Clinician listing agreement and attestation.

This Clinician Listing Agreement and Attestation (“Listing Agreement”) governs the submission, creation, claiming, verification, editing, maintenance, and display of professional and practice listings on HandshakeMD, located at handshakemd.com, and any related services operated by shrinkMD Publishing LLC, a Florida limited liability company (“Company,” “we,” “us,” or “our”).

We refer to the website, professional directory, tools, and related services collectively as the “Platform.”

This Listing Agreement supplements the Platform's Terms of Use and Privacy Policy. If there is a conflict between this Listing Agreement and the general Terms of Use regarding a professional or practice listing, this Listing Agreement controls with respect to that listing.

By creating, claiming, submitting, editing, verifying, or managing a professional or practice listing, you agree to this Listing Agreement.

1Who may create or manage a listing

You may create, claim, submit, edit, or manage a listing only if you are:

• the healthcare professional identified in the listing;
• an owner of the applicable practice;
• an employee, administrator, referral coordinator, or authorized representative of the applicable professional or practice; or
• otherwise expressly authorized to act on behalf of the professional or practice.

By proceeding, you represent and warrant that you have the authority necessary to provide, modify, and maintain the information submitted.

We may request reasonable evidence of your identity, professional status, employment, affiliation, or authority at any time.

2Professional eligibility

The Platform is intended for legitimate healthcare professionals and practices.

Unless otherwise expressly permitted by the Platform, an individual professional listing must relate to a person who holds a current license, registration, certification, or other professional authorization required for the services represented in the listing.

Depending on the profession and jurisdiction, this may include physicians, psychologists, therapists, counselors, social workers, nurse practitioners, physician assistants, nurses, dietitians, and other appropriately licensed or regulated healthcare professionals.

The existence of a listing does not mean that the Company has independently determined that a person is legally permitted to provide every service identified in the listing.

3Your attestation

By submitting, claiming, editing, or confirming a listing, you attest that, to the best of your knowledge:

• the information provided is truthful, accurate, current, and not misleading;
• all professional credentials represented are valid and accurately described;
• all licenses represented are current unless clearly identified otherwise;
• you have not knowingly omitted information in a way that makes the listing materially misleading;
• any specialty, subspecialty, certification, board certification, fellowship, or professional designation is accurately stated;
• any practice affiliation you identify is accurate;
• any location, telehealth state, or service area information is accurate;
• any availability information reflects the professional's actual or reasonably anticipated availability when submitted;
• any insurance or payment information is accurate to the best of your knowledge;
• any population, age range, diagnosis, condition, service, or referral fit information accurately describes the professional's practice;
• you have the right to submit all photographs, logos, biographies, website links, or other materials included in the listing; and
• your listing complies with applicable law, professional rules, advertising requirements, and ethical standards.

4Continuing duty to update

You agree to make reasonable efforts to keep the listing accurate and current.

You should update materially changed information, including:

• licensure;
• practice location;
• employment or practice affiliation;
• specialty;
• services offered;
• telehealth availability;
• insurance participation;
• contact information;
• referral criteria;
• practice status; and
• whether the professional is accepting new referrals.

If you become aware that information is materially inaccurate, you agree to correct it promptly.

5Availability information

If you indicate that a professional is:

• accepting referrals;
• accepting new patients;
• accepting limited referrals;
• maintaining a waitlist;
• temporarily unavailable; or
• otherwise available for scheduling,

you represent that the designation is made in good faith based on information reasonably believed to be current.

Availability is inherently changeable.

You understand that the Platform may display:

• the date availability was last confirmed;
• a request to reconfirm availability;
• an “unconfirmed” status if information becomes stale; or
• other indicators intended to help users evaluate how current the information may be.

The Company may automatically modify or remove an availability designation if it has not been reconfirmed within a period established by the Platform.

6Insurance information

If you identify an insurer or health plan in a listing, you agree that the information reflects the professional's or practice's current understanding of participation.

You must not knowingly represent that a professional is “in network” when the professional is not participating in that plan.

Because network participation can vary by:

• employer plan;
• product;
• network;
• geographic area;
• clinician;
• practice entity; or
• contract status,

users are advised to verify coverage directly with the professional and insurer.

The Platform may display an appropriate disclaimer stating that insurance participation is not guaranteed.

7Fees and payment information

If you provide cash pay fees, consultation fees, membership fees, or other pricing information, you represent that the information is accurate when submitted.

Any listed amount is informational only unless otherwise expressly stated.

You remain responsible for complying with laws and professional requirements concerning:

• fee disclosure;
• billing;
• Good Faith Estimates;
• insurance;
• reimbursement;
• surprise billing; and
• other financial communications with patients.

8Telehealth and geographic information

If you indicate that a professional offers telehealth in a particular state or jurisdiction, you represent that the professional is authorized to provide the represented services in that jurisdiction to the extent required by law.

The Platform does not independently determine whether a particular encounter is legally permissible.

Professionals remain responsible for confirming:

• patient location;
• clinician licensure;
• temporary practice rules;
• telehealth registration requirements;
• prescribing laws; and
• other jurisdiction specific requirements.

9Referral fit information

The Platform may permit professionals to describe:

• “Good referrals for me”;
• populations served;
• conditions treated;
• specialties;
• areas of interest;
• preferred referrals;
• exclusions;
• patients or circumstances not accepted; or
• similar information.

You agree that such information will be accurate, professional, and not misleading.

You may describe reasonable clinical or practice criteria, but you may not use the Platform to publish unlawful discriminatory policies.

10No guarantee of referral or patient volume

A listing does not guarantee:

• referrals;
• patients;
• appointments;
• increased revenue;
• professional contacts;
• search placement;
• website traffic; or
• any other result.

The Company makes no representation regarding the number, quality, frequency, or suitability of referrals that may result from a listing.

11No payment for clinical referrals

Participation on the Platform does not entitle any professional or practice to payment for referring patients to another professional.

The Company does not intend to buy or sell individual clinical referrals.

You may not use the Platform to solicit or arrange:

• kickbacks;
• referral fees;
• fee splitting;
• remuneration in exchange for patient referrals; or
• other compensation prohibited by applicable law.

Nothing in this section prevents the Company from offering lawful paid services unrelated to payment for individual patient referrals, such as software, recruiting, administrative, advertising, enterprise, or other services, if offered in the future.

12No endorsement

A listing on the Platform does not mean that the Company endorses, recommends, employs, supervises, credentials, or guarantees the professional or practice.

The Company does not represent that a listed professional is appropriate for a particular patient.

Users remain responsible for evaluating referral suitability independently.

13Verification

The Platform may offer one or more verification processes.

Verification may include reviewing or comparing information from sources such as:

• the National Provider Identifier registry;
• state licensing databases;
• professional licensing boards;
• public practice websites;
• professional domain email addresses;
• practice administrators;
• public business records;
• professional directories; or
• other sources reasonably selected by the Company.

Verification means only that specified information was compared against one or more sources at a particular point in time.

Verification does not mean that the Company has:

• credentialed the professional;
• performed primary source credentialing equivalent to a hospital, health plan, or credentialing organization;
• reviewed malpractice history;
• reviewed all disciplinary history;
• evaluated clinical competence;
• reviewed outcomes;
• confirmed every listed credential;
• confirmed board certification unless expressly stated;
• guaranteed current licensure indefinitely; or
• endorsed the professional.

14Verification status may change

The Company may:

• request reverification;
• change the type of verification displayed;
• remove a verification indicator;
• place a listing under review;
• suspend a listing; or
• request supporting documentation

if information becomes stale, inconsistent, disputed, or otherwise requires review.

A professional is not entitled to permanent verification status.

15Public source information

The Company may create, supplement, or maintain listings using lawfully available public information.

Public information may include:

• NPI information;
• licensing information;
• practice websites;
• professional biographies;
• public business information; or
• other publicly available professional data.

If you claim such a listing, you may be permitted to correct, supplement, or update it subject to Platform policies.

Where legally permitted, the Company may continue to display factual public professional information even if a professional does not actively maintain an account.

16Right to edit formatting

The Company may edit or standardize information for consistency, clarity, searchability, and usability.

This may include:

• capitalization;
• punctuation;
• formatting;
• specialty labels;
• taxonomy labels;
• address formatting;
• category assignment;
• duplicate removal;
• standardized terminology; and
• technical formatting.

We will not knowingly change the substantive meaning of a professional's credentials or services in a misleading way.

17Right to correct information

If we reasonably believe information is inaccurate, misleading, outdated, duplicative, unlawful, or inconsistent with reliable public records, we may:

• request clarification;
• correct the information;
• annotate the information;
• remove the information;
• suspend the listing; or
• remove the listing.

We may contact the professional or practice before acting but are not required to do so where prompt action is reasonably necessary.

18Practice logos, photos, and other materials

By submitting:

• logos;
• photographs;
• headshots;
• practice marks;
• written biographies;
• graphics;
• links;
• videos; or
• other materials,

you represent that you own the materials or have permission to use and license them.

You grant the Company a non exclusive, worldwide, royalty free license to host, reproduce, resize, crop, format, display, distribute, and use the submitted material as reasonably necessary to operate and promote the Platform and the applicable listing.

You retain ownership of your original materials.

19Professional names and practice names

You authorize the Company to display the professional's:

• name;
• credentials;
• practice name;
• specialty;
• professional photograph;
• location;
• website;
• contact information; and
• other submitted or lawfully obtained professional information

for directory, referral discovery, search, indexing, and related Platform purposes.

This authorization does not transfer ownership of any trademark or professional name to the Company.

20Search engines and public indexing

Unless the Platform expressly offers a private listing option, professional listings may be public.

You understand that public listings may:

• appear in internet search engine results;
• be indexed by search engines;
• be cached by third parties;
• be linked from external websites; and
• remain temporarily visible in search engine caches after information is changed or removed.

The Company does not control third party search engine caching or indexing.

21No protected health information

You must not submit patient identifiable information or protected health information to a professional listing, profile, referral board, public post, message, or other Platform feature unless the Company expressly provides a feature designed and authorized for that purpose.

Do not include patient information in:

• biographies;
• referral requests;
• success stories;
• testimonials;
• photographs;
• case descriptions;
• comments;
• messages; or
• uploaded documents.

If discussing examples of clinical work, you are responsible for ensuring that information is appropriately deidentified and legally permissible.

22Patient testimonials and reviews

If the Platform permits a professional to submit testimonials or endorsements, you are responsible for ensuring that any such material complies with:

• privacy law;
• professional ethics;
• applicable advertising law;
• Federal Trade Commission endorsement rules; and
• any profession specific restrictions.

Unless expressly permitted by the Platform, you may not fabricate, alter, purchase, or manipulate testimonials or reviews.

If the Platform does not offer patient review functionality, you may not use profile content to create the misleading appearance of Platform issued ratings or endorsements.

23Professional advertising compliance

You remain responsible for ensuring that your listing complies with advertising rules applicable to your profession and jurisdiction.

You must not make:

• false or misleading claims;
• unsupported superiority claims;
• misleading board certification claims;
• guarantees of outcome;
• inaccurate pricing claims;
• misleading specialty claims; or
• other claims prohibited by applicable law or professional rules.

24Board certification and specialty claims

If you state that you are “board certified,” you must accurately identify the applicable certification if clarification is necessary to avoid misleading users.

You may not imply certification by an organization that has not actually certified you.

The Platform may request additional information concerning a certification or specialty designation.

25Account and listing security

You are responsible for maintaining reasonable security over any account used to manage a listing.

You must promptly notify us if you suspect:

• unauthorized access;
• impersonation;
• unauthorized modification;
• compromised credentials; or
• fraudulent claiming of a listing.

26Disputes over listing ownership or authority

If multiple individuals claim authority over a listing or practice, we may temporarily freeze edits while we investigate.

We may require evidence such as:

• professional identification;
• business records;
• practice domain email verification;
• organizational documentation;
• employment verification;
• licensing records; or
• other reasonable documentation.

The Company may determine who is permitted to manage a listing based on the available evidence.

27Professional departure from a practice

If a professional leaves a practice, the professional and the practice are responsible for updating relevant listing information.

The Company may separate:

• an individual professional profile; and
• a practice profile

to accurately reflect the change.

A practice does not necessarily own an individual clinician's professional profile merely because the clinician previously worked there.

28Suspension or removal

The Company may suspend, restrict, unverify, or remove a professional or practice listing if we reasonably believe:

• information is materially false or misleading;
• the listing is being managed without authorization;
• licensure cannot be reasonably confirmed;
• a license has expired, been suspended, revoked, or materially restricted;
• the listing violates professional or advertising rules;
• the listing infringes intellectual property rights;
• the listing contains prohibited patient information;
• the account is fraudulent;
• the listing creates a meaningful safety or legal concern;
• the user violates the Platform Terms;
• the user attempts to manipulate search or verification systems; or
• continued publication is otherwise inappropriate under Platform policy.

We may act without advance notice when reasonably necessary.

29Reporting concerns

Users may report suspected inaccuracies, impersonation, expired licensure, misleading information, or other concerns.

Receipt of a report does not mean that the Company agrees with the allegation.

We may investigate, request information, take no action, modify a listing, or remove a listing based on the circumstances.

30Disciplinary and licensing information

The Platform is not intended to function as a comprehensive disciplinary history database.

Unless expressly stated otherwise, the absence of disciplinary information on a profile does not mean that no complaint, investigation, restriction, sanction, or disciplinary action exists.

Users should consult appropriate licensing and regulatory authorities when professional disciplinary history is material to a referral decision.

31Data from third party sources

Some information may originate from third party or public sources.

The Company does not guarantee that external data sources are complete, current, or error free.

If you identify a material error, you may request correction through the Platform's designated process.

32Search ranking and placement

Search result placement may depend on factors such as:

• geography;
• specialty;
• filters;
• referral fit;
• availability;
• completeness;
• recency of confirmation;
• relevance; and
• technical or user experience considerations.

Unless expressly disclosed otherwise, the Company does not guarantee any ranking position.

If paid placement or sponsored content is offered in the future, it should be clearly identified as paid or sponsored.

33Independence of professionals

Professionals and practices listed on the Platform are independent from the Company unless expressly stated otherwise.

Nothing in a listing creates:

• employment;
• agency;
• partnership;
• franchise;
• joint venture;
• medical group membership;
• supervisory responsibility; or
• clinical affiliation

between the Company and the listed professional.

34No credentialing reliance

Health plans, hospitals, employers, credentialing organizations, practices, and other institutions must not rely on Platform verification as a substitute for their own credentialing, privileging, enrollment, or primary source verification obligations.

35No clinical reliance

A referring professional remains responsible for exercising independent professional judgment regarding whether a referral is appropriate.

The Platform does not determine:

• medical necessity;
• scope of practice compatibility;
• urgency;
• diagnostic suitability;
• level of care;
• referral appropriateness; or
• patient safety.

36Removal requests

A professional or authorized representative may request that a claimed listing be removed or deactivated.

However, where legally permissible, the Company may retain:

• account records;
• compliance records;
• verification records;
• acceptance records;
• information required for legal purposes; and
• factual professional information obtained from public sources.

Removal from active display does not necessarily require deletion of all underlying records.

37Data retention

Information relating to listings, verification, account ownership, consent, modifications, reports, or disputes may be retained as reasonably necessary for:

• Platform operation;
• fraud prevention;
• legal compliance;
• dispute resolution;
• security;
• enforcement; and
• recordkeeping.

Personal information practices are further described in the Privacy Policy.

38Your responsibility for professional services

You remain solely responsible for professional services that you or your practice provide.

The Company has no responsibility for:

• diagnosis;
• treatment;
• prescribing;
• follow up;
• emergency coverage;
• clinical outcomes;
• malpractice;
• billing;
• patient privacy;
• informed consent;
• documentation;
• prescribing compliance;
• scope of practice; or
• professional standard of care.

39Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless shrinkMD Publishing LLC and its owners, affiliates, officers, employees, contractors, agents, and licensors from and against claims, liabilities, losses, damages, penalties, judgments, and reasonable attorneys' fees arising from or relating to:

• inaccurate or misleading information you submit;
• your lack of authority to manage a listing;
• infringement involving materials you submit;
• your professional services;
• your violation of applicable law or professional obligations;
• your breach of this Listing Agreement;
• patient information improperly submitted through your account; or
• claims relating to your practice or professional conduct.

This obligation applies only to the extent permitted by applicable law.

40Limitation of liability

The limitations of liability contained in the Platform's Terms of Use apply to this Listing Agreement and are incorporated by reference.

Nothing in this Listing Agreement expands the Company's liability beyond that established in the Terms of Use.

41Incorporation of other policies

The following are incorporated into this Listing Agreement where applicable:

• Terms of Use;
• Privacy Policy;
• Verification Standards;
• Copyright and DMCA Policy;
• community or referral board rules;
• tool specific terms; and
• other Platform policies expressly identified as applicable.

42Changes to this agreement

We may revise this Listing Agreement from time to time.

Material changes may require renewed acceptance.

The version accepted by a user may be recorded electronically.

43Electronic acceptance

You agree that electronic acceptance of this Listing Agreement has the same effect as a handwritten signature to the extent permitted by applicable law.

The Company may retain records reflecting:

• your account;
• date and time of acceptance;
• version accepted;
• IP address;
• browser or device information; and
• other reasonable audit information.

44Governing law and venue

This Listing Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles, except where federal law applies or applicable law requires otherwise.

Unless applicable law requires another venue, disputes arising from this Listing Agreement will be subject to the venue provisions stated in the Platform's Terms of Use.

45Contact

Questions regarding professional listings may be directed to:

shrinkMD Publishing LLC
Operator of HandshakeMD
Email: [email protected]
Northwest Registered Agent LLC, 7901 4th St N Ste 300, St. Petersburg, FL 33702