Referral Program

Version 1.0 · Effective January 1, 2026

These Standard Terms apply to each Referral Agreement between Alpha Nodus, Inc. ("Alpha Nodus") and a referring partner ("Referring Partner") that incorporates them by reference. Capitalized terms used but not defined in these Standard Terms have the meanings given on the signature page of the applicable Referral Agreement. "Agreement" means that signature page together with these Standard Terms. Alpha Nodus and Referring Partner are each a "Party" and together the "Parties."

Alpha Nodus provides Gravity, the Agentic Operations System (AOS) for imaging, and related services to diagnostic imaging providers (the "Services"). Referring Partner wishes to refer prospective customers to Alpha Nodus, and Alpha Nodus wishes to pay a referral fee for qualifying referrals.

1. Definitions

"Cause" has the meaning given in Section 7.3.

"Collected Revenue" means amounts actually received by Alpha Nodus in cash from a Registered Prospect for subscription and license fees for the Covered Products, net of refunds, credits, chargebacks, discounts and allowances actually granted, sales and other transaction taxes, and third-party payment processing fees. Collected Revenue excludes amounts attributable to implementation, onboarding, Gravity Professional Services, training, support, maintenance, hardware and pass-through costs, and excludes amounts invoiced but not collected.

"Prospect" means a person or entity that Referring Partner submits to Alpha Nodus under Section 2.1.

"Registered Prospect" means a Prospect whose registration Alpha Nodus has approved under Section 2.2.

"Submission Date" means the date on which Referring Partner submits a complete registration for a Prospect under Section 2.1.

2. Referral of Prospects

2.1 Registration. Referring Partner shall register each Prospect through Alpha Nodus's registration form at referral.alphanodus.com.

2.2 Approval. Alpha Nodus shall notify Referring Partner by email of its approval or rejection of each registration within the Approval Window. If Alpha Nodus rejects a registration on the basis of Section 2.3, the notice shall identify the applicable subsection. Approval and rejection are at Alpha Nodus's discretion, exercised in good faith.

2.3 Ineligible Prospects. Alpha Nodus will not approve a registration for a person or entity that: (a) is an existing Alpha Nodus customer; (b) is the subject of an active, documented sales opportunity in Alpha Nodus's records as of the Submission Date, or to whom Alpha Nodus delivered a written proposal within the preceding one hundred eighty (180) days; or (c) is the subject of an active, unexpired registration previously submitted by another referring partner or third party.

2.4 Registration Period. A Registered Prospect remains registered to Referring Partner for the Registration Period. Referring Partner is eligible for a Referral Fee if Alpha Nodus and that Registered Prospect execute a definitive agreement within the Registration Period. Alpha Nodus may extend the Registration Period in writing. A registration that has expired may be resubmitted by the same Referring Partner, in which case the later Submission Date governs.

3. Referral Fees

3.1 Fee. Alpha Nodus shall pay Referring Partner the Referral Fee on Collected Revenue received from each Registered Prospect under a definitive agreement executed during the Registration Period.

3.2 Payment. Alpha Nodus shall pay each Referral Fee within the Payment Timing and shall continue to pay Referral Fees for the Payment Period. No Referral Fee accrues on amounts Alpha Nodus does not collect.

3.3 One Fee per Prospect. Alpha Nodus will pay only one Referral Fee with respect to any Prospect. If more than one party contributed to a transaction, Alpha Nodus may apportion the Referral Fee in its sole discretion and shall notify each affected party of the apportionment.

3.4 Statements. Within thirty (30) days after the end of each calendar quarter in which Referral Fees accrued, Alpha Nodus shall provide Referring Partner a statement identifying each Registered Prospect, the Collected Revenue received and the Referral Fee calculated. Each statement is final and binding unless Referring Partner delivers a written objection, describing the disputed item in reasonable detail, within thirty (30) days of receipt. Referring Partner has no right to audit Alpha Nodus's books or records.

3.5 Taxes. Referring Partner is responsible for all taxes to which Referral Fees are subject and shall indemnify and hold Alpha Nodus harmless against any taxes, penalties, duties and interest levied by any government authority on a Referral Fee.

4. Referring Partner Obligations

4.1 No Authority; No Representations. Referring Partner has no authority to, and shall not, enter into any agreement, make any commitment, accept any order, quote prices or terms, or incur any obligation on behalf of Alpha Nodus. Referring Partner shall not make any representation or warranty regarding the Services, including their functionality, security, regulatory compliance, pricing or availability, except as expressly stated in marketing materials furnished by Alpha Nodus, and shall not modify such materials without Alpha Nodus's prior written consent.

4.2 Marketing Conduct. Referring Partner shall conduct all referral and marketing activity lawfully and professionally and shall comply with all applicable laws governing commercial communications, including the CAN-SPAM Act, the Telephone Consumer Protection Act, and applicable state telemarketing, do-not-call and data protection laws. Referring Partner shall not make any false, misleading or disparaging statement regarding Alpha Nodus, the Services or any third party.

4.3 Healthcare Regulatory Compliance.

(a) Referring Partner has made the representation set forth on the signature page of the Agreement regarding its status under federal and state healthcare programs, and shall notify Alpha Nodus in writing within ten (10) days if that representation ceases to be accurate.

(b) Each Party shall comply with all applicable healthcare laws, including the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Physician Self-Referral Law (42 U.S.C. § 1395nn), the federal False Claims Act, and applicable state anti-kickback, patient brokering and fee-splitting laws. No payment under the Agreement is intended to induce or reward the referral of patients or of any item or service reimbursable by any federal or state healthcare program.

(c) If either Party reasonably determines, on advice of counsel, that the Agreement or any payment under it may violate any applicable healthcare law, the Parties shall negotiate in good faith for thirty (30) days to amend the Agreement to a compliant structure. If the Parties do not reach agreement within that period, either Party may terminate the Agreement immediately upon written notice.

4.4 No Protected Health Information. Referring Partner shall not transmit to Alpha Nodus any protected health information as defined under HIPAA, or any other individually identifiable health information. Prospect registrations shall contain business contact and organizational information only. The Agreement does not create a business associate relationship between the Parties.

5. Confidentiality

5.1 Each Party shall hold in confidence all non-public information disclosed by the other Party, including pricing, product plans, customer and Prospect lists, deal status, and the Commercial Terms set forth on the signature page ("Confidential Information"), shall use Confidential Information solely to perform under the Agreement, shall protect it with at least reasonable care, and shall not disclose it except to employees and advisors with a need to know who are bound by confidentiality obligations no less protective.

5.2 These obligations do not apply to information that is or becomes public through no fault of the recipient, was rightfully known without restriction before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction. A Party may disclose Confidential Information to the extent required by law, provided it gives the other Party prompt notice where legally permitted.

5.3 The obligations in this Section continue for three (3) years after termination or expiration of the Agreement, and indefinitely with respect to trade secrets.

6. Trademarks and Publicity

Each Party grants the other a limited, non-exclusive, non-transferable, revocable, royalty-free license during the term of the Agreement to use and display the other Party's name and logos solely to identify the referral relationship and to promote the Services, in accordance with the owner's then-current trademark usage guidelines. Alpha Nodus's logos, brand materials and logo usage rules are available at alphanodus.com/press/brand. All such use inures to the benefit of the owner. Neither Party shall use the other's marks in a manner that disparages the other Party or that suggests a relationship beyond the one described in the Agreement. Each Party shall cease all use of the other's marks upon termination or expiration of the Agreement, or within five (5) business days of the owner's written request.

7. Term and Termination

7.1 Term. The Agreement commences on the Effective Date and continues until terminated in accordance with this Section.

7.2 Termination for Convenience. Either Party may terminate the Agreement by giving the Termination Notice in writing to the other Party.

7.3 Termination for Cause. Either Party may terminate the Agreement immediately upon written notice for Cause. "Cause" means, with respect to the other Party: (a) a material breach of the Agreement that remains uncured thirty (30) days after written notice describing the breach; (b) with respect to Referring Partner, any breach of Section 4 or Section 5; (c) any materially false representation made in or under the Agreement; (d) insolvency, assignment for the benefit of creditors, or the commencement of a bankruptcy proceeding not dismissed within sixty (60) days; or (e) conduct that violates applicable law.

7.4 Effect of Termination. Upon termination other than by Alpha Nodus for Cause, Alpha Nodus shall continue to pay Referral Fees with respect to each Registered Prospect approved before the termination date for the remainder of the applicable Payment Period. Upon termination by Alpha Nodus for Cause, Alpha Nodus's obligation to pay further Referral Fees ceases as of the termination date. In all cases, Alpha Nodus shall pay Referral Fees accrued on Collected Revenue received before the termination date.

8. Warranty Disclaimer and Limitation of Liability

8.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, ALPHA NODUS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE AGREEMENT AND THE SERVICES.

8.2 Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Cap. ALPHA NODUS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID BY ALPHA NODUS TO REFERRING PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.4 Exclusions. Sections 8.2 and 8.3 do not apply to a Party's indemnification obligations under Section 9, to Referring Partner's breach of Section 4 or Section 5, or to either Party's fraud or willful misconduct.

9. Indemnification

9.1 Obligations. Each Party shall defend the other Party against third-party claims arising out of the indemnifying Party's breach of the Agreement, and shall indemnify the other Party against damages, settlements and reasonable attorneys' fees finally awarded in, or agreed in settlement of, such claims. Referring Partner shall additionally defend and indemnify Alpha Nodus against third-party claims arising out of Referring Partner's marketing activities or any representation made in breach of Section 4.1.

9.2 Procedure. The indemnified Party shall give the indemnifying Party prompt written notice of the claim, grant the indemnifying Party sole control of its defense and settlement, and provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes liability or admits fault on the indemnified Party without that Party's prior written consent, which shall not be unreasonably withheld. Failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay.

10. Relationship of the Parties

10.1 Independent Contractors. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

10.2 Non-Exclusive. The Agreement is non-exclusive. Nothing in it limits Alpha Nodus's right to market or sell any product or service to any current, prospective or future customer, directly or through any channel, including any Prospect.

10.3 No Other Rights. No license or other right is granted to Referring Partner under the Agreement. Referring Partner has no right to resell or otherwise distribute the Services, or to provide any services relating to them, except as expressly set forth in Section 6.

11. General

11.1 Assignment. Referring Partner shall not assign the Agreement or delegate its duties under it without Alpha Nodus's prior written consent. Alpha Nodus may assign the Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. The Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

11.2 Amendment; Waiver. Any amendment to the signature page must be in writing and signed by both Parties. Alpha Nodus may update these Standard Terms in accordance with the Standard Terms section of the signature page. No waiver of any provision is effective unless in writing and signed by the waiving Party, and no failure or delay in enforcing a provision operates as a waiver of it.

11.3 Notices. Notices to Referring Partner may be given by email to the address set forth on the signature page. Notices to Alpha Nodus shall be given by email to legal@alphanodus.com. A notice is deemed given on the business day following transmission, absent a delivery failure notification.

11.4 Governing Law; Venue; Jury Waiver. The Agreement is governed by the laws of the State of Delaware, without reference to its conflict of laws principles. Each Party submits to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any dispute arising out of or relating to the Agreement, and each Party waives any right to trial by jury.

11.5 Force Majeure. Neither Party is liable for any delay or failure to perform, other than an obligation to pay amounts due, to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, storm, earthquake, war, terrorism, civil unrest, labor disturbance, epidemic, governmental action, or failure of third-party telecommunications or utility services not within the affected Party's control. The affected Party shall give prompt written notice and use commercially reasonable efforts to mitigate and resume performance. If the event continues for more than sixty (60) days, either Party may terminate the Agreement upon written notice.

11.6 Severability. If any provision of the Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11.7 Entire Agreement. The Agreement, consisting of the signature page, any rider signed by both Parties, and these Standard Terms, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings regarding that subject matter.

11.8 Counterparts. The signature page may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered electronically, including by electronic signature service or PDF, have the same force and effect as original signatures.

12. Survival

Sections 1, 3.2 through 3.5 (with respect to Referral Fees accrued before termination), 4.3, 4.4, 5, 7.4, 8, 9, 10, 11 and this Section 12 survive termination or expiration of the Agreement.

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