Affiliate Terms and conditions
CompassionMD™ Affiliate Program — Confidentiality, Data-Protection, and Terms & Conditions Agreement
Last Updated: October 1, 2025
Effective Date: Upon Affiliate’s Acceptance
Introduction
This Agreement (“Agreement”) consists of two integrated components:
Part 1 – Mutual Non-Disclosure & Confidentiality Agreement, governing the protection and proper handling of confidential information; and
Part 2 – Affiliate Confidentiality & Data-Protection Addendum (No-PHI), outlining data protection requirements and the strict prohibition against handling Protected Health Information (“PHI”).
Together, these form the complete and binding CompassionMD™ Affiliate Confidentiality, Data-Protection, and Terms & Conditions Agreement (“Affiliate Agreement”).
By clicking “Accept Terms,” you acknowledge that you have read, understood, and agreed to all provisions below. This acceptance serves as your electronic signature.
PART 1 — Mutual Non-Disclosure & Confidentiality Agreement
1. Purpose
The Parties wish to explore business strategies relating to CompassionMD™’s healthcare subscription services (the “Purpose”). During such discussions, each Party may disclose confidential information (“Confidential Information”) to the other.
2. Definition of Confidential Information
“Confidential Information” means all non-public information disclosed by one Party to another, in any form, that is designated or reasonably understood to be confidential. Confidential Information excludes information that:
Becomes public without breach;
Was known lawfully prior to disclosure;
Is independently developed without reference to Confidential Information;
Is obtained lawfully from a third party; or
Must be disclosed by law, after prior notice if permitted.
3. Non-Use and Non-Disclosure
The receiving Party shall not disclose or use Confidential Information except as necessary for the Purpose. Disclosure may only occur to representatives under equivalent confidentiality obligations.
4. Maintenance of Confidentiality
Each Party shall use at least the same degree of care used to protect its own confidential information, but not less than reasonable care.
5. No Obligation
This Agreement does not compel either Party to proceed with any transaction.
6. No Warranty
All Confidential Information is provided “AS IS,” without any warranty.
7. Return or Destruction
Upon request, the receiving Party shall return or destroy all Confidential Information and may retain one archival copy for evidentiary purposes only.
8. No License
No rights or licenses are granted by disclosure of Confidential Information.
9. Term and Survival
This Part 1 remains in effect for one (1) year. Confidentiality obligations survive for two (2) years thereafter.
10. Remedies
Breach of this Agreement may cause irreparable harm. The non-breaching Party is entitled to injunctive relief and other legal remedies.
11. Miscellaneous
This Agreement binds successors and permitted assigns and is governed by the laws of Virginia. The existence and terms of this Agreement are themselves confidential.
PART 2 — Affiliate Confidentiality & Data-Protection Addendum (No-PHI)
1. Purpose & Scope
This Addendum governs your participation in CompassionMD™’s affiliate program and establishes rules for confidentiality, data protection, and marketing conduct. It explicitly prohibits any handling of Protected Health Information (“PHI”) as defined under HIPAA.
If your activities ever involve PHI, both Parties must first execute a Business Associate Agreement (“BAA”).
2. Definitions
Confidential Information: All non-public business or technical data from CompassionMD™, including leads, pricing, or credentials.
Personal Data: Identifiable information (e.g., name, email) excluding PHI.
PHI: Protected Health Information as defined by HIPAA (45 C.F.R. §160.103).
Security Incident: Unauthorized access, disclosure, or loss of Confidential Information or Personal Data.
3. No-PHI Covenant (Strict Prohibition)
Affiliates must not collect, store, or process PHI. If someone attempts to share medical information, you must immediately cease collection and refer them to CompassionMD™’s official systems.
4. Confidentiality & Non-Disclosure
Affiliate may use CompassionMD™ data only for approved affiliate purposes and must ensure equivalent confidentiality safeguards among authorized personnel.
5. Minimum Security Controls
Affiliate must:
Use unique logins and MFA for access;
Encrypt data in transit (TLS 1.2+) and at rest;
Keep software updated and protected by anti-malware;
Enforce strong passwords;
Conduct annual confidentiality and security training.
6. Personal Data Handling (Non-PHI Only)
Affiliate may collect only minimal data for referral and payment processing. Such data may not be sold, reused, or shared for unrelated marketing.
7. Security Incidents
Affiliate must notify CompassionMD™ within 24 hours of any Security Incident and fully cooperate in investigation and remediation.
8. Verification & Audit
CompassionMD™ may require compliance evidence or conduct a remote audit. Failure to comply may result in suspension or termination.
9. Marketing & Representation
Affiliate may not claim medical authority or represent CompassionMD™. Use of CompassionMD™’s name, logo, or brand assets must be pre-approved.
10. Termination & Remedies
CompassionMD™ may terminate immediately for breach, data mishandling, or PHI violations. Injunctive relief and damages may be sought.
11. Independent Contractor
Affiliate is an independent contractor, not an employee, agent, or partner of CompassionMD™.
12. Governing Law
This Addendum is governed by the laws of the Commonwealth of Virginia.
13. Order of Precedence; Entire Agreement
If there is any conflict between Part 1 and Part 2, Part 2 controls for data-protection and No-PHI matters. Together, they form the complete, integrated Affiliate Agreement.
PART 3 — Affiliate Program Terms & Conditions
1. Parties, Scope & Relationship
This Agreement is between CompassionMD™, LLC (“CompassionMD™,” “we,” “us”) and the approved Affiliate (“you,” “your”). You are an independent contractor and not an employee, agent, or representative of CompassionMD™.
2. Enrollment & Term
Affiliates must apply through the designated portal. CompassionMD™ may accept or reject any application. The Agreement remains effective until terminated.
3. Tracking & Attribution
Affiliate referrals are tracked for 60 days. The most recent valid referral receives credit.
4. Commissions & Payments
Rate: $9 per active subscriber.
Payout: Monthly, by the 6th of each month.
Minimum Payout: $36.
Taxes: You are responsible for your tax obligations.
Adjustments: Commissions may be withheld for canceled or fraudulent accounts.
5. Marketing Guidelines
Only approved materials may be used. All promotions must include this disclaimer:
“CompassionMD™ is not health insurance. It’s a subscription plan that gives your entire household access to licensed medical doctors and mental health professionals…”
Unapproved medical claims, altered disclaimers, spam, or deceptive promotions are prohibited.
6. Compliance & Conduct
You must comply with FTC, CAN-SPAM, and advertising regulations, including proper affiliate disclosure (“I may receive compensation from CompassionMD™…”).
7. Confidentiality
All metrics, dashboards, and subscriber data are confidential and may not be shared without written consent.
8. Limitation of Liability
CompassionMD™’s liability is limited to the commissions paid in the prior six (6) months. The Program is provided “as is.”
9. Media Content License
By submitting promotional media, you grant CompassionMD™ a perpetual, royalty-free license to use such materials. CompassionMD™ may use your name, image, and voice for marketing purposes.
10. Termination
Either Party may terminate at any time. CompassionMD™ may terminate immediately for cause. Affiliates must cease using any CompassionMD™ assets upon termination.
11. Governing Law
This Agreement is governed by the laws of Virginia, and disputes shall be resolved in Virginia courts.
12. Acknowledgment & Acceptance
By clicking “Accept Terms,” you affirm that you have read, understood, and agree to all parts of this Agreement. This action constitutes your legally binding digital signature.