Discount Program - Referrals

Background: Mediphany prepares video reports to help patients understand the patient’s medical images and/or imaging reports through personalized video explanations and education materials.

Discount Codes: Mediphany will provide you with a unique discount code to share with the eligible patients of your medical practice group to obtain a video report at a discounted price as a service to your patients. Your patients will be responsible for paying the discounted price to Mediphany prior to Mediphany preparing the video report. You are not required to recommend or refer your patients to Mediphany to participate in the Program.

Eligibility and Overview

• ●  You may participate in a Program until the Program is terminated or modified by Mediphany. Patients will be eligible to use the discount code if the patient orders a video report using the discount code before the Program’s termination, cancellation, suspension or modification.

• ●  You may provide the discount code to an unlimited number of your patients.

• ●  You may only provide the discount code to patients of your medical practice. You may not publish or distribute the unique discount code received from Mediphany online or otherwise where the audience is likely to include individuals that are not patients of your medical practice. Your use of the discount code must be in accordance with all laws.

● Mediphany reserves the right to limit, cancel, delay, or revoke a discount code if Mediphany determines, in its sole discretion, that you have violated the Program Rules or the Mediphany Terms and Conditions or you have acted in a fraudulent manner, or if Mediphany restricts or closes a patient account pursuant to the Mediphany Terms and Conditions. The Program is void where prohibited.

Privacy: Any information that you provide to Mediphany is subject to our Privacy Policy, which governs our collection and use of your information. You understand that by participating in the Program, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Mediphany. As part of providing the Program, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered necessary to provide the Program and therefore you may not be able to opt-out from receiving such messages. If you send or authorize Mediphany to send a video report to a third party, you expressly represent and warrant that you have the full consent of the patient and the full right and authority to share such video report, and will indemnify Mediphany for any breach thereof.

Promotional Material License. Mediphany hereby grants, and you hereby accept, a nonexclusive, royalty-free right and license, while you are an authorized participant of the Program, to reproduce, copy, and display sales promotional literature and sample video reports provided to you by Mediphany, including but not limited to video advertisements, brochures, pamphlets, and/or product summaries, as reasonably necessary to promote the Program. Mediphany reserves all intellectual property rights in such promotional materials. You agree not to use decompile or reverse engineer any promotional materials, or use the promotional materials for competitive analysis or allow any third party to do the same.

Disclaimer; Limitation of Liability: You understand and agree that the Program is provided to you on an “AS IS” and “AS AVAILABLE” basis. UNLESS

APPLICABLE LAW REQUIRES OTHERWISE, YOUR EXCLUSIVE AND MAXIMUM REMEDY AGAINST MEDIPHANY IS THE TOTAL AMOUNT OF FEES RECEIVED BY MEDIPHANY FROM YOUR PATIENTS DURING THE THREE MONTHS THAT PRECEDED THE EVENT GIVING RISE TO THE CLAIM. NO OTHER REMEDY IS AVAILABLE TO YOU, INCLUDING, BUT NOT LIMITED TO ANY REMEDY FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS APPLY WHETHER YOUR CLAIM ARISES DUE TO MEDIPHANY’S (OR ITS AFFILIATES’) NEGLIGENCE, OTHER FAULT, ERROR, OMISSION OR NON-PERFORMANCE. NEITHER MEDIPHANY NOR ITS AFFILIATES ACCEPT ANY RESPONSIBILITY FOR THE ACTS OR OMISSIONS OF ANY OTHER USER OF THE PLATFORM.

Indemnification: To the extent not prohibited by law, you expressly agree to indemnify and hold harmless Mediphany from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other Mediphany user; (3) any claim that a discount code sent to a third-party by you or by Mediphany at your request is spam, unsolicited commercial email or otherwise violates applicable law; and (4) any personal or medical information about a third-party (including patients) that you provide to Mediphany.

Governing Law: The Program and this Agreement is governed by Ohio law, without regard to its conflicts of law rules, supersedes all prior agreements or understandings between you and Mediphany, and cannot be modified orally. All claims, legal proceedings or litigation arising in connection with the Program will be brought solely in the federal or state courts located in Cuyahoga County, Ohio, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

Mediphany may at any time and in its sole discretion, without prior notice, terminate, cancel, suspend, or modify a Program or these Program Rules.