Notable Referral Partner Program - Terms And Conditions

These General Terms and Conditions (“Terms”) apply to any Notable customer referral partner (“Referral Partner”) participating in the Notable Referral Program (the “Program”) by entering into the Notable Referral Partner Agreement (this “Agreement”) with Notable (“Notable”). Notable and Referral Partner are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.” BY COMPLETING THE SUBMISSION FORM, YOU AGREE TO AND ARE BOUND BY THE TERMS CONTAINED IN THIS AGREEMENT. THIS AGREEMENT INCLUDES, AND IS INCORPORATED INTO, THE TERMS AND CONDITIONS BELOW, THE CUSTOMER AGREEMENT ENTERED INTO BETWEEN NOTABLE AND REFERRAL PARTNER (THE “UNDERLYING AGREEMENT”), AND ANY DOCUMENTS OR MATERIALS REFERENCED HEREIN. This Agreement shall be effective as of the date of such form submission (“Effective Date”).

Referral Partner may submit leads of potential new customers (each a “Proposed Lead”) to Notable for the purpose of assisting Notable to win new business. For the sake of clarity, any use of the term "partner" in this Agreement or in connection with the relationship created by this Agreement shall in no way imply that the Parties are engaged in a joint venture or that either Party otherwise has any ownership interest in, or common enterprise with, the other Party.

2.1. Lead Referral. Referral Partner shall refer sales leads (“Proposed Leads”) to Notable by submitting the required information through our referral submission form, which can be accessed online at www.notablehealth.com/referral-program (“Submission Form”). Following submission of any Proposed Lead, Referral Partner may be asked by Notable to supply additional information and/or assist Notable in making contact with the Proposed Lead by arranging an introduction, meeting, conference call or other means of communication with the Proposed Lead.

2.2. Lead Acceptance. Within a reasonable period of time following each referral of a Proposed Lead, Notable shall review the Proposed Lead and provide Referral Partner with a notification of its acceptance, qualification or rejection of the Proposed Lead. Notable will be under no obligation to accept any Proposed Lead and may reject or decline to accept any Proposed Lead for any commercially reasonable reason as determined by Notable in its discretion, including without limitation, that:

1. the Proposed Lead was an existing customer of Notable at the time of the referral by Referral Partner;
2. Notable was already involved in discussions relating to the sale of a Platform subscription or other products or services to the Proposed Lead at the time of the referral to Notable;
3. the Proposed Lead had previously been referred to Notable by Referral Partner or by any other third party;
4. the Proposed Lead (a) does not meet Notable’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or
5. the Proposed Lead is located in an area in which Notable has an exclusive arrangement for the sale of Platform subscriptions or other services or which Notable is otherwise prohibited by agreement or law from accepting.

3.1. Compensation. A Referral Credit payment in the form of a credit memo (“Credit Memo”) is available for each accepted deal with a Proposed Lead that results in a fully executed subscription contract (“Subscription Contract”) between Notable and the Proposed Lead ("Win"). Notable will issue to Referral Partner a Credit Memo equal to $10,000.00 for the first Win, and $15,000.00 for each subsequent Win thereafter in the same calendar year. For purposes of clarity, if the first Win occurs in 2024 calendar year, and the second Win is in the 2025 calendar year, then these would each result in a $10,000 Credit Memo. If both the first and second Win occur in calendar year 2024, then the first Win results in a $10,000 Credit Memo, and the second Win results in a $15,000 Credit Memo.

Each Credit Memo is applicable towards a then-outstanding or future invoice for Notable’s services. Unused Credit Memos shall not expire unless and until the Underlying Agreement expires or is terminated for any reason. Credit Memos may only be applied to current or future invoices for services, and cannot be exchanged for cash or cash equivalents.

3.2. Eligibility. Subscription renewals, support, implementation, training or other professional services are not eligible for Credit Memos hereunder and shall not be included in the calculation of Credit Memos.

3.3. Credit Issuance. Credit Memos resulting from a Win shall only become earned and payable after Notable receives the first payment invoiced under the Subscription Contract. Notable will issue the applicable Credit Memo to Referral Partner within sixty (60) days of collecting the subscription dues arising under a Subscription Contract.

3.4. Taxes. Credit Memos are subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Referral Partner is solely responsible for payment of any and all taxes imposed or incurred in connection with any Credit Memos described in Section 2.1 above. If applicable, Referral Partner agrees to complete and provide any and all tax documentation (including an IRS Form W-9) reasonably requested by Notable to comply with any tax reporting obligations of any jurisdiction. Referral Partner understands and acknowledges that Notable may issue a Form 1099 in the event that Credit Memos paid and the value of compensation issued to Referral Partner equal $600 or more.

This Agreement shall automatically terminate in the event that (i) the Underlying Agreement is terminated, or (ii) Referral Partner has not submitted a Proposed Lead for twelve (12) consecutive months. Either Party may terminate this Agreement upon written notice to the other at any time, for any reason or no reason. Unless the termination is for breach, it will not affect Notable’s obligation to pay Credit Memos in connection with Wins occurring prior to the termination date.

All non-public, confidential or proprietary information of Notable, including, but not limited to, specifications, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to the Platform, processes, technology or other intellectual property rights, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by or on behalf of Notable to Referral Partner, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement (collectively, “Proprietary Information”) shall be confidential, used by Referral Partner for the sole purpose of performing Referral’s Partners duties under this Agreement, and may not be disclosed or copied by Referral Partner unless authorized by Notable in writing.

Referral Partner shall not use, directly or indirectly, in whole or in part, in connection with this Agreement or as part of its corporate, business or personal name, any signature, monogram, logo, trademark, service mark, or trade name (a "Mark") that is now or may hereafter be owned, licensed or used by Notable (a "Notable Mark"), except in the manner and to the extent approved in advance in writing by Notable, which such approval Notable may withdraw at any time for any reason. Referral Partner shall discontinue any approved use of a Notable Mark immediately upon termination or expiration of this Agreement, and thereafter shall not use any Mark which, in the reasonable judgment of Notable, so nearly resembles any Notable Mark that confusion or uncertainty by a third Party may reasonably result therefrom. Referral Partner hereby expressly disclaims any and all right, title and interest in and to all Notable Marks, whether or not used by Referral Partner. All uses of any Notable Mark shall inure solely to the benefit of Notable.

Each Party hereto represents and warrants that it has full authority to enter into this Agreement and that such action has been duly authorized in accordance with such Party's articles of incorporation, by-laws or other applicable organizational documents and procedures. Each Party further represents and warrants that the execution, delivery, and performance of this Agreement will not conflict with, result in a breach of, or cause a default under its articles of incorporation, by-laws, partnership or joint venture agreements, or any agreement or instrument to which it is a party or by which it or any of its property is bound, nor will it conflict with or violate any statute, law, rule, regulation, order, decree, or judgment of any court or governmental authority which is binding upon it or its property. The individuals executing this Agreement on behalf of Referral Partner further represent and warrant that they have the full power and authority to bind their respective entities to the terms hereof and have been duly authorized to do so in accordance with such entities' corporate or other organizational documents and procedures.

8.1. Unauthorized Representations; No Authority. Referral Partner shall refrain from making any representations, warranties or guarantees to Proposed Leads or to the trade with respect to the specifications, features or capabilities of Notable’s product offerings that are deceptive, misleading or otherwise inconsistent with the literature distributed by Notable with respect thereto. Referral Partner is not the agent of Notable and has no authority to execute contracts on Notable’s behalf. Referral Partner agrees to take all commercially reasonable steps to preserve and protect the goodwill and reputation of Notable. Referral Partner shall not engage in any conduct which may damage Notable’s reputation. This Agreement is non-exclusive. The Parties understand and agree that Notable has the right to solicit Proposed Leads directly and to appoint any number of additional representatives or agents to provide leads to Notable.

8.1. Reserved Rights and General Disclaimer. Notable reserves the right: (i) to solicit, contact, and engage any business client, whether or not referred by you and with no obligation to you whatsoever, so long as such business client does not constitute a Lead; and (ii) to engage with other client referral lead providers on a nonexclusive basis. To the maximum extent permitted by applicable law, Notable reserves the right to change or cancel this program at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of Notable, which are final, binding and non-appealable, on all matters. Notable is not responsible for lost, misdirected, or delayed referrals.

8.3. Disclaimer of Warranties; Limitation of Liability. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, NOTABLE MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT TO REFERRAL PARTNERS OR ITS LEADS AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, NOTABLE SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING: (I) THE AMOUNT OF REVENUE THAT REFERRAL PARTNER MAY RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT REFERRAL PARTNER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NOTABLE WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4. Termination and Modification of Terms. Notable may at any time and in its sole discretion: (i) modify or update the terms of the Program or this Agreement (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) terminate Referral Partner’s participation in the Program in its entirety. If Notable provides Referral Partner with an updated Submission Form, Referral Partner agrees it will begin using such updated version no later than 30 days after receiving them.

8.5. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

8.6. Assignment. Referral Partner may not assign any rights or obligations under this Agreement without Notable’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

8.7. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. To the extent this Agreement conflicts with the Underlying Agreement, this Agreement shall govern.