Participation Agreement

This Agreement is made between Patient Solutions, LLC, dba Patient Referrals, a Utah Limited Liability Company (the “Company”), and the Participant (the “Dentist”) listed below.

1. Introduction

Whereas, the Company has developed a proprietary dental marketing and advertising program (“Program”) to generate inbound patient opportunities for participating dental offices;

Whereas, the Program may include delivery of Qualified Calls, Qualified Appointments, or Treated/Show-Up Patients as defined below;

Whereas, the Company operates a combination of paid media, artificial intelligence, call tracking, and quality assurance technology to optimize patient generation;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows:

2. Definitions

Qualified Patient Opportunity – A high-intent patient interaction determined using the Company’s proprietary scoring system, informed by AI and Human-in-the-Loop (HITL) review.

Default criteria include:

• Patients who express a clear intent to schedule or receive care

• Patients who book an appointment

• High-intent voicemails requesting urgent treatment

• Patients with insurance issues or referrals from another Company-managed clinic

• Office-to-office transfers involving motivated patients
  

Excluded: wrong numbers, spam, patients outside reasonable service area, or voicemails without clear urgency.

Show-Up Patient (Butts-in-Seats™) – Any customer who physically presents to the Dentist’s office for a confirmed appointment sourced through the Program, whether or not they elect to receive treatment offered.

Billing Model – The applicable billing model, Show-Up Patient (Butts-in-Seats™) or Qualified Patient Call, shall be defined in Schedule A (and mirrored in the checkout order record).

3. Program Participation

Dentist agrees to participate in the Program which automatically renews month-to-month unless terminated per Section 17. Program ramp-up may require up to 90 days.

4. Tracking Numbers

Company will assign unique tracking phone numbers and/or online scheduling links for each practice location. These remain the exclusive property of the Company and may be reassigned following termination. From time to time, the Company may also request tracking numbers or booking links managed by the Dentist for use in attribution, scheduling integration, or special campaign routing scenarios. The Dentist agrees to provide such assets upon reasonable request, provided they are not in conflict with existing workflows, software limitations, or compliance obligations.

5. Compensation

Dentist agrees to pay Company based on the selected delivery model (per Qualified Call, Appointment, or Show-Up Patient), at the rates defined in Schedule A.

All fees are non-refundable unless stated otherwise under a guaranteed SLA (see Section 8).
Billing Terms: Net 10. A 2% monthly late fee will apply to unpaid balances beyond 10 days.
Payment is required by ACH, Wire, or credit card on file. Company may suspend services for delinquent accounts.

6. Independent Contractor

Dentist is and shall remain an independent contractor and is not, and shall not be considered, an employee, partner, joint venturer, agent, or legal representative of the Company for any purpose. Dentist shall retain full discretion and authority over all patient care decisions, clinical treatment, billing, scheduling, staffing, and office operations.

Nothing in this Agreement shall be construed to create an employer-employee relationship, a partnership, a fiduciary relationship, a joint venture, or agency arrangement between the parties. Neither party shall have the authority to bind or obligate the other in any manner without prior written consent.

Dentist is solely responsible for the payment of all applicable taxes, insurance premiums, professional licensing fees, employee wages, benefits, and other obligations arising from the operation of their practice. The Company shall not be liable for any claims, liabilities, or obligations incurred by the Dentist or its personnel.

Each party acknowledges and agrees that it enters into this Agreement voluntarily, and nothing herein restricts the Dentist from engaging in other business or clinical activities, subject to the terms of this Agreement.

7. Duties of Company

Company shall:

• Deliver marketing services per Schedule A;
  

• Assign call tracking numbers and booking links;
  

• Use AI and Human-In-The-Loop (HITL) systems to screen and qualify calls;
  

• Provide access to a reconciliation dashboard where Dentist may classify calls by treatment status and value;
  

• Use de-identified conversion data to train advertising systems;
  

• Ensure compliance with all applicable federal, state, and local regulations governing patient communications and consumer marketing, including but not limited to TCPA, CAN-SPAM, and FTC guidelines.
  
  

8. Service Guarantees (Optional)

If specified in Schedule A, the Company may provide a Performance Guarantee (SLA), committing to deliver a minimum number of Qualified Calls, Appointments, or Show-Up Patients during the 90-day term.

If the SLA is not met, Company will continue working beyond the term, at no additional cost, until the guaranteed value is delivered or until one year passes. Any shortfall beyond one year will be refunded to Dentist on a pro-rata basis.

9. Obligations of Dentist

Dentist shall:

• Maintain valid licensure and compliance with all healthcare regulations;
  

• Provide a dedicated phone line and staff for call handling and scheduling;
  

• Use the provided portal to reconcile patient outcomes and revenue data at least twice per week;
  

• Not interfere with call tracking systems or software;
  

• Report changes in availability, staff, or operations in a timely manner.
  

Dentist affirms outbound communications (callbacks, SMS, email, CRM automation) will comply with TCPA, HIPAA, and all consumer protection laws and report performance of leads not specifically marked in the "Call Review" portal, but in the "Call Log" portal. Failure to maintain "Dentist" obligations may result in forfeiture of any ROAS guarantees.

10. Patient Ownership & Data

All Treated Patients are the sole property of the Dentist. Company disclaims any ownership of patient records once treated.

The Company does not retain PHI for Treated Patients and operates under a HIPAA-compliant BAA. Company may retain PII related to non-treated leads for marketing/retargeting.

11. Exclusivity

This Agreement does not confer geographic exclusivity unless expressly stated in Schedule A.

12. Liability and Indemnity

Dentist assumes full and sole responsibility for patient care. Dentist shall indemnify and hold Company harmless from all claims arising from Dentist’s treatment, breach of law, or use of the Program.

Company’s total liability is capped at fees paid by Dentist in the three (3) months preceding the claim. Company is not liable for indirect or consequential damages.

13. Call Recording and Disputes

All calls to tracking numbers may be recorded. Dentist may dispute billed calls within 7 calendar days of invoice. Calls not disputed within 7 days are deemed valid.\

14. Termination

Either party may terminate with thirty (30) days’ notice. Company may terminate immediately for breach, regulatory violation, or non-payment.

15. Assignment

Neither party may assign without written consent, except Dentist may assign to a wholly-owned affiliate.

16. Notices

Notices shall be sent via email with confirmation or overnight courier.

17. Severability

If any provision is invalid, the rest remain enforceable.

18. Arbitration

All disputes resolved via binding arbitration in Salt Lake City, Utah (AAA rules).

19. Force Majeure

Neither party liable for failures due to unforeseen events (natural disaster, war, government restrictions, internet outage, etc.).

20. Change of Control

Dentist shall notify Company of any material ownership change. Company reserves right to renegotiate or terminate.

21. Confidentiality

Each party agrees to keep proprietary information confidential.

22. Marketing & IP License

Dentist grants Company a license to use anonymized results/testimonials for marketing. All creative assets remain Company IP.

23. Refund Policy and Expense Disclaimer

All fees non-refundable except as provided under SLA. Prepaid funds committed to advertising and not recoverable.

24. Reconciliation Obligations

Dentist agrees to reconcile delivered leads in the portal within 15 business days; failure may forfeit SLA rights.

25. Entire Agreement

This is the full agreement. Any changes must be in writing.

Business Associate Agreement (BAA)

Between: Dentist (Covered Entity)
And: Patient Solutions, LLC dba Patient Referrals (Business Associate)

Recitals

• Company provides marketing and customer service solutions to Dentist, making Company a Business Associate under HIPAA.
  

• Dentist will disclose PHI/EPHI to Company in conjunction with services.
  

• Parties desire to ensure HIPAA compliance.
  
  

1. Definitions

(All HIPAA definitions from 45 C.F.R. §§ 160, 163, and 164 apply, including PHI, EPHI, Breach, Security Incident, etc.)

2. Restrictions

Company shall not use/disclose PHI except as permitted by this Contract or required by law.

3. Authorized Uses/Disclosures

• Provide marketing, lead tracking, customer relations services.
  

• Proper management and administration.
  

• Data aggregation services.
  

• Report violations of law.
  

4. Company’s Obligations

• Maintain HIPAA safeguards (administrative, technical, physical).
  

• Report breaches or unauthorized disclosures.
  

• Ensure subcontractors comply with HIPAA.
  

• Provide access to PHI for individuals upon request.
  

• Support amendments and accounting of disclosures.
  

• Make practices available to HHS Secretary upon request.
  

5. Dentist’s Obligations

• Inform Company of privacy practice limitations or restrictions.
  

• Not request Company to act in violation of HIPAA.
  

6. Term & Termination

• Contract effective upon execution, terminates when PHI returned/destroyed.
  

• Dentist may terminate for material breach.
  

• Upon termination, Company must return/destroy PHI, or extend protections if infeasible.
  

7. Injunction

Dentist retains right to seek injunction for unauthorized use/disclosure.

8. Indemnification

Company shall indemnify Dentist for losses caused by Company’s HIPAA violations.

9. Subpoena

Company shall notify Dentist immediately if subpoenaed for PHI.

10. Notices

All notices in writing to the addresses specified in the Agreement.

11. Amendment

This Contract may be amended only in writing.

12. No Waiver

No waiver of one provision constitutes waiver of others.

13. Entire Agreement

This BAA and the Participation Agreement form the full understanding.

14. Governing Law

Utah law governs.

15. Interpretation

Ambiguities resolved to permit HIPAA compliance.

Schedule A – Scope of Services & Commercial Terms

Program: Predictable Patient System™ (Prepaid Monthly Retainer)
Delivery Type: Show-Up Patient (Butts-in-Seats™) OR Qualified Patient Call

A. Billing & Renewal

• Prepaid by credit card on subscription start date, auto-renews monthly.
  

• No refunds or partial refunds once renewal charges are processed, unless SLA applies.
  

• Performance evaluated on ROAS guarantees on a 30-day basis.
  

B. Package & Volume

• Show-Ups per month per package selected at checkout OR as expressly stated:

  • Show-Up Patients are “Butts N Seats”™ and guaranteed with the downside protection of ROAS details below
    
    

C. ROAS Guarantee

Return on Ad Spend (ROAS) is tied to package price and treatment value logged in ConversionIQ:

• Between a 2.0x- 3.0× ROAS as stated in package (unless expressly detailed in writing elsewhere)

Guarantee Remedy: If ROAS Guarantee is not met, Company continues sending patients at no extra cost until the target is achieved, provided Dentist:

1. Answers/returns calls reasonably,
   

2. Maintains schedule availability,
   

3. Logs each Show-Up and treatment value in ConversionIQ.