Curve Memberships Platform Agreement
Updated: September 1, 2026
This Curve Memberships Platform Agreement (this “MPA”) provides information about how Client can use Curve’s cloud based Memberships Platform (the “Platform”), as defined below, to create one or more dental membership plans (each a “Dental Membership Plan” or “Plan”) for Client’s patients. To create a Dental Membership Plan using the Platform, Client must complete an online enrollment process for Client’s practice(s) (“Practice Enrollment Form”). Upon enrollment, Client will gain access to the Platform and the Management Services, as defined below, which Client may use to create, administer, and market one or more Dental Membership Plans for Client’s patients. By joining one of Client’s Dental Membership Plans and paying a recurring membership fee (the “Membership Fee”), a person (each, a “Plan Participant”) becomes eligible to receive the dental services that Client decides to include under Client’s Plan (the “Included Services”) at no additional cost. CD Newco, LLC (“Curve”) provides the Platform by which Client may create and administer Dental Membership Plans, utilize billing & payment processing services for the Membership Fees, financial tools and analysis, and additional marketing & management services (collectively, the “Management Services”) as further described herein. Curve may amend or modify this MPA at any time, in its sole discretion, by posting the updated MPA to its website and updating the "Updated" date at the top of this page. Continuing use of the Platform more than three (3) business days after notification shall constitute acceptance of these updated terms.
1.Dental Membership Plans
After completing enrollment, Client may use the Platform to create any number of Dental Membership Plans tailored for Client’s practice and patients. Client will determine the amounts of any Membership Fees for the Plans and which dental services may be Included Services under the Plans. Client may also add and promote additional benefits to Client’s Plan Participants related to Non-Included Services, as described below. For Client’s convenience, Client may choose to use any of the recommended or preset plans included on the Platform, and by doing so Client agrees to the elements included in each of the preset plans Client uses. Curve will process the Membership Fees and remit them to Client as described herein.
The services that Client advertises as Included Services must be provided at no additional charge to Client’s Plan Participants. That is what constitutes a Dental Membership Plan. If a Plan Participant requires dental services that are NOT among the Included Services (any “Non-Included Services”), Client may, of its own accord, provide those Non-Included Services to the Plan Participant at Client’s then-current rates; OR Client may of, its own accord, apply any Plan Participant cost reductions as a benefit that Client may have decided to offer to Plan Participants on Non-Included Services. Client is NOT required to provide any cost reductions for Non-Included Services. Payment for Non-Included Services is payable directly to Client and may not be made by the patient using the Platform.
BY ENTERING INTO THIS MPA OR BY USING THE PLATFORM TO CREATE A DENTAL MEMBERSHIP PLAN FOR PLAN PARTICIPANTS, CLIENT ACKNOWLEDGES AND AGREES THAT CURVE IS NOT AN INSURANCE COMPANY AND THAT ANY DENTAL MEMBERSHIP PLAN THAT CLIENT CREATES USING THE PLATFORM IS NOT A CONTRACT OF INSURANCE. A DENTAL MEMBERSHIP PLAN IS A PACKAGE OF DENTAL SERVICES THAT CLIENT AGREES TO PROVIDE TO PLAN PARTICIPANTS IN EXCHANGE FOR THE MEMBERSHIP FEE. A DENTAL MEMBERSHIP PLAN IS NOT A DISCOUNT PLAN AND CURVE IS NOT A DISCOUNT PLAN ORGANIZATION.
WE URGE CLIENT TO CONSULT WITH CLIENT’S LEGAL ADVISORS AND CLIENT’S STATE’S DENTAL BOARD TO DETERMINE THE LEGAL STATUS OF DENTAL MEMBERSHIP PLANS IN CLIENT’S STATE AND TO CONFIRM THAT CLIENT’S PROVISION OF SUCH PLANS COMPLIES WITH THE LAWS APPLICABLE TO CLIENT’S PRACTICE. CURVE IS NOT LIABLE TO CLIENT OR TO ANY OTHER PARTY FOR THE COSTS OF SUCH LEGAL REVIEW, FOR THE COST OF DEFENDING AGAINST ANY LEGAL ACTION, OR FOR ANY FINE, SANCTION, FEE, OR PENALTY THAT MAY BE IMPOSED UPON CLIENT AS RESULT OF CLIENT’S CREATION, OFFERING, AND/OR OPERATION OF A DENTAL MEMBERSHIP PLAN.
2. MANAGEMENT SERVICES, MANAGEMENT SERVICES FEES, REMISSION OF MEMBERSHIP FEES
2.1
In consideration for giving Client access to the Platform and for performing the Management Services, and subject to Section 2.4 below, Client agrees to pay Curve the applicable fees for such Management Services Client chooses when Client signs up (“Management Services Fees”). Management Services Fees may vary based on the level of service subscribed for. Curve reserves the right to terminate Client’s use of the Platform in the event that any Management Services Fees are not paid when due.
2.2
To utilize the Platform, Client agrees to provide valid bank account information during its enrollment and to ensure that such information is updated as necessary (“Payment Information”). For payment of the recurring Management Services Fee and any other amounts due to Curve hereunder, including without limitation payments due to Curve under Section 4, Client authorizes Curve and its payment processors, as applicable, to use any Payment Information Client provides during enrollment to automatically debit any and all amounts owed by Client to Curve under a Plan at any time, from the designated account on the date the applicable amounts are due under this MPA, if any. Client certifies that Client is an authorized user of the designated account and that Client has permission to designate the account for payment. Client agrees to follow NACHA rules applicable to ACH transactions that Client conducts. Client agrees that Client will not dispute scheduled transactions related to Membership Plans with Client’s bank so long as the transactions correspond to this MPA (as updated from time to time in accordance with the terms herein). Client understands that because these are electronic transactions, funds may be withdrawn from the account immediately. If an ACH debit transaction is rejected for any reason, Client understands Curve may continue to re-process the ACH debit transaction (for the amount due and any applicable cost or transaction fees) after the first ACH attempt. Further, Client understands that Curve may also impose a fee for each declined transaction related to Membership Plans, as permitted by applicable law, and that fees for declined transactions may be in the amount of $20.00 or higher per declined transaction. Curve may utilize other electronic means to debit any outstanding charges related to Membership Plans from Client’s account, and Client authorize Curve to do so. Curve’s current procedure is to retry a declined transaction related to Membership Plans after 1 hour, after 24 hours and after 3 days. If any payment of Management Services Fees has not been received thirty (30) days after the due date, Curve may suspend Client’ Dental Membership Plan(s).
2.3
Curve currently uses a third-party payment processor to process Membership Fees. The Platform integrates with the payment processor Stripe’s software to process all Membership Fees paid under Client’s Dental Membership Plan(s). If Client is a Curve Pay user, the integration between the Platform and Stripe is separate and different from the integration of Curve Pay and the Curve software, and will require a separate and additional implementation. The Curve Pay Terms of Service available on the Curve Dental website do not apply to Curve Memberships.
Membership Fees, minus (i) payment/merchant processing fees, and (ii) associated refunds made by Curve (as described below), will be remitted to Client on the 1st business day of each month. Any remittance due Client may be applied, in Curve’s sole discretion, to any amounts that Client owes Curve with respect to Membership Plans. If Curve applies such remittance to Client’s payment obligations, Curve will notify Client that Curve has applied such remittance, either directly to Client or through a posted transaction on Client’s monthly statement. Client agrees that the bank account information Client has provided to Curve may be used for deposits from Stripe or a successor processor and for debit transactions as set forth in Section 2.2 above. Currently, Stripe is our third-party payment processor. Stripe’s fee schedule for online payment processing can be found here: https://stripe.com/us/pricing. Curve reserves the right to change its third-party payment processor(s) with not less than thirty (30) days prior notice to Client. In the event of such change, Client will be provided with a new fee schedule for any applicable fees regarding online payment processing. Any reference herein to Stripe means Stripe or Curve’s then-current payment processor.
2.4
Client will be provided a detailed report of each payout to Client’s bank account indicating the transactions included in that payout. Payments will be delivered monthly for Membership Fees received during the prior month.
3. CUSTOMER DATA, PROTECTED HEALTH INFORMATION
Client acknowledges that the information or data that Client provides to Curve for the purpose of Curve’s performance of the Management Services (“Customer Data”) may include protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). Client represents, warrants, and covenants to Curve that Client owns or otherwise has, and will have, all necessary rights and consents in and relating to the Customer Data so that, as received and processed in the performance of the Management Services, such Customer Data does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party, or violate any applicable laws, including but not limited to, HIPAA.
4. REFUNS TO PLAN PARTICIPANTS
Pursuant to the Participant Terms and Conditions, a Plan Participant may terminate his or her enrollment by giving notice of such termination at any time prior to the end of the then-current term. Most Dental Membership Plans are for a period of twelve (12) months, though certain Specialty Dental Membership Plans — i.e., plans that offer discounts on services that are not included in a standard discount plan (for instance, restorative dentistry, whitening, Invisalign) — may be for a period of less or more than twelve (12) months. Enrollment in non-Specialty Plans automatically renews for successive one (1)-year periods unless the Plan Participant terminates such Participant’s enrollment pursuant to Plan Participant’s membership terms and conditions (the “Participant Terms and Conditions”) or Client terminates the Plan Participant’s enrollment pursuant to the terms of this MPA.
In the event Curve refunds any prepaid amounts to a Plan Participant, the refund will be deducted from Client’s Stripe (or applicable payment processor) account on the day the refund is issued, along with any associated transaction fees. Depending on Client’s current Stripe account balance and the number of refunds requested at a given time, Stripe may debit Client’s bank account to process Plan Participant refunds. By way of illustration and example, if Client receives $100.00 in Membership Fee payments but refunds $200.00 of prior payments, Client’s Stripe account balance would be negative $100.00. If no further payments are received to balance out the negative amount, Curve may debit Client’s bank account as set forth herein, and Client hereby authorizes and direct Curve, at Curve’s option, to debit Client’s bank account for such purposes.
5. COPYRIGHT/ OWNERSHIP
Title to the Platform, including the software, documentation and all intellectual property contained therein, remains with Curve and its licensors at all times. Copyright notices and other proprietary rights notices in the software or documentation shall not be deleted or modified. This MPA does not transfer any ownership rights. The source code for the software (“Source Code”) is not being provided and is a trade secret of Curve and/or Curve’s licensors. In no event will Client attempt to reverse engineer, copy, imitate, transfer or create a derivative work of the Platform or its documentation or related marketing materials.
If Curve, in its sole discretion, determines that Client has entered into an agreement with a company that directly or indirectly competes with Curve, its software, the Platform, its products and/or services at any time during which Client is using the Platform, Curve may immediately terminate this MPA and pursue any other available rights and remedies it may have against Client. Notwithstanding the foregoing, nothing in this Section 5 is to be construed as preventing Client from using another company that provides a similar program, software, or services, in the operation of Client’s dental practice.
6. PLATFORM ACCESS AND USE
6.1 Right to Access
Subject to and conditioned on Client’s and Client’s employees’ and onsite contractors’ (“Authorized Users”) compliance with the terms and conditions of this MPA, Curve hereby grants Client the right to access and use the Platform solely by Authorized Users for the purpose described herein. Once Client has received access to the Platform, Client will be provided with one or more administrative user IDs (the “Admin User(s)”). The Admin User(s) can issue multiple user IDs for other individual users to access and use the Platform and can assign permissions to each user ID. Each Authorized User must have its own unique User ID and password and may use only that User ID and password to access the Platform. A User ID may not be shared by individuals. Client is responsible for all acts and omissions of all Authorized Users. The Admin User(s) as well as each person issued a User ID are responsible for keeping their User IDs and passwords secret and confidential. Client agrees that Client is responsible for any communications, transactions or use of the Platform that are made by or through Client’s Authorized Users, together with any fees, charges, liability or other obligation that may result from such use. Client is responsible for changing the password of an Authorized User if Client believes that the password has been stolen or might otherwise be misused or compromised. Authorized Users will have no right to use the Platform except as expressly provided herein. Except as otherwise expressly provided in this MPA, as between the parties, Curve has and will retain sole control over the operation, provision, maintenance, and management of the Platform.
6.2 Reservation of Rights.
Except for the rights expressly granted to Client in this Section 6, nothing in this MPA grants any right, title or interest in or to (including any license under) any registered or unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, or any similar or equivalent rights or forms of protection, in any part of the world (“Intellectual Property Rights”) in or relating to the Platform, whether expressly, by implication, estoppel or otherwise. Curve reserves the right, in its sole discretion, to make any changes to the Platform any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any technical or functional descriptions, requirements, plans or reports, that are provided or used by Curve or any Subcontractor in connection with the Platform (“Curve Materials”) that Curve deems necessary or useful to maintain or enhance Curve’s services generally or to comply with applicable laws.
6.3 Suspension or Termination of the Platform
Curve may, directly or indirectly, suspend, terminate or otherwise deny Client, any Authorized User’s, a Plan Participant, or any other individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entities (each a “Person”) access to or use of all or any part of the Platform or the Curve Materials, without incurring any resulting obligation or liability, if: (a) Curve receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Curve to do so; or (b) Curve believes, in its reasonable discretion, that: (i) Client or any Authorized User has failed to comply with any material term of this MPA, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under this MPA; or (ii) Client or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of part of the Platform. This Section 6.3 does not limit any of Curve’s other rights or remedies, whether at law, in equity or under this MPA.
6.4 Use Restrictions
Client will not, and will not permit any other of Client’s employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors or legal advisors (“Representatives”) to, access or use the Curve Materials except as expressly permitted by this MPA. For purposes of clarity and without limiting the generality of the foregoing, Client will not, except as this MPA expressly permits: (a) copy, modify or create derivative works or improvements of the Curve Materials (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Curve Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the software included in the Curve Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Platform or access or use the Curve Materials other than by an Authorized User through the use of his or her own then-valid User ID and password (“Access Credentials”); (e) input, upload, transmit or otherwise provide to or through the Platform, any information or materials that are unlawful or injurious, or contain, transmit or activate any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code; (f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform or provision of services to any third party, in whole or in part; (g) access or use the Curve Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Curve customer), or that violates any applicable laws, rules or regulations; or (h) otherwise access or use the Platform or Curve Materials beyond the scope of the authorization granted under Section 6.1.
7. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
THE CURVE MEMBERSHIPS PLATFORM, CURVE MATERIALS, AND ALL SERVICES PROVIDED BY ON BEHALF OF CURVE IN CONNECTION WITH THIS MPA ARE PROVIDED “AS IS.” CURVE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CURVE MAKES NO WARRANTY OF ANY KIND THAT THE CURVE MEMBERSHIPS PLATFORM OR CURVE MATERIALS, OR ANY PRODUCTS OR SERVICES OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO CERTAIN PROVISIONS OF THIS SECTION 7 MAY NOT APPLY TO CLIENT; HOWEVER, THEY APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
8. INDEMNITY/ LIABILITY WAIVER
IN NO EVENT WILL CURVE BE LIABLE TO CLIENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS ARISING FROM CLIENT’S USE OF CURVE’S SOFTWARE OR CURVE’S ACTIONS HEREUNDER, EVEN IF CURVE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF CURVE TO CLIENT IN CONNECTION WITH CURVE MEMBERSHIP PLANS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE, BREACH OF STATUTORY OR OTHER DUTY), MISREPRESENTATION, RESTITUTION, DELAY, FAILURE TO PERFORM, OR OTHERWISE HOWSOEVER ARISING IN RELATION TO THIS MPA SHALL NOT EXCEED THE MANAGEMENT FEES IT HAS RECEIVED IN THE THREE MONTH PERIOD PRECEDING THE ACTS OR OMISSIONS GIVING RISE TO THE CLAIM FOR DAMAGES.
Client agrees to defend, indemnify and hold Curve and its directors, officers, agents, contractors, affiliates, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of this MPA or Client’s Dental Membership Plan(s), excluding claims, actions, investigations or proceedings resulting from Curve’s gross negligence or willful misconduct.
9. GENERAL
9.1 Compliance with the Law; Reformation for Change in Law; Severability
Each of the Parties hereto shall fully comply with all applicable laws. If any term or provision of this MPA is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this MPA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto will negotiate in good faith to modify this MPA so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
9.2 No Third-Party Billing
Client expressly agrees that the Membership Fee shall satisfy and discharge in full all of Client’s claims for compensation with respect to the Included Services under any Dental Membership Plan and that, other than the Membership Fee, Client will not bill the Plan Participant or any third party or parties for such Included Services.
9.3 Termination; Effect of Termination
This MPA will be effective for as long as Client manages Dental Membership Plans utilizing the Platform. Notwithstanding the foregoing, Client’s obligation to pay the Management Services Fee shall continue unless and until this MPA is terminated.
Please be advised that although Client may terminate Client’s use of the Platform at any time, Client may still have Plan Participants paying membership fees through the Platform for the Dental Membership Plan(s) that Client is terminating. If the Plan is terminated without warning or without ample notice to all current Plan Participants that Client is terminating the Plan, Client may experience negative effects associated with Plan Participants who are paying or have paid for a Plan that is no longer offered. Consequently, Curve strongly encourages a minimum of three (3) months’ written notice to all of Client’s current Plan Participants prior to cancelling Client’s participation in Curve Dental Memberships.
Following termination of this MPA or cancellation of Client’s Plan(s) for any reason, including termination under or pursuant to Sections 2.1, 2.4 and 6.3, Client will be responsible for refunding Client’s Plan Participants a pro rata portion of any monthly or annual membership fees paid to Client or Client’s practice, less any deductions Client is entitled to retain hereunder.
Upon any termination of this MPA for any reason, and except as expressly set forth herein, all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; provided, however, that Curve shall continue to provide Client with access to the Platform billing page and reports for at least ninety (90) days so that Client may wind down Client’s Dental Membership Plan(s). Upon termination of this MPA, and except as otherwise provided herein, Curve shall cease providing Management Services and other related services hereunder. Upon the termination of this MPA, each party will return or destroy all Confidential Information of the other party, provided, however, each party may retain the other party’s Confidential Information stored on its backup, archives and disaster recovery systems until such Confidential Information is deleted in the ordinary course; provided all such Confidential Information will remain subject to all confidentiality, requirements of this MPA. In no event will termination by either party relieve Client of Client’s obligation to pay any fees payable to Curve for the period prior to the effective date of termination.
9.4 Surviving Terms
The provisions set forth in the following sections, and any other right or obligation of the parties in this MPA that, by its nature, should survive termination or expiration of this MPA, will survive any expiration or termination of this MPA: Sections 5, 6.4, 7, 8 and 9.
9.5 Headings.
The headings in this MPA are for reference only and do not affect the interpretation of this MPA.
9.6 Waiver
No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this MPA, no failure to exercise or delay in exercising, any rights, remedy, power or privilege arising from this MPA will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.