Provider Subscription Agreement

1. Services Provided

SMR provides:

• Digital profile listings
• Visibility within a public directory
• Optional enhanced profile features

SMR does not provide:

• Referrals
• Patient routing
• Guaranteed leads

2. Fees and Fair Market Value

Provider agrees to pay a fixed subscription fee. Fees are set in advance, consistent with fair market value for advertising services, and commercially reasonable even in the absence of referrals. Fees are not tied to patient volume, referrals, or services rendered.

No part of the fee is contingent on:

• Number of patients
• Imaging studies
• Therapy visits
• Procedures performed

3. No Referral or Volume-Based Compensation

The parties agree:

• This arrangement is not intended to induce referrals
• Compensation does not vary with volume or value of referrals
• Provider is under no obligation to refer patients through or to the Platform
• Providers are not required or expected to refer patients to any other provider on the Platform as a condition of participation

4. No Tracking or Attribution of Referrals

SMR does not track, attribute, or measure referrals, patient volume, or downstream services between users and providers for compensation purposes.

5. Independence of Medical Decision-Making

Provider agrees that all clinical decisions are made independently, patient referrals (if any) are based solely on medical necessity and patient preference, and Platform participation does not influence referral behavior.

6. No Patient Routing or Brokerage

SMR does not assign, route, or distribute patients to providers and does not sell or transfer patient leads. The Platform functions solely as a passive directory.

7. No Guarantee or Expectation of Business Generation

Provider acknowledges that participation is for advertising purposes only and does not create any expectation of referrals, patient volume, or business generation. SMR makes no representations or warranties regarding patient acquisition, clinical outcomes, or business performance.

8. Designated Health Services Disclosure

Certain providers on the Platform may offer services classified as designated health services under federal law (e.g., imaging, physical therapy). SMR does not influence, require, or incentivize the selection of any such provider.

9. No Exclusivity

Provider is free to participate in other directories, refer patients to any entity, and operate without restriction. Providers are not required or expected to refer patients to any other provider on the Platform as a condition of participation.

10. Advertising Disclosure

Provider understands that listings may be labeled as "Sponsored" or "Featured." These labels reflect advertising status only and do not imply clinical recommendation or endorsement.

11. Advertising Transparency

SMR complies with applicable advertising and consumer protection laws. Paid placements are clearly identified and distinguishable from organic listings.

12. No Medical Records / Limited Data Role

SMR does not store or transmit protected health information for clinical purposes and is not a healthcare provider or covered entity. Any information submitted is limited to directory and communication purposes.

13. No Partnership or Agency

Nothing in this agreement creates a partnership, joint venture, or agency relationship between SMR and any Provider.

14. Compliance with Laws

Both parties agree to comply with all applicable laws, including the Stark Law, Anti-Kickback Statute, and applicable FTC advertising regulations.

15. Termination

Either party may terminate at any time with written notice.

16. Limitation of Liability

SMR is not responsible for patient outcomes, provider performance, or business results.