Provider Revenue Participation Agreement

Effective Date: 01/01/2026

1. Incorporation of Platform Terms

This Provider Revenue Participation Agreement (“Agreement”) is governed by and incorporates the Drip Healthcare Platform Terms of Service (“Platform Terms”).

In the event of any conflict, the Platform Terms shall control.

2. Parties

This Agreement is entered into between:

  • Drip Healthcare, LLC (“Drip Healthcare”), and

  • The participating healthcare provider organization (“Provider”).

3. Purpose

This Agreement governs Provider’s voluntary participation in Drip Healthcare’s revenue participation program related to advertising distribution through the Platform.

4. Nature of the Relationship

Provider acknowledges and agrees:

  • Provider participates solely as a media distribution venue

  • Provider does not:

    • Endorse advertisers

    • Recommend products or services

    • Act as a referral source

Drip Healthcare operates solely as a technology and distribution platform.

5. Compensation Structure

5.1 Basis of Compensation

Provider may receive compensation based on advertising engagement metrics, including but not limited to:

  • Content displays

  • QR code scans

  • Link interactions

  • Other platform engagement signals

Such compensation reflects use of Provider-controlled media inventory and distribution capacity.

5.2 Revenue Share

Drip Healthcare may share a portion of advertising revenue with Provider.

  • Revenue share percentages may vary by campaign or program

  • Drip Healthcare maintains discretion over pricing and advertiser billing

5.3 No Referral-Based Compensation

Provider expressly acknowledges:

Compensation under this Agreement:

  • Is not based on patient referrals

  • Is not based on healthcare services provided

  • Is not tied to clinical decision-making

  • Is not conditioned on patient outcomes or utilization

5.4 Fair Market Value

The parties agree that compensation:

  • Represents fair market value for advertising distribution services

  • Is commercially reasonable

  • Is determined independently of the volume or value of referrals

6. Anti-Kickback Compliance

The parties intend to comply with all applicable laws, including the Anti-Kickback Statute.

Accordingly:

  • The Platform is not intended to induce referrals

  • Compensation is not structured to reward referrals

  • No party shall use the Platform to generate improper financial incentives related to healthcare services

7. No Influence on Clinical Decision-Making

Provider agrees:

  • Advertising content does not influence clinical decisions

  • Provider maintains full independent medical judgment

  • Platform content is not incorporated into patient care decisions

8. Advertising Neutrality

Provider acknowledges:

  • Display of content does not constitute endorsement

  • Patients and users should not interpret content as medical guidance

  • Provider does not validate or approve advertiser claims

9. Tracking and Reporting

Drip Healthcare utilizes proprietary systems for:

  • Campaign delivery

  • QR code routing

  • Engagement tracking

Provider agrees:

  • Drip Healthcare’s system logs serve as the official record for:

    • Engagement metrics

    • Revenue calculations

10. Payment Terms

  • Payments, if applicable, will be issued on a periodic basis determined by Drip Healthcare

  • Minimum thresholds or payment conditions may apply

  • Drip Healthcare reserves the right to adjust payment timing and structure

11. No Guarantee of Revenue

Provider acknowledges:

  • Revenue is not guaranteed

  • Engagement levels may vary

  • Participation does not ensure financial return

12. Provider Responsibilities

Provider agrees:

  • Not to represent advertising content as endorsed

  • Not to alter Platform tracking mechanisms

  • To comply with applicable laws and internal policies

13. Term and Termination

  • Participation is voluntary

  • Either party may terminate participation at any time

  • Termination does not affect accrued payment obligations

14. Limitation of Liability

As defined in the Platform Terms.

15. Indemnification

Provider agrees to indemnify Drip Healthcare for:

  • Misuse of the Platform

  • Regulatory violations

  • Misrepresentation of advertising content

16. Entire Agreement

This Agreement, together with the Platform Terms and applicable Provider Terms, constitutes the entire agreement.

17. Acceptance

Provider agrees to this Agreement by:

  • Executing a written version, or

  • Accepting electronically through the Platform

Electronic acceptance shall have the same force and effect as a signed agreement.

Drip Healthcare Platform Terms of Service

Effective Date: 01/01/2026

1. Definitions

  • Platform: Drip Healthcare’s technology infrastructure, including digital signage, QR routing, campaign systems, directory systems, and Control Center.

  • Provider: Healthcare organizations using the Platform.

  • Client: Vendors, advertisers, or employers submitting campaigns.

  • User: Any individual interacting with the Platform (patients, visitors, providers).

  • Campaign: Any advertisement, listing, or promotional content.

2. Nature of the Platform

Drip Healthcare provides technology infrastructure only.

Drip Healthcare does not:

  • Provide medical care

  • Offer medical advice

  • Act as a healthcare provider

  • Act as a broker or referral service

  • Act as an advertising agency of record

3. No Medical Advice

Nothing on the Platform constitutes:

  • Medical advice

  • Diagnosis

  • Treatment guidance

No provider-patient relationship is created.

4. Advertising Neutrality & No Endorsement

  • Campaigns are third-party content

  • Display does not equal endorsement

  • Placement in healthcare settings does not imply recommendation

5. Independent Parties

No relationship created between:

  • Drip and Providers

  • Drip and Clients

  • Providers and Clients

6. Anti-Kickback & Compliance Positioning

  • Platform is not intended to induce referrals

  • Compensation is tied to marketing activity only

  • Not tied to:

    • Patient referrals

    • Clinical decisions

    • Healthcare utilization

7. Revenue Model Clarification

All payments:

  • Are for advertising exposure

  • Not contingent on medical outcomes or referrals

8. No Clinical Influence

Platform does not influence:

  • Medical decisions

  • Treatment pathways

9. Third-Party Content

Drip is not responsible for:

  • Advertiser claims

  • External websites

10. No PHI

Platform does not collect or store PHI.

11. Tracking Systems

Drip systems (QR, redirects, clicks) are:

  • Operational tools

  • Official record for analytics and billing

12. No Guarantees

No guarantees of:

  • Performance

  • Revenue

  • Uptime

13. Limitation of Liability

To the maximum extent permitted by law:

Drip Healthcare shall not be liable for:

  • Indirect or consequential damages

  • Lost profits or revenue

  • Business interruption

  • Third-party actions

Total liability shall not exceed amounts paid to Drip Healthcare in the prior 12 months.

14. Indemnification

Users agree to indemnify and hold harmless Drip Healthcare from any claims arising from:

  • Submitted content

  • Advertising materials

  • Regulatory violations

  • Intellectual property disputes

  • Third-party interactions

15. Platform Modifications

Drip Healthcare may modify:

  • Platform functionality

  • Pricing structures

  • Distribution methods

  • Technical systems

at any time without prior notice.

16. Suspension and Termination

Drip Healthcare may suspend or terminate access if:

  • Terms are violated

  • Content poses legal or reputational risk

  • Payments are not made

  • System misuse occurs

17. Intellectual Property

All Platform technology, systems, and infrastructure are owned by Drip Healthcare.

Users may not:

  • Reverse engineer

  • Replicate

  • Copy or derive competing systems

18. Governing Law

North Carolina