Referral Partner Agreement

• "Link" and "Code" mean the personal referral link and short code Mildred gives you.
• "Referred Organization" means an organization credited to you under Section 4.
• "Membership Payment" means an amount a Referred Organization actually pays Mildred for its membership, after discounts and credits. It excludes text-message add-ons and packs, taxes, and amounts refunded or charged back.
• "First Paid Invoice" means the Referred Organization's first membership invoice with an amount above zero, after any free trial.
• "First Year" means the 12 months starting on the date of the First Paid Invoice.

2.1 The program is non-exclusive. You may promote other products and services, and Mildred may run other referral or marketing programs. Neither party is required to refer or accept any organization.

2.2 Your role is to introduce care organizations to Mildred. You are never engaged to refer, recommend, or steer patients, families, or placements, and no part of your compensation is for doing so.

3.1 Mildred may approve or decline any application at its discretion. A declined applicant may apply again 90 days after the decision.

3.2 You must be at least 18, able to receive payouts through Stripe in the United States, and not excluded, debarred, or otherwise ineligible to participate in any federal health care program.

4.1 An organization is credited to you when it signs up for a Mildred membership within 90 days after first opening your Link, or enters your Code at sign-up.

4.2 The organization must be new to paying Mildred: it must not be a Mildred 1.0 member, must never have paid Mildred before, and must not be an organization you own, manage, or work for.

4.3 When two Referral Partners have a claim to the same organization, the first Link opened or Code entered wins. Mildred decides any dispute, records its reason, and its decision is final.

5.1 For each Membership Payment a Referred Organization makes during its First Year, Mildred pays you 20%.

5.2 For each Membership Payment after the First Year, Mildred pays you 10%, for as long as the organization keeps paying, subject to Sections 13 and 14.2.

5.3 Locations a Referred Organization adds are commissionable from the date they are added, at the rate then in force for that organization.

5.4 If a payment is refunded or charged back, its commission is reversed.

5.5 Commissions are calculated only on Membership Payments. They never vary with the number or value of referrals any organization sends or receives, with patient volume, or with any measure of utilization.

6.1 You must open a Stripe Connect account through the link Mildred provides and keep it in good standing. Stripe — not Mildred — collects and stores your identity, bank, and taxpayer information.

6.2 On the 5th of each month, Mildred pays commissions on Membership Payments collected in the previous calendar month. Each Referred Organization's first Membership Payment is paid one month later.

6.3 Payouts under $25 carry over to the next month. A reversal under Section 5.4 is deducted from your next payout, and a negative balance carries forward until your earnings cover it.

6.4 Commissions earned while your Stripe account is not set up or not in good standing are held for up to 12 months. Mildred will remind you at least three times. If your account is still not usable after 12 months, Mildred may treat the held amounts as abandoned to the extent the law allows.

6.5 Mildred may hold an unusual payout for review for up to 30 days. All amounts are in U.S. dollars.

You are responsible for your own taxes. You provide your tax information to Stripe. Mildred (through Stripe) issues Form 1099-NEC where the law requires it, and will apply backup withholding where the law requires it.

You must:

• 8.1 Introduce organizations only. Never accept, ask for, or pay anything of value for referring a patient, a family, or a placement, and never tie any recommendation of a care provider to your commission.
• 8.2 Disclose clearly and conspicuously, every time you recommend Mildred, that you earn a commission from Mildred. Mildred provides approved wording and may review your public posts and materials for compliance.
• 8.3 Make no cold outreach. Do not make unsolicited calls or send unsolicited texts, do not use purchased lists, and do not send bulk email about Mildred. Speak with people you know or who contact you. Follow all laws on calls, texts, and email, including the TCPA, CAN-SPAM, and Arizona's telephone solicitation laws.
• 8.4 Not bid on "Mildred," "Ask Mildred," or confusingly similar terms in search advertising, and not use them in a domain name, social handle, or business name.
• 8.5 Describe Mildred, its prices, and its features accurately, using Mildred's current materials. Make no promises on Mildred's behalf.
• 8.6 Not hold yourself out as Mildred's employee or agent.
• 8.7 Certify that you are not excluded from any federal health care program, and tell Mildred immediately if that changes.
• 8.8 Not promote Mildred in the course of, or in connection with, any job duties that involve referring patients or making or influencing patient-care decisions (for example, as a discharge planner, hospice or home health liaison, or case manager), and confirm that your participation does not violate your employer's policies.

Mildred grants you a limited, revocable, non-transferable license to use its name, logo, and program materials, as Mildred provides them, only to promote the program. The license ends when this Agreement ends.

Information you see in your portal about Referred Organizations is confidential. Use it only to understand your earnings. Never use it to contact a Referred Organization's clients or staff, and never share it outside your own organization.

11.1 You are an independent contractor. You control how, when, and where you work, and you pay your own expenses. Nothing in this Agreement creates employment, partnership, agency, or a joint venture, and you cannot bind Mildred.

11.2 By accepting this Agreement you sign, under A.R.S. § 23-1601, this Declaration of Independent Business Status, and you acknowledge that it is made under penalty of perjury and that you operate as an independent business. You acknowledge that you:

• are not insured under Mildred's workers' compensation or unemployment insurance;
• are responsible for all of your own tax registrations, licenses, and obligations;
• are not provided with tools, equipment, or an office by Mildred, other than access to the referral portal;
• are free to work for others, including competitors, and to accept or reject opportunities;
• set your own hours and are not required to work any schedule, attend meetings, or meet quotas;
• are paid only the commissions this Agreement describes, with no expense reimbursement, benefits, or minimum pay;
• may hire your own employees or contractors to help you, at your own cost; and
• are responsible for your own business expenses and operate under your own name or business name, not Mildred's.

Our Privacy Policy describes what Mildred collects about Referral Partners and what a Referral Partner sees about a Referred Organization. You never receive card details, staff or contact lists, client or resident information, referrals, or health information.

13.1 Either party may end this Agreement at any time by notice in the portal or by email.

13.2 Good standing. If you end this Agreement, or Mildred ends it without Cause, you are in good standing: Mildred pays any commission already earned, and you keep earning the 10% under Section 5.2 on your Referred Organizations for as long as they pay, subject to Section 14.2.

13.3 Cause. "Cause" means: (a) a material breach of Section 8 or Section 10; (b) fraud, including self-referral, fake sign-ups, or manipulating Links or Codes; (c) accepting or paying anything of value for referring a patient, family, or placement; (d) a violation of law in connection with the program; or (e) other conduct that materially harms Mildred, its members, or the people they serve. Mildred must give written notice stating the specific ground. For a breach under (a) or (e) that can be cured, you have 15 days from notice to cure it; grounds (b), (c), and (d) cannot be cured.

13.4 Effect of Cause. If Mildred ends this Agreement for Cause, your right to future commissions ends, including the ongoing 10%. Commissions already earned for completed months are still paid, except commissions earned through the conduct constituting Cause, which are void and may be clawed back.

13.5 While Mildred investigates possible Cause, it may suspend your Link and Code and hold payouts.

14.1 Mildred may change the program, including commission rates, with 30 days' notice in the portal. Except as stated in Section 14.2, a change applies only to organizations referred after it takes effect, unless the change benefits you.

14.2 Changes required by law. If Mildred determines, on the advice of counsel or because of action by a regulator, that paying commission on a category of members creates legal risk (for example, memberships of Medicare-certified providers), Mildred may restructure, cap, convert to a flat fee, or end commissions for that category — including for existing Referred Organizations — on 30 days' notice. Commissions already earned are still paid.

Mildred does not guarantee any level of earnings. Any example or calculator of earnings is an illustration only, not typical results. The program and portal are provided "as is."

Except for amounts owed under Section 5, neither party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits. Mildred's total liability for any claim relating to this Agreement is limited to the commissions paid to you in the 12 months before the claim arose.

You will defend, indemnify, and hold harmless Mildred and its affiliates, officers, and employees from claims arising from your breach of Section 8, your promotional activities, or your violation of law.

18.1 Any dispute between you and Mildred relating to this Agreement or the program will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Maricopa County, Arizona.

18.2 Either party may bring an individual claim in small claims court instead.

18.3 Claims may be brought only individually, not as a class, collective, or representative action.

18.4 This Agreement is governed by Arizona law.

This Agreement, the program rules, and the program pages in the portal are the entire agreement about the program. If any provision is unenforceable, the rest remain in effect. You may not assign this Agreement without Mildred's consent. Notices go through the portal or to the email on file. Contact: Mildred Enterprises, LLC, 7014 E Camelback Rd, Suite B100A, Scottsdale, AZ 85251, support@askmildred.ai.