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 Community Business Partner Program ("Program"). The Program enables Partner to make ChatRx's physician-led virtual urgent care platform available to Partner's employees, students, clients, customers, congregation members, or community as an optional health access resource — distributed through co-branded marketing materials and a unique tracking link. 

The Tier 2 Community Program is designed to: 

Provide Partner's community with convenient, affordable access to 24/7 physician-led virtual urgent care 

Reduce barriers to care for common acute conditions — including UTIs, sinus infections, strep throat, pink eye, ear infections, and 35+ other conditions — at $25 per treated visit 

Relieve burden on existing health resources (school nurses, HR staff, community health workers) by offering a direct, independent care pathway 

Generate utilization data to evaluate partnership reach and community impact 

This is a non-commission marketing partnership. ChatRx retains full control over all clinical operations, patient care, and platform functionality. The Partner's role is promotional and logistical 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 QR code for attribution tracking of community utilization 

Co-branded or partner-labeled marketing materials including posters, QR cards, digital flyers, and audience-specific FAQ documents 

Access to a GHL Partner dashboard for quarterly utilization reporting 

Approved messaging templates and marketing content for Partner's internal distribution 

Onboarding support via the ChatRx Community 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: 

Make ChatRx available to its community, employees, students, or clients as an optional health resource through existing communication channels — including newsletters, email, bulletin boards, websites, and internal communications 

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 utilization reviews as scheduled by ChatRx 

4.2 Prohibited Activities 

Partner may NOT: 

Make any clinical, diagnostic, or treatment recommendations to users or community members 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 unique 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 

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. No Compensation — Non-Commission Structure 

This Agreement is a non-commission community marketing partnership. Accordingly: 

ChatRx does not pay the Partner any marketing share, revenue share, referral fee, commission, or other financial compensation for visits, referrals, or utilization attributed to the Partner's QR code or URL 

No payment account information, tax identification numbers, or ACH details are required from the Partner under this agreement 

Individual users pay ChatRx directly at the point of service ($25 per treated visit at the time of this agreement). No cost is incurred by the Partner or passed through the Partner. 

ChatRx provides all enrollment materials, QR codes, tracking infrastructure, and quarterly reporting at no cost to the Partner 

Partners interested in a commission-based arrangement — where the Partner earns a revenue share on attributed visits — should contact ChatRx about a Tier 3 Commission Business Partner Agreement. Upgrades from Tier 2 to Tier 3 can be initiated at any time. 

6. Attribution, Tracking, and Reporting 

ChatRx will issue Partner a unique referral URL and QR code upon completion of onboarding 

All attribution is tracked within ChatRx's GHL platform. ChatRx's tracking system is the authoritative record for all utilization calculations. 

Tracking is used for utilization reporting and partnership evaluation only — not for compensation calculation 

ChatRx will deliver a quarterly utilization report to the Partner's designated contact showing: total visits from Partner's QR code or URL, monthly breakdown, and aggregate outcome data where available 

Reports will not include any personally identifiable patient information or protected health information 

7. 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. 

8. 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. 

9. HIPAA AND DATA PRIVACY COMPLIANCE 

9.1 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. 

9.2 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. 

9.3 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. 

10. HEALTHCARE LAW COMPLIANCE 

10.1 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. 

10.2 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. 

10.3 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. 

11. TERM AND TERMINATION 

11.1 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. 

11.2 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. 

11.3 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. 

11.4 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 

11.5 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. 

12. 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. 

13. 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. 

14. 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. 

15. GENERAL PROVISIONS 

15.1 Governing Law 

This Agreement is governed by the laws of the State of Indiana, without regard to conflict of law principles. 

15.2 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. 

15.3 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. 

15.4 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. 

15.5 Severability 

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force.

15.6 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. 

15.7 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.