The following govern your use of services provided by Level Benefits, Inc. and its affiliates (”Level,” “we,” “our” or “us”), including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”) as, or on behalf of, a health care provider (a “Provider”).  If you join Level’s provider network as or on behalf of a Provider, you agree to the following terms (the “Network Terms”), in addition to the Provider Terms, Payment and Authorization Terms, Platform Terms of Services, and all other terms, policies, and guidelines applicable to the Services you use (together, the “Terms” and all available at www.level.com/legal/terms).  If you are using the Services on behalf of a business or entity, including by signing up for Level’s network on behalf of a dental office (“Dental Office”), you represent to us that you have authority to bind that business or entity to these terms, and that such business or entity accepts these terms.  Defined terms will have the same meaning as those found in the Provider Terms and Platform Terms, unless otherwise re-defined herein.   

1. Compensation

Fees.  In exchange for the provision of medically necessary and appropriate dental benefits, services, treatment and supplies (“Covered Services”) that a patient is eligible to receive pursuant to Level’s plan administration services (the "Patients”), Dental Office will be paid in accordance with Level’s fee schedule, as provided to Dental Office by Level and identified in the Terms Table of your Network Agreement (the “Fee Schedule”). Level may provide the Fee Schedule in an electronic format or make available to Dental Office via Level’s then-current Provider Dashboard. Dental Office acknowledges receipt of the Fee Schedule and agrees to accept such compensation and any applicable patient coinsurance, copayment, or deductible or other patient payments (“Cost Sharing”), as set forth in the description of the applicable dental plan administered by Level (“Plan Description”) as payment in full for the rendered Covered Services.

Electronic Payment.  Dental Office agrees to provide necessary account information and accept payments electronically, as governed by the Terms.

Offsets and Deductions.  Level may offset and deduct from any amounts due to Dental Office any amounts owed by Dental Office, including, but not limited to: (a) any overpayment or error in payment made to Dental Office by Level, and (b) any amounts necessary to resolve a patient complaint or grievance, as determined by Level’s Dental Director or designee.  Any offsets and/or deductions will be made by Level in accordance with applicable laws.

Fee Schedule Updates.  Level reserves the right to update the Fee Schedule at any time in its sole discretion.  Any changes made to the Fee Schedule will be communicated to Dental Office at least 30 days prior to the changes taking effect (the “Fee Schedule Notice Period”).  During the Fee Schedule Notice Period, Dentist may notify Level of termination in accordance with these Network Terms.

2. Obligations of Dental Office

Provision of Services.

1. Participation in Dental Plan(s).  Dental Office will participate in Dental Plan(s) in accordance with the Terms and the corresponding Plan Description(s) and will provide the appropriate Covered Services to patients who are patients of a Level Dental Plan. Dental Office acknowledges and agrees that Level may delete, add to, or otherwise amend or modify the self-insured dental coverage plans administered by Level (such plans in which Dental Office is eligible to participate are “Dental Plans”) at any time without Dental Office’s consent and that such deletions, additions, amendments and modifications will become immediately effective, subject to any notification requirements under applicable law or the Terms.  If Dental Office or any Dentist becomes ineligible to participate in a particular Dental Plan, Dental Office (and/or the individual Dentist(s), as applicable) will be de-linked by Level with respect to such Dental Plan and Level will not (and will ensure the applicable individual Dentist(s) do(es) not) participate under such Dental Plan.
2. Standard of Care.  Dental Office will maintain the dentist/patient relationship with all patients and will be solely responsible for the provision of dental services.  In addition, Dental Office will conduct its relationship with Level and patients in a professional and positive manner.  Dental Office will not make untruthful, inaccurate, misrepresentative or disparaging statements or omissions regarding Level or patients, or conduct itself in any fashion that could be detrimental to the business of Level, as determined by Level in its sole discretion. Dental Office will render services in a timely manner and in a manner consistent with all applicable state and/or federal laws and regulations, professionally recognized standards of dental practice, and the professional and ethical standards and guidelines issued by Level (including any standards or guidelines set forth in the a then-current version of the Provider Dashboard (the “Provider Guidelines”) or otherwise issued by Level).  Level may provide the Provider Guidelines to Dental Office in electronic format or make it available to Dental Office via Level’s website.  Level reserves the right to amend, modify, supplement or rescind terms or provisions of the Provider Guidelines at any time and from time to time.
3. Availability and Access.  Dental Office will comply with all availability and access requirements set forth in the Terms, the Provider Guidelines, or applicable law, whichever provides for the greatest availability and access to patients.‍

Licensure, Credentialing and Compliance.

1. ‍ Licensure.  Dental Office represents and warrants that it and each of its dentists (the “Dentists”) has and will maintain without interruption throughout the Term, and any period of Continuation of Care (defined below), all licenses, certifications and qualifications required by applicable federal and state laws and regulations to provide services under the Terms.  Dental Office further represents and warrants that neither Dental Office’s nor any Dentist’s required licenses, certifications or qualifications have been suspended, placed on probation, revoked, terminated or otherwise limited or restricted within the past ten (10) years
2. ‍Credentialing.  Dental Office will, and will ensure Dentists, meet and maintain all credentialing (including federal, state and NCQA guidelines) and other professional qualification requirements of Level.  Level will ensure that no Dentist performs services under the Terms unless and until he or she has met the credentialing and all other requirements set by Level, has undergone credentialing by Level or Level’s designee, and has been approved and activated on the provider network by Level.  ‍
3. Required Notices. Dental Office will notify Level immediately upon, and in no event more than one (1) business days following, its discovery of any of the following: (a) Any license, certification, or qualification of Dental Office, a Dentist or other Dental Office agent that is required under the Terms is suspended, placed on probation, revoked, terminated, or otherwise limited or restricted; (b)Dental Office or a Dentist becomes the subject of any disciplinary proceeding or action before the applicable state dental board or is otherwise the subject of an investigation by a governmental agency; (c) Dental Office or a Dentist is suspended from, loses eligibility to participate in, or otherwise ceases to participate in a state or federal program; (d) Dental Office or a Dentist is convicted of fraud or a felony; (e) Dental Office or a Dentist is subject to any determination by any third-party payor, court or other administrative tribunal that Dental Office or a Dentist may have or has engaged in the provision of substandard quality of care or abusive billing, fraud, dishonesty or other acts of misconduct in the rendering or reimbursement of dental services; (f) Dental Office or a Dentist is named as a defendant in a malpractice action involving a prior or current patient, or there is any malpractice judgment against, or settlement involving, Dental Office or a Dentist; (g) A lapse in, termination of, or reduction below required levels in the amount of insurance coverage required under the Terms; (h) A receiver, liquidator or trustee of Dental Office or a Dentist is appointed by court order, or a petition to liquidate or reorganize is filed against Dental Office or a Dentist under any bankruptcy, reorganization or insolvency law, or Dental Office or a Dentist (1) files a petition in bankruptcy or requests reorganization under any provision of the bankruptcy, reorganization or insolvency laws, (2) makes an assignment for the benefit of its creditors, or (3) is adjudicated bankrupt or insolvent; (i) There is a change in Dental Office’s or Dentist’s business address; (j) There is a change in Dental Office’s taxpayer identification number (TIN), name, or control or ownership information reported to Level; (k) There is a change in any information provided on Dental Office’s or a Dentist’s provider application; (l) or There is  change in information Dental Office has, or information its Dentists have, on file with Level, including, but not limited to, changes in office hours, office location openings and closings, changes in dentists at an office, reduction in services, and similar matters.
4. ‍Compliance with Applicable Laws.  Dental Office will, and will ensure all Dentists and other Dental Office agents, comply with all applicable state and federal laws, regulations, rules and guidelines, and any applicable local requirements, including those concerning adequate space, supplies, sanitation and fire and safety procedures.‍
5. Non-discrimination. Dental Office will not, and will ensure that Dentists do not, in any way discriminate against patients on the basis of race, color, national origin, ancestry, place of origin or residence, sex, age, religion, sexual orientation, disability, medical condition or health status, marital status, membership in a Dental Plan or program, source of payment, or any other class or status protected by applicable federal or state discrimination laws.  ‍
6. Compliance with Policies and Procedures.  Dental Office will and will ensure all Dentists comply fully with, and abide by, the rules, policies, and procedures, provided by Level, including those that are set forth in Provider Guidelines, which may be amended from time to time by Level.  If Dental Office is found to have submitted claims for dental services which are deemed by Level as fraudulent, wasteful or unnecessary, Level reserves the right to pursue financial restitution on behalf of the Client for such services.  Continued submission of such services may result in termination of contract.‍

Quality Management. Level may develop and maintain a Quality Management and Improvement Program (“QMI Program”).  Dental Office will, and will ensure Dentists, comply with such QMI Program and cooperate with Level with respect to quality management and improvement activities.  In addition, Dental Office acknowledges and agrees that Level may use the performance data of Dental Office for QMI Program activities. 

Administrative Duties.

1. Eligibility Verification.  Dental Office will verify a patient’s eligibility to receive Covered Services in accordance with the procedures set forth in the Provider Guidelines, if any.
2. Claim and Other Data Submission.  Claims will be submitted directly to Level as soon as the service is completed but can not exceed six months from the date of service.  Level will provide to Dental Office an accurate and detailed description of all Covered Services rendered to patients by completing either an electronic data interchange (EDI) submission in accordance with the Provider Guidelines or an American Dental Association (ADA) claim form.  Dental Office will ensure that all claims contain all information necessary for Level to process the claim, and that meet all applicable criteria and requirements set forth in the Provider Guidelines and applicable law (a “Clean Claim”).  Dental Office’s failure to submit a Clean Claim, subject to the claim correction and resubmission procedures set forth in the Provider Guidelines, if any, and applicable law, forfeits Dental Office’s right to payment on that claim unless the failure was the result of a catastrophic event, as determined by Level, that substantially interfered with Dental Office’s normal business operations.

Confidentiality.

1. Patient Information.  Dental Office will safeguard patients’ privacy and confidentiality, ensure accuracy of patients’ health records and maintain records of patients in an accurate and timely manner.  Both Parties agree to comply with all state and federal laws, rules and regulations, and applicable program requirements, regarding the privacy, security, confidentiality, accuracy and/or disclosure of records (including, but not limited to, medical records), personally identifiable information and/or protected health information and enrollment information, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (collectively, “HIPAA”), as well as the Health Information Technology for Economic and Clinical Health Act and the regulations promulgated thereunder (collectively, “HITECH Act”).  
2. Confidential Information.  Confidential Information includes confidential and/or proprietary information relating to Level’s systems, procedures, methodologies, business practices, claims processing practices, claims payment practices, and other non-public information. Level’s Confidential Information also includes information relating to providers in its networks, including negotiated fees, terms and discounts.  A Party receiving Confidential Information of the other Party will (a) use such Confidential Information solely for the purposes for which it is provided, and (b) otherwise protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects its own Confidential Information of a similar nature; provided, however, that a Party may disclose the other party’s Confidential Information to its employees, authorized subcontractors, agents, consultants and auditors who have a reasonable need to know such information, so long as such employees, subcontractors, agents, consultants and auditors are bound by confidentiality obligations no less restrictive than those applicable to such Party in this Section. The foregoing will not apply to any use or disclosure that is (i) required by applicable law, legal process or governmental authority, provided that the receiving Party uses reasonable efforts to notify the disclosing Party in advance of the required disclosure so as to provide the disclosing Party an opportunity to seek, at its own expense, an appropriate protective order or other remedy to contest or limit such disclosure (subject to any limitations on the receiving Party’s ability to notify the disclosing Party of such required disclosure imposed by applicable law, legal process or governmental authority); or (ii) made with the specific prior written consent of the disclosing Party.
3. Return of Confidential Information.  Upon termination or expiration of the Agreement, Dental Office will return all Confidential Information to Level.  Following termination or expiration of the Agreement, Dental Office will not in any way use or disclose Confidential Information.
4. Branding and Collateral Use.  Dental Office hereby grants Level a non-exclusive, worldwide, fully paid-up and royalty free license while participating in Level’s provider network to use contact, website, and other information that it receives or collects about Dental Office in the Level Services to describe or otherwise provide information about Dental Office.  For example, Level may use images from Dental Office’s website on the Level Services’ search tool when showing the Dental Office as a result.

Inspection, Evaluation, Audit; Document Retention.

1. Access to Records.  Dental Office will permit Level, upon advance written notice, to inspect, evaluate and audit any physical facilities and equipment, books, contracts, documents, papers, records, including dental records and documentation of Dental Office that pertain to patients, any aspect of Covered Services performed, reconciliation of benefits and determination of amounts payable (the “Records”). Dental Office will cooperate and assist with, and provide the Records to, Level for purposes of the above inspections, evaluations, and audits, or as otherwise requested by Level from time to time.
2. Retention Period.  Dental Office will maintain the Records for seven (7) years from the termination or expiration of the Agreement or the completion date of any audit conducted pursuant to the Access to Records provision above (whichever is later), unless otherwise required by law.

Insurance.  While a part of Level’s provider network, the Dental Office agrees to maintain professional liability insurance, including tail coverage as applicable, in the amount sufficient to cover both applicable risk and all state mandates, but no less than $200,000 per occurrence and $500,000 in the aggregate.

3. Limitation on Liability; Indemnification; Hold Harmless

Limitation on Liability. Neither Party will be liable for indirect, incidental, special, consequential, punitive, exemplary or multiple damages (other than by statute), including without limitation, any damages resulting from business interruption, loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with the Terms or either Party’s performance hereunder or of any other obligations relating to the Terms, even if the other Party has been advised of the likelihood of those damages. The aggregate liability of either Party to the other Party (and any entity claiming by or through a Party) arising directly or indirectly out of the Terms will not exceed an amount equal to Covered Services paid or owed under the Terms over the twelve (12) months prior to the relevant claim. This limitation on liability will not apply to indemnification claims of Indemnification by Dental Office.

Indemnification by Dental Office. Dental Office agrees to indemnify and hold Level, Level’s officers, and employees harmless for any third-party claims, lawsuits, settlements, judgments, costs, penalties and expenses, including reasonable attorneys’ fees (each, a “Claim”), in proportion to and to the extent caused by the negligence or willful misconduct of Dental Office’s employees in the performance or non-performance of Dental Office’s obligations under the Terms.

Notice. As a condition of indemnification, the Party seeking indemnification will notify the indemnifying Party in writing promptly upon learning of any Claim for which indemnification may be sought hereunder, and will tender the defense of the Claim to the indemnifying Party. The indemnifying Party will not enter into any settlement or compromise related to the Claim that contains an admission on the part of the indemnified Party, or that otherwise has a material negative impact on the indemnified Party, without the prior written consent of the indemnified Party. No Party will be obligated to indemnify the other with respect to any Claim settled without the written consent of the other. 

Hold Harmless.  Dental Office agrees that in no event, including, but not limited to, non-payment by Level, insolvency of Level, or breach of the Terms, will Dental Office bill, collect a deposit from, impose surcharges on, or have any recourse against a Client, a patient or a person acting on behalf of a patient for Covered Services provided pursuant to the Terms.  The Agreement does not prohibit Dental Office from collecting patient Cost Sharing, as specifically provided in the applicable Plan Description provided by Level and in effect at that time, or fees for non-covered services as long as the patient has been informed in advance, and has acknowledged in writing, that services are not covered and that patient is financially responsible for any non-covered services, and as long as Dental Office has complied with any other Level policies, rules or guidelines governing non-covered services.  This provision will survive termination of the Agreement, regardless of the reason for termination, including the insolvency of Level, and will supersede any oral or written agreement between Level and patient.

4. Suspension; Term; and Termination

Suspension.  Level may deactivate Dental Office or an individual Dentist from further patient selection if Level determines in its sole discretion that it needs to do so to investigate or manage Dental Office’s compliance (or with respect to an individual Dentist, such Dentist’s compliance) with Agreement terms, though Level is not obligated to do so.

Term. The initial term of this Agreement shall begin on the Effective Date of your Network Agreement and continue until the one-year anniversary thereof (the “Initial Term”). This Agreement will automatically renew after the Initial Term for additional one-year terms until terminated in accordance with these Terms.

Termination. Dental Office’s participation in Level’s provider network may be terminated in any of the following ways.

• ‍Upon Notice. After the Initial Term or following a change to the Fee Schedule, either Party may terminate with at least ninety (90) days’ prior notice.
• Breach. Either Party may terminate for a material breach of the Terms by the other Party, but only if the terminating Party provides the breaching Party with a written notice specifying the breach, and the breaching Party fails to cure the breach within thirty (30) days thereafter. 
• Mutual Consent. The Parties may jointly terminate by mutual consent, if the consent is reduced to writing (not including email) and signed by both Parties.
• By Level.  Level may terminate  immediately and without possibility of reinstatement or cure if Level determines, in its sole discretion, that one or more patients’ health may be impaired by the continuation of Dental Office’s participation in Level’s provider network or if Level determines that any of the following events have occurred with respect to Dental Office which determinations will be made by Level in good faith: (i) Dental Office’s loss of, or failure to maintain, general and/or professional liability insurance as required under the Terms; (ii) felony conviction of Dental Office, (iii) impairment of Dental Office’s ability to provide services or Dental Office’s refusal to see and/or treat patients, (iv) fraud by Dental Office, or (v) Dental Office’s  failure or inability at any time to satisfy Level’s then current credentialing criteria.  Level also has the right to terminate the Agreement with respect to the participation of only a particular Dentist if Level determines, in its sole discretion, that any of the foregoing events have occurred with respect to such Dentist.‍

‍Effect of Termination.

1. ‍Prior and Continuing Obligations.  Notwithstanding any other provision in the Terms, any termination of Dental Office’s participation in Level’s provider network will have no effect upon the rights and obligations of the Parties accruing prior to the effective date of such termination and any continuing obligations after termination as set forth in the Terms.‍
2. Continuation of Care.  In the event of the termination of Dental Office’s participation in Level’s provider network, and unless prohibited by applicable law, Dental Office will, and will require Dentists to, complete all services started prior to the effective date of termination, consistent with professionally recognized standards of dental practice and as otherwise required by applicable law or regulation.

5. Dispute Resolution

Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice addresses in Section 6 If a dispute is not resolved within 30 days of notice, Dental Office or Level may bring a formal proceeding.

Agreement to Arbitrate. Dental Office and Level agree to resolve any claims relating to the Terms through final and binding arbitration, except as set forth below. JAMS will administer the arbitration. The arbitration will be held in New York (NY), or any other location both parties agree to in writing.

Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts of New York County, New York solely for injunctive relief to stop infringement of a party’s intellectual property rights, breaches of confidentiality or to join the other party to a third party claim related to that party’s indemnification obligations, without first engaging in the informal dispute notice process described above. Both Dental Office and Level consent to venue and personal jurisdiction there.

NO CLASS ACTIONS. Dental Office may only resolve disputes with Level on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

Notice. All notices will be in writing (including electronic mail) and will be deemed to have been duly given when delivered. Notices to Dental Office shall be addressed to the address provided in the Network Agreement, or at such other place as designated by written notice to the Level. All notices to Level shall be sent to legal@level.com and addressed to P.O. Box 1461, New York, NY 10013. All notices and other communications under this Agreement provided by electronic mail will be deemed to have been duly given when sent to the email addresses provided.

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Last updated: March 21, 2022