Healthcare-Marketing Rider

Version 1.3 · Effective: upon publication · Provider: Grayscale Digital, LLC (Michigan) · Applies to: every DueSouthDental clinic-side agreement

Purpose

The DueSouthDental directory service connects U.S. patients researching cross-border dental care with vetted clinics in Tijuana and Los Algodones, Mexico. The healthcare-marketing context creates regulatory considerations that do not arise in generic B2B SaaS or directory relationships:

• federal and state anti-kickback statutes that govern patient-referral compensation;
• the FTC Act and §255.5 of the FTC's Endorsement Guides governing advertising and disclosure;
• HIPAA's framework for Protected Health Information;
• state consumer-health-data laws, notably Washington's My Health My Data Act ("MHMDA");
• state patient-brokering and unfair-competition statutes (e.g., FL §817.505, TX §102.001, CA §17200);
• cross-border medical-tourism considerations including border closures and clinical-jurisdiction questions; and
• Mexican federal health regulations governing the practice and advertising of dentistry in Mexico.

This Rider establishes how Provider and each Clinic ("Customer") allocate responsibilities under the above frameworks, defines the structural posture of the directory service and the performance-based marketing fee structure (per §1.1 below), and carves Provider out of clinical decision-making.

1. Anti-kickback and Patient-brokerage Hygiene

1.1 Structural posture

Provider's directory service is structurally an editorial directory and advertising platform with a performance-based marketing fee structure. It is not, and does not function as, a patient-referral service in the regulatory sense of the term.

(a) Free pilot listing (initial phase)

No remuneration, kickback, commission, bounty, split, share, fee, payment, or other consideration of any kind flows in either direction during the initial pilot listing phase. This phase is structurally identical to a basic listing on a major business directory.

(b) Paid performance-based marketing fees

1. Qualification-stage marketing fee. Provider invoices Customer a uniform marketing fee, specified in the applicable Customer agreement, each time Provider delivers a "qualified consult" to Customer, defined as: (a) patient completed Provider's wizard; (b) patient submitted inquiry to Customer specifically; (c) patient's contact information passes validation; (d) patient meets Customer's stated criteria (procedure offered, budget band match, location preference match, travel readiness, English-fluency requirement match where stated); and (e) the discovery call between patient and Customer has been confirmed to take place. The qualification-stage fee is invariant to clinical outcomes — paid the same whether or not the patient subsequently proceeds to treatment.
2. Success-stage marketing fee. Provider invoices Customer a smaller incremental marketing fee, specified in the applicable Customer agreement, when treatment is delivered to a patient sourced through the directory service and verified as completed via Provider's post-trip patient survey.
3. Fee schedule. The applicable rate per stage is set forth in the pricing exhibit to the applicable Customer agreement. There is no monthly subscription, no minimum spend, and no per-month fee.
4. Uniform rates across all listed Customers. The fees are uniform across all Customers on the directory service. No Customer pays a higher rate for higher placement; no Customer pays a lower rate for any consideration.
5. Public disclosure. The existence and nature of the marketing fee structure are publicly disclosed on every clinic comparison surface in the directory service, on the Affiliate Disclosure page, and on Customer profile cards. Disclosure language is plain-English and proximate to the relevant recommendation.
6. Sponsored placement (optional). Customer may opt into sponsored placement at no additional fee tier — sponsored placement is a UX surface (clearly labeled separate slot) that does not influence filter-match ranking, and sponsored-placement Customers pay the same uniform marketing fees as non-sponsored paid-tier Customers.

Provider's revenue model mirrors the operating-norm posture for established advertising-form directory services and local-services-ad platforms. The fee structure is cleaner than per-completed-treatment commission because the qualification-stage fee is invariant to clinical outcomes, and cleaner than pure pay-per-lead because the success-stage fee aligns with verified treatment delivery.

1.2 State-statute compliance

Provider has structured the directory service with specific attention to the following state statutes:

1. California. Provider, as a non-licensee LLC, is not bound by Cal. Bus. & Prof. Code §650 (which prohibits remuneration to licensed healthcare practitioners for patient referrals — §650 binds the licensee, not non-licensee third parties). Provider's marketing fee structure is structured to comply with Cal. Bus. & Prof. Code §17200 (Unfair Competition Law) by maintaining uniform rates across Customers and by separating the qualification-stage fee from clinical outcomes.
2. Florida. Provider has structured the marketing fees to remain defensible under Fla. Stat. §817.505 (Florida Patient Brokering Act). The qualification-stage fee's invariance to clinical outcomes plus the uniform-rate structure positions it as a marketing-services fee for qualification work, not a per-patient referral fee. The success-stage fee's tie to verified treatment completion is structurally similar to a "campaign success fee."
3. Texas. Same reasoning as Florida under Tex. Occ. Code §102.001. The empirical record establishes that long-standing Texas-domiciled medical-tourism directory operators have offered comparable performance-based marketing arrangements for nearly two decades without enforcement action.
4. Other states. Customer is responsible for ensuring its participation in the directory service complies with that state's applicable laws.

1.3 Mexican law

Customer is a dental practice located and licensed in Mexico. Customer is solely responsible for compliance with Mexican federal and state law governing the practice of dentistry, advertising of dental services, patient solicitation, and cross-border patient acceptance, including (without limitation) Ley General de Salud, COFEPRIS regulations on health-services advertising, and any applicable Mexican professional-practice or commercial-conduct rules.

Provider does not operate in Mexico, has no Mexican legal presence, and does not engage in the practice of dentistry or related licensed activity in Mexico.

1.4 No referral-payment language

The terms "referral fee", "patient referral", "lead bounty", "consultation bounty", "treatment commission", "per-patient payment", and equivalent terms do not describe any aspect of the relationship between Provider and Customer. The qualification-stage marketing fee is a marketing-services fee for qualification work delivered. The success-stage marketing fee is a campaign success fee paid for the verified-outcome confirmation service.

2. No Clinical Advice; No Recommendation; Filter-and-Compare Only

2.1 Structural posture

The DueSouthDental directory service is an editorial filter-and-compare platform. It is not a clinical-decision-support tool. Provider does not, and may not be characterized as: (a) recommending any Clinic over any other Clinic; (b) diagnosing, recommending, or evaluating any patient's medical or dental condition; (c) recommending or evaluating any specific procedure for any specific patient; (d) providing clinical advice of any kind; (e) ranking Clinics by clinical quality, treatment outcomes, success rates, or any other clinical metric; or (f) characterizing any Clinic as "best", "top-rated", "leading", "preferred", or any equivalent comparative-quality term.

2.2 What the directory service does

Provider operates a wizard quiz that captures patient-stated preferences and returns a deterministic, transparent filter-match of Clinics whose published profile attributes match the patient's stated preferences. Filter-match logic is identical for all Customers regardless of fee tier or sponsored-placement opt-in. The headline framing on filter-match output is "Clinics matching your preferences" — never "Recommended for you", "Best clinics for you", or any equivalent phrasing.

2.3 Sponsored placement

Sponsored placements appear in clearly labeled separate slots within the directory and wizard output. Sponsored placements are visually distinct from filter-match results. Sponsored-placement labels comply with FTC §255.5 and Provider's Affiliate Disclosure. Sponsored placement does not influence filter-match results.

2.4 Clinical claims by Customer

All clinical claims about Customer's services (treatment outcomes, success rates, procedures offered, technology used, credentialing) are made by Customer about Customer's own practice, not by Provider. Customer warrants that all clinical claims in Customer Content are accurate, substantiated, not misleading, and compliant with applicable healthcare-advertising laws.

2.5 Patient autonomy

The directory service is designed to support — not replace — patient autonomous decision-making. Patients are encouraged to consult directly with Customers, to verify Customer's credentialing through independent sources, to seek second opinions, and to make their own treatment decisions.

3. No PHI; No HIPAA Business-Associate Relationship

3.1 No PHI in the directory service

Provider does not collect, store, transmit, or process Protected Health Information ("PHI") as defined in 45 C.F.R. § 160.103 through the directory service. The DueSouthDental wizard collects patient-stated preferences plus contact information (name, email, optionally phone). Patient preferences are not PHI within the meaning of HIPAA because: (a) they are not received by Provider from a covered entity or business associate; (b) they are not received in connection with the provision of healthcare or payment for healthcare; (c) they are patient-self-identified preferences, not clinical observations, diagnoses, or treatment records; and (d) Provider has no clinical relationship with the patient.

3.2 No HIPAA Business-Associate relationship

Provider is not a Business Associate of Customer within the meaning of HIPAA. The standard-form HIPAA Business Associate Agreement is therefore inapplicable to the relationship between Provider and Customer.

3.3 Customer obligations regarding PHI

Customer will not (and will not allow anyone else to) submit PHI to the directory service, including without limitation: patient X-rays, patient photos showing identifiable features beyond standard before/after marketing imagery for which patient consent has been obtained, patient medical-history records, treatment-plan documentation, or any other clinical record about an identifiable patient.

3.4 Patient communications

All clinical communications between Customer and a patient sourced through the directory service take place directly between Customer and patient through Customer's own systems. The directory service is not a channel for clinical communications.

4. Patient Data Handling (MHMDA, CCPA, and Other State Consumer-Health-Data Laws)

4.1 Provider as data controller

Provider collects patient wizard-session data on Provider's own behalf as the operator of the directory service, not on Customer's behalf. Provider is the data controller for patient wizard data. Provider's Health Privacy & Confidentiality Statement governs Provider's collection, use, retention, and disclosure of patient wizard data.

4.2 MHMDA compatibility

Provider's wizard intake UX includes consent prompts compatible with Washington's My Health My Data Act ("MHMDA", RCW Chapter 19.373). Patient inquiry data delivered to Customer is delivered with consent that authorizes Customer to use the inquiry to respond to the patient. Customer is responsible for the patient-data handling that occurs after delivery within Customer's own systems.

4.3 No retargeting pixels on quiz / intake pages

Provider does not deploy retargeting pixels (Facebook Pixel, Google Ads remarketing, TikTok Pixel, equivalent) on the wizard or intake pages. Provider's analytics are limited to first-party measurement of wizard performance using a privacy-preserving analytics provider (currently Cloudflare Web Analytics, which does not use cookies and does not fingerprint visitors).

4.4 No bundled clinic + hotel + transport payment

Provider does not offer, and does not facilitate, any payment flow that bundles Customer's clinical fees with Provider's affiliate hotel, transfer, or non-clinical product revenue. Patients pay Customer directly for clinical services. There is a clean separation between clinical-services payment and travel-services revenue.

5. FTC §255.5 Affiliate-Disclosure Compliance

5.1 Disclosure on relevant pages

Provider maintains an Affiliate Disclosure page that describes (i) Provider's clinic-side performance-based marketing fee structure, (ii) Provider's affiliate-revenue arrangements with hotel partners, airport-transfer partners, non-clinical product partners, and sponsored-content partners. The disclosure is linked from the footer of every duesouthdental.com page.

5.2 Sponsored-placement disclosure

When a Customer's listing is presented as sponsored placement on the paid tier, the sponsored designation is clearly visible on the listing itself. Sponsored-placement Customers pay the same uniform marketing fees as non-sponsored paid-tier Customers — sponsored placement is a separate inventory product, not a fee tier.

5.3 No undisclosed paid placement in editorial content

Provider does not accept payment for inclusion of Customers in editorial content. Editorial content is written by Provider on Provider's own behalf; clinics are mentioned in editorial content based on editorial fit, not Phase tier or fee status.

6. Clinical Malpractice; Indemnification Carveout

6.1 Customer's exclusive responsibility for clinical care

Customer is solely responsible for all aspects of the clinical relationship Customer establishes with any patient sourced through the directory service, including without limitation: the conduct of consultations, treatment planning, treatment delivery, treatment outcomes, post-treatment care, complications, billing for clinical services, patient-record maintenance, professional malpractice insurance, and compliance with all applicable clinical-practice laws and standards of care.

6.2 No joint enterprise

Provider's operation of the directory service does not create any joint enterprise, joint venture, partnership, agency relationship, or similar legal relationship between Provider and Customer with respect to clinical care.

6.3 Indemnification — clinical claims

Customer will indemnify, defend, and hold harmless Provider against any third-party claims, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from any allegation that Customer's clinical practice — including consultations, treatment planning, treatment delivery, treatment outcomes, post-treatment care, billing, or any other aspect of the clinical relationship between Customer and patient — caused harm or injury to any patient or third party.

6.4 Provider's Limited Role

Provider's role is limited to: operating the directory and wizard, formatting and displaying Customer Content, delivering patient inquiries to Customer, generating performance analytics, providing reasonable technical support for the directory service, and (when paid billing is in effect) invoicing the marketing fees per §1.1(b). Provider does not provide clinical training, clinical credentialing, malpractice insurance, treatment planning, treatment supervision, or any other clinical-decision-related service.

7. Cross-border Force Majeure and Travel Disruption

7.1 Cross-border-specific Force Majeure events

The following events are recognized as Force Majeure events under this Rider given the cross-border-travel context:

1. closure or material restriction of any U.S.-Mexico land border crossing serving the geographic markets in which Customer operates;
2. U.S. or Mexican government travel advisories, restrictions, or quarantine requirements that materially impede patient travel;
3. material disruption of cross-border vehicular, pedestrian, or air-travel infrastructure;
4. material disruption of cross-border payment-processing infrastructure;
5. epidemic or pandemic conditions materially affecting cross-border travel; or
6. material safety or security events that meaningfully suppress patient willingness to travel.

7.2 Effect on obligations

During a Force Majeure event: Customer's Response-Time SLA is suspended for the duration of the event with respect to inquiries that would require travel during the event. Provider's obligation to deliver inquiries to Customer continues. Marketing-fee accrual under §1.1(b) continues for inquiries delivered (qualification stage) and treatments completed (success stage) during the event. If the Force Majeure event materially impedes Customer's ability to operate Customer's clinical practice for >30 consecutive days, the parties will negotiate fee adjustments in good faith. Either party may terminate the applicable Customer agreement on notice if the Force Majeure event continues for more than ninety (90) days.

8. Customer's Healthcare-Marketing Compliance

8.1 Compliance with applicable healthcare-advertising laws

Customer represents and warrants that: (a) all Customer Content complies with applicable laws governing healthcare advertising, including FTC §5, FTC §255.5, state truthful-advertising laws, and Mexican advertising regulations; (b) all clinical claims, treatment-outcome claims, success-rate claims, savings claims, and equivalent representations are accurate, substantiated by competent and reliable evidence, and not misleading; (c) all credentialing claims are accurate and current; and (d) Customer holds all licenses required to operate as a dental practice in each jurisdiction.

8.2 Patient-record privacy

Customer will maintain the privacy of patient records and patient communications under all applicable data-protection and patient-privacy laws (HIPAA where applicable in cross-border context, Mexican data-protection law, state consumer-health-data laws including MHMDA), independent of Provider's separate obligations as data controller for wizard-session data.

8.3 Patient testimonials and reviews

If Customer Content includes patient testimonials, before/after photos, or other endorsements, Customer warrants that the testimonials are genuine, the patient consents are documented, and the disclosures comply with FTC §255.5.

8.4 Savings claims

If Customer Content includes savings claims comparing Customer's pricing to U.S. dental pricing, Customer is responsible for substantiating the claim with current, accurate, and dated source data, and for updating the claim if the source data materially changes.

9. Versioning and Updates

Provider publishes this Rider at duesouthdental.com/legal/healthcare-rider with the current version and effective date displayed in-page. Prior versions are archived. Material amendments to this Rider become effective only with respect to Customers that affirmatively accept the new version. Provider will notify Customers of material Rider amendments by email at least thirty (30) days before the proposed effective date and will solicit affirmative acceptance during that notice period.

10. Definitions

For the purposes of this Rider:

"Acceptance Date" means the date the Customer accepted the applicable Customer agreement into which this Rider is incorporated.

"Affiliate Disclosure" means Provider's Affiliate Disclosure page, as in effect from time to time.

"Customer" means a Clinic that is a party to a Customer agreement with Provider.

"Completed treatment" means treatment delivered to a patient sourced through the directory service and verified as completed via Provider's post-trip patient survey.

"directory service" means the DueSouthDental patient-decision wizard, clinic directory, and related features.

"PHI" means Protected Health Information as defined in 45 C.F.R. § 160.103.

"Provider" means Grayscale Digital, LLC, a Michigan limited liability company.

"Qualification Fee" means the qualification-stage marketing fee defined in §1.1(b)(1), at the rate set forth in the applicable pricing exhibit. Invariant to clinical outcomes.

"Qualified consult" means a patient inquiry meeting all five gates defined in §1.1(b)(1).

"Success Fee" means the success-stage marketing fee defined in §1.1(b)(2), at the rate set forth in the applicable pricing exhibit. Paid on verified completed treatment.

11. Order of Precedence

Within a Customer agreement bundle, the order of precedence is set forth in the applicable Customer agreement. Within this Rider, the interpretation that more strictly preserves Provider's structural separation from clinical decision-making, and Customer's exclusive responsibility for clinical care and clinical claims, prevails over any contrary interpretation.

Last updated: 2026-05-07.