The following is the list of terms and conditions that apply to all members who apply to the PracticeSuite Authorized Dealer Program in their role to identify and recommend the use of Our Services (“Authorized Dealer”) to prospective customers. “We”, “Our”, “Us” or related capitalized terms used herein shall refer to PracticeSuite, Inc. Please read these terms and conditions (“Terms”) carefully as they form a contract between You and Us. We reserve the right to amend these Terms from time to time in which case the new terms will supersede the previous versions. These terms and conditions will provide you with all the information You will need to know about Our Authorized Dealer Program.

If You are agreeing to these Terms on behalf of a company, organization or another legal entity (“Entity”), You are agreeing to these Terms for that Entity and representing to Us that You have the authority to bind such Entity to these Terms, in which case the terms, “You,” “Your” or related capitalized terms used herein shall refer to such Entity . If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms.

1. Background

• We are a cloud-based SaaS company offering applications relating to Practice Management, Electronic Healthcare and Revenue Cycle Management Serives to include Implementation, Support and Engineering services.
• The Parties desire to appoint Authorized Dealer as a source for referrals for the software services listed in Exhibit A (the “Services”), in accordance with the Terms.

2. Appointment

You are hereby appointed as a non-exclusive source for referrals of the Services and You hereby accept such appointment. You shall have the opportunity, independently or in conjunction with Us, to identify or recommend Services to Leads (as defined below), by sharing the training and information provided to You through the marketplace platform on our website, www.practicesuite.com,  Your access and use of Your our marketplace / Authorized Dealer account shall be governed by their terms and privacy notice.

3. Services and other terms.

We may revise Exhibit A to add or delete Services at any time, in our sole discretion, with prior written notice to You.

4. Your Responsibilities

You shall:

• not promote our Services on any adult, hate, or other related sites that host content in violation of law;
• not have more than one account with PracticeSuite;
• not send unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to Leads;
• represent and warrant that You shall comply with all applicable laws relevant to Your duties, obligations and performance under these Terms.

Violation of the above will lead to automatic termination from the Authorized Dealer Program and You will be ineligible to receive any future commissions.

5. Onboarding and other support

As part of onboarding You as an Authorized Dealer and during the Term, We may send You various collaterals about our Services that You may use to promote our Services in accordance with this Agreement. In order for You to fulfill Your obligations as an Authorized Dealer, We may also from time to time, conduct various webinars and other training programs as We deem fit, about our Services.

6. Referrals and Commission

“When someone subscribes to Our Services pursuant to Your sales and marketing efforts provided in accordance with these Terms, We shall at our sole discretion determine if such subscriber is a Lead for the purposes of Exhibit B (“Lead”). In any event, a subscriber shall not be considered as a Lead for the purpose of disbursing Commission to You if such subscriber is 1) already Our existing customer; 2) not a recipient of a proposal from Us; 3) not being actively pursued by Our sales representatives; 4) not currently identified as a qualified opportunity from our other partners. With respect to each Lead, We will pay You commission as outlined in Exhibit B (the “Commission”) following receipt of payment from the Lead. No Commission is payable on any maintenance or support related services provided by Us to a Lead. No Commission is payable for any Services subscribed to by You or Your affiliates.

You acknowledge and agree that

7. Negotiation Rights

All contracts for Services between Us and a Lead will be conducted solely by Us. You agree not negotiate terms or make commitments on behalf of Us.

8. Intellectual Property Rights

You acknowledge and agree that title to, ownership of and all proprietary rights in and to Our products including any custom development services to the products and all data compiled by the products are reserved to and are Our exclusive property. Each of the Parties shall maintain all rights, title and interest in and to all their respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Marks (as defined below) under these Terms do not convey any additional rights in the Marks, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Marks as expressly stated herein, all rights, title and interest in and to the Marks, including all related Intellectual Property Rights, will remain with and belong exclusively with Us. We authorize You to use Our current and future trademarks, service marks and trade names (“Marks”) solely in connection with the marketing of the services pursuant to these Terms. You shall submit to Us all representations of the Marks that You intend to use in connection with the services, for Our approval of design, color, and other details, at Our sole discretion. Notwithstanding the preceding, if at any time We request that such use be modified, limited or removed, You will comply. If You, in the course of performing Your services hereunder, acquire any goodwill in any of the Marks, all such goodwill will automatically vest in Us and You shall take all such actions or execute any documents necessary to affect such vesting. You shall not contest the validity of any of the Marks or Our exclusive ownership of the Marks. You shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Marks, or any word or mark confusingly similar to the Marks in any jurisdiction. You shall not remove or efface any proprietary notices on the services.

9. Indemnity

9.1 We will indemnify and hold both parties harmless, from and against any claim against You or PracticeSuite by reason of Your use of the Marks as permitted hereunder, brought by a third party alleging that the Marks infringes or misappropriates a third party’s valid intellectual property (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Us for such defense, provided that (a) You promptly notifies Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith.

9.2 The provisions of this clause 9.1 state the sole, exclusive and entire liability of Us to You and constitute Your sole remedy with respect to an IP Claim brought by reason of Your access to or use of the Marks.

9.3 You will indemnify and hold Us harmless against any claim brought by a third party against Us, and Our respective employees, officers, directors and agents arising from or related to breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.

9.4 Our obligations under clause 9.1 do not apply to any claim based on: (a) a use of other than the version of the Marks in use currently, if the infringement would have been avoided by use of the current version; (b) modification of the Marks by You; or (c) the combination or use of the Marks with materials not furnished by Us, if such infringement would have been avoided by the use of Our materials alone.

10. WARRANTY DISCLAIMER.

WE HEREBY DISCLAIM ANY WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU SHALL MAKE NO REPRESENTATIONS OR WARRANTY FOR THE SERVICES ON BEHALF OF US.

11. Termination

• We have the right to terminate You as an Authorized Dealer by giving You written notice 30 (thirty) days in advance.
• We have the right to terminate You as an Authorized Dealer without any notice and without liability for a breach of these Terms.
• Upon termination (a) any rights granted hereunder shall immediately terminate; (b) all Confidential Information of the other party shall be returned to the other party.

12. Confidential Information and Data Privacy.

12.1 “Confidential Information” means any information disclosed by either Party to the other Party pursuant to these Terms that is marked “Confidential,” “Proprietary,” or in some similar manner. Each Party shall treat as confidential all Confidential Information of the other Party and shall not use such Confidential Information except to exercise its rights or perform its obligations under these Terms and shall not disclose such Confidential Information to any third party. This paragraph will not apply to any Confidential Information that is generally known and available, or in the public domain through no fault of the receiver. The Parties agree that any breach or threatened breach of the provisions set forth in this clause shall cause irreparable harm to the non-breaching party and shall entitle the non-breaching party to injunctive and equitable relief in addition to any other remedies it may have.

12.2 You acknowledge and agree that (i) We, at our sole discretion, have the right to audit You for Your compliance under these Terms and You shall extend full cooperation during such audits; (ii) any information about Us, our customers or our employees, including but not limited to personal data, disclosed by Us to You shall be utilized by You solely for provision of services to Us under these Terms. A breach of clause 12.1 and 12.2 by You shall be deemed a material breach of these Terms and You shall be liable to indemnify Us in accordance with clause 9.3 of these Terms

12.3 Any information that We collect about You shall be governed in accordance with our privacy policy.

13. LIMITATION OF LIABILITY

OUR LIABILITY UNDER THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE COMMISSION PAID TO YOU BY US UNDER THESE TERMS IN THE 12 (TWELVE) MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THESE TERMS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. Waiver

If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our non-exercise of any right under or provision of these Terms does not constitute a waiver of that right or provision of the Terms.

15. Entire agreement

These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to this subject matter.

16. Miscellaneous

You shall not, directly or indirectly assign all or any of Your rights under these Terms without Our prior written consent. The relationship of Us and You established by these Terms are that of independent contractors.You represent and warrant that You shall comply with all applicable laws in connection with the Registered Partner Program.

17. Notices

All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You while subscribing to the Registered Partner Program; or (ii) electronic mail to the electronic mail address provided by You. Our address for a notice to us in writing by Courier or US Mail is: PracticeSuite, Inc., Attn: Chief Revenue Office,
Mailing Address PracticeSuite, Inc P.O. Box #15124 Fremont, CA All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 (two) business days after being deposited in the mail or with a Courier as permitted above.

18. Governing law and dispute resolution

These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to these Terms. Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in Newark, California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

EXHIBIT A

Eligible Services:

PracticeSuite Practice Management: All products and/or applications currently outlined on the company’s main website:  www.practicesuite.com, including all pricing plans outlined at www.practicesuite/pricing are eligible for referral.

PracticeSuite EHR: All products and/or applications currently outlined on the company’s main website:  www.practicesuite.com, including all pricing plans outlined at  www.practicesuite/pricing are eligible for referral.

PracticeSuite RCM: All products and/or applications currently outlined on the company’s main website:  www.practicesuite.com, including all pricing plans outlined at  www.practicesuite/pricing are eligible for referral.

PracticeSuite Market Place Add Ons: All products and/or applications currently outlined on the company’s main website:  www.practicesuite.com, including all pricing plans outlined at  www.practicesuite/pricing are eligible for referral.

EXHIBIT B

Commission:

• We shall pay You USD 5, each time a Lead signs-up with Us using Your referral link that You share with Your Leads.
• Upon a Lead becoming a paying Revenue Cycle Management customer with Us You will be eligible for a recurring commission of 3% of the monthly recurring revenue payable monthly on all applicable transaction amounts actually collected by PracticeSuite for all Services mentioned in Exhibit A.
• Upon a Lead becoming a paying SaaS PM/EHR/Add ON customer with Us You will be eligible for a recurring commission of 7% of the monthly recurring revenue payable monthly on all applicable transaction amounts actually collected by PracticeSuite for all Services mentioned in Exhibit A.

We shall release all the amounts due to You, within 30 days of receipt of all the payments received from the Lead.