses, treatment recommendations, prescriptions, referrals, and other clinical decisions. Providers may determine that no treatment, prescription, or referral is clinically appropriate.

5.2 Separate Consent. Participation in telehealth services requires acceptance of separate Telehealth Consent documentation and any additional disclosures required by applicable law. Nothing in this Agreement modifies those clinical documents.

5.3 No Guarantee of Clinical Services. Enrollment in Membership does not guarantee: availability of telehealth services in every jurisdiction; a consultation with a Provider; issuance of any prescription; a diagnosis; any particular treatment recommendation; referral to a specialist or that any provider will determine telehealth is clinically appropriate. Clinical decisions remain solely within the professional judgment of the treating Provider.

5.4 Emergency Care. The Membership is not intended to provide emergency dental or medical care. If the Member experiences a dental or medical emergency, the Member should immediately contact a local emergency provider or dial 911.

Article VI: Diagnostic Services

6.1 Preventive Diagnostics. OneOral may make available various diagnostic services intended to support preventive oral healthcare. These may include salivary diagnostics, oral microbiome analysis, biomarker testing, imaging review, questionnaires, oral health scoring, or other technologies introduced during the Membership.

6.2 Independent Laboratories. Laboratory testing may be performed by independent laboratories selected by OneOral. OneOral does not independently perform laboratory testing.

6.3 Interpretation. Where clinically appropriate, diagnostic information may be reviewed by licensed healthcare professionals. Diagnostic information may also be incorporated into educational materials, personalized recommendations, oral health assessments, or preventive care protocols. Diagnostic information may also be incorporated into personalized preventive care recommendations generated by OneOral's digital tools or artificial intelligence technologies, provided such information is not represented as professional medical or dental advice unless reviewed by a licensed healthcare professional. Diagnostic information may also be used to personalize educational content, product recommendations, and preventive protocols, provided such use does not constitute the practice of dentistry or medicine unless reviewed by an appropriately licensed healthcare professional.

6.4 Limitations. Diagnostic testing has inherent limitations. No diagnostic service offered through the Membership is intended to identify every disease, predict every future condition, or replace comprehensive clinical examination by a licensed dentist or physician.

Article VII: Artificial Intelligence and Digital Tools

7.1 AI-Assisted Features. OneOral may utilize artificial intelligence, machine learning, predictive analytics, automation, and other digital technologies to enhance the Member experience. Such technologies may assist in generating educational content, reminders, personalized recommendations, oral health assessments, preventive guidance, or other informational resources.

7.2 Informational Purposes. Artificial intelligence-generated content is intended solely to support education and preventive oral healthcare. AI-generated information does not constitute professional dental or medical advice and should not be relied upon as a substitute for consultation with a licensed healthcare professional. Members should independently verify important healthcare decisions with an appropriately licensed healthcare professional.

7.3 Continuous Improvement. Artificial intelligence tools, software features, algorithms, educational resources, and digital technologies may evolve throughout the Membership. OneOral reserves the right to introduce, modify, replace, improve, or discontinue such technologies including future technologies not currently contemplated by this Agreement, as part of its ongoing commitment to innovation and preventive healthcare.

Article VIII: Member Responsibilities

8.1 Accurate Information. The Member agrees to provide accurate, complete, and current information during enrollment and throughout the Membership. The Member shall promptly update information necessary for delivery of products, communications, telehealth services, or diagnostic testing.

8.2 Appropriate Use. Membership benefits are intended solely for the personal use of the enrolled Member. Membership benefits may not be transferred, resold, assigned, used for commercial purposes or shared outside the Member's immediate household unless expressly authorized by OneOral.

8.3 Compliance. The Member agrees to follow instructions accompanying products, prescriptions, diagnostic kits, and recommendations provided by licensed healthcare professionals. Failure to use products as directed may affect outcomes.

8.4 Independent Dental Care. The Member acknowledges that participation in the Membership does not eliminate the importance of maintaining an ongoing relationship with a licensed dentist. Routine preventive examinations, professional cleanings, diagnostic imaging, and other clinically appropriate care remain important components of maintaining oral health.

8.5 Safe Use. The Member shall immediately discontinue use of any product that causes an unexpected adverse reaction and shall promptly consult an appropriate healthcare professional and report significant product-related adverse events to OneOral when reasonably practicable.

8.6 Communications. The Member agrees that OneOral may communicate with the Member regarding the Membership, product shipments, account status, educational content, reminders, diagnostic services, telehealth scheduling, safety information, and other Membership-related matters by email, text message, push notification, telephone, or other electronic means, subject to the Member's communication preferences and applicable law.

Article IX: Membership Modifications, Suspension, and Cancellation

9.1 Membership Evolution. The Member acknowledges that the OneOral Membership is designed to evolve over time. Accordingly, OneOral may modify Membership benefits, pricing, vendors, products, technologies, strategic partners, diagnostic offerings, educational resources, artificial intelligence tools, telehealth providers, fulfillment providers, and other services in order to improve the Membership or comply with applicable law. Such modifications shall not constitute a breach of this Agreement provided that OneOral continues to provide a commercially reasonable preventive oral health Membership.

9.2 Member Cancellation. The Member may cancel Membership at any time in accordance with procedures established by OneOral. Cancellation shall become effective at the end of the current billing period unless otherwise required by applicable law. Fees already earned are generally non-refundable except as required by law or expressly provided by OneOral. Cancellation does not affect charges already incurred prior to the effective cancellation date.

9.3 Suspension or Termination by OneOral. OneOral may suspend or terminate Membership immediately if the Member: materially violates this Agreement; provides false information; engages in fraudulent activity; abuses Membership benefits; interferes with the operation of the OneOral Platform; violates applicable law or where continued participation could present a safety, legal, or regulatory concern. OneOral may also suspend Membership where reasonably necessary to protect the security or integrity of the Platform or to comply with legal or regulatory requirements.

9.4 Effect of Termination. Upon termination of Membership: access to Membership benefits shall cease; recurring billing shall stop following the effective termination date, subject to any outstanding payment obligations; obligations intended to survive termination, including payment obligations, dispute resolution, intellectual property protections, confidentiality obligations, and limitations of liability, shall remain in effect.

Article X: Disclaimers

10.1 Preventive Health Program. The OneOral Membership is designed to support preventive oral health through education, products, diagnostics, digital technologies, access to licensed healthcare professionals, and related services. The Membership is intended to encourage healthier oral hygiene practices and facilitate access to preventive resources. However, individual results will vary based upon numerous factors, including each Member's health status, genetics, lifestyle, compliance with recommended protocols, participation in the Membership, and ongoing professional dental care. OneOral does not guarantee that participation in the Membership will prevent disease, eliminate the need for dental treatment, reduce future dental expenses, or produce any particular health outcome. Nothing contained in this Agreement should be interpreted as a promise that Members will require fewer dental visits, fewer dental procedures, or lower future dental costs.

10.2 No Practice of Dentistry. OneOral is not a licensed dental practice and does not itself provide professional dental or medical services. Clinical services made available through the Membership are performed solely by independently licensed healthcare professionals exercising independent professional judgment. Nothing contained in this Agreement shall be construed as establishing a dentist-patient relationship between the Member and OneOral.

10.3 No Insurance. The Membership is not insurance, is not intended to replace dental insurance, and does not satisfy any legal requirement to maintain health or dental insurance coverage. Where applicable, discounts available through participating dental membership or discount programs are subject to separate terms, disclosures, and state regulatory requirements.

10.4 Educational Information. Educational materials, newsletters, articles, videos, webinars, artificial intelligence-generated content, oral health assessments, and similar resources are provided solely for informational and educational purposes. Such information is not intended to diagnose, treat, cure, or prevent any disease and should not be relied upon as professional medical or dental advice.

10.5 Third-Party Products and Services. Certain Membership benefits may be provided by independent laboratories, telehealth providers, manufacturers, fulfillment providers, payment processors, software providers, or other third parties. Except as otherwise required by law, OneOral does not warrant or guarantee the performance, availability, or results of products or services provided by independent third parties, including delays or interruptions caused by such third parties.

Article XI: Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE ONEORAL MEMBERSHIP, THE ONEORAL PLATFORM, ALL PRODUCTS, EDUCATIONAL RESOURCES, SOFTWARE, ARTIFICIAL INTELLIGENCE TOOLS, DIAGNOSTIC SERVICES, TELEHEALTH ACCESS, AND ALL OTHER MEMBERSHIP BENEFITS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ONEORAL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, UNINTERRUPTED OPERATION, OR RESULTS. ONEORAL DOES NOT WARRANT THAT THE MEMBERSHIP WILL BE UNINTERRUPTED, ERROR-FREE, CONTINUOUSLY AVAILABLE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

Article XII: Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ONEORAL, ITS AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, STRATEGIC PARTNERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MEMBERSHIP, PRODUCTS, SERVICES, TELEHEALTH CONSULTATIONS, DIAGNOSTIC TESTING, EDUCATIONAL MATERIALS, ARTIFICIAL INTELLIGENCE TOOLS, OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONEORAL'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL MEMBERSHIP FEES ACTUALLY PAID BY THE MEMBER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing contained herein limits liability that cannot be limited under applicable law.

Article XIII: Dispute Resolution

13.1 Informal Resolution. Before commencing formal legal proceedings, the Parties agree to make a good-faith effort to resolve any dispute through informal discussions.

13.2 Arbitration. Except where prohibited by applicable law, any dispute arising out of or relating to this Agreement or the Membership shall be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Dallas, Texas. Judgment upon the award may be entered in any court having jurisdiction. Nothing herein prevents either Party from seeking temporary or permanent injunctive relief to protect intellectual property, confidential information, or other rights where appropriate. The Federal Arbitration Act applies. Arbitration fees shall be allocated in accordance with applicable law and the applicable AAA Consumer Arbitration Rules.

13.3 Class Action Waiver. To the fullest extent permitted by law, disputes shall be resolved solely on an individual basis. The Member waives any right to participate as a plaintiff or class member in any purported class action, collective action, representative action, or private attorney general proceeding.

Article XIV: Relationship to Other Agreements

This Agreement governs the Member's commercial relationship with OneOral. Additional agreements or disclosures may apply to specific products or services, including without limitation: Terms of Use; Privacy Policy; Telehealth Consent; HIPAA-related authorizations or notices; Diagnostic testing consents; Prescription disclosures; Discount Medical Plan Organization (DMPO) disclosures; Payment processor terms; and Other product-specific agreements. In the event of a direct conflict between this Agreement and any product-specific agreement, the product-specific agreement shall govern solely with respect to that product or service. If the Member is required to accept a separate agreement for a specific service, such agreement shall control solely with respect to that service. The Member acknowledges receipt of, or access to, such additional documents through the OneOral Platform.

Article XV: Changes to the Membership

OneOral continually improves its Membership and the technologies supporting it. Accordingly, OneOral may modify this Agreement, Membership benefits, products, pricing, strategic partnerships, diagnostics, artificial intelligence features, digital tools, educational content, fulfillment providers, telehealth providers, or other Membership components from time to time. Material changes to this Agreement will become effective after reasonable advance notice where required by applicable law. Continued participation in the Membership following the effective date of any material modification constitutes acceptance of the revised Agreement.

Article XVI: General Provisions

16.1 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to conflict-of-law principles.

16.2 Entire Agreement. This Agreement, as amended from time to time, including any state-specific addenda, together with the Terms of Use, Privacy Policy, and any documents expressly incorporated by reference, constitutes the complete agreement between the Member and OneOral regarding the Membership.

16.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified only to the extent necessary to make it enforceable while preserving its original intent as nearly as possible.

16.4 Waiver. Failure by OneOral to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

16.5 Assignment. The Member may not assign this Agreement without OneOral's prior written consent. OneOral may assign this Agreement in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, or other business transaction.

16.6 Electronic Communications. The Member consents to receive notices, disclosures, agreements, and other communications electronically. Electronic communications satisfy any legal requirement that such communications be in writing.

16.7 Survival. Any provisions of this Agreement that by their nature should survive expiration or termination, including payment obligations, payment authorizations, intellectual property rights, confidentiality obligations, disclaimers, limitations of liability, dispute resolution provisions, and governing law, shall survive termination of the Membership.

16.8 Force Majeure. OneOral shall not be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, pandemics, labor disputes, governmental actions, supply chain disruptions, internet failures, acts of war, terrorism, cyberattacks, utility failures, or interruptions affecting third-party providers.

16.9 Electronic Acceptance. The Member agrees that electronic acceptance of this Agreement constitutes the legal equivalent of a handwritten signature.