SonoLinq Terms and Conditions and Non-Solicit Agreement

"SonoLinq" means SonoLinq, its owners, members, managers, officers, directors, employees, agents, representatives, affiliates, successors, assigns, licensors, contractors, subsidiaries, parent entities, and all related business operations.

"Platform" means the SonoLinq website, mobile applications, software systems, databases, communication tools, scheduling tools, matching systems, workflows, algorithms, business processes, data systems, and all associated services.

"User" means any individual or entity that accesses, visits, views, browses, registers, creates an account, logs into, communicates through, receives information from, submits information to, or otherwise utilizes the Platform in any manner.

Users include, without limitation:

• (a) Sonographers
• (b) Clients
• (c) Companies
• (d) Facilities
• (e) Healthcare practices
• (f) Healthcare providers
• (g) Physicians
• (h) Managers
• (i) Administrators
• (j) Recruiters
• (k) Contractors
• (l) Any affiliated representative of the foregoing

An Active User includes any User who has, within the preceding twenty-four (24) months:

• (a) Logged into the Platform
• (b) Maintained an account
• (c) Viewed assignments
• (d) Posted assignments
• (e) Searched opportunities
• (f) Submitted opportunities
• (g) Received communications
• (h) Sent communications
• (i) Received payment
• (j) Submitted payment
• (k) Accepted assignments
• (l) Completed assignments
• (m) Accessed user information
• (n) Utilized any Platform feature

Active User status shall be determined solely by SonoLinq records.

A Protected Relationship means any relationship, contact, communication, introduction, referral, assignment, opportunity, interaction, business discussion, negotiation, or business connection that originates directly or indirectly from the Platform.

A Protected Introduction means any introduction, referral, connection, lead, contact, communication, recommendation, suggestion, opportunity, or business relationship first discovered, facilitated, identified, presented, communicated, introduced, or enabled through the Platform.

A Protected Opportunity means any opportunity discovered, posted, communicated, viewed, accepted, discussed, negotiated, referred, routed, facilitated, expanded, renewed, extended, or otherwise made available through the Platform.

Protected Opportunities include future opportunities, repeat engagements, recurring work, expanded services, referrals, affiliate opportunities, successor opportunities, and derivative opportunities.

Confidential Information includes:

• (a) User identities
• (b) Contact information
• (c) Assignment information
• (d) Pricing information
• (e) Business practices
• (f) Compensation information
• (g) Proprietary workflows
• (h) Matching methodologies
• (i) Business intelligence
• (j) Analytics
• (k) Reports
• (l) Platform data
• (m) Opportunity data
• (n) Introductions
• (o) Referrals
• (p) User activity information
• (q) All non-public information made available through the Platform

SonoLinq is solely a technology platform and business marketplace.

SonoLinq provides tools that facilitate communication, introductions, scheduling, opportunity discovery, and business coordination among independent parties.

SonoLinq does not provide healthcare services, diagnostic services, medical supervision, or patient care. SonoLinq does not employ sonographers, direct clinical decisions, or control the manner, means, methods, or performance of services performed by Users.

No agency relationship is created between SonoLinq and any User. No User possesses authority to bind SonoLinq. No User may represent that they act on behalf of SonoLinq.

Nothing contained herein shall be construed as creating a partnership, joint venture, franchise, employment relationship, agency relationship, fiduciary relationship, or similar arrangement.

All Users acknowledge that relationships established through the Platform are relationships between independent parties. SonoLinq is not a party to such relationships.

Users acknowledge and agree that SonoLinq is not:

• (a) Employer
• (b) Co-employer
• (c) Staffing agency
• (d) Personnel provider
• (e) Workforce manager
• (f) Supervisor
• (g) Principal
• (h) Healthcare provider

No User shall claim employee status against SonoLinq.

Users remain solely responsible for:

• (a) Compensation arrangements
• (b) Tax obligations
• (c) Insurance obligations
• (d) Licensing obligations
• (e) Credentialing obligations
• (f) Regulatory compliance
• (g) Healthcare compliance
• (h) Patient care
• (i) Clinical decisions
• (j) Business decisions

User acknowledges that SonoLinq has invested substantial time, effort, expertise, technology, capital, marketing resources, operational resources, business resources, and proprietary development efforts into creating, maintaining, operating, and expanding the Platform.

User expressly acknowledges that the following constitute valuable proprietary business assets of SonoLinq:

• (a) Introductions
• (b) Relationships
• (c) Referrals
• (d) Assignments
• (e) Opportunities
• (f) Business intelligence
• (g) Network effects
• (h) User relationships
• (i) Communication systems
• (j) Marketplace infrastructure
• (k) Proprietary workflows
• (l) Matching systems
• (m) Opportunity routing systems
• (n) Data systems
• (o) Platform-generated goodwill

User acknowledges that access to the Platform, network, opportunities, introductions, and relationships constitutes substantial consideration supporting the restrictions contained within this Agreement.

Users acknowledge and agree that participation in the Platform does not create ownership rights in:

• (a) Introductions
• (b) Relationships
• (c) Referrals
• (d) Assignments
• (e) Opportunities
• (f) Platform-generated business activity
• (g) Platform-generated goodwill
• (h) User data
• (i) Opportunity data
• (j) Network relationships

SonoLinq retains a continuing and protectable business interest in all Protected Relationships, Protected Introductions, and Protected Opportunities facilitated through the Platform.

User shall maintain all Confidential Information in strict confidence and shall not directly or indirectly disclose, distribute, share, transfer, publish, exploit, or utilize Confidential Information except as expressly permitted through authorized Platform activity.

User acknowledges that User identities, introductions, opportunities, communications, business relationships, and referral paths constitute proprietary assets of SonoLinq and are subject to protection under this Agreement.

Confidentiality obligations survive termination of Platform access and remain in effect indefinitely unless otherwise prohibited by applicable law.

All Protected Relationships shall remain subject to the protections of this Agreement.

Any introduction first occurring through the Platform shall remain protected regardless of whether the parties ultimately engage in business.

Any opportunity identified, viewed, discussed, communicated, routed, referred, accepted, negotiated, or facilitated through the Platform shall remain protected under this Agreement.

Protection extends to:

• (a) Renewals
• (b) Extensions
• (c) Repeat engagements
• (d) Future engagements
• (e) Affiliate opportunities
• (f) Subsidiary opportunities
• (g) Parent-company opportunities
• (h) Common-ownership opportunities
• (i) Referral opportunities
• (j) Successor opportunities
• (k) Derivative opportunities

Where a Protected Relationship, Protected Introduction, or Protected Opportunity exists, any direct or indirect business arrangement occurring outside the Platform shall be presumed to have originated from Platform activity unless proven otherwise by clear and convincing evidence.

User shall not, directly or indirectly, solicit, recruit, encourage, induce, persuade, divert, hire, engage, contract with, refer to, communicate with for off-platform business purposes, or otherwise attempt to establish business relationships outside of the Platform with any Protected Relationship, Protected Introduction, or Protected Opportunity.

For so long as User remains an Active User, User shall not directly or indirectly engage in any activity intended to bypass, avoid, circumvent, replace, diminish, or interfere with SonoLinq's role in facilitating business relationships and opportunities.

Indirect solicitation is prohibited and includes, without limitation:

• (a) Solicitation through agents
• (b) Solicitation through affiliates
• (c) Solicitation through employees
• (d) Solicitation through contractors
• (e) Solicitation through recruiters
• (f) Solicitation through staffing agencies
• (g) Solicitation through family members
• (h) Solicitation through business partners
• (i) Solicitation through commonly owned entities
• (j) Solicitation through successor entities

The restrictions contained herein apply equally to:

• (a) Sonographers
• (b) Clients
• (c) Companies
• (d) Facilities
• (e) Physicians
• (f) Healthcare providers
• (g) Managers
• (h) Administrators
• (i) Representatives
• (j) Affiliates and related entities

User shall not directly or indirectly circumvent, bypass, avoid, replace, interfere with, or otherwise attempt to avoid the Platform for the purpose of conducting business with any Protected Relationship, Protected Introduction, or Protected Opportunity.

Circumvention includes, without limitation:

• (a) Direct contracting outside the Platform
• (b) Independent contractor agreements outside the Platform
• (c) Employment arrangements outside the Platform
• (d) Referral arrangements outside the Platform
• (e) Verbal agreements outside the Platform
• (f) Informal work arrangements
• (g) Affiliate transactions
• (h) Subsidiary transactions
• (i) Parent company transactions
• (j) Successor entity transactions
• (k) Shell company transactions
• (l) Third-party facilitated transactions
• (m) Staffing agency arrangements
• (n) Revenue-sharing arrangements
• (o) Barter arrangements
• (p) Any arrangement designed to avoid Platform fees or participation

User shall not avoid the restrictions of this Agreement through:

• (a) Parent entities
• (b) Subsidiaries
• (c) Sister companies
• (d) Common ownership groups
• (e) Related facilities
• (f) Related physician groups
• (g) Management companies
• (h) Holding companies
• (i) Successor organizations

Protection applies to all relationships originating from the Platform.

Protection extends to:

• (a) Existing opportunities
• (b) Future opportunities
• (c) Repeat opportunities
• (d) Expanded opportunities
• (e) Related opportunities
• (f) Affiliate opportunities
• (g) Referral opportunities
• (h) Introduced opportunities
• (i) Derived opportunities

Where a User introduces another individual or entity to a Protected Relationship, such introduced party shall also be deemed a Protected Relationship.

Upon cessation of Active User status, User shall remain bound by all Non-Solicitation and Anti-Circumvention provisions for twenty-four (24) months.

The twenty-four (24) month period shall restart upon:

• (a) New Platform activity
• (b) New communications through the Platform
• (c) New assignments
• (d) New opportunities
• (e) New introductions
• (f) New referrals

The restriction period shall be measured from the most recent Platform-related interaction involving the applicable Protected Relationship, Protected Introduction, or Protected Opportunity.

SonoLinq may, in its sole and absolute discretion, authorize direct engagement between Users through a written buyout agreement.

No User possesses any right to a buyout. Approval remains solely within the discretion of SonoLinq.

Unless otherwise approved in writing, the buyout amount shall be the greater of:

• (a) Twenty-Five Thousand Dollars ($25,000.00); or
• (b) Twelve (12) months of projected Platform fees reasonably estimated by SonoLinq

No buyout shall be effective unless approved in writing by an authorized representative of SonoLinq.

The parties acknowledge that violations of this Agreement would cause substantial harm to SonoLinq, including harm that would be difficult or impossible to calculate with precision.

In the event of a violation, User agrees to pay liquidated damages equal to the greater of:

• (a) Fifty Thousand Dollars ($50,000.00) per violation
• (b) Three (3) times all Platform fees avoided
• (c) Actual damages incurred by SonoLinq

Liquidated damages shall be cumulative and shall not limit any other available remedy.

In addition to all other remedies, SonoLinq shall be entitled to recover revenue associated with any prohibited off-platform relationship.

Recoverable amounts include:

• (a) Fees avoided
• (b) Commissions avoided
• (c) Revenue generated from prohibited relationships
• (d) Revenue generated from derivative opportunities
• (e) Revenue generated from referrals
• (f) Revenue generated from affiliated entities

Revenue recovery rights shall continue throughout the applicable restricted period.

Where multiple parties knowingly participate in a violation of this Agreement, all participating parties shall be jointly and severally liable.

SonoLinq may recover the full amount of damages, fees, costs, and remedies from any one or more responsible parties.

SonoLinq shall be entitled to recover all reasonable attorney fees, expert fees, consultant fees, arbitration fees, court costs, and collection expenses incurred in enforcing this Agreement.

SonoLinq shall be entitled to recover all reasonable costs incurred investigating suspected violations.

User acknowledges that violations of this Agreement would cause immediate and irreparable harm.

SonoLinq shall be entitled to temporary, preliminary, and permanent injunctive relief without the necessity of posting bond.

Injunctive relief shall be in addition to all other available remedies.

User agrees that Platform records may be used as evidence in arbitration, litigation, or other proceedings.

• (a) Login records
• (b) IP logs
• (c) Communications
• (d) Messages
• (e) Assignment records
• (f) Payment records
• (g) Audit logs
• (h) User activity logs
• (i) Metadata
• (j) Electronic acknowledgements

User acknowledges the reliability and admissibility of electronically maintained business records generated by the Platform.

SonoLinq functions solely as a technology platform and marketplace designed to facilitate introductions, communications, scheduling, opportunity discovery, and business coordination among independent parties.

SonoLinq shall not be responsible or liable for the acts, omissions, conduct, negligence, gross negligence, recklessness, malpractice, misconduct, errors, representations, warranties, contractual obligations, regulatory violations, licensing deficiencies, credential deficiencies, business practices, payment practices, employment practices, healthcare practices, patient interactions, or other actions of any User.

SonoLinq shall not be responsible for disputes arising from:

• (a) Compensation disputes
• (b) Billing disputes
• (c) Payment disputes
• (d) Employment disputes
• (e) Independent contractor disputes
• (f) Scheduling disputes
• (g) Cancellation disputes
• (h) Service quality disputes
• (i) Professional conduct disputes
• (j) Patient complaints
• (k) Clinical outcomes
• (l) Regulatory matters
• (m) Tax matters
• (n) Insurance matters
• (o) Credentialing matters
• (p) Licensing matters

To the fullest extent permitted by law, SonoLinq shall not be liable for any:

• (a) Lost profits
• (b) Lost revenue
• (c) Lost business opportunities
• (d) Loss of goodwill
• (e) Business interruption
• (f) Indirect damages
• (g) Incidental damages
• (h) Consequential damages
• (i) Special damages
• (j) Punitive damages
• (k) Exemplary damages

To the fullest extent permitted by law, SonoLinq's aggregate liability arising from or relating to the Platform shall not exceed the greater of:

• (a) One Thousand Dollars ($1,000.00); or
• (b) The total fees actually paid by the claimant to SonoLinq during the six (6) months immediately preceding the event giving rise to the claim

The Platform is provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis.

SonoLinq expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including:

• (a) Merchantability
• (b) Fitness for a particular purpose
• (c) Non-infringement
• (d) Accuracy
• (e) Reliability
• (f) Availability
• (g) Performance
• (h) Security

SonoLinq does not guarantee:

• (a) Assignments
• (b) Coverage requests
• (c) Revenue
• (d) Business opportunities
• (e) Client engagement
• (f) Sonographer engagement
• (g) Platform activity
• (h) User participation

SonoLinq does not provide healthcare services, medical services, diagnostic services, treatment services, or patient care services.

SonoLinq does not supervise, direct, evaluate, manage, control, or oversee clinical services performed by Users.

All responsibility for patient care, medical judgment, diagnostic interpretation, healthcare compliance, and clinical outcomes remains solely with the applicable healthcare professionals and healthcare organizations.

Users are solely responsible for maintaining all licenses, certifications, registrations, credentials, permits, insurance policies, and regulatory approvals required for their activities.

Although SonoLinq may collect, display, store, review, or verify information, SonoLinq does not guarantee:

• (a) Accuracy
• (b) Authenticity
• (c) Completeness
• (d) Current status
• (e) Regulatory standing
• (f) Professional competence
• (g) Fitness for any purpose

Users are solely responsible for independently verifying the qualifications of other Users.

Users shall maintain all insurance required by applicable law and industry standards.

SonoLinq does not provide malpractice insurance, professional liability insurance, workers' compensation insurance, general liability insurance, cyber insurance, employment practices insurance, or any other insurance coverage for Users.

SonoLinq may request proof of insurance at any time. Failure to provide requested documentation may result in suspension or termination.

Users are solely responsible for compliance with:

• (a) Federal laws
• (b) State laws
• (c) Local laws
• (d) Healthcare regulations
• (e) Privacy regulations
• (f) Employment regulations
• (g) Independent contractor regulations
• (h) Tax regulations
• (i) Licensing requirements

Users remain solely responsible for HIPAA compliance and the protection of protected health information.

User shall defend, indemnify, and hold harmless SonoLinq from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, costs, penalties, judgments, settlements, fines, attorney fees, and expenses arising from or related to:

• (a) User conduct
• (b) User negligence
• (c) User regulatory violations
• (d) User contractual obligations
• (e) User healthcare activities
• (f) User employment activities
• (g) User tax obligations
• (h) User insurance obligations
• (i) User breach of this Agreement

Indemnification obligations shall survive termination of this Agreement.

Users shall not knowingly make false, misleading, defamatory, malicious, or materially inaccurate statements concerning SonoLinq.

Nothing herein shall prohibit truthful statements required by law or participation in legally protected activities.

SonoLinq shall not be liable for delays, interruptions, failures, or inability to perform resulting from events beyond its reasonable control.

Covered events include:

• (a) Natural disasters
• (b) Severe weather
• (c) Power outages
• (d) Cyberattacks
• (e) Internet outages
• (f) Government actions
• (g) Labor disruptions
• (h) Pandemics
• (i) Public emergencies

Except as otherwise provided herein, all disputes arising from or relating to this Agreement shall be resolved exclusively through binding arbitration.

Arbitration shall be administered under the commercial arbitration rules then in effect.

Arbitration shall occur in the State of Texas unless otherwise agreed in writing.

The parties knowingly and voluntarily waive any right to trial by jury.

Users waive any right to participate in class actions, collective actions, or representative actions against SonoLinq.

This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to conflict-of-law principles.

Notwithstanding the arbitration provisions herein, SonoLinq may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction.

This provision applies particularly to violations involving:

• (a) Confidential Information
• (b) Proprietary Information
• (c) Non-Solicitation
• (d) Anti-Circumvention
• (e) Protected Relationships
• (f) Protected Introductions
• (g) Protected Opportunities

User agrees that electronic acceptance of this Agreement constitutes a legally binding signature.

Electronic records, electronic acknowledgements, electronic clicks, electronic confirmations, and electronic acceptance logs shall have the same force and effect as handwritten signatures.

This Agreement shall be binding upon and inure to the benefit of the parties and their successors, assigns, heirs, representatives, affiliates, subsidiaries, parent entities, and permitted transferees.

SonoLinq may assign or transfer this Agreement without User consent in connection with a merger, acquisition, restructuring, sale, financing transaction, or transfer of business assets.

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Any unenforceable provision shall be modified to the maximum extent permitted by applicable law in order to effectuate the parties' intent.

The following provisions shall survive termination of Platform access, account closure, inactivity, suspension, or expiration:

• (a) Confidentiality
• (b) Proprietary Information
• (c) Protected Relationships
• (d) Protected Introductions
• (e) Protected Opportunities
• (f) Non-Solicitation
• (g) Anti-Circumvention
• (h) Tail Restrictions
• (i) Buyout Rights
• (j) Revenue Recovery
• (k) Indemnification
• (l) Arbitration
• (m) Attorney Fees
• (n) Investigation Costs
• (o) Equitable Relief

This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, understandings, negotiations, representations, and agreements.

SonoLinq may modify this Agreement from time to time by publishing updated terms through the Platform. Continued use of the Platform following such publication constitutes acceptance of the revised terms.

Users shall not structure, modify, divide, bundle, rebundle, redirect, delay, accelerate, conceal, or otherwise manipulate transactions for the purpose of reducing, avoiding, circumventing, or eliminating fees that would otherwise be payable to SonoLinq.

The creation of multiple agreements, separate invoices, separate entities, separate facilities, separate contractors, separate engagements, or similar arrangements intended to avoid Platform fees shall constitute circumvention.

Where SonoLinq reasonably suspects a violation of this Agreement, SonoLinq may request documentation reasonably necessary to investigate the matter.

Documentation may include:

• (a) Contracts
• (b) Invoices
• (c) Payment records
• (d) Assignment records
• (e) Communications
• (f) Business records
• (g) Related transaction records

Refusal to cooperate with a reasonable investigation may be considered evidence supporting the existence of a violation.

SonoLinq may suspend or terminate any account at any time where SonoLinq reasonably believes:

• (a) Circumvention has occurred
• (b) Solicitation has occurred
• (c) Fraud has occurred
• (d) Misrepresentation has occurred
• (e) Regulatory concerns exist
• (f) Platform integrity is threatened

Unless prohibited by law, suspension or termination resulting from a User violation shall not create any refund obligation.

Access to the Platform is a revocable privilege and not a right.

Users shall not rely upon continued Platform availability, continued access to opportunities, continued access to Users, or continued access to business relationships.

Users shall not intentionally interfere with relationships between SonoLinq and any:

• (a) User
• (b) Client
• (c) Sonographer
• (d) Company
• (e) Facility
• (f) Vendor
• (g) Business partner

Interference includes encouraging others to:

• (a) Leave the Platform
• (b) Avoid the Platform
• (c) Circumvent the Platform
• (d) Breach Platform agreements

Users shall not scrape, harvest, collect, extract, copy, reproduce, compile, aggregate, sell, distribute, or exploit Platform data.

User directories, user identities, contact information, assignment information, pricing information, and opportunity information constitute proprietary Platform assets.

Users shall not use Platform information to create, build, expand, train, populate, enhance, support, or operate a competing network, marketplace, staffing platform, referral platform, scheduling platform, database, or similar business.

This restriction survives termination of Platform access.

All goodwill arising from Platform activity shall belong exclusively to SonoLinq.

Users waive any claim of ownership to goodwill generated through Platform relationships, introductions, referrals, assignments, or opportunities.

Any limitation period relating to violations of this Agreement shall begin when SonoLinq discovers, or reasonably should have discovered, the violation.

Concealment, misrepresentation, fraud, or deceptive conduct shall toll any applicable limitation period to the fullest extent permitted by law.

All remedies provided by this Agreement are cumulative.

SonoLinq may pursue one or more remedies simultaneously, consecutively, or independently.

User acknowledges that the restrictions contained herein are reasonable in scope, duration, geography, and purpose.

User acknowledges that the restrictions are necessary to protect:

• (a) Proprietary information
• (b) Confidential information
• (c) Platform goodwill
• (d) Business relationships
• (e) Introductions
• (f) Referrals
• (g) Opportunities
• (h) Network value
• (i) Marketplace integrity

This Agreement shall not be construed against SonoLinq based upon authorship.

All provisions shall be interpreted to provide the maximum lawful protection available under applicable law.

User expressly consents to SonoLinq storing, processing, reviewing, auditing, preserving, and utilizing communications occurring through the Platform.

Such communications may be utilized for:

• (a) Compliance purposes
• (b) Fraud prevention
• (c) Platform security
• (d) Quality assurance
• (e) User support
• (f) Enforcement of this Agreement
• (g) Investigation of violations
• (h) Dispute resolution
• (i) Legal proceedings

Users acknowledge that communications transmitted through the Platform may be monitored, reviewed, retained, and produced in connection with enforcement activities and legal proceedings.

Deletion, suspension, abandonment, expiration, inactivity, or termination of an account shall not release any User from obligations arising under this Agreement.

SonoLinq retains all enforcement rights following account deletion or termination.

Protected Relationships include:

• (a) Parent entities
• (b) Subsidiaries
• (c) Sister companies
• (d) Commonly owned organizations
• (e) Related facilities
• (f) Affiliated practices
• (g) Management organizations
• (h) Holding companies
• (i) Future acquisitions
• (j) Successor entities

This provision shall be interpreted broadly to prevent circumvention through ownership structures or affiliated organizations.

It shall not constitute a defense that another party initiated contact.

Knowingly participating in a prohibited off-platform relationship constitutes a violation regardless of which party initiated communication or solicitation.

Where a Protected Relationship, Protected Introduction, or Protected Opportunity exists, any subsequent off-platform engagement shall be presumed to have originated through the Platform.

The burden shall shift to the participating parties to establish by clear and convincing evidence that the relationship did not originate through the Platform.

SonoLinq may rely upon:

• (a) Platform records
• (b) Communication records
• (c) User activity records
• (d) Assignment history
• (e) Payment records
• (f) Audit logs
• (g) Metadata

Upon reasonable request related to an alleged violation, User shall provide information reasonably necessary to calculate damages.

Records may include:

• (a) Contracts
• (b) Invoices
• (c) Payment records
• (d) Tax documents
• (e) Engagement records
• (f) Revenue reports
• (g) Related business records

Failure to provide requested records may permit damages to be estimated based upon available evidence and reasonable assumptions.

Failure by SonoLinq to enforce any provision shall not constitute a waiver.

Enforcement of one provision shall not limit enforcement of any other provision.

All rights and remedies remain available unless expressly waived in a written instrument signed by an authorized representative of SonoLinq.

SonoLinq does not diagnose, treat, supervise, interpret, review, manage, direct, or participate in patient care.

SonoLinq does not exercise medical judgment and shall not be responsible for medical decisions, diagnostic conclusions, treatment recommendations, or clinical outcomes.

All patient care responsibility remains solely with the healthcare professionals and healthcare organizations involved.

SonoLinq owns all right, title, and interest in Platform-generated data, including:

• (a) Analytics
• (b) Marketplace metrics
• (c) Matching data
• (d) Routing data
• (e) User activity data
• (f) Opportunity data
• (g) Business intelligence
• (h) Performance metrics
• (i) Platform reports

Users acquire no ownership interest in Platform-generated data through use of the Platform.

All rights, protections, restrictions, remedies, obligations, and benefits contained in this Agreement shall automatically transfer to any successor entity.

Covered transactions include:

• (a) Asset sales
• (b) Stock sales
• (c) Mergers
• (d) Acquisitions
• (e) Reorganizations
• (f) Consolidations
• (g) Financing transactions
• (h) Business transfers

This Agreement shall remain fully enforceable following any such transaction.

User acknowledges that the non-solicitation, anti-circumvention, confidentiality, protected relationship, protected introduction, protected opportunity, buyout, revenue recovery, and enforcement provisions are material terms of this Agreement.

User acknowledges that access to the Platform, opportunities, introductions, relationships, communications systems, and marketplace infrastructure constitutes substantial consideration supporting the restrictions contained herein.

User acknowledges that the intent of this Agreement is to protect SonoLinq's legitimate business interests, proprietary marketplace, network value, goodwill, business relationships, and platform-generated opportunities.