1. PARTIES AND DEFINITIONS
This Ambassador Affiliate Program Agreement ("Agreement") is entered into between:Company: ChatMD Inc., doing business as ChatRx, a virtual acute care telehealth platform accessible at ChatRx.MD ("ChatRx" or "Company").Ambassador/Affiliate: The individual or entity executing this Agreement electronically ("Ambassador" or "Affiliate").By electronically signing this Agreement, Ambassador agrees to all terms and conditions set forth herein.
2. PROGRAM OVERVIEW
The ChatRx Ambassador Affiliate Program ("Program") is a performance-based referral network designed to expand access to affordable, physician-supervised virtual acute care. Ambassadors promote ChatRx to their networks and earn compensation for completed, paid patient visits attributed to their unique referral link or QR code.
Ambassador categories eligible for this Program include:
Student Ambassadors (college students, age 18+) promoting peer-to-peer access
General Ambassadors, including community advocates, influencers, and small business owners
Healthcare Professional Ambassadors, including physicians, NPs, PAs, nurses, pharmacists, therapists, chiropractors, and other healthcare professionals
The Program is administered through the GoHighLevel (GHL) Affiliate Manager platform. All tracking, reporting, and compensation payouts are managed through GHL.
3. AMBASSADOR OBLIGATIONS
3.1 Permitted Activities
Ambassador may:
Share their unique referral link, QR codes, and ChatRx-approved educational content
Promote ChatRx through personal social media accounts, websites, email lists, and in-person conversations
Describe ChatRx accurately as a physician-supervised, AI-powered virtual acute care platform
Distribute ChatRx-provided marketing materials without modification
3.2 Prohibited Activities
Ambassador may NOT:
Provide any medical advice, clinical guidance, or diagnostic information to any person
Recommend or suggest that any individual seek, obtain, or skip any specific medical treatment through ChatRx or any other platform
Use ChatRx referral links to generate fraudulent, self-referred, or fabricated visits
Make false, misleading, or unsubstantiated claims about ChatRx services, clinical outcomes, or pricing
Recruit sub-affiliates or promise compensation to others for joining the Program (no multi-level commissions)
Use ChatRx trademarks, logos, or brand assets in any manner not expressly approved in writing by ChatRx
Represent themselves as a ChatRx employee, contractor, or clinical staff member
Engage in spam, unsolicited mass messaging, or illegal advertising practices
Use paid advertising featuring ChatRx trademarks without prior written approval
3.3 Clinical Boundaries
Ambassadors acknowledge that their role is strictly promotional and non-clinical. Ambassadors have no role in patient care, clinical decision-making, prescribing, or any activity that could constitute the practice of medicine. ChatRx's clinical independence is protected in all respects. Ambassador understands that prescribing decisions are made solely by licensed providers and are never influenced by referral or compensation arrangements.
3.4 Compliance Training
The Ambassador will review and complete the compliance training videos provided by ChatRx.
4. COMPENSATION
4.1 Commission Structure
Ambassador shall earn compensation as follows:
20% on the first completed, paid patient visit for a new user attributed to Ambassador’s unique referral link or QR code.
A "completed, paid visit" means a telehealth visit on the ChatRx platform where (a) the patient completed the encounter, (b) payment was successfully processed, and (c) the visit was attributed to Ambassador’s referral tracking code in GHL.
4.2 Attribution and Tracking
Attribution is tracked through Ambassador’s unique referral link and/or QR code as assigned in GHL. ChatRx’s tracking system is the sole and authoritative source for visit attribution. Ambassador acknowledges that:
Cookies may be used for attribution tracking; cleared cookies may result in lost attribution
Attribution is first-click or last-click as configured in GHL at ChatRx’s sole discretion
Attribution is limited to the tracking window set by ChatRx (default: 30 days from first click)
ChatRx tracking data constitutes the official record for compensation calculations
4.3 Payment Terms
Commissions are calculated monthly based on verified, completed paid visits
Payments are issued within thirty (30) days following the close of each calendar month
Minimum payout threshold: $20.00. Balances below $20 carry forward to the following month
Payment is made via ACH, check, or other method as designated by ChatRx
Ambassador is responsible for providing accurate payment information through GHL
All compensation is subject to applicable tax reporting requirements. Ambassador will receive a Form 1099-NEC if earnings exceed $600 in a calendar year
4.4 Compensation Exclusions
No compensation is owed for:
Visits that are refunded, charged back, or reversed
Free triage sessions (compensation applies to paid visits only)
Visits where attribution cannot be verified through the tracking system
Ambassador’s own personal visits or visits made by immediate family members of Ambassador
Visits generated through fraudulent, deceptive, or policy-violating means
5. INDEPENDENT CONTRACTOR STATUS
Ambassador is an independent contractor and not an employee, agent, partner, or joint venturer of ChatRx. Ambassador has no authority to bind ChatRx to any agreement, obligation, or liability. ChatRx is not responsible for withholding income taxes, Social Security, or other amounts from Ambassador’s compensation. Ambassador is solely responsible for all applicable taxes on amounts earned under this Agreement.
6. INTELLECTUAL PROPERTY AND BRAND USE
ChatRx grants Ambassador a limited, non-exclusive, non-transferable, revocable license to use ChatRx-approved promotional materials and referral links solely for the purpose of promoting ChatRx in accordance with this Agreement. Ambassador may not alter, modify, or create derivative works from any ChatRx brand assets. All intellectual property rights remain with ChatRx. Upon termination of this Agreement, all licenses granted herein are immediately revoked.
7. CONFIDENTIALITY
Ambassador agrees to keep confidential all non-public information about ChatRx’s business, technology, pricing strategies, partnership terms, and proprietary systems. Ambassador shall not disclose confidential information to any third party without prior written consent from ChatRx. This obligation survives termination of this Agreement for a period of three (3) years.
8. PRIVACY AND DATA
Ambassador acknowledges that:
ChatRx’s referral tracking system processes non-PHI marketing and attribution data only through GHL
Ambassador shall never have access to patient health information, records, or any HIPAA-protected data
Ambassador shall not collect, store, or transmit any patient or user personal information
ChatRx’s platform is designed to maintain strict separation between clinical (PHI) data and marketing attribution data
ChatRx’s handling of user data is governed by its Privacy Policy available at ChatRx.MD. Ambassador’s personal information provided during onboarding is processed in accordance with applicable law.
9. HEALTHCARE COMPLIANCE
Ambassador acknowledges the following compliance requirements applicable to healthcare marketing:
9.1 No Kickback Representation
Ambassador warrants that: (a) Ambassador is not a licensed healthcare provider who refers patients to ChatRx in exchange for compensation in violation of the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)) or applicable state laws; (b) compensation under this Program is structured as a flat per-visit fee not tied to the value or volume of prescriptions or clinical services; and (c) Ambassador will promptly notify ChatRx of any actual or potential compliance concern.
9.2 No Clinical Influence
Ambassador understands that compensation under this Program is not intended to and does not influence clinical decision-making. All prescribing and clinical decisions are made exclusively by licensed providers based on clinical judgment. Ambassador may not represent otherwise.
9.3 FTC Disclosure
To the extent Ambassador promotes ChatRx on social media or in any public content, Ambassador must clearly and conspicuously disclose their material connection to ChatRx as required by FTC guidelines (e.g., #sponsored, #affiliate, #ChatRxPartner, or equivalent disclosure).
10. TERM AND TERMINATION
10.1 Term
This Agreement is effective upon execution and continues until terminated by either party.
10.2 Termination by Either Party
Either party may terminate this Agreement for any reason upon fourteen (14) days’ written notice to the other party. ChatRx may deliver notice via email to the address on file in Ambassador’s GHL account.
10.3 Immediate Termination
ChatRx may immediately terminate this Agreement, without notice, for:
Material breach of this Agreement, including prohibited activities in Section 3.2
Fraudulent referral activity
Actions that violate applicable law
Conduct that damages ChatRx’s reputation or brand
False or misleading promotion of ChatRx services
10.4 Effect of Termination
Upon termination: (a) Ambassador’s referral links are immediately deactivated; (b) ChatRx will pay any earned and verified commissions for completed visits prior to the termination date, subject to the minimum payout threshold and applicable withholding for disputes; (c) Ambassador must cease all use of ChatRx brand assets.
11. DISCLAIMER AND LIMITATION OF LIABILITY
CHATRX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING PROGRAM EARNINGS, VISIT VOLUMES, OR REVENUE POTENTIAL. AMBASSADOR PARTICIPATION IN THE PROGRAM IS AT AMBASSADOR’S OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHATRX’S TOTAL LIABILITY TO AMBASSADOR FOR ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AMBASSADOR IN THE THREE (3) MONTHS PRECEDING THE CLAIM. CHATRX SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.
12. INDEMNIFICATION
Ambassador agrees to indemnify, defend, and hold harmless ChatRx, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) arising from: (a) Ambassador’s breach of this Agreement; (b) Ambassador’s promotion of ChatRx in violation of applicable law; (c) any claim that Ambassador’s promotional content is false, misleading, or defamatory; or (d) Ambassador’s unauthorized practice of medicine or provision of medical advice in connection with ChatRx promotion.
13. GENERAL PROVISIONS
13.1 Governing Law
This Agreement is governed by the laws of the State of Indiana, without regard to conflict of law principles.
13.2 Dispute Resolution
Any dispute arising under this Agreement shall first be submitted to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
13.3 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the Ambassador Affiliate Program and supersedes all prior understandings. ChatRx reserves the right to modify this Agreement upon thirty (30) days’ notice to Ambassador via GHL or email.
13.4 Electronic Execution
The parties agree that electronic signatures are legally binding and have the same legal effect as original ink signatures pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.
13.5 Severability
If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.
13.6 No Waiver
ChatRx’s failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement rights.