Clearpath ("Clearpath" or “We”) offers customers, partners and supporters (“Referrer(s)” or “You”) the opportunity to participate in its referral program (the “Program”). We reserve the right to amend or terminate the Program at any time, for any reason. The Program is administered by Clearpath.

Referrers are bound by these Terms and Conditions (the “Terms and Conditions” or “Agreement”) by participating in the Program. By participating in the Program, Referrers agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to register as a Referrer or to participate in the Program in any other manner. Referrers may not participate in the Program where doing so would be prohibited by any applicable law or regulations.

We reserve the right to modify or amend at any time these Terms and Conditions and/or the methods through which Referral Bonuses are earned. We reserve the right to disqualify any Referrers from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any disclosures as required by the FTC or otherwise required by Clearpath).

1. NO PARTICIPATION BY MINORS. No part of the program is directed to persons under the age of 18. IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT USE, ACCESS OR PARTICIPATE IN THE PROGRAM AT ANY TIME OR IN ANY MANNER.

‍2. PROGRAM RULES.

2.1. Program Participation. To participate in the Program, Referrers should visit www.myclearpath.com/referrals and follow the on-screen instructions to refer facilities or health systems to the Program by entering their contact information in the relevant fields.

Facilities who are referred to Clearparh by a Referrer are "Facilities” or singly a ”Facility". An "Eligible" Referrer who is fully compliant with these Terms and Conditions may receive "Referral Bonus(s)" for every "Qualified Referral” (all terms in quotes to be understood as defined below).

By participating in the Program, a Referrer represents that he or she has the Facility’s prior consent to provide their contact information.

2.2. Eligible Referrers. To be "Eligible," a Referrer must: (a) Be a legal resident of the United States of America; (b) be at least 18 years old; and (c) not be prohibited from participating in the Program by any applicable corporate policy or law.

2.3. Making a Referral. A Referrer must register at www.myclearpath.com/referrals to make a referral. No previous purchase is required (purchasers and non-purchasers alike are eligible). Once a Referrer refers a Facility, he/she will be provided with a confirmation email, and will be contacted if a Qualified Referral is made by the referred Facility within 12 months. Referrers must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions. Referrers cannot refer themselves. For example, a Referrer may not create multiple or fake accounts with Clearpath or participate in the Program using multiple or fake email addresses or identities.

2.4. Qualified Referrals. A referral becomes a “Qualified Referral” only after all the following conditions have been met: (a) the Facility has installed Clearpath after the Referral was made; (b) the Facility has completed one or more transactions that generate revenue for Clearpath; (c) the Facility had not been previously referred to Clearpath by anyone other than the Referrer; (d) the Facility had not previously made a purchase with Clearpath under any email address or alias; and (e) the Facility is not already engaged in an active sales or onboarding process with Clearpath. If any of these conditions are not met, the referral will not count as a Qualified Referral and the Referrer will not earn Credit. Only one Qualified Referral can be earned for each Facility. 

2.5. Earning Referral Bonuses. Referrer shall receive one (1) referral bonus (each, a “Referral Bonus”) for each verified Qualified Referral generated by Referrer. When submitting a Referral, Referrer may choose the type of Referral Bonus they would like to receive. Referral Bonuses may be redeemed in various forms, including, but not limited to in the form of (a) a $100 VISA* (or similar) gift card; or (b) a revenue share equal to 1% of net revenue Clearpath generates from the Facility during the first year following the Qualified Referral, as calculated by Clearpath in its sole discretion. Restrictions may apply. For example, if the Referral Bonus is in the form of a gift card, gift certificate or voucher, it may be subject to the issuer's terms and conditions.

2.6. Verified Qualified Referrals. Referral Bonuses are subject to verification. Clearpath may delay a Referral Bonus for the purposes of investigation. Clearpath may also refuse to verify and process any transaction Clearpath deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Clearpath, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of Clearpath's decisions are final and binding, including decisions as to whether a Qualified Referral, or Referral Bonus is verified.

2.7. Transfer and Value of Credit and Referral Bonuses. Referral Bonuses have no monetary value and may not be redeemed for cash. Referral Bonuses are not transferable and may not be auctioned, traded, bartered or sold. Upon termination of the referral program or any portion thereof for any reason, any unredeemed Referral Bonuses that have not yet been delivered to Referrer are forfeited.

3. PRIVACY.

3.1 Personal Information. Referrers may participate in the Program made available by Clearpath in order to refer their Facilities to Clearpath as potential new Clearpath customers. To do this, Referrers must necessarily submit personal information about themselves and their Facilities, such as name and e-mail address information, so that Clearpath can send communications to the Facilities on the Referrers’ behalf. The personal information will be collected, processed and used in accordance with Clearpath’s Privacy Statement, which can be found at https://authentic4d.com/website-privacy-statement/. Referrers understand that, in addition to the initial communications to Facilities, Clearpath may also use the personal information to send to Facilities additional follow-up communications on behalf of the Referrers in order to encourage or remind the Facilities to complete their Clearpath installation and/or purchase. The personal information may also be used by Clearpath to contact Referrers with regards to their participation in the Program and to send to Referrers additional communications from Clearpath.

4. PROPRIETARY RIGHTS.

4.1. Content Ownership. Clearpath’s online platform and the Program contain content that includes: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between Referrer and Clearpath, all Content is the property of Clearpath or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Clearpath’s online platform or the Program is the exclusive property of Clearpath and is protected by copyright, trademark, and other laws.

‍4.2. License to You. Clearpath authorizes you, subject to these terms, to access and use Clearpath’s online platform, the Program, and the Content solely for your personal, noncommercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.

4.3. Trademarks. The registered or unregistered logos, product and service names contained in Clearpath’s online platform or the Program are or may be trademarks of Clearpath or its licensors (the "Marks"). Without Clearpath’s prior written permission, and except as solely enabled by any link as provided by Clearpath, you agree not to display or use in any manner the Marks.

‍4.4. User-Submitted Content. The registered or unregistered logos, product and service names contained in Clearpath’s online platform or the Program are or may be trademarks of Clearpath or its licensors (the "Marks"). Without Clearpath’s prior written permission, and except as solely enabled by any link as provided by Clearpath, you agree not to display or use in any manner the Marks.

5. LIABILITY.

5.1. Release of Liability. By participating in the Program, Referrers agree: (a) to be bound by these Terms and Conditions, the decisions of Clearpath and its designees, and the Privacy Policy of Clearpath; (b) to defend, indemnify, release and hold harmless Clearpath, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the "Released Parties"), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Referrers’ participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Referral Bonus); and (c) that Clearpath shall not be liable for: (i) late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission; (ii) telephone system, telephone or computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials; (iv) any printing, typographical, administrative or technological errors in any websites or materials associated with the referral program; (v) Claims, demands, and damages in disputes among Referrers or between Referrers and Facilitys; or (vi) any other injuries, losses or damages of any kind resulting from acceptance, possession or use of a Referral Bonus, or from participation in the Program, that were not reasonably foreseeable to Clearpath at the relevant time.

5.2. Technical Issues. Clearpath disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other cause beyond Clearpath’s control corrupt the administration, security or proper operation of the Program.

‍5.3. Force Majeure. Clearpath shall not be liable to any Referrer for failure to supply any Referral Bonus or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties' control.

5.4. Program Suspension or Cancelation. Clearpath reserves the right to cancel or suspend the Program should Clearpath determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.

6. DISCLAIMER OF WARRANTIES. REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK; THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND Clearpath EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT; (B) CLEARPATH MAKES AND GIVES NO WARRANTY THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE RESULTS OBTAINED FROM THE USE OF THE PROGRAM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

7. LIMITATION OF LIABILITY AND INDEMNIFICATION. REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT CLEARPATH (INCLUDING ANY VENDORS AND SERVICE PROVIDERS ASSOCIATED WITH OR ASSISTING IN PROVIDING THE PROGRAM) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Clearpath WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, CLEARPATH’S (INCLUDING ANY VENDORS AND SERVICE PROVIDERS) MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE PROGRAM, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL NOT EXCEED $100 USD. REFERRERS SHOULD USE THE PROGRAM AT THEIR OWN RISK.

8. CONDUCT.

8.1. Program Integrity. If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), Clearpath reserves the right to cancel, change, or suspend the Program.

8.2. Prohibited Conduct. Referrers agree not to use the Program to: (a) violate any applicable law; (b) infringe the intellectual property rights of Clearpath or any third parties; (c) stalk, harass, or harm another individual; (d) collect or store personal data about other Referrers; (e) impersonate any person or otherwise misrepresent Referrer's identity; (f) interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program or disobey any requirements, procedures, policies, or regulations of such networks; (g) interfere with another Referrer's use of the Program; (h) attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program; (i) transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features; (j) conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others; (k) resell, barter, trade, auction or otherwise generate income by providing access to the Program to others.

8.3. Bulk Distribution ("Spam"). If a Referrer provides a Personal Link to a Facility by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with Facilities, colleagues and family members. Bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in Clearpath’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer's participation in the Program. Clearpath has a no-tolerance spam policy. Clearpath has no obligation to monitor the content provided by Referrers; however, Clearpath may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program. Even when Clearpath is the actual sender of any referral email, each Referrer must nonetheless comply with applicable law. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify Clearpath and all of the Released Parties against any liabilities, costs and expenses incurred as a results of such violation.

‍8.4. Fraudulent or Suspicious Behavior. Clearpath may prohibit a Referrer from participating in the Program or receiving a Credit or Referral Bonus, in Clearpath’s sole discretion, if Clearpath determines that such Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Referrers or any representatives of Clearpath. Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate is strictly prohibited and will result in disqualification.

Referrers may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Referral Bonus. Clearpath reserves the right to disqualify any Referrer and/or cancel any Referral Bonus(s) if Clearpath finds a Referrer to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.

CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, Clearpath RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

9. SUGGESTIONS AND SUBMISSIONS.

9.1. Suggestions. Clearpath appreciates hearing from users and welcomes your comments regarding the Program. Please be advised, however, that Clearpath does not accept or consider creative ideas, suggestions, inventions, or materials ("Creative Ideas") other than those which we have specifically requested. While Clearpath values your feedback on the program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send Clearpath Creative Ideas, Clearpath: (a) shall own, exclusively, all now known or later discovered rights to the Creative Ideas; (b) shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and

(c) shall be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

10. GENERAL.

‍10.1 Entire Agreement; Waiver. These terms constitute the entire agreement between Referrers and Clearpath concerning Referrers' use of the Program. The failure of Clearpath to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision.

‍10.2 Assignment. Referrer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld). Any assignment in breach of this Agreement is void.

‍10.3. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

10.4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

10.5. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.

10.6. Export Compliance. The Program may be subject to export laws and regulations of the United States and other jurisdictions. Clearpath and Referrer each represents that it is not named on any U.S. government denied-party list. Referrer will not refer any Facility in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria, and Crimea) or in violation of any U.S. export law or regulation.

10.7. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

10.8. Agreement to Arbitrate. Referrers and Clearpath agree to submit to the personal and exclusive arbitration of any disputes relating to the use of Clearpath’s online platform or the Program under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted within Wayne County in the state of Michigan. Referrers covenant not to sue or otherwise bring a claim against Clearpath in any other forum.

10.9. Class Waiver; Waiver of Jury Trial. Referrers acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to Referrers' use of the Program or this agreement: REFERRERS ARE GIVING UP THEIR RIGHT TO HAVE A TRIAL BY JURY; and REFERRERS ARE GIVING UP THEIR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

10.10. Headings. The headings of the various articles and sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

‍10.11. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing by registered mail or internationally-recognized service, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as a Legal Notice, the day of sending by email. Billing-related notices to Referrer will be addressed to the relevant billing contact designated by Referrer. All other notices to Referrer will be addressed to the relevant Offerings system administrator designated by Referrer.

10.12. Jurisdiction; Governing Law. Any and all disputes, claims and causes of action arising out of or related to the Program or any Referral Bonus or other prize awarded pursuant to the Program or to this agreement shall be resolved under Michigan law (without reference to its conflicts of laws principles). Venue for any proceedings to enforce this Agreement shall be in the state or federal courts located in Oakland County, Michigan, and each party hereby consents to the exclusive personal jurisdiction of such courts.

*VISA is not a sponsor of this promotion. Except as required by law, VISA Gift Cards ("GCs") cannot be transferred for value or redeemed for cash. GCs are issued by Giftcards.com. All VISA ®,™ & © are IP of VISA, Inc. or its affiliates.