MedAlly Affiliate Program Terms and Conditions

1. Agreement Overview

This MedAlly Affiliate Program Terms and Conditions Agreement (the "Agreement") is entered into by and between MedAlly, Inc., a Limited Liability Company located at 500 4th St NW Suite 102 #2575 Albuquerque, NM 87102 ("MedAlly", "We", "Us", "Our"), and the individual or entity applying to participate in the MedAlly Affiliate Program ("Affiliate", "You", "Your"). This Agreement shall become effective only upon MedAlly's explicit written notification to You confirming approval of Your application (the "Effective Date").

By applying to the MedAlly Affiliate Program and upon acceptance by MedAlly, You agree to be bound by the terms and conditions set forth in this Agreement. Participation in the Program constitutes Your full and unconditional acceptance of this Agreement.

2. Definitions

• Affiliate Program ("Program"): MedAlly's program for compensating Affiliates for generating Qualified Leads and Conversions for MedAlly's concierge medicine transition services.
• Affiliate: An individual or entity approved by MedAlly to participate in the Program.
• Affiliate Link: A unique tracking URL provided by MedAlly to the Affiliate used to track Referrals.
• Affiliate Dashboard: The online portal provided by MedAlly where Affiliates can access their Affiliate Links, promotional materials, track performance metrics (clicks, Referrals, Qualified Leads, Conversions), and view earnings.
• Commission: The payment earned by an Affiliate for achieving specific milestones as defined in Section 6 (Lead Qualification Fee, Conversion Success Fee, Performance Bonus).
• Conversion: Occurs when a Qualified Lead referred by the Affiliate signs the MedAlly Physician Collaboration Agreement (or similar definitive service agreement) to engage MedAlly's services for transitioning their medical practice to a concierge model and makes their initial payment or commitment as defined by MedAlly.
• Data Analysis Completion: Occurs when a Referred Physician prospect has:
  • Provided the necessary practice data requested by MedAlly for preliminary assessment.
  • Completed a scheduled initial data analysis and consultation call with a MedAlly representative.
• MedAlly Services: The full-service concierge medicine conversion expertise, support, and services provided by MedAlly to physicians, as generally described in MedAlly's marketing materials and the MedAlly Physician Collaboration Agreement.
• Performance Bonus: An additional Commission potentially earned by the Affiliate based on the Conversion Rate of their Qualified Leads within a specific timeframe, as detailed in Section 6.3.
• Promotional Materials: Banners, logos, email templates, talking points, and other marketing assets provided by MedAlly for use by Affiliates in promoting MedAlly Services.
• Qualified Lead: A Referred Physician who:
  • Is a licensed physician actively practicing medicine in a specialty suitable for concierge transition (as determined by MedAlly).
  • Completes the Data Analysis Completion step.
  • Operates a practice that meets MedAlly's minimum qualification criteria, which includes, but is not limited to, having at least 1,500 unique patients with documented office visits within the preceding three (3) years.
  • Is not already an existing lead or client of MedAlly prior to the Referral.
  • Is genuinely interested in potentially transitioning their practice with MedAlly's assistance.
  • MedAlly reserves the sole and absolute right to determine whether a Referred Physician qualifies as a Qualified Lead based on its internal assessment criteria, data verification, and assessment of the practice's overall potential and suitability for the MedAlly program, even if initial data suggests thresholds are met.
• Referral: A physician prospect who clicks on an Affiliate's unique Affiliate Link and submits their contact information or takes another trackable action defined by MedAlly, indicating initial interest in MedAlly Services.
• Term: The duration of this Agreement, as defined in Section 11.
• Website/Platform: The Affiliate's website, blog, podcast, social media profile, email list, or other platform(s) approved by MedAlly for promoting MedAlly Services.

3. Enrollment in the Program

• Application: To enroll, You must complete and submit the MedAlly Affiliate Program application form accurately and completely.
• Approval: MedAlly will review Your application and reserves the sole right to approve or reject any application for any reason, including but not limited to misalignment with MedAlly's brand values, target audience, or promotional methods.
• Acceptance: Upon MedAlly reviewing and approving Your application, You will receive written notification of approval (e.g., via email) which shall constitute acceptance into the Program. This Agreement becomes legally binding and effective on the date MedAlly sends such notification of approval. At that point, You will typically receive access to the Affiliate Dashboard and Affiliate Links. Submitting an application does not guarantee approval or create a binding agreement.

4. Affiliate Responsibilities and Obligations

• Promotion: You agree to use Your best efforts to promote MedAlly Services ethically and accurately to Your audience of physicians using the provided Affiliate Links and approved Promotional Materials.
• Disclosure: You MUST clearly and conspicuously disclose Your affiliate relationship with MedAlly in close proximity to any Affiliate Link or promotion, in accordance with Federal Trade Commission (FTC) guidelines and any other applicable laws or regulations. Example disclosures include "#ad", "#sponsored", "Affiliate Link", or stating "I earn a commission if you sign up through this link."
• Compliance: You agree to comply with all applicable laws, regulations, and ethical standards in Your promotions, including but not limited to CAN-SPAM, GDPR, CCPA, and guidelines related to healthcare marketing and referrals (if applicable). You are solely responsible for ensuring Your promotional activities are compliant.
• Content: You are solely responsible for the development, operation, and maintenance of Your Website/Platform and for all materials that appear on it. You represent that Your content does not infringe on any third-party rights (including intellectual property rights) and is not defamatory, illegal, or harmful.
• Accurate Information: You agree to maintain accurate contact and payment information within Your Affiliate Dashboard.
• No Misrepresentation: You shall not make any false, misleading, or exaggerated claims about MedAlly Services or potential earnings. You will represent MedAlly professionally and accurately based on the information and Promotional Materials provided.
• Domain Names/Brand Bidding: You shall not register or use domain names containing "MedAlly" or variations/misspellings thereof. You shall not bid on keywords including "MedAlly," MedAlly trademarks, or variations/misspellings thereof in any pay-per-click advertising network (e.g., Google Ads, Bing Ads) without prior written consent from MedAlly.

5. MedAlly Responsibilities

• Tracking: MedAlly will provide unique Affiliate Links and utilize cookie-based tracking (with a standard 90-day cookie duration, unless otherwise specified) managed through its affiliate platform to track Referrals, Qualified Leads, and Conversions generated through Your Affiliate Links. MedAlly will make reasonable efforts to ensure accurate tracking but is not liable for tracking failures due to technical issues beyond its reasonable control (e.g., user clearing cookies, use of incompatible browsers/software). Tracking data shown in the Affiliate Dashboard will be the definitive source for Commission calculations.
• Affiliate Dashboard: MedAlly will provide access to an Affiliate Dashboard for monitoring clicks, Referrals, Qualified Leads, Conversions, and earnings.
• Promotional Materials: MedAlly will provide access to approved Promotional Materials.
• Support: MedAlly will provide reasonable support to Affiliates regarding the Program.
• Payment: MedAlly will pay earned Commissions in accordance with Section 7.

6. Commission Structure

Subject to the terms of this Agreement, MedAlly will pay the following Commissions:

6.1 Lead Qualification Fee

USD $300.00 for each unique Referred Physician who becomes a Qualified Lead (as defined in Section 2, including meeting the 1500-patient threshold and passing MedAlly's assessment) by successfully completing the Data Analysis Completion step. This fee is payable only once per unique Qualified Lead.

6.2 Conversion Success Fee

USD $2,000.00 for each unique Qualified Lead, previously referred by You, who subsequently achieves Conversion (signs the MedAlly Physician Collaboration Agreement and meets initial payment/commitment requirements). This fee is payable in addition to any Lead Qualification Fee earned for that same physician.

6.3 Performance Bonus

An additional bonus of up to USD $10,000.00 per Converting physician referred by You. This bonus is calculated based on the overall Conversion Rate of the Qualified Leads You referred within a defined Performance Period (typically the 90-day period following the date of Conversion, but subject to change by MedAlly with notice).

• The Conversion Rate is calculated as: (Total Conversions from Your Qualified Leads within the Performance Period) / (Total Qualified Leads generated by You whose Performance Period overlaps with the calculation date).
• Higher Conversion Rates achieved during the Performance Period will unlock higher bonus tiers per converting physician.
• Specific Conversion Rate thresholds and corresponding bonus amounts per tier will be detailed separately within the Affiliate Dashboard or a Commission Schedule provided by MedAlly and are subject to change by MedAlly upon reasonable notice.
• The Performance Bonus is paid out after the conclusion of the relevant Performance Period and verification of the final Conversion Rate. MedAlly's calculation of the Conversion Rate and resulting Performance Bonus is final.

6.4 Commission Eligibility

To be eligible for any Commission, the Referral must be tracked back to Your Affiliate Link, and the resulting lead must meet the definitions of a Qualified Lead and/or Conversion as determined solely by MedAlly. Commissions are earned only on actions that fully meet the defined criteria. No commission is earned if a referred doctor does not meet the Qualified Lead criteria (e.g., less than 1500 unique patients in 3 years), even if they complete the data analysis call.

7. Payment Terms

• Payment Schedule: Earned Commissions (Lead Qualification Fees and Conversion Success Fees) will typically be paid monthly. Performance Bonuses will be calculated and paid separately following the end of the applicable Performance Period.
• Payment Method: Payments will be made via Direct Deposit (ACH) or check, as preferred by the affiliate. Affiliates are responsible for any transaction fees associated with their chosen payment method.
• Minimum Payout Threshold: Commissions will only be paid out once the total earned, unpaid Commission balance reaches a minimum of USD $300.00. Balances below this threshold will be carried over to the next payment period.
• Payment Processing Time: Payments for a given period will typically be processed within 30 days following the end of the calendar month in which the Commission was earned (e.g., Commissions earned in March paid by April 30th), subject to verification and the minimum payout threshold. Performance Bonuses may have a longer processing time due to the calculation period.
• Currency: All payments will be made in United States Dollars (USD).
• Refunds and Chargebacks: If a Conversion is later subject to a refund or chargeback initiated by the physician before the Affiliate's Commission for that Conversion has been paid, the corresponding Commission will not be paid. If a refund or chargeback occurs after the Commission has been paid, MedAlly reserves the right to deduct the corresponding Commission amount from future Affiliate payments ("Clawback").
• Taxes: You are solely responsible for all taxes associated with the Commissions You earn. You agree to provide MedAlly with a completed IRS Form W-9 (for US Affiliates) or Form W-8BEN (for non-US Affiliates) upon request. MedAlly may be required to issue a Form 1099 or other tax documentation.
• Disputes: Any disputes regarding Commission payments must be submitted in writing to MedAlly within thirty (30) days of the relevant payment date.

8. Promotional Guidelines and Restrictions

• Affiliates must adhere to MedAlly's brand guidelines.
• Use only MedAlly-approved Promotional Materials or obtain written approval for custom creatives.
• Do NOT engage in spamming (unsolicited emails, irrelevant forum/comment posting).
• Do NOT use misleading tactics, cookie stuffing, or incentivized clicks/leads (unless explicitly approved in writing by MedAlly).
• Do NOT promote MedAlly on websites containing illegal, offensive, defamatory, or infringing content.
• Do NOT frame MedAlly's website or use MedAlly's trademarks in a way that implies You are MedAlly or part of the MedAlly company.
• Do NOT make guarantees about practice success or income levels for physicians. Focus on the potential benefits and MedAlly's expertise.
• Violation of these guidelines may result in immediate termination from the Program and forfeiture of earned Commissions.

9. License and Intellectual Property

• MedAlly grants You a non-exclusive, non-transferable, revocable right to use the Affiliate Links and approved Promotional Materials solely for the purpose of promoting MedAlly Services in accordance with this Agreement.
• You acknowledge that MedAlly owns all rights, title, and interest in its services, trademarks, logos, and Promotional Materials.
• You grant MedAlly a non-exclusive, worldwide, royalty-free license to use Your name, title, and approved logos or website identifiers in MedAlly's marketing materials related to the Affiliate Program.

10. Confidentiality

Both parties agree to keep confidential any non-public information disclosed by the other party under this Agreement, including program performance data, commission structures (beyond what is publicly stated), and lead information. This obligation survives the termination of this Agreement.

11. Term and Termination

• Term: This Agreement begins on the Effective Date, which is the date MedAlly notifies You in writing of its acceptance of Your application, and continues until terminated by either party as set forth below.
• Termination by Affiliate: You may terminate this Agreement at any time, with or without cause, by providing written notice to MedAlly.
• Termination by MedAlly: MedAlly may terminate this Agreement at any time, with or without cause, by providing written notice to You (email sufficient). MedAlly may terminate immediately for breach of this Agreement, violation of promotional guidelines, illegal activity, or inactivity (e.g., no clicks or referrals for 6 consecutive months).
• Effect of Termination: Upon termination:
  • You must immediately cease using all Affiliate Links and Promotional Materials.
  • All licenses granted under this Agreement will terminate.
  • MedAlly will pay any outstanding, verified Commissions earned prior to the termination date, subject to the minimum payout threshold and other terms herein. Commissions earned through fraudulent or prohibited means will be forfeited.
  • Sections 2, 7 (regarding unpaid commissions and clawbacks), 9 (IP ownership), 10, 12, 13, 14, 15, and 16 shall survive termination.

12. Relationship of Parties

You and MedAlly are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on MedAlly's behalf.

13. Limitation of Liability

MEDALLY WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF MEDALLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, MEDALLY'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless MedAlly, its officers, directors, employees, agents, and affiliates, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your breach of this Agreement or any representation or warranty made herein; (b) Your Website/Platform or Your promotional activities; (c) Your violation of any law or regulation; (d) any claim related to Your content infringing on third-party rights.

15. Modification

MedAlly reserves the right to modify any terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice or a new agreement on the MedAlly website or Affiliate Dashboard, or by sending notice via email. Modifications may include, but are not limited to, changes in Commission rates, payment procedures, qualification criteria, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Los Angeles, California before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

17. Entire Agreement

This Agreement constitutes the entire agreement between MedAlly and You with respect to the Affiliate Program and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

18. Acceptance

By submitting Your application to the MedAlly Affiliate Program, You acknowledge You have read and understood these terms and agree to be bound by them if and when Your application is approved by MedAlly. Your subsequent participation in the Program following such approval constitutes Your full and unconditional acceptance of this Agreement as effective from the Effective Date.