By participating in NextPatient’s Client Referral Program Your Practice (“Company”) accepts the following Terms & Conditions (“Terms & Conditions”) with NextPatient, Inc. (“NextPatient”). 

The parties agree as follows: 

(a) Leads. Subject to the terms and conditions of this Agreement, 

Company may promote the NextPatient SaaS-based service for healthcare providers (the “NextPatient Service”) for the sole purpose of providing leads to NextPatient for interested potential customers. Company will have no power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of NextPatient. Company’s sole compensation under these Terms & Conditions will be a referral credit computed in accordance with Section 2. 

(b) Company Activities. Company is responsible for establishing first contact with a potential customer, providing information regarding the NextPatient Service to the potential customer, and, where applicable,  maintaining contact with the potential customer throughout the sales cycle. 

(c) Conflict of Interest. Company represents and warrants to NextPatient that it does not currently represent or promote any services that compete with the NextPatient Service, directly or indirectly.

(a) Basis of Referral Credits. Company will be entitled to a referral credit 

where: (i) Company provides a potential customer’s information to NextPatient (ii) NextPatient does not already have that potential customer registered as a lead  in NextPatient’s records, and (iii) that customer purchases the NextPatient Service subject to NextPatient’s standard customer agreement (the “NextPatient Customer Agreement”) (with each such NextPatient Customer Agreement that  conforms to the requirements above, a “Qualified Customer Agreement,” and the  customer agreeing to such Qualified Customer Agreement, a “Qualified  Customer”). No referral credits will be issued on any agreements that are not  Qualified Customer Agreements unless otherwise agreed in writing by NextPatient in its sole discretion. Referral credits will be computed on the amounts actually received by NextPatient from the Qualified Customer less, to the extent applicable: (i)  taxes,duties and governmental charges (if any); (ii) refunds or credits; (iii)  installation and professional services fees and (iv) amounts paid in reimbursement of costs and expenses (“Net Revenue”). 

(b) Referral Credit Term. Referral credit will only be paid on Qualified Customer Agreements with a minimum 12-month term.

(c) Amount of Referral Credit. Company’s referral credit will be a one time credit based on the size of the practice as follows: 1 - 6 providers - $600,  7 - 20 providers - $1,200, 21 - 40 providers - $1,900, 41+ providers $3,800. 

(d) Credit Terms. The referral credit on a given Qualified Customer Agreement will be issued 60 days following the close of the month in which the Qualified Customer Agreement is signed and client has launched. 

(e) Referral Credit Charge-Back. NextPatient may, in its sole discretion, grant refunds to its customers. In each such case, NextPatient may charge back to Company’s account any amounts previously paid or credited to it with respect to such refunds.

(a) Acceptance. Company will have no authority to make any acceptance or commitments to customers. NextPatient reserves the right to reject any customer in its sole discretion.

(b) Credit and Payment. NextPatient will render all invoices directly to the customers and payments will be made directly to NextPatient.

(a) Warranty. Any warranty for the NextPatient Service will run  directly from NextPatient to the customer. 

(b) No Other Warranties. Company shall not make any representation, guarantee or warranty concerning the NextPatient Service except as expressly authorized in writing by NextPatient. 

(c) DISCLAIMER. NEXTPATIENT MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. NEXTPATIENT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE.

NEXTPATIENT WILL NOT BE LIABLE TO COMPANY OR ANY THIRD  PARTY FOR LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL,  INCIDENTAL,OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER  BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCTS  LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF  WHETHER NEXT PATIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES. NEXTPATIENT’STOTAL LIABILITY UNDER OR ARISING OUT OF  THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF REFERRAL FEES  ACTUALLY EARNED BY COMPANY HEREUNDER. 

Company acknowledges that by reason of its relationship to NextPatient hereunder it will have access to certain information and materials concerning NextPatient’s business, plans, customers, technology, products and services that are confidential and of substantial value to NextPatient, which value would be impaired if such information were disclosed to third parties. Company will not use in any way for its own account or the account of any third party other than to fulfill its express obligations under this Agreement, nor disclose to any third party, any such confidential information revealed to it by NextPatient. Company shall take every reasonable precaution to  protect the confidentiality of such information. Upon request by Company, NextPatient shall advise whether or not it considers any particular information or materials to be confidential. All marketing and financial information, business plans, and technical information disclosed to Company by NextPatient whether orally or in writing, and all customer lists, will be deemed confidential information of NextPatient. Company shall not publish any technical description of the NextPatient Service beyond the description published by NextPatient. Upon signature, NextPatient agrees to hold keep all company related information confidential. 

(a) Trademarks. Company may use the trademarks, marks, and trade names of NextPatient that NextPatient may adopt from time to time (“NextPatient’s Trademarks”) in the promotion of the NextPatient Service; provided, however, that upon 30 days prior written notice to Company, NextPatient may substitute alternative marks for any or all of the NextPatient’s Trademarks. All representations of NextPatient’s Trademarks that Company intends to use must first be submitted to NextPatient for approval (which must not be unreasonably withheld) of design, color and other details or will be exact copies of those used by NextPatient. In addition, Company shall  fully comply with all reasonable guidelines, if any, communicated by NextPatient concerning the use of NextPatient’s Trademarks. 

(b) Use. Company shall not alter or remove any of NextPatient’s 

Trademarks affixed to any materials prepared or provided by NextPatient. Except as set forth in this Section 7, nothing contained in these Terms & Conditions will grant or will be deemed to grant to Company any right, title or interest in or to NextPatient’s Trademarks. All uses of NextPatient’s Trademarks will inure solely to NextPatient and Company will obtain no rights with respect to any of NextPatient’s Trademarks, other than the right to distribute NextPatient Service as set forth herein, and Company irrevocably assigns to NextPatient all such right, title and interest, if any, in any of NextPatient’s Trademarks. Company will not challenge  or assist others to challenge NextPatient’s Trademarks or the registration thereof  or attempt to register any trademarks, marks or trade names confusingly similar  to those of NextPatient.

(a) Independent Contractors. The relationship of NextPatient and Company established by these Terms & Conditions is that of independent contractors, and nothing contained in this Agreement will be construed to give either party the power to direct or control the day-to-day activities of the other. All financial and other obligations associated with Company’s business are the sole responsibility of Company. Neither Company nor any individual whose compensation for services is paid for by Company, is in any way employed by the NextPatient, nor will any of them be deemed to be employed by the NextPatient for any purpose. Company accepts exclusive liability for any and all payroll taxes or contributions according to federal, state or local tax laws with respect to sales agents and/or other individuals whose compensation is paid by Company. 

(b) Governing Law and Venue. These Terms & Conditions are governed by the laws of the State of California (excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction). Further, the parties agree that any claim or cause of action under or relating to this Agreement will be brought in the state or federal courts located in Los Angeles County, California, United States and the parties agree to submit to the exclusive personal jurisdiction of such courts. 

(c) Miscellaneous. These Terms & Conditions constitute the entire agreement between the parties regarding the subject matter stated above, and supersedes all previous communications, representations, understandings, and agreements, either oral, electronic, or written. Headings herein are for convenience of reference only and shall in no way affect interpretation of these Terms & Conditions. Nothing contained in any other document will in any way modify these Terms & Conditions or add any additional terms or conditions. If any provision of these Terms & Conditions, or the application thereof, is for any reason and to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, a valid provision that most closely matches the intent of the original will be substituted and the remaining provisions of these Terms & Conditions will be interpreted so as best to reasonably effect its original intent. No delay or omission by a party to exercise any right or power occurring upon any breach or default by the other party with respect to any of these Terms & Conditions impairs any such right or power or be construed to be a waiver thereof.