ChartCapture Referral Program Terms and Conditions

ChartCapture Referral Program (the "Program") Terms and Conditions
NO PURCHASE NECESSARY

Last Modified: December 12, 2011

Introduction.
This ChartCapture Referral Program Service Agreement ("Agreement") is made by and agreed to between Digital Document Packaging, LLC, (d.b.a. ChartCapture) an Alabama corporation, located at 3288 Morgan Drive, Suite 100, Birmingham, AL 35216, USA ("ChartCapture"), and you ("You" or “Referrer”) on the date You commence participation in the Program (the “Effective Date”).

Subject to the terms and conditions herein, the ChartCapture Referral Program (“Program”) allows You to earn financial or other compensation (“Payout(s)”) for referring eligible individuals or entities other than Yourself (“Visitors”) that sign up for and receive the ChartCapture Solution (the “Service”) in accordance with ChartCapture’s License Agreement.

Enrollment in the Program.
To begin the enrollment process for the Program, you must be an existing user in the Service and submit a complete “Invite a Friend” form (“Form”) via our Service located at http://chartcapture.com/tellafriend with the email addresses of Eligible Users (as defined below). We will evaluate your application in good faith and notify you of our acceptance or rejection of your applicable. ChartCapture reserves the right, in its sole discretion, to accept or reject your application for any or no reason whatsoever. By submitting an application to become a part of the Program, You warrant that You have read and understand this Agreement, and agree to be bound by it.

Participation in the program is limited to parties that can lawfully enter into and form contracts under applicable law. You represent that you are at least 18 years of age and a resident of the United States of America on the Effective Date of this Agreement.

Participation.
Eligible User. For purposes of this Program, “Eligible Users” shall mean only Visitors that (i) are duly licensed health care practitioners, (ii) have agreed to be bound by the terms of ChartCapture’s License Agreement (http://chartcapture.com/termsofservice.html) with a mailing address within the United States who completes their purchase, (iii) begins to use the Service through the Site and as a direct result of your referral; (iv) do not already exist in ChartCapture systems and/or databases; (v) are not in your medical practice or professional corporation; and (vi) make substantial and material use of the Service. You acknowledge and agree that if a Visitor who otherwise may qualify as an Eligible User has not become an active Eligible User during a three consecutive calendar month period from the date Visitor initially registers for the Service, such Visitor shall be deemed a “dormant account” and You will become ineligible for the Payout for such dormant account(s). In addition, You agree that Transactions by You, your employees, affiliates, contractors or agents are not eligible for any Payouts under this Program.

Change of Terms. ChartCapture reserves the right to update or modify the Terms at any time without prior notice, and such changes will be effective immediately upon being posted on the Site. This Agreement will identify the date of last update. Your use of the Program following any such change constitutes your agreement to be bound by the modified Agreement. In the case of material changes to the Agreement, ChartCapture will make reasonable efforts to notify you of the change, such as through sending an email to any address you may have used to register for an account, through a pop-up window on the Site, or other similar mechanism. Material changes to this Agreement will be effective upon the earlier of: (i) your receiving actual notice of such change, or (ii) 30 days from the posting of such change. Disputes arising under this Agreement will be resolved in accordance with the version of the Agreement in place at the time the dispute arose.

Payouts
Payouts. Subject to the terms set forth in this Agreement, ChartCapture will make Payouts to You for each Visitor that becomes a qualified User through the Form you fill-in during the duration of the term of this Agreement (each, a “Transaction”). You will only earn Payouts for Transactions (defined below) that occur directly through the Form(s); ChartCapture will not be liable to You for your failure or inability to use the Form(s), including to the extent that such failure would result in any reduction of Payouts that would otherwise be paid to You under this Agreement. ChartCapture reserves the right to adjust Payouts due to any reporting errors, fraudulent actions, or intentional manipulations of the registration process, based on our reasonable discretion. In addition to any remedies available to it, ChartCapture reserves the right to withhold payments with respect to any Eligible Users who are obtained, in ChartCapture’s reasonable discretion, in breach of this Agreement.

Amount of Payouts. Payouts will be made in accordance with the Payout rates provided to you following completion of your enrollment within the Program. The Payout rate may vary according to specific offers of the Program. ChartCapture reserves the right to change Payout rates by providing notice to you in accordance with Section 3.c. The number of transactions and credits for Payouts, as calculated by ChartCapture, shall be final and binding on You.

Credits. Only one referrer will be credited for each new referral account as a result of a valid Transaction. If multiple referrers claim the same referral, ChartCapture will have the sole discretion to select a single referrer.

Combined Offers. The Payout, or any credit earned in conjunction with the Payout, cannot be used in conjunction with any other offer.

Redemption for Cash. The Payout cannot be redeemed for cash.

Applicable Taxes. You agree to pay any and all applicable taxes associated with any Payouts to You.

Your Obligations and Terms of Performance
Compliance with Policies. All Transactions that may otherwise be eligible may be cancelled or deactivated by ChartCapture for violation of our usage policies located at (http://chartcapture.com/termsofservice.html). ChartCapture reserves the right, in its sole and absolute discretion, to remove you from the Program for any or no reason whatsoever.

No Incentives. You may not provide Visitors with any financial or other incentive to join (including without limitation any virtual currency or property) the Program. ChartCapture reserves the right to exclude any and all traffic generated by any bot, spider, or other automated process, by any human user that creates multiple accounts to simulate multiple unique Visitors, or through the use of any other technique or device designed to provide an inflated or otherwise misleading number of Transactions.

Accurate Information. You agree to provide ChartCapture with accurate information about You and Your promotional methods at ChartCapture’s request.

Negativity. During the Term, you will not disparage ChartCapture, the Site, or Service, or portray those in a negative or derogatory manner.

Email Notifications. You agree to receive email notifications from ChartCapture and/or third party systems that may have rights granted by ChartCapture, such as other ChartCapture partners and affiliates.

Fraud and Misrepresentation. ChartCapture reserves the right to disqualify You for making fraudulent referrals or violate the spirit of the Program and its terms and conditions, at any time, with or without notice.

Confidential Information
“Confidential Information” shall mean any and all nonpublic information that ChartCapture designates as confidential, or which, under the circumstances of disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, trade secrets, proprietary information, techniques, algorithms, and software programs or information related to the current, future and proposed products and services, information concerning research, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, business policies or practices, sales and merchandising, and marketing plans and information.

Use and Disclosure of Confidential Information. You may not disclose our Confidential Information to any other person, and you may not use any Confidential Information except for the purpose of this Agreement. Except as otherwise provided in this Agreement, you may not, without our prior written consent, at any time, during or after the term of this Agreement, directly or indirectly, divulge or disclose Confidential Information for any purpose or use Confidential Information for its own benefit or for the purposes or benefit of any other person. You agree to hold all Confidential Information in strict confidence and to take all measures necessary to prevent unauthorized copying, use, or disclosure of Confidential Information, and to keep the Confidential Information from falling into the public domain or into the possession of persons not bound to maintain its confidentiality. You will disclose Confidential Information only to members of your workforce who have a need to use it for the purposes of this Agreement. You will inform all such recipients of the confidential nature of Confidential Information and will instruct them to deal with Confidential Information in accordance with the terms of this Agreement. You will promptly advise us in writing of any improper disclosure, misappropriation, or misuse of the Confidential Information by any person, which may come to your attention.

Term, Termination, Deactivation and Notices
Term. This Agreement shall commence on our acceptance of your application to the Program and your agreement to the terms of this Agreement.

Termination. Either Party may terminate this Agreement with or without cause, upon twenty-four (24) hours advanced written notice to the other party.

Post-Termination. Upon termination of this Agreement, any outstanding Payout You are entitled to will be paid within 90 days of the termination date. No Payouts shall be owed with respect to Eligible Users who register after the date of termination. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement, including but not limited to Confidentiality provisions, shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.

Representations and Warranties
NO WARRANTIES. ACCESS TO THE SITE, SERVICE, OR PROGRAM AND THE INFORMATION CONTAINED ON THE SITE, SERVICE, OR PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SITE, SERVICE, OR PROGRAM OR THE INFORMATION IN THE SITE, SERVICE, OR PROGRAM, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL PRACTICE FUSION BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, OR LOSS OF INFORMATION OR DATA, WHETHER A CLAIM FOR ANY SUCH LIABILITY OR DAMAGES IS PREMISED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF PRACTICE FUSION HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. PRACTICE FUSION DISCLAIMS ANY AND ALL LIABILITY FOR ERRONEOUS TRANSMISSIONS AND LOSS OF SERVICE RESULTING FROM COMMUNICATION FAILURES BY TELECOMMUNICATION SERVICE PROVIDERS OR OTHER CAUSES THAT MAKE THE SITE, SERVICE, OR PROGRAM UNAVAILABLE.

LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, CHARTCAPTURE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THEORY OF LIABILITY, SHALL BE LIMITED TO THE AGGREGATE PAYOUT ACTUALLY PAID TO YOU UNDER THIS AGREEMENT FOR THE THREE (3) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

Miscellaneous
No Profit Sharing. The parties to this Agreement hereby agree that any profit(s) or benefit(s) earned by either party, whether monetary and/or of monetary value, will not be allocated, distributed, or shared with the other party in any way.

Independent Relationship. The parties to this Agreement are independent contractors. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties in any way.

Assignment. You may not transfer, assign or delegate any of its rights or obligations under this Agreement, in whole or in part, whether voluntarily or by operation of law without the prior written consent of ChartCapture. Any purported transfer, assignment, or delegation by You without such prior written consent shall be null and void. ChartCapture shall be permitted to transfer or assign this Agreement in connection with a merger, sale, reorganization, reincorporation, or acquisition of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of each party’s successors and permitted assigns.

Governing Law; Jurisdiction; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Alabama, excluding its conflict of laws principles. The parties hereby expressly consent to (i) personal jurisdiction of and venue in the state or federal courts located in and serving Jefferson County, Alabama, and (ii) to service of process being effected upon them by registered mail sent to the addresses set forth in the beginning of this Agreement. Each party waives a jury trial in any matter arising out of or relating to this Agreement.

Notices. All notices, reports, requests, approvals and other communications required or permitted under this Agreement must be in writing and shall be sent to the receiving party’s initial address set forth in the first paragraph of this Agreement or to such other address that the receiving party may have provided for purpose of notice by notice as provided in this section.

Force Majeure. The obligations of the parties under this Agreement shall be suspended to the extent a party is hindered or prevented from complying therewith because of labor disturbances (including strikes or lockouts), war, terrorist attack, acts of God, earthquakes, fires, storms, accidents, governmental regulations, failure of vendors or suppliers or any other cause whatsoever beyond a party’s control. For so long as such circumstances prevail, the party whose performance is delayed or hindered shall continue to use all commercially reasonable efforts to recommence performance without delay.
No Bias. This Agreement shall be interpreted as written and negotiated jointly by the parties.

Severability. If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic effect as the original provision and the remainder of this Agreement will remain in full force.

Entire Agreement. This Agreement, including all Exhibits hereto, and the agreements referenced herein, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only by a writing that is signed by duly authorized representatives of both parties, except as otherwise set forth in Section 3.c above. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed by a duly authorized representative on behalf of the party against whom the waiver is asserted.