Referral Subscription & IP License Agreement

1. Grant of Rights.

1.1 Publicity Rights; Licensed Marks. Subject to this Agreement's terms and conditions, Provider hereby grants to Cirventis and its successors and assigns during the Term (as defined below) a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use in the United States ("Territory") during the Term (as defined below) in connection with Cirventis Services (as defined below) the right and license to use:

• (a) Provider's name, image, signature, voice and likeness and other elements or attributes of Provider's persona, identity, or personality and all common law and statutory rights in the foregoing (collectively, "Provider's Publicity Rights"); and
• (b) certain trademarks, service marks, logos, and trade names as described on Schedule B (collectively, "Licensed Marks").

1.2 Avatar MD. In connection with the grant of rights pursuant to Section 1.1, Provider hereby grants to Cirventis an exclusive, royalty-free license and authorization to create digital representations of Provider's name, image, signature, voice, and likeness, including but not limited to digital avatars, digital renderings, digital caricatures, and other content representing the Provider's name, image, signature, voice, and likeness ("Avatar MD"). Provider's Publicity Rights, Licensed Marks, and Avatar MD are collectively referred to herein as "Provider IP Material".

1.3 Business Profiles. Provider hereby grants to Cirventis a license to exclusively use certain online business profiles as described on Schedule C (collectively, "Business Profiles").

1.4 Reservation of Rights. Except for the licenses granted hereunder and as otherwise provided herein, Provider retains all ownership right, title and interest in and to the Provider IP Material, provided that Cirventis shall own all right, title, and interest in and to Avatar MD subject to the terms and conditions set forth herein. Cirventis acknowledges that (i) as between Cirventis and Provider, Provider is the owner of the Licensed Marks and all goodwill related thereto, and (ii) all use of the Licensed Marks hereunder and any goodwill accruing therefrom shall inure solely to the benefit of Provider.

2. Cirventis Services.

2.1 Services. Cirventis shall provide to Provider and Business patient referral services as generally described in Exhibit A ("Referral Services"). Cirventis shall use commercially reasonable efforts to provide the Services using personnel of required skill, experience, and qualifications in a workmanlike and professional manner in accordance with generally recognized industry standards to the reasonable satisfaction of Provider. Cirventis shall at all times comply with all applicable federal, state, and local laws, ordinances, regulations, and orders that are applicable to this Agreement and its performance hereunder, except to the extent that failure to comply could not, in the aggregate, reasonably be expected to have a material adverse effect on its ability to comply with its obligations under this Agreement.

2.2 No Exclusivity. Cirventis retains the right to perform the same or similar type of services for third parties during the Term.

2.3 Status Reports. Cirventis shall provide regular written status reports to Provider in a form mutually agreeable to the parties.

3. Confidentiality.

Each party (the "Receiving Party") acknowledges that in connection with this Agreement it will gain access to information that is treated as confidential by the other party (the "Disclosing Party"), including information about its business operations and strategies, goods and services, customers, pricing, marketing, and other sensitive and proprietary information (collectively, the "Confidential Information"). The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any Person, except to the Receiving Party's officers, employees, consultants, accountants, and legal advisors who are bound by written confidentiality obligations and have a need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

4. Representations and Warranties.

Each party represents and warrants that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws of its jurisdiction of incorporation or organization; (ii) it has full power (corporate or otherwise) and authority to enter into and perform its obligations under this Agreement, and all actions necessary to authorize the execution, delivery and performance of this Agreement have been taken by such party; (iii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will conflict with or result in any breach of or event of termination under any of the terms of, or constitute a default under or result in the termination of or the creation or imposition of any encumbrance pursuant to, the terms of any contract or agreement to which it is a party or by which it or any of its assets and properties are bound; (iv) no prior agreement prevent the parties from granting the scope of rights described herein; (v) when executed and delivered by such party, this Agreement shall constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

5. Indemnification.

5.1 Indemnification of Expenses and Other Liabilities. Provider (the "Indemnifying Party") will indemnify, defend, and hold harmless Cirventis and its affiliates, subsidiaries, successors and assigns (as applicable), and any of their respective officers, directors, employees and agents (each, an "Indemnified Party"), from and against any and all damages, liabilities, costs and expenses, including reasonable legal fees and expenses, in any third-party lawsuit or proceeding based upon or otherwise arising out of:

• (a) a breach or alleged breach of the Indemnifying Party's representations, warranties or covenants contained herein; or
• (b) Indemnified Party's referral of any third party to Indemnifying Party or Indemnifying Party's business.

5.2 Indemnification Procedure. The Indemnified Party will promptly notify the Indemnifying Party of such claim; provide the Indemnifying Party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding; and give the Indemnifying Party full control and sole authority over the defense and settlement of such claim, subject to the Indemnified Party's approval of any such settlement, which approval will not be unreasonably withheld or delayed.

6. Limitation of Liability.

6.1 No Consequential or Indirect Damages. IN NO EVENT SHALL CIRVENTIS OR ANY OF ITS REPRESENTATIVES BE LIABLE TO PROVIDER, BUSINESS, OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE, LOST BUSINESS, ANTICIPATED PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT CIRVENTIS WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.

6.2 Maximum Liability. IN NO EVENT SHALL CIRVENTIS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED $5,000.

6.3 If Remedy Fails of Essential Purpose. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 6 SHALL APPLY EVEN IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Each party acknowledges and agrees that the parties entered into the Agreement in reliance upon the limitations of liability set forth in this Section 6, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

7. Term and Termination.

7.1 Term. The initial term of this Agreement shall commence as of the Effective Date and continue until the end of the calendar year, unless terminated earlier in accordance with Section 7.3 (the "Initial Term").

7.2 Renewal. Cirventis will renew this Agreement for an additional successive 12-month periods in perpetuity (each, a "Renewal Term," and together with the Initial Term, the "Term") by providing Provider with written notice of renewal at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term.

7.3 Termination.

• (a) Cirventis may terminate this Agreement at any time with immediate effect without cause, and without incurring any additional obligation, liability, or penalty, by providing written notice to Licensor.
• (b) Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

7.4 Effect of Termination. Upon the expiration or termination of this Agreement:

• (a) Licensee shall cease all use of the Licensed Marks;
• (b) the Receiving Party shall promptly return to the Disclosing Party, or at the Disclosing Party's option, destroy, all records and copies of any Confidential Information of the Disclosing Party;
• (c) Neither party shall be liable to the other party for damages of any kind solely as a result of terminating this Agreement in accordance with this Section 7.4.

7.5 Survival. The rights and obligations of the parties set forth in Section 3 (Confidentiality), Section 4 (Representations and Warranties), Section 5 (Indemnification), Section 8 (Miscellaneous), and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

8. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder other than routine communications having no legal effect (each, a "Notice") must be in writing using the communications methods set out below (or to any other readdress that the receiving party may designate from time to time in accordance with this section). Each party shall deliver all Notices by personal delivery, nationally recognized same day or overnight courier (with all fees prepaid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is deemed to have been validly and effectively given: (a) if sent by personal delivery or by courier (all fees prepaid) on the date of receipt; (b) if sent by email, upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment); or (d) if sent by certified or registered mail, return receipt requested, postage prepaid on the third day after the date mailed.

9. Miscellaneous.

9.1 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement is intended to or will be construed to create any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.

9.2 Successors and Assigns. This Agreement is assignable by Cirventis to any successor of Cirventis which acquires all or substantially all assets or businesses of Cirventis, whether by sale, merger, recapitalization or other business combination, without Provider's consent. Except as specified in this Section 8.2, this Agreement is not assignable.

9.3 Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

9.4 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without regard to principles of conflicts of law. The parties each hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Palm Beach County, Florida for all actions, suits or proceedings arising in connection with this Agreement or the subject matter hereof, and agree that any such action, suit or proceeding shall be brought only in such courts (and waive any objection based on forum non convenience or any other objection to venue therein).

9.5 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto (or their respective successors or permitted assigns).

9.6 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

9.7 Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereto and no party shall be liable or bound to another party in any manner by any warranties, representations or covenants except as specifically set forth herein.

9.8 No Employment Contract. Neither the execution of this Agreement nor the performance of any of Cirventis's obligations hereunder shall not constitute an agreement by Cirventis to employ, engage or to continue to employ or engage Provider during the entire, or any portion of, the Term.

9.9 Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.