These Tebra Partner Terms and Conditions set forth the legally binding terms applicable to your use of Tebra partner services. By clicking on “I agree” (or a similar box or button referencing this agreement) when you sign up for a Partner Account, you agree to be bound by the applicable sections of the following Tebra Partner Terms and Conditions (the “Agreement”). The Agreement is between You, as Partner (as defined below in Section A.1.) and with Tebra Technologies, Inc. (f/k/a Kareo, Inc.), including its subsidiary, PatientPop, Inc. (“Tebra”). You agree that Your electronic signature is the legal equivalent of Your manual/handwritten signature on this document. You further agree that Your agreement to this document is as valid as if You signed the document in writing. You also confirm that You am authorized to enter into this Agreement.

Policies. You understand that Your participation in the Partner Program is also governed by the Tebra Partner Portal Terms of Use and Tebra API Terms of Use.

Certain provisions of this Agreement apply only to specific Partners. To help you navigate this Agreement and determine which provisions apply to You, please keep the following guidelines in mind:

• If You have been accepted by Tebra as an Affiliate Partner (including IT Consultants), Parts A and B and Exhibit B apply to You. If You are using the Tebra API, Exhibit A applies to You.
• If You have been accepted by Tebra as a Referral Partner, Parts A and C and Exhibits B and C apply to You. If You are using the Tebra API, Exhibit A applies to You.
• If You have been accepted by Tebra as an API Partner only, Parts A and Exhibit A are applicable to You.
• If You are a Billing Company with an active billing company account with Tebra that has not been invited to participate in Tebra Partner Connect, Part A is applicable to You. You should speak with your Account Manager to determine if Exhibit A applies to you.
• If You are a Billing Company that has applied to participate in Tebra Partner Connect and received a program approval email for Partner Connect and a scheduled meeting with the Tebra partner team, Parts A and D apply to You. You should speak with your Account Manager to determine if Exhibit A applies to you.

“Application” or “App” is defined as Tebra’s platform and any associated API endpoints.
“API Documentation” means the documentation, data, and information regarding use of the Tebra API through the Tebra API Integration User Guide, available at https://helpme.tebra.com/Tebra_PM/12_API_and_Integration/01_Get_Started_with_Tebra_API_Integration/Tebra_API_Integration_User_Guide. Tebra’s MACRA information is found at www.tebra.com/macra.

“Channel Program” implies all partner programs discussed in this agreement.

“Confidential Information” means information that one party discloses to the other and that is of such a nature that a reasonable person would understand is confidential or proprietary, including financial and other business information, technical processes and formulas, customer lists, prospective customer lists, sales. Notwithstanding the foregoing, Confidential Information does not include information that the receiving party can reasonably demonstrate: (i) is in the public domain or is generally publicly known through no improper action or inaction by the receiving party; (ii) was rightfully in the receiving party’s possession or known by the receiving party prior to receipt from the disclosing party; (iii) is rightfully disclosed without restriction to the receiving party by a third party without violation of obligation to the disclosing party; or (iv) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party. For the avoidance of doubt, as between Tebra and Partner, Customer Data is the Confidential Information of Tebra.

“Customer” means any individual that visits or transacts with Tebra or Tebra’s Partner Marketplace.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Eligible Referrals” are for customers new to Tebra, including Recycled Referrals (as defined below). Except for Recycled Referrals, Eligible Referrals do not include referrals for former or existing Tebra customers or for prospects known to Tebra at the time of referral submission. Eligible Referrals may not be available through a software recommendation website that requires Tebra to pay for the incoming leads.

“Excluded Referrals” means: (a) any referral that is either an existing or known potential customer of a party; (b) a referral made that does not result in a contract for a fee within six (6) months after that party’s receipt of the referral; (c) existing mutual customers, if any;, as detailed in Exhibit D,[1] (d) a referral of a Potential Customer which does not follow the referral process of the other party; or (e) a referral available through a software recommendation website that requires a party to pay for the incoming leads.

“Feedback” means suggestions, recommendations, requests, error reports, or similar other activity provided by Partner to Tebra.

“Fees” means the certain fees Partner will be entitled to receive from Tebra, or Tebra will be entitled from receive from Partner, as applicable, subject to: (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing and fee plan associated with a Partner’s activities pursuant to this Agreement as described herein.

“Marks” means a party’s trademarks, service marks, trade dress, trade names, logos, corporate names and domain names as they relate to the Partner Program.

“Partner” or “You” means an individual or entity that has registered and been approved for a Partner Account and agreed to the terms of this Agreement and participates in the Tebra Partner Program. The different types of Partners are listed below:

1. An “Affiliate” is a Partner who promotes the Service by referring Potential Customers to Tebra using a unique referral link (a “Referral Link”) or deal registration form. For the avoidance of doubt, Partners who participate in the Tebra Affiliate Program are not Referral Partners with respect to any activities conducted pursuant to the Tebra Affiliate Program. The Tebra Affiliate Program is subject to separate terms and conditions.
2. A “Referral Partner” is a registered Partner who promotes the Service by referring Potential Customers to Tebra via a Referral Link or their deal registration form or acting as a value-added partner of Tebra that works directly with Tebra clients. For avoidance of doubt, Partners who participate in the Tebra Partner Connect Program are not Referral Partners with respect to any activities conducted pursuant to the Partner Connect Program.
3. An “API Partner” is a Partner who develops Applications to integrate with Tebra’s platform.
4. A “Billing Company” is a Partner who has opened a billing company account with Tebra.

“Partner Account” means a Tebra Partner Program account.

“Partner Portal Homepage” means the internal administrative page available at partnerportal.tebra.com that allows Partners to manage their Partner Account.

“Partner Program” means the resources made available by Tebra to Partners. For the avoidance of doubt, the Partner Program includes the following separate programs: Affiliate Program, Referral Program, API Integrator Program, and Tebra Partner Connect Program, to the extent that Partner is invited to participate in those programs.

“Partner Tier” means one of three tiers for which a Partner may qualify. Partner Tiers consist of Authorized Partner, Premier Partner, and Elite Partner.

“Potential Customers” are prospective customers a party identifies as a practice or provider who could benefit from the services of the other party.

“Recycled Referral” means a referral for a Potential Customer that does not sign up for Tebra Services within six (6) months of first being referred; after six (6) months, that Potential Customer may be referred again as an Eligible Referral by any Partner.

“Revenue” means the amount that is paid to a party only for its services from a Potential Customer in accordance with this Agreement, excluding merchant fees, processing fees and other amounts payable to credit card, debit card and other payment processors, and amounts paid or accrued for returns, credits, discounts, rebates, taxes and other similar items.

“Service” means the Tebra-hosted commerce platform available via www.Tebra.com and any associated websites, products or services offered by Tebra.

“Tebra API” or “API” is defined in the Tebra API Terms and related documentation, including the pricing set forth in Exhibit A. “Tebra API Terms” means the Tebra API Terms of Use available at https://www.tebra.com/api-terms-of-use/.

“Tebra Partner Marketplace” means Tebra’s online partner marketplace that surfaces eligible partner profiles and may match partners with Customers seeking assistance with their business.

“Tebra Property” includes Tebra Marks; all demographic and other information relating to Customers including Potential Customers, prospective Partners and Partners; the Services, the Tebra API, API Documentation, and all elements and components thereof; and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Tebra or otherwise related to the Tebra Partner Program or Tebra, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein.

“Taxes” means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

1. Payments to Partners. Fees due to Partner for Eligible Referrals will be calculated by Tebra once per month based on the applicable Partner Tier for which Partner qualifies at the time that an eligible activity is performed as set forth in Exhibit B. Tebra reserves the right to review and adjust the Partner Program’s payment structure at any time. Partners will receive a referral payment when (i) their referred Potential Customer attends a Tebra demonstration, and (ii) Partner is present during such demonstration. If more than one Partner refers the same Potential Customer, Fees will be paid to the Partner that first submitted that Potential Customer referral.
2. Payments to Tebra. Except for API Partners, all Partners shall pay revenue share Fees, as set forth in Exhibit B, to Tebra monthly via wire transfer or ACH and provide a detailed spreadsheet of the accounting for each revenue payment to [email protected]. API Partners will receive a monthly invoice from Tebra based on their usage of the API. To be eligible for participation in the Partner Program, API Partners must maintain a current payment method on their Tebra profile for invoicing.
3. Taxes. Fees payable by one party to the other shall be exclusive of Taxes. Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Prospective Customer.

1. Term. The initial term of this Agreement shall commence on the Effective Date of this Agreement and shall end on the date that is one (1) year after the Effective Date. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless a party provides written notice to the other party of its intent not to renew this Agreement at least thirty (30) days prior to such renewal. Notwithstanding the foregoing, either party may terminate this Agreement at any time for its convenience upon at least ninety (90) days’ prior written notice to the other party.
2. Termination. Upon termination of this Agreement: (i) each party will return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Tebra Creative and all Confidential Information); (ii) Partner will immediately cease displaying any Tebra Creative or any Tebra Marks on any website or otherwise; and (iii) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, Tebra API, or to receive any payments of Fees under this Agreement, unless otherwise determined by Tebra in its sole discretion. In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
3. Post Termination Referral Fee Payments. If a party terminates this Agreement for its convenience in accordance with Part A, Section 3(b), then each party must continue to pay referral fees where applicable (for Existing Referral Customers and Potential Customers who entered into contracts with the other party prior to the effective date of termination), only until the sooner of:
   1. a party has received at least twenty-four (24) months of payments of referral fees regarding that Existing Referral Customers or Potential Customer (counting payments before and after termination of this Agreement for that Existing Referral Customer or Potential Customer); or
   2. the contract with that Existing Referral Customer or Potential Customer and the applicable party is terminated, ending the delivery of subscription services.
      Other than as provided in this Section 3(c), no referral fees will be paid after termination of this Agreement.

1. Partner will bear all costs and expenses related to Partner’s marketing or promotion of Tebra.
2. In no event will Partner engage in any Partner marketing activities except as expressly set forth in this Agreement. Partner is responsible for honoring opt-in and opt-out requests for their client and prospect list. In conducting all Partner marketing activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Partner has secured the applicable Potential Customer’s consent first, Partner will not email any Potential Customer whose email address they have received via Tebra.
3. Without limiting the generality of Part A, Section 4(a), Partner will (i) not send any email regarding Tebra to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Tebra or the Tebra platform; and (iii) not imply that such emails are being sent on behalf of Tebra.
4. A Partner will not (i) engage in any marketing methods with respect to Tebra, including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message, email communications, social media or video platforms; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Tebra; (iii) make any false, misleading or disparaging representations or statements with respect to Tebra; (iv) copy, resemble or mirror the look and feel of Tebra’s websites, Tebra Marks or Services or otherwise misrepresent Partner’s affiliation with Tebra; or (v) engage in any other practices which may adversely affect the credibility or reputation of Tebra, including but not limited to using any website in any manner, or having any content on any website, that uses aggressive or low-quality marketing, including marketing services that are unrelated to Tebra or the Partner’s services; promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or violates any intellectual property or other proprietary rights of any third party.

The receiving party shall exercise reasonable care to hold the disclosing party’s Confidential Information in confidence and not use it or disclose it to any other person or entity, except (i) as permitted under this Agreement or as reasonably necessary for the performance or enforcement of this Agreement; (ii) as agreed in writing by the disclosing party; (iii) for the party’s proper management and administration (provided that it obtains reasonable assurances from all recipients that they will keep the information confidential and use it only for the purpose of its disclosure); or (iv) as required by law, regulation, or court order.

1. Except for the right to use Tebra Property subject to the terms of this Agreement, this Agreement does not confer on Partner a license in, ownership of, or interest in Tebra Property. As between the parties, Tebra Property and all right, title, and interest in and to it is and will remain the exclusive property of Tebra. Tebra has the unrestricted and permanent right to use and implement all ideas, advice, recommendations, or proposals of Partner and its personnel with respect to Tebra Property in any manner and in any media and shall own any and all implementations thereof. As between Tebra and Partner, each party retains all right, title and ownership interest in and to its Confidential Information.
2. During the term of this Agreement, each party hereby grants the other a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the party’s Marks solely as necessary to perform the party’s obligations under this Agreement. For avoidance of doubt, the license granted in this Part A, Section 6(b) includes Tebra’s Marks related to the Partner Program and as described in the Tebra Partner Program Brand Guidelines but does not extend to the main Tebra brand Marks, the use of which by Partner requires prior written consent from Tebra. Each party acknowledges and agrees that: (i) it will use the other party’s Marks only as permitted under this Agreement; and (ii) use the other party’s Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements in effect and as updated from time to time, including but not limited to the Tebra Partner Program Brand Guidelines. Partner further acknowledges and agrees it will not, now or in the future, apply for or contest the validity of any Tebra Marks or apply for or use any term or mark confusingly similar to any Tebra Marks.

1. In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including HIPAA and data privacy laws.
2. Partner will obtain any licenses required in order for Partner to operate and to offer the products or services associated with Partner’s participation in the Partner Program.
3. Partner represents and warrants that none of the Partner, its subsidiaries, or any director or officer thereof, is, or is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, or (ii) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions.

1. THE TEBRA PARTNER PROGRAM, THE SERVICE, ADS (INCLUDING DELIVERY AND RELATED REPORTING), THE TEBRA API (INCLUDING WITHOUT LIMITATION THE SALES CHANNEL SDK AND THE TEBRA BILLING API) AND ALL RELATED COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TEBRA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TEBRA DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TEBRA API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED FROM TEBRA OR THROUGH THE TEBRA API INTEGRATION USER GUIDE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, TEBRA FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE SERVICE, THE TEBRA API, THE TEBRA MARKS, THE TEBRA CREATIVE, OR THE TEBRA API (INCLUDING WITHOUT LIMITATION THE SALES CHANNEL SDK AND THE TEBRA BILLING API) AND ALL RELATED COMPONENTS SATISFY ALL OF PARTNER’S REQUIREMENTS AND OR WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS.
2. Tebra will have no liability with respect to the Tebra Partner Program, the Service, the Tebra API, the Tebra Marks, the Tebra Creative or Tebra’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Tebra API, the Tebra Marks, the Tebra Creative, or Partner’s participation or inability to participate in the Tebra Partner Program, even if Tebra has been advised of the possibility of such damages. In any event, Tebra’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by Tebra during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, negligence, breach of contract, breach of warranty, misrepresentations, strict liability, and other torts. These limitations will apply even if Tebra has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

Partner agrees to indemnify, defend and hold harmless Tebra and its directors, officers, employees, subcontractors and agents thereof with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or willful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Tebra granted by Partner to any Potential Customer, prospective Partner or other third party; (d) Partner’s use of the Tebra API; (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference); (f) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party; (g) Partner Taxes, including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of the Partner’s products or services; (i) Partner’s relationship with any Potential Customer; and (j) any breach of applicable law by the Partner. Tebra will promptly provide Partner written notice of any such claim. Tebra may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of Tebra or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, Tebra without the prior written approval of Tebra.

Tebra reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees and Payments, at any time. If a material change is made to the Partner Program Agreement, including any material change to Fees, Tebra will provide reasonable notice by email, posting a notice on the Tebra blog or in the Partner Dashboard.

All disputes, claims, or controversies arising out of or relating to this Agreement, including any conduct related to or arising out of this Agreement following termination hereof shall be submitted to JAMS, or its successor, for mediation in Orange County, California. Either party may commence mediation by providing to JAMS and the other party a written request for mediation setting forth the subject of the dispute, relief requested, and bases for relief. The parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties shall participate in the mediation in good faith and equally share mediation costs. If the dispute is not resolved through mediation, the party seeking relief may pursue all remedies available at law, subject to the terms of this Agreement.

This Agreement is governed by the State of California laws, without regard to conflict of laws principles. Any dispute arising under or related to this Agreement must be brought in the state and federal courts for Orange County, California. Each party consents to the personal jurisdiction of such courts and waives any claim that it is an inconvenient forum. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.

Any notice, approval, request, authorization, or other communication under this Agreement will be given in writing and delivered by email to Partner’s email address listed in the Partner Account, and to Tebra at 1111 Bayside Drive, Corona Del Mar, CA 92625, Attention: Legal with an electronic copy to [email protected].

If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any cause beyond the reasonable control of that party, the party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance.

1. Exclusivity. Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the party to this Agreement. This Agreement will not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
2. Entire Agreement. This Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). This Agreement constitutes the entire agreement between the parties relating to Partner Services and supersedes all prior agreements, understandings, and representations relating to Partner Services.
3. Assignment. Neither party will assign this Agreement without the written consent of the other, provided that either party may assign this Agreement with no less than 90 days’ prior Notice as part of a corporate reorganization, consolidation, merger, change of control with respect to its outstanding stock, or sale of substantially all of its assets, and provided further that the assigning party and the assignee will remain liable for any unperformed obligations under this Agreement arising prior to the effective date of any such transaction, and any attempt to assign this Agreement not in accordance with this Section 15 shall be void. This Agreement is binding on the parties and their successors and permitted assigns.
4. Relationship of the Parties. Nothing contained in this Agreement can be construed to create a joint venture, partnership, or like relationship between the parties, and their relationship is and will remain that of independent parties to a contractual service relationship. Except as explicitly set forth herein, none of the provisions of this Agreement will be for the benefit of or enforceable by any third party.
5. Waiver and Severability. No failure by a party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right or remedy hereunder will constitute a waiver. If any term or provision of this Agreement is invalid, illegal or unenforceable, it will not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision.

If a Potential Customer is referred and if, as a result of such Eligible Referral, the Potential Customer enters into a contract with Tebra for Services for a fee, then Fees will be paid to Affiliate Partner based on the applicable Partner Tier, as set forth in Exhibit B.

All referrals must be solicited in a manner that reflects favorably on the reputation of the other party, and specifically each party: (i) must comply with all applicable laws in soliciting and providing each referral; (ii) refrain from using use any illegal, deceptive, misleading, unethical, or improper acts or practices in soliciting and providing each referral; and (iii) must not make any representation, warranties or guarantees to any third-party that purports to be on behalf of the other party.

Affiliate Partner shall enter each of its Potential Customer referrals through Tebra’s Partner Portal or Referral Link. Affiliate Partner must be listed as the contact on the referral and input all required the information of the Potential Customer.

If a Potential Customer is referred and, if as a result of such referral, the Potential Customer enters into a contract with the other party for its services for a fee, then referral Fees will be paid as set forth on attached Exhibit B. Fees are due by the 30th day after the end of the applicable reporting calendar month, along with a report of all mutual or referred Customers with identification of clinic names, addresses, total monthly payments by referred Customer, individual referral amounts by customer and total monthly referral payments for the reported month.

All referrals must be solicited in a manner that reflects favorably on the reputation of the other party. Each party: (i) must comply with applicable laws in soliciting and providing each referral; (ii) refrain from using use any illegal, deceptive, misleading, unethical, or improper acts or practices in soliciting and providing each referral; and (iii) must not make any representation, warranties, or guarantees to any third party that purports to be on behalf of the other party.

Each party will instruct the other party of the specific process to notify it of Potential Customers (e.g., referral codes, web-based signup forms, email etc.).

No referral fees are owed on any Excluded Referrals, notwithstanding anything contained in this Agreement to the contrary.

Each party will provide technical support for its subscription service.

This Agreement does not give either party the right to distribute the products and services of the other party. For the avoidance of doubt, unless otherwise agreed in a separate written distribution agreement between the parties, neither party will distribute the products and services of the other party.

The parties may implement the Sales and Marketing plan on Exhibit C.

During the term of this Agreement and solely in connection with its performance hereunder, Partner shall be permitted to use the Tebra API to integrate its services to Tebra’s services in accordance with the Tebra API Terms and the API User Guide (located at https://www.tebra.com/api-terms-of-use and at https://kareocustomertraining.s3.amazonaws.com/Help%20Center/Admin_Setup_Guides/Kareo_IntegrationAPI_TechnicalGuide.pdf, respectively), as may be updated from time to time. Partners may be subject to the Public API price sheet set forth in Exhibit A.

All participants in the Tebra Partner Connect Program must be invited by Tebra to participate. Billing Companies’ acceptance to use the Partner Portal does not qualify as an invitation to participate in the Tebra Partner Connect Program. Tebra Partner Connect participants are required to complete a detailed application with their Account Manager to participate in Tebra Partner Connect and will have received a program approval email with onboarding instructions from the Tebra partner team. As a participant in the Tebra Partner Connect Program, Partners agree to the following terms:

1. Partner agrees to remain an advocate of Tebra and to perform all billing for leads received in the Tebra Partner Connect Program using Tebra’s software platform.
2. Partner agrees that Tebra has no obligation to provide a monthly minimum number of leads through the Tebra Partner Connect Program.
3. Partner agrees that Tebra may offer leads to multiple billing companies at the same time.
4. Partner agrees to (1) accept or reject, and (2) initiate contact with any lead received within 24 business hours of receipt from Tebra; otherwise Partner understands the lead will be reassigned and removed from the lead dashboard.
5. Partner agrees to communicate in writing the reason(s) for rejecting any leads to the Partner Consultants immediately. Partner understands that excessive lead rejections may result in my participation in the Tebra Partner Connect Program being reviewed.
6. Partner agrees to update the status of leads in the portal at a minimum once per week with contact notes, next steps, close date, and any other important information. I understand if I do not perform and notate regular status updates with prospects and the Tebra Partner Connect Program’s Partner Consultants it may negatively affect my lead volume and participation.
7. Partner agrees to keep the users information up-to-date, including by promptly adding and removing my team members or sales team in the portal as necessary.
8. Partner agrees to report to Tebra when a practice becomes a billing company customer by updating the opportunity fields with close date, start of service date, expected annual revenue, and KID. I understand this information will be used for internal program performance reporting purposes only.
9. Partner agrees to refrain from recommending any other software for billing besides Tebra, unless otherwise agreed upon in an existing Tebra referral agreement.
10. Partner understands that Tebra will perform periodic reviews of each Tebra Partner Connect Program participant’s performance.
11. Partner understands that poor performance in the Tebra Partner Connect Program will contribute to the number of lead assignments and potential removal.
12. Partner understands that failure to comply with the terms of this Agreement shall result in my removal from the Tebra Partner Connect Program. Partner understands that Tebra reserves the right to modify or terminate the Tebra Partner Connect Program at any time without notice.

Like the foregoing Partner Terms and Conditions, the following Exhibits only apply to specific Partners, as indicated in the applicable provision above and in each Exhibit.

EXHIBIT A

Applicable to All Partners Accessing the Tebra API

Price Sheet
Tebra Public APIs

Account will be invoiced for previous month’s usage of the Public API, based on the number of API calls, and the associated usage tier defined on the page below. Billing Company Partners should consult with their Tebra Account Manager to discuss any API fees that may apply.

API Platform Fees

API Call Usage

*Limit 10GB of data usage

EXHIBIT B

Applicable to Referral and Affiliate Partners, Including IT Consultants

Referral Fees

Tebra Referrals to Partner

Partner shall pay Tebra twenty percent (20%) of all Revenue received by Partner from Potential Customers that enter into a customer contract for Partner services. Tebra reserves the right to change the referral percentage by 3% year over year. Tebra commits that any changes will be communicated at least 60 days in advance.

Partner Referrals to Tebra

Partner will receive referral payments based on their Partner Tier as set forth below:

EXHIBIT C

Applicable to Referral Partners

New Partner Sales and Marketing Plan

Stage 1

Partner will join Tebra’s Tebra Partner Portal, where all leads from Tebra will be assigned to Partner. Partner commits to reviewing and approving all referrals sent within 48 business hours. Partner also commits to updating each record every 5 business days. Failure to update leads regularly may result in Tebra terminating the referral relationship with Partner. Tebra will offer Partner one training with Tebra’s Sales/AM/Onboarding teams during the onboarding process. Any future training of Tebra staff will require Tebra’s approval.

In order to proceed to Stage 2, Partner must:

1. Establish primary sales and technical points of contact for the Tebra team;
2. Demonstrate ability to manage the referral flow through the Tebra’s Tebra Partner Portal;
3. Collect marketing materials for the Tebra team to use (subject to Tebra’s approval prior to distribution to teams), including:.
   • prepared FAQs for internal resources to reference
   • digital guide and/or data sheet
   • recorded customer-facing demonstration video that can be used by Tebra staff, if needed;
4. Determine SPIFFs or initial competition for the Sales/AM/Onboarding teams, if needed;
5. Provide live Training to the Tebra team, including the Sales, Account Management, and Onboarding teams as necessary and provide a recording for Tebra’s Support team. Training should:
   • Cover what the product is, what it solves
   • Presented by the main contact for customer-facing reps
6. Agree to the terms and obligations within the Tebra API User Guide and the Tebra API Terms of Use; and
7. Agree to and establish quarterly business reviews with the Tebra team.

Stage 2

Tebra will add Partner to its Marketplace on Tebra’s website, Partner is responsible for completing their profile on Tebra’s Marketplace. Partner’s Marketplace listing is subject to Tebra’s approval. Tebra will approve all text used for promotion. All media releases, public announcements, or other public disclosures by either party or their employees or agents, relating to this Agreement, including without limitation, promotional or marketing materials, shall be coordinated with and approved by an authorized representative of the other party prior to release. This restriction shall not apply to any disclosure solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements. Tebra will provide text and ‘Authorized Partner logo’ to be added to Partner’s website. Partner commits to creating a page on their website that highlights their partnership with Tebra.