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Legal

Partner Program Agreement

Version 1.0 — Effective July 31, 2026

This Partner Program Agreement (this "Agreement") governs your participation in the PatientPayments Partner Program (the "Program"). It is entered into between PatientPayments LLC, an Idaho limited liability company with offices at 414 Church St, Ste 116, Sandpoint, ID 83864 ("PatientPayments," "we," "us," or "our"), and the individual or entity that signs this Agreement ("Partner," "you," or "your").

By signing this Agreement in the partner portal, or by otherwise participating in the Program, you agree to be bound by it. If you do not agree, do not participate in the Program. If you sign on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company.

Submitting an application does not create a partnership or bind either of us to this Agreement. It takes effect only when you sign it, which happens in the partner portal after we approve your application.

Please read Sections 12 through 15 carefully. They limit our liability, make termination your sole remedy, and require most disputes to be resolved by individual arbitration rather than in court.

1. The Program

The Program allows you to refer healthcare practices and similar businesses ("Referred Clients") to PatientPayments in exchange for a share of the revenue those clients generate for us, on the terms below.

Participation requires our approval and your signature on this Agreement. We may approve or decline any application, for any reason or no reason, and approval does not create any obligation to continue the Program or to maintain any particular commission rate.

2. Referral Links and Attribution

On approval, we issue you a unique referral code and link. A Referred Client is credited to you only if:

  • The client creates an account through your referral link or with your referral code applied at sign-up, and
  • The client is not already a PatientPayments customer, an active sales prospect in our records, or credited to another partner.

Attribution is determined solely by our systems and records, which are final and binding absent manifest error. Referral tracking depends on browser cookies and sign-up data and may fail for reasons outside our control, including cookie blocking, privacy tools, or a client using a different device or browser. We do not guarantee that any referral will be tracked, attributed, or converted, and we are not liable for referrals we do not record. If two partners could each claim the same client, we decide the attribution.

3. Commission

You earn the commission rate shown in your partner dashboard (25% unless we agree otherwise in writing) of Platform Revenue actually received and retained by us from your Referred Clients.

"Platform Revenue" means subscription fees, platform fees, technology fees, and add-on fees a Referred Client pays us. It does not include, and commission is never calculated on:

  • The patient payments a Referred Client processes (the practice's own revenue)
  • Payment card interchange, network fees, or amounts paid to Stripe or other third-party processors
  • Sales, use, or other taxes, and pass-through or reimbursed costs
  • Amounts invoiced but not collected, refunded, charged back, waived, or credited

Commission accrues monthly for as long as the Referred Client remains an active paying customer and this Agreement remains in effect. Commission is calculated on a calendar-month basis in United States Pacific time.

4. Payment

  • Commission accrued for a closed month is paid on or about the 15th of the following month.
  • Payouts are made only through a Stripe Connect account you connect and Stripe verifies. Until Stripe verification is complete, commission continues to accrue but is not paid.
  • A balance below the minimum payout amount shown in your dashboard rolls forward to the next month rather than being paid.
  • Payment timing after we initiate a transfer depends on Stripe and your bank, and is outside our control.
  • You are solely responsible for all taxes on amounts you receive. Stripe collects your tax information and issues any required information returns. We do not withhold taxes.

You must notify us of any dispute regarding a commission calculation or payout within 60 days after it is posted to your dashboard. Amounts not disputed within that period are final.

5. Adjustments, Reversals, and Offset

Commission is earned only on revenue we actually keep. We may reverse, adjust, or withhold commission, and offset it against current or future amounts otherwise payable to you, when:

  • The underlying payment is refunded, charged back, reversed, disputed, waived, or credited
  • A Referred Client fails to pay, or we determine an amount is uncollectible
  • The referral was fraudulent, self-dealing, duplicative, incentivized in violation of Section 6, or otherwise obtained in breach of this Agreement
  • We paid you in error, including as a result of a calculation, attribution, or system error

If offsetting against future commission is not possible, you will repay the amount within 30 days of our written request.

6. Your Obligations

You will:

  • Comply with all applicable laws and regulations, including CAN-SPAM, the Telephone Consumer Protection Act, and state marketing, privacy, and anti-kickback laws
  • Describe PatientPayments accurately, and make no representation, warranty, guarantee, pricing commitment, or performance claim about us that we have not published or approved in writing
  • Disclose your referral relationship where required by law, including under the FTC endorsement guidelines
  • Not send unsolicited bulk email, SMS, or automated calls promoting PatientPayments
  • Not bid on "PatientPayments" or confusingly similar terms in paid search, register domains or social accounts containing our marks, or present yourself as PatientPayments
  • Not refer practices you own or control, or refer yourself, without our prior written consent
  • Not offer cash rebates or other inducements for sign-ups without our prior written consent
  • Not access, collect, or transmit to us any protected health information in connection with the Program

7. Trademarks

We grant you a limited, revocable, non-exclusive, non-transferable license to use our name and logos solely to promote PatientPayments during the term, in the form we provide and consistent with any brand guidelines we publish. All goodwill from that use benefits us. We may revoke this license at any time. You grant us the right to identify you as a partner.

8. Independent Contractor

You are an independent contractor. This Agreement does not create an employment relationship, joint venture, franchise, legal partnership, or agency relationship. You have no authority to bind us, to negotiate or execute any contract on our behalf, to make commitments to any client, or to accept money on our behalf. You are responsible for your own business expenses, personnel, insurance, and taxes.

9. Confidentiality

Non-public information you receive through the Program, including pricing not published on our website, client lists, product roadmaps, and dashboard data about Referred Clients, is our confidential information. You will not disclose it or use it for any purpose other than participating in the Program, during the term and for three years afterward.

10. Changes to the Program

We may change this Agreement, the commission rate, the minimum payout amount, the payout schedule, or any other Program term at any time. We will post the revised Agreement with a new version number and give notice by email or in your partner dashboard. Changes apply to commission accrued after the effective date of the change. Your continued participation after that date, or your signature on the revised Agreement, constitutes acceptance. If you do not agree to a change, your remedy is to terminate under Section 11.

We may also modify, suspend, or discontinue the Program in whole or in part at any time.

11. Term and Termination

This Agreement begins when you sign it and continues until terminated.

Either party may terminate this Agreement at any time, for any reason or no reason, on written notice, including by email or through the partner dashboard. We may also suspend your participation immediately if we reasonably believe you have breached this Agreement or engaged in fraud or unlawful conduct.

On termination:

  • Your referral link and code stop being tracked, and no further commission accrues
  • Commission properly accrued and unpaid as of the termination date is paid on the next regular payout date, subject to the minimum payout amount, Section 5, and your Stripe account being able to receive funds
  • If we terminate for your fraud, self-dealing, or material breach, accrued and unpaid commission is forfeited
  • Your trademark license ends immediately and you will stop presenting yourself as a partner

Sections 5, 8, 9, and 12 through 16 survive termination.

12. No Warranties

The Program, our platform, referral tracking, and the partner dashboard are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted or error-free operation.

We make no guarantee of earnings. Any figure, example, or projection we provide is illustrative only. Your results depend on factors outside our control, and you may earn nothing. We do not guarantee that referral tracking will function without error, that any Referred Client will sign up, remain a customer, or pay us, or that the Program will continue.

13. Limitation of Liability and Sole Remedy

To the maximum extent permitted by law, PatientPayments and its members, officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost commission, lost business opportunity, lost goodwill, or lost data, arising out of or relating to this Agreement or the Program, on any theory of liability, even if we have been advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or relating to this Agreement or the Program will not exceed the total commission we actually paid you in the three months immediately preceding the event giving rise to the claim, or one hundred dollars ($100), whichever is greater.

Your sole and exclusive remedy for any dissatisfaction with, or any dispute arising from, the Program, this Agreement, any change to either, any commission calculation or attribution decision, or any act or omission by us, is to stop participating and terminate this Agreement under Section 11.

These limitations apply even if a remedy fails of its essential purpose, and they allocate risk between the parties in exchange for the commission rate offered. Some jurisdictions do not allow certain limitations, so parts of this Section may not apply to you.

14. Indemnification

You will defend, indemnify, and hold harmless PatientPayments and its members, officers, employees, and agents from any claim, demand, loss, liability, damage, fine, penalty, cost, or expense (including reasonable attorneys' fees) arising out of or relating to your marketing or promotional activities, any statement you make about us, your breach of this Agreement, your violation of any law, or your relationship with any Referred Client.

15. Dispute Resolution — Binding Individual Arbitration

Please read this Section carefully. It affects how disputes are resolved and requires you to give up the right to a jury trial and to participate in class actions.

15.1 Informal Resolution First

Before starting an arbitration, you agree to contact us through the contact page at patientpayments.com/contact with a written description of the dispute and the relief you seek, and to work with us in good faith for at least 60 days to resolve it.

15.2 Agreement to Arbitrate

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Program, or the relationship between us, whether based in contract, tort, statute, or any other legal theory, that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court. The arbitration will be held in Bonner County, Idaho, or by videoconference or on the written submissions at the arbitrator's discretion, before a single arbitrator. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction. This Section is governed by the Federal Arbitration Act.

15.3 Class Action Waiver

All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, coordinated, private attorney general, or other representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this Section 15.3 is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in court, and the rest of Section 15 will remain in force.

15.4 Exceptions

Either party may bring an individual action in small claims court, and either party may seek temporary injunctive relief in court to protect intellectual property or confidential information, without waiving this Section.

15.5 Time Limit

Any claim arising out of or relating to this Agreement or the Program must be brought within one year after the claim arose, or it is permanently barred, to the extent permitted by law.

16. General

Governing law. This Agreement is governed by the laws of the State of Idaho, without regard to its conflict-of-laws rules. Subject to Section 15, the state and federal courts located in Bonner County, Idaho have exclusive jurisdiction, and both parties consent to that venue.

Entire agreement. This Agreement is the entire agreement between the parties regarding the Program and supersedes all prior discussions, proposals, and representations. It does not modify any separate agreement governing your own use of the PatientPayments platform as a customer.

Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the remaining provisions will stay in effect.

No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.

Assignment. You may not assign or transfer this Agreement, or your referral code or accrued commission, without our prior written consent. We may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets.

Notices. We may give notice by email to the address on your partner account or by posting in the partner dashboard. You give notice through the contact page at patientpayments.com/contact. Notices are effective when sent.

Electronic signature. You consent to contract and sign electronically. The signature you draw in the partner portal is your signature and has the same effect as a handwritten one. When you sign, we record the version signed, the date and time, and the originating IP address, and we keep a PDF of the signed Agreement. That record is admissible evidence of your signature.

Version 1.0. Effective July 31, 2026. Superseded versions remain in effect for periods before the effective date of a revision.