Medical Health Covers Referral Program Agreement

Last Updated: December 30, 2024

This Medical Health Covers Referral Program Agreement is entered into between Medical Health Covers, Inc. (“MHC”) and the individual or entity (“you” or “your”) making a referral to Medical Health Covers (the “MHC Referral Program”) in accordance with the terms below.

Our Privacy Policy explains how we collect and use information that’s submitted under the MHC Referral Program. By using the Services, you are indicating that you’ve read the Privacy Policy and agree to its terms.

This Agreement governs your participation in the MHC Referral Program. This Agreement is effective as of the first date that you submit the referral form (the Effective Date”). This Agreement supersedes and replaces any other agreement that you may have previously entered into with MHC governing your participation in a Referral Program. You and MHC are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means this Referral Program Agreement and any terms or policies governing your participation in the Referral Program that are posted on MHC’s main website, as may be updated from time to time.

“MHC Customer” or “Customer” means a third party that has purchased Services for its own internal business purposes or is targeted as an opportunity for sales of Services.

“Services” means MHC’s online business management software and related applications, products and services made available by MHC, excluding any third-party applications.

1. Compliance with Laws

You shall comply, and shall ensure that any third parties performing activities on your behalf comply, with all applicable foreign and domestic laws, governmental regulations and ordinances, including, but not limited to, data privacy laws, trademark and copyright laws, ICANN policies and procedures governing domain names, the United States Foreign Corrupt Practices Act and applicable export control laws or regulations (collectively “Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to MHC, its customers or the Services, or to the public. You represent and warrants that your activities and receipt of any referral fees under this Agreement are consistent with Applicable Laws. You shall promptly inform MHC in writing upon becoming aware of any violations of Applicable Laws in connection with this Agreement. You hereby represent and warrants that, no portion of any fees paid or payable by MHC to you hereunder will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity, other than you.

2. Licenses

2.1. Feedback. You grant MHC a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback you provide relating to the operation of the Services, or to the Referral Program.

2.2. Cross Licenses. In MHC’s sole discretion and to the extent applicable, MHC may grant you a nonexclusive, nontransferable, nonsublicensable, royalty-free license during the Term to use, solely in connection with your rights, duties and obligations under this Agreement, the marks set forth in MHC’s branding guidelines available at MHC’s main website, as may be updated from time to time. This License does not grant rights to use any of MHC’s trademarks not identified herein. You grant MHC a nonexclusive, nontransferable, non-sublicensable, royalty-free license during the Term to use, solely in connection with MHC’s rights, duties and obligations under this Agreement, your marks, including your company name and logos associated therewith.

Neither Party shall make any express or implied statement or suggestion, or use the other Party’s marks identified in this Section 2.2 (“Licensed Marks”) in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the granting Party or its business, products or services. Each Party shall cease, or adjust the manner of, its use of any of the Licensed Marks at the request of the granting Party in its sole discretion. The granting Party may withdraw any approval of any use of its Licensed Marks at any time in its sole discretion upon written notice to the other Party, which withdrawal shall be effective promptly but in no case more than 30 days from the date of the granting Party’s notice.

2.3. Reservation of Rights. MHC expressly reserves all rights not expressly granted to you in this Agreement. All goodwill arising out of your use of the Marketing Services and MHC’s marks will inure solely to the benefit of MHC.

3. Representations and Warranties

You represent that you have all necessary power and authority to enter into this Agreement and perform your obligations hereunder, and the performance of your obligations hereunder will not require the consent of any third party, give rise to any conflict of interest, or constitute a breach or default under any agreement or obligation to which you are a party or by which you are bound. If you enter into this Agreement on behalf of a legal entity, you represent that you have the authority to bind that entity. You will not make or engage in any false, misleading or deceptive claims or practices with respect to the Services, or directly or indirectly offer, promise, or pay anything of value to referrals, or engage in any behavior that MHC determines in its sole discretion is unethical or harmful to MHC’s customers or its business.

4. Referral Fees

4.1. Qualified Referrals. MHC will pay referral fees in arrears (“Referral Fees”) for each Qualified Referral at the rate set forth below. “Qualified Referrals” means net new MHC Customers: (1) you have submitted through the referral form; and (2) for whom MHC has no record in connection with the Services, who have not had any interaction with MHC for the past 30 days, and who are not, at the time referred, in any part of a sales cycle, contractual relations or ongoing negotiations with MHC; and (3) who are not your Affiliates or Franchisees; and (4) who purchase a subscription for Services no more than 180 days from the date you refer them.

MHC will not pay you Referral Fees based on renewal orders, add-on or upgrade orders.

4.2. Referral Fee Payment. Referral Fees will be awarded in the form identified below. Any payments made to you will be made only in the name as listed in the Agreement.

5. Indemnification

You agree to indemnify, defend, and hold harmless MHC and its affiliates, officers, directors, employees, contractors and agents from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, fines, costs and expenses of any kind (including reasonable attorneys’ fees) arising from or relating to any claim of a third party: (1) relating to your operation of your business; (2) relating to a breach of any provision of this Agreement by you or your representatives, including without limitation Section 1 (Compliance with Laws); or (3) alleging or relating to any act or omission by you or your representatives in connection with the performance of its obligations under this Agreement.

6. DISCLAIMERS; LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MHC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, ARISING UNDER ANY LAW, WITH RESPECT TO THE SERVICES, THE MARKETING SERVICES, AND ANY OTHER MHC PRODUCT OR SERVICE MADE AVAILABLE, ACCESSED OR USED AS PART OF YOUR PARTICIPATION IN THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MHC MAKES NO WARRANTY THAT ANY REFERRAL URLS, MHC WEBSITES OR SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MHC BE LIABLE TO YOUR OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, STATUTE OR ANY OTHER BASIS, AND EVEN IF MHC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MHC’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE REFERRAL PROGRAM WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

7. Confidentiality

7.1. Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of MHC shall include any Customer data (including personally identifiable information) to which you have access by virtue of participating in the Referral Program. Confidential Information shall not include any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (3) is received from a third party without breach of any obligation owed to the Disclosing Party, or (4) was independently developed by the Receiving Party without breach of an obligations owed to the Disclosing Party.

7.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (1) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (2) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, including under SEC disclosure requirements.

8. Miscellaneous

8.1. Relationship of Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and MHC. You will not represent that it has any authority to assume or create any obligation, express or implied, on behalf of MHC, nor to represent MHC as agent, employee, franchisee, or in any other capacity. There are no third-party beneficiaries to this Agreement. You shall not make any proposals, promises, warranties, guarantees, or representations on MHC’s behalf or in MHC’s name.

8.2. Entire Agreement. You agree that this Agreement and any information which is incorporated into this Agreement by written reference (including reference to any terms, policies and/or guidelines on our website and/or information contained in a URL), constitutes the complete agreement between the Parties relating to your participation in the Referral Program. This Agreement supersedes and replaces any other agreement you may have previously entered into with MHC governing your participation in the Referral Program. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.

8.3. Changes to Agreement. MHC may change this Agreement at any time by providing notice to you in a manner that MHC deems reasonable in its sole discretion. Your continued participation in the Referral Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended. No other amendment, modification or waiver of this Agreement will be binding upon MHC except pursuant to separate written agreement signed by an authorized representative of MHC.

8.4. Opt-in to Marketing. Your participation in the Referral Program will serve as an opt-in to receive marketing communications from MHC in accordance with MHC’s Privacy Policy. You will be presumed to have provided appropriate notices and have obtained appropriate consents, if required, from any referred friend or other persons who engage with MHC through the Referral Program.

8.5. Assignment. You may not assign or transfer its rights or obligations under this Agreement or participation in the Referral Program, whether by operation of law or otherwise, without prior written approval from MHC.

8.6. Notices. All notices from you to MHC must be in writing and addressed to: MHC, Inc., 1611 S Catalina Ave Suite L70, Redondo Beach CA 90277, Attn: Legal, and will be sent by personal or overnight courier and deemed given when verified by written confirmation of delivery. Notices from MHC to you may be sent to the email or physical address we have on file for you and will be deemed given when verified by electronic log or written confirmation of delivery.

8.7. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of California, without regard to its choice or conflicts of law rules. For any dispute arising out of or relating to this Agreement, you consent to personal jurisdiction in, and the exclusive venue of, the courts in Los Angeles County, California.