1. PARTIES
This B2B Attribution Partner Marketing Agreement ("Agreement") is entered into between: ChatMD Inc., doing business as ChatRx, operating as ChatRx, a virtual acute care telehealth platform at ChatRx.MD ("ChatRx" or “Company”), and Partner Organization: The business entity or organization executing this Agreement electronically (“Partner"). Together, ChatRx and Partner are referred to as the "Parties." By electronically signing this Agreement, Partner agrees to all terms and conditions herein.
2. PURPOSE AND PROGRAM OVERVIEW
This Agreement establishes the terms under which Partner participates in the ChatRx B2B Attribution Partner Program ("Program"). The Program enables Partner to distribute access to ChatRx’s physician-supervised virtual acute care platform to Partner’s employees, members, customers, or community through co-branded marketing assets and unique attribution codes.
The Tier 1 program is designed to:
Provide the Partner’s population with convenient, affordable access to 24/7 virtual acute care
Reduce unnecessary emergency room and urgent care utilization
Generate passive revenue for the Partner through a transparent referral fee structure
Validate demand and partnership value without requiring technical customization
This is a marketing attribution partnership. ChatRx retains full control over all clinical operations, patient care, and platform functionality. The partner’s role is promotional and administrative only.
3. PROGRAM COMPONENTS AND SETUP
3.1 Deliverables from ChatRx
Upon execution of this Agreement and completion of onboarding, ChatRx will provide Partner with:
A unique referral URL and/or QR code for attribution tracking
A co-branded landing page featuring both ChatRx and Partner branding
Access to GHL Partner dashboard for monthly performance reporting
Messaging templates and approved marketing content for internal distribution
Onboarding support via the ChatRx Ambassador and Partnership team
3.2 Partner Onboarding Timeline
Standard B2B setup is completed within one (1) to four (4) weeks from execution of this Agreement, subject to Partner’s timely provision of required information including organization name, logo, primary contact, and payment details.
3.3 Pilot Period
The initial term includes a ninety (90) day pilot period during which ChatRx and Partner will conduct periodic check-ins, review analytics, and evaluate performance. Following the pilot, both Parties will assess readiness to continue, modify, or upgrade the partnership tier.
4. PARTNER OBLIGATIONS
4.1 Marketing and Distribution
Partner agrees to:
Actively promote ChatRx to its target population through agreed channels including internal communications, signage, email, and social media
Use only ChatRx-approved messaging and marketing materials
Distribute ChatRx’s referral link and QR code through Partner-controlled channels
Designate a primary contact responsible for Program coordination and communication with ChatRx
Participate in periodic performance reviews as scheduled by ChatRx
4.2 Prohibited Activities
Partner may NOT:
Make any clinical, diagnostic, or treatment recommendations to users or employees in connection with ChatRx promotion
Represent ChatRx services with false, misleading, or exaggerated claims regarding outcomes, pricing, or clinical capabilities
Modify ChatRx brand assets without prior written approval
Share or transfer Partner’s referral attribution codes to third parties without ChatRx’s written consent
Use ChatRx’s trademarks in any manner inconsistent with ChatRx’s brand guidelines
Represent this partnership as an exclusive arrangement unless explicitly agreed in writing
Offer, pay, or receive any remuneration tied to the clinical outcomes or prescribing decisions made on the ChatRx platform
4.3 Clinical Non-Interference
Partner acknowledges that ChatRx operates as a clinically independent telehealth platform. All diagnoses, prescribing, and clinical care decisions are made solely by licensed healthcare providers. Partner has no role in, and must not attempt to influence, any clinical activity on the ChatRx platform. This Agreement does not create a joint employer, referral agency, or clinically integrated arrangement between the Parties.
5. MARKETING SHARE AND COMPENSATION
5.1 Marketing Share Structure
Partner shall receive the following compensation for completed, paid visits attributed to Partner’s referral code:
20% marketing share on each completed paid patient visit attributed to the Partner’s unique referral link or QR code for 12 months.
A "completed, paid visit" means a telehealth visit on the ChatRx platform where (a) the encounter was completed by the patient, (b) payment was successfully processed by ChatRx, and (c) the visit is attributable to Partner’s referral code in GHL.
5.2 Attribution and Tracking
All attribution is tracked through Partner’s unique referral URL and/or QR code within GHL. ChatRx’s tracking system constitutes the authoritative record for all compensation calculations. Tracking is managed through marketing attribution logic only; no protected health information (PHI) is shared with Partner at any time.
5.3 Payment Terms
Compensation is calculated monthly based on verified completed paid visits
Payments are issued within thirty (30) days following the close of each calendar month
Minimum payment threshold: $20.00. Balances below threshold carry forward
Payment method is determined by ChatRx and may include ACH, check, payment gateway or similar
Partner is responsible for maintaining accurate payment and tax information in GHL
Revenue share rates are subject to review at the end of the 90-day pilot period
5.4 Compensation Exclusions
No marketing share is owed for:
Visits that are refunded, charged back, disputed, or reversed after payment
Free triage assessments (compensation applies to paid visits only)
Visits where attribution to Partner’s code cannot be confirmed through GHL tracking
Visits generated through fraudulent, deceptive, or policy-violating means
6. INTELLECTUAL PROPERTY
ChatRx grants Partner a limited, non-exclusive, non-transferable, revocable license to use ChatRx-approved co-branded materials and referral assets solely for Program marketing purposes. Partner grants ChatRx a limited license to use Partner’s name and logo for the co-branded landing page and related materials. Neither party acquires ownership of the other party’s intellectual property. All ChatRx IP, including platform technology, branding, and clinical protocols, remains the exclusive property of ChatRx.
7. CONFIDENTIALITY
Each party agrees to hold in strict confidence all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"), including but not limited to business strategies, pricing, technology, patient volumes, and partner arrangements. Neither party shall disclose Confidential Information to any third party without prior written consent. This obligation survives termination for three (3) years.
8. HIPAA AND DATA PRIVACY COMPLIANCE
8.1 Data Separation
ChatRx’s platform is architecturally designed to maintain strict separation between:
Clinical data (PHI) – governed by HIPAA and maintained exclusively within the ChatRx clinical engine
Marketing and attribution data – non-PHI data managed through GHL, which tracks referral attribution, performance metrics, and compensation payouts
Partner will not receive, access, or process any PHI in connection with this Agreement. Monthly performance reports provided to Partner through GHL contain aggregate visit counts and compensation data only.
8.2 No BAA Required
Because Partner does not handle, transmit, or access PHI in connection with its marketing activities under this Agreement, a Business Associate Agreement (BAA) is not required for B2B participation. Should Partner’s role expand in future tiers to involve PHI, a BAA will be executed prior to such access.
8.3 Partner Data
Partner’s organizational information and contact data submitted during onboarding are processed by ChatRx in accordance with applicable privacy law and ChatRx’s Privacy Policy at ChatRx.MD.
9. HEALTHCARE LAW COMPLIANCE
9.1 Anti-Kickback Compliance
The Parties acknowledge that this Agreement is structured as a marketing attribution arrangement. The mareketing share provided to Partner is: (a) fair market value compensation for legitimate marketing services; (b) not tied to the volume or value of any particular prescription, clinical service, or referral for a federal or state healthcare program benefit; and (c) not intended to induce or reward patient referrals in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) or applicable state equivalents.
Partner represents and warrants that: (i) Partner is not a healthcare provider who refers patients to ChatRx in exchange for compensation in violation of applicable anti-kickback laws; and (ii) Partner will promptly notify ChatRx of any compliance concern.
9.2 Clinical Independence
This Agreement in no way creates or implies a clinically integrated arrangement, joint venture, or employment relationship between ChatRx and Partner. ChatRx’s clinical decision-making is completely independent of this marketing arrangement.
9.3 State and Federal Telehealth Regulations
ChatRx maintains compliance with applicable state telehealth regulations in all jurisdictions where it operates. Partner agrees to limit promotion of ChatRx services to geographic areas where ChatRx is licensed and active. ChatRx will notify Partner of any geographic restrictions applicable to this partnership.
10. TERM AND TERMINATION
10.1 Initial Term
This Agreement is effective upon execution and continues for an initial term of twelve (12) months, inclusive of the 90-day pilot period.
10.2 Renewal
This Agreement automatically renews for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
10.3 Termination for Convenience
Either party may terminate this Agreement at any time with thirty (30) days’ written notice to the other party. Notice may be delivered via email to the primary contact on file.
10.4 Termination for Cause
Either party may terminate this Agreement immediately upon written notice for material breach that remains uncured after ten (10) days’ notice, or immediately for:
Fraud or willful misconduct
Violation of applicable law, including anti-kickback or privacy laws
Actions that materially damage the other party’s reputation or business
10.5 Effect of Termination
Upon termination: (a) all referral attribution codes are deactivated; (b) all co-branded materials must be removed and discontinued; (c) earned and verified revenue share for completed visits prior to termination will be paid within thirty (30) days; (d) confidentiality obligations survive.
11. DISCLAIMER AND LIMITATION OF LIABILITY
CHATRX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING VISIT VOLUMES, REVENUE PROJECTIONS, CLINICAL OUTCOMES, OR THE COMMERCIAL SUCCESS OF THIS PARTNERSHIP.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. CHATRX’S TOTAL AGGREGATE LIABILITY TO PARTNER SHALL NOT EXCEED THE TOTAL COMPENSATION PAID TO PARTNER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
12. INDEMNIFICATION
Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party, its officers, directors, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from the Indemnifying Party’s: (a) breach of this Agreement; (b) negligence or willful misconduct; (c) violation of applicable law; or (d) use or misuse of the other party’s intellectual property in violation of this Agreement.
13. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors. Nothing in this Agreement creates or implies an employment, agency, franchise, partnership, or joint venture relationship. Neither party has authority to bind the other to any obligation without prior written consent.
14. GENERAL PROVISIONS
14.1 Governing Law
This Agreement is governed by the laws of the State of Indiana, without regard to conflict of law principles.
14.2 Dispute Resolution
The Parties agree to first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration under the American Arbitration Association Commercial Arbitration Rules.
14.3 Entire Agreement and Amendments
This Agreement constitutes the entire agreement between the Parties regarding the B2B Attribution Partnership and supersedes all prior understandings. Amendments require the mutual written consent of authorized representatives of both Parties.
14.4 Electronic Execution
The Parties agree that electronic signatures are legally binding and fully enforceable pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state electronic signature law.
14.5 Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force.
14.6 Assignment
Partner may not assign this Agreement or any rights hereunder without ChatRx’s prior written consent. ChatRx may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.
14.7 Notices
Notices under this Agreement shall be in writing and delivered by email to the primary contacts designated by each party during onboarding. Email notices are effective upon confirmed delivery.