Master Service Agreement

1. Services

1.1 Suggestic Platform

Subject to Customer's ongoing compliance with this Agreement (including timely payment of all applicable fees), Suggestic grants Customer a non-exclusive, non-transferable and non-sublicensable license to access and use, and to provide its Users with rights to access and use, the Suggestic Platform during the Term. "User" means (i) consumer customers of Customer who access the Suggestic Platform and (ii) employees, contractors, or agents of Customer which use or otherwise interact with the Suggestic Platform.

1.2 Support Services

Subject to Customer's ongoing compliance with this Agreement (including timely payment of all applicable fees), Suggestic will provide the Suggestic Platform on a hosted basis and will use commercially reasonable efforts to provide the service levels and support services set forth in Exhibit A (the "Support Services"); provided that Customer is solely responsible for maintaining its equipment, timely transmission of, and the accuracy, quality, integrity, and reliability of, Customer Data.

1.3 Professional Services

Subject to Customer's timely payment of applicable Professional Service Fees, Suggestic will use commercially reasonable efforts to provide to Customer the professional services identified on a mutually executed statement of work ("SOW"), if desired by the parties from time to time (collectively, the "Professional Services").

2. Customer Obligations

2.1 Restrictions on Use of Suggestic Technology

Customer shall not, and shall not authorize any person to, directly or indirectly: (i) copy, modify, translate, adapt, or create derivative works; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any elements of; (iii) [reserved]; (iv) sell, sublicense, transfer any rights in, use for the benefit of, or allow access to, any third party (except to Users); (v) transmit unlawful, infringing or Malicious Code to or from; (vi) replicate significant portions of Suggestic's data except as needed to access or use the Suggestic Platform, or (vii) otherwise use except as expressly permitted hereunder, in each case of (i)–(vii), the Services (including all technology constituting or used to provide such service) or Suggestic's data, as applicable (together the Services and Suggestic data are "Suggestic Technology"). The foregoing restrictions shall apply to the maximum extent permitted by applicable law.

2.2 Compliance with Laws

Customer shall at all times comply with all federal, state, and local laws, ordinances, regulations, and orders that are applicable to its use of the Services, the operation of its business and to this Agreement. Customer shall at all times at its own expense obtain and maintain all certifications, credentials, authorizations, licenses, and permits necessary to conduct its business relating to the exercise of its rights and the performance of its obligations under this Agreement. Where Customer provides Suggestic with access to personal data of Customer's end users, Customer is solely responsible for having and maintaining a valid lawful basis for such processing under applicable data protection law, including obtaining any necessary consents from end users.

3. Proprietary Rights; Data

3.1 License to Customer Marks

Customer hereby grants to Suggestic a non-exclusive, worldwide and royalty-free license, with right of sublicense pursuant to Section 10.4, during the Term to use the Customer's trademarks, name, logos and other indicators of origin provided to Suggestic by Customer (collectively, "Customer Marks") and any other images and materials provided to Suggestic by Customer hereunder (together with the Customer Marks, the "Customer Content") solely in connection with the provision of the Services. Customer agrees that Suggestic may identify Customer as a Suggestic partner and use Customer's name and logo in its marketing materials and website. Customer reserves all rights not expressly granted in this Section.

3.2 Ownership

Except for the limited rights granted in this Agreement: (a) Suggestic hereby retains all rights, title and interest, including all intellectual property rights, in and to the Suggestic Platform, the Usage Data, and any and all works of authorship, inventions, or other intellectual property created by Suggestic in connection with providing the Services, provided that such shall not include any Private Data, Proprietary Data, Customer Data or Customer Confidential Information; and (b) Customer hereby retains all rights, title and interest in Customer Data and Proprietary Data.

Customer hereby grants to Suggestic a worldwide, irrevocable, perpetual, royalty-free license, with right of sublicense pursuant to Section 10.4, (i) to exploit without restriction all feedback regarding Suggestic Platform; (ii) to use any other information related to Customer's use of the Services to improve Suggestic's products and services; (iii) to use all data made available to Suggestic by or on behalf of Customer to perform its obligations hereunder; provided that such license explicitly excludes any Private Data.

"Customer Data" means any data transmitted by Customer or its Users to or through the Services, or delivered to Suggestic by Customer and identified as such, or delivered to Suggestic by a third party on behalf of Customer for which Customer (but not Suggestic) pays a usage fee; provided that Customer Data does not include Private Data, data in the public domain or publicly available data, or data independently derived by Suggestic. "Private Data" means any personally identifiable data and health related data, including names, email addresses, mailing addresses, phone numbers, personal photos, diagnoses, medical test results, prescription or treatment information. "Proprietary Data" means any proprietary rulesets and protocols, such as proprietary health assessments, personalization rulesets and nutritional protocols that will only be used to provide the services to the Customer and the Users. "Usage Data" means the metadata generated by any User interacting with the Suggestic Platform.

3.3 Suggestic Data

Suggestic may remove or restrict access to Suggestic's data if it violates an applicable law, the source of such data becomes unavailable, or a third party brings or threatens legal action. Customer will obtain all permissions or approvals from each applicable data source as may be necessary or required to provide such data to Suggestic and to comply with all applicable laws in its performance under this Agreement.

3.4 License to Customer Data

Customer Data shall be and remain the sole exclusive property of Customer. Customer grants to Suggestic a non-exclusive, limited license to store, record, transmit, maintain, and display Customer Data only to the extent necessary to provide services under this Agreement. Except as permitted in this Agreement, Suggestic will not edit, delete, or disclose the contents of Customer Data unless authorized in writing by Customer. Customer Data shall be considered Customer's Confidential Information; except that any Customer Data that is in an aggregated or anonymous, de-identified form will not be considered to be the Confidential Information of Customer.

3.5 Software License

Subject to the terms and conditions of this Agreement, Customer is hereby granted a limited license to use the Suggestic Platform internally as well as all such output of the Services developed by Suggestic, in compliance with the Licensing Agreement set forth in Exhibit B.

3.6 Fair Usage Clause

Scope and Intent: This clause is designed to prevent excessive or abusive usage of our AI Assistant services (WellnessGPT), ensuring fair and equitable access for all clients.

Usage Limits: The Client's use of the AI Assistant Service is subject to usage limits and overage charges as specified in Exhibit D.

Monitoring and Notification: Suggestic will monitor usage and notify the Client in advance if usage approaches the defined limits. Upon exceeding the limit, additional charges will be applied as per the agreed rates.

Right to Suspend or Terminate: Suggestic reserves the right to suspend or terminate access to the AI Assistant services in cases of abuse or intentional overuse. Suggestic will provide notice and an opportunity to address the issue before taking such action.

Amendments: This clause may be amended occasionally to reflect changes in services or usage patterns. The Client will be notified of any material changes, and continued use of the services constitutes acceptance of the revised terms.

4. Fees; Payment

4.1 Fees; Suggestic Platform

Customer will pay Suggestic the non-refundable, non-cancellable and non-recoupable fees described in the applicable order form (collectively, the "Platform Fees"). The Platform Fees consist of Suggestic's licensing, maintenance, support and operation of the Services, including any fees based on the number of Monthly Users ("User Fees"). The definition of "Monthly Users", the User Fees, Platform Fees (together, the "Fees") and payment terms are set forth in the applicable order form.

4.2 Fees; Professional Services

In addition to the Suggestic Platform Fees, Customer will pay Suggestic for the Professional Services as set forth in an SOW (the "Service Fees"). The Service Fees, unless otherwise set forth in an SOW, will be paid up-front by Customer.

4.3 Payment Terms

Unless otherwise set forth in the applicable order form, at the end of each calendar month, Suggestic will send an invoice to Customer setting forth (i) the number of Monthly Users; (ii) the Platform Fees and the User Fees; and (iii) the total Fees payable to Suggestic. Fees are due and payable by Customer in United States dollars within 15 days after the receipt of such invoice. Interest will accrue on unpaid Fees after such 15-day period at the lesser rate of 1.5% per month or the highest rate allowed by law.

4.4 Fees for Additional Services

The Parties may mutually agree to additional services, which shall be fully described in an SOW, including the relevant scope, payment and term. Fees for Additional Services will be set forth in the SOW and payable in accordance with Section 4.3 unless otherwise agreed.

4.5 Revenue Share and Sales Commissions

Suggestic will collect the amounts based on transactions made by customers on the Suggestic Platform as set forth on the order form.

4.6 Taxes

Customer must pay all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement (other than taxes based on Suggestic's net income).

5. Term; Termination

5.1 Term

This Agreement will start on the Effective Date and, unless terminated earlier in accordance with this Agreement, will continue for the term set forth in the applicable order form ("Initial Term"). Thereafter, this Agreement will automatically renew for successive renewal terms as set forth in the applicable order form (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least 30 days before the expiration of the then applicable term.

5.2 Termination by Suggestic

Suggestic may terminate this Agreement by written notice if any of the following occurs: (i) Customer fails to pay within no more than 10 business days after written notice of nonpayment any undisputed amounts owed Suggestic; or (ii) Customer is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; or (iii) Customer files for or is adjudicated bankrupt or suffers any other analogous event.

5.3 Termination by Customer

Customer may terminate this Agreement upon the occurrence of the following: (i) Suggestic is in material breach of this Agreement, which is not cured within 30 days after written notice of such breach; (ii) Suggestic files for or is adjudicated bankrupt or suffers any other analogous event; or (iii) five (5) or more failures of Suggestic to abide by the terms set forth in Exhibit A in any 30-day period.

5.4 Effect of Termination

Upon the effective date of expiration or termination of this Agreement: (i) all outstanding SOWs and access to Suggestic Technology will automatically terminate; (ii) all outstanding payment obligations of Customer become due and payable immediately; and (iii) Customer has 30 days to request return of Customer Data, after which time Suggestic has no further obligation to store or permit retrieval of such data. After such time has elapsed, Suggestic will delete all Customer Personally Identifiable Data from its files, unless an extension has been agreed to by the Parties. At no time will ownership of Customer Data revert to Suggestic. The following provisions will survive the expiration or termination of this Agreement: Sections 2.1, 3, 5.4, 6, 7, 8, 9, and 10.

6. Confidentiality

6.1 Definition

"Confidential Information" means any information disclosed directly or indirectly by one Party ("Disclosing Party") to the other Party ("Receiving Party") pursuant to this Agreement that is either designated as "confidential" or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party's possession at the time of disclosure; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. As between the Parties, the Suggestic Technology is the Confidential Information of Suggestic, and the Customer Data is the Confidential Information of Customer.

6.2 Use; Maintenance

Neither Party shall use the Confidential Information of the other Party for any purpose except to exercise its rights and perform its obligations under this Agreement. Neither Party shall disclose Confidential Information of the other Party, except to employees or contractors of the Receiving Party with a need to know, or to its advisors or prospective investors or purchasers, each subject to a written obligation of confidentiality. Each Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of the other Party. A Receiving Party will use reasonable efforts to provide timely notice of compelled disclosure to facilitate confidential treatment of Disclosing Party's Confidential Information, and will furnish only that portion of Confidential Information that it is legally required to disclose. Suggestic may list Customer as a customer in its promotional and marketing materials, including its website.

7. Indemnification

7.1 By Suggestic

Suggestic shall (i) defend, or at its option settle, any third party claim brought against Customer to the extent it alleges that the Suggestic Platform or Customer's use of the Suggestic Platform as authorized in this Agreement (x) constitutes a direct infringement of the intellectual property rights or trade secret of any third party; or (y) violates any applicable laws, rules, or regulations; or any claim arising from Suggestic's gross negligence or willful misconduct, and (ii) pay, subject to the limitations set forth in Section 9, damages awarded in a final judgment (or amounts agreed in a monetary settlement); provided that Customer provides Suggestic: (i) prompt written notice; (ii) sole control over the defense and settlement; and (iii) all information and assistance reasonably requested. If any such claim is brought or threatened, Suggestic may, at its sole option and expense: (a) procure for Customer the right to continue to use the Services; (b) modify the Services to make them non-infringing; (c) replace the Services with non-infringing technology having substantially similar capabilities; or (d) if none of the foregoing is commercially practicable, upon 60 days prior notice terminate this Agreement.

Notwithstanding the foregoing, Suggestic will have no liability for any claim arising out of: (w) Suggestic's use of Usage Data or Customer Content as permitted by this Agreement; (x) the use of the Services in combination with software, products or services not provided or authorized by Suggestic; or (z) Customer's failure to use the Services in accordance with this Agreement ("Excluded Claims").

7.2 By Customer

Customer shall defend or, at its option, settle, any claim brought against Suggestic arising from any Excluded Claim, including without limitation any claim that Customer Content infringes third party proprietary rights. Customer will pay damages finally awarded against Suggestic (or the amount of any settlement Customer enters into) with respect to such claim; provided that Suggestic provides Customer with: (a) prompt written notice; (b) sole control over the defense and settlement; and (c) all information and assistance reasonably requested. Customer shall have no obligations under this Section if such Claims are caused by Suggestic's breach of this Agreement.

8. Warranties; Disclaimer

8.1 Mutual Warranties

Each Party represents and warrants to the other that: (i) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses set forth herein, and to perform its obligations hereunder; (ii) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; and (iii) no authorization or approval from any third party is required in connection with such Party's execution, delivery, or performance of this Agreement.

8.2 Suggestic's Warranties

Suggestic represents and warrants to Customer that all components of the Suggestic Technology are either owned by Suggestic or Suggestic has obtained all necessary permissions or licenses for their use. Suggestic represents and warrants that (A) Suggestic will use commercially-reasonable efforts to ensure that the Suggestic Platform uses industry-standard software and will be compatible with customary technology; (B) Suggestic has performed a reasonable risk assessment and agrees to implement appropriate technical and organizational safeguards to protect and keep secure any Customer Data to which it has access in connection with the Services. Suggestic represents and warrants that it will use all commercially-reasonable efforts to ensure that the Suggestic Platform is protected against security risks and vulnerabilities, including: (a) implementing security procedures that are, at a minimum, at least as secure as those available in the most-recent versions of commercially available web hosting products; (b) secure TLS encryption of all data transmissions; (c) password protected access and user IDs; (d) automatic log off after a specified period of inactivity; and (e) isolation of Customer Data into separate (physically or logically) databases.

Suggestic will notify Customer within 48 hours of becoming aware of any actual or threatened security breach or unauthorized access to Customer Data, so that Customer may meet any applicable regulatory notification obligations. Suggestic represents and warrants that Suggestic and the Suggestic Platform shall conform to all applicable laws, ordinances, statutes, treaties, rules, judgments and regulations whether federal, state, county, local, or otherwise.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EXHIBIT C), EACH PARTY HEREBY DISCLAIMS ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING OR RELIANCE. SUGGESTIC DOES NOT WARRANT THAT ANY THIRD-PARTY SERVICES, CONTENT OR FUNCTIONALITY OR THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ITS SECURITY MEASURES WILL PREVENT THIRD PARTY ACCESS TO CUSTOMER DATA. Without limiting anything in this Section 8, Customer acknowledges and agrees that Customer is solely responsible for establishing the terms of its relationships with Users of the Suggestic Platform, and for all losses or liabilities arising therefrom.

9. Limitation of Liability

9.1 Limitation of Liability

EXCEPT FOR SUGGESTIC'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7.2, OR EITHER PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND THE PARTIES' INDEMNIFICATION OBLIGATIONS, NEITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.

9.2 Limitations and Exclusions

THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO DAMAGES OR LIABILITIES ARISING FROM: (i) A BREACH OF SECTION 6 (CONFIDENTIALITY); (ii) CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION; (iii) PERSONAL INJURY OR DEATH OR DAMAGE TO ANY REAL OR TANGIBLE PERSONAL PROPERTY CAUSED BY EITHER PARTY'S NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT; OR (iv) THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF EITHER PARTY.

10. General Provisions

10.1 Assignment

Neither Party may assign this Agreement nor any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without written consent as part of a corporate reorganization, change of control, consolidation, merger, reincorporation, or sale of all or substantially all of its assets related to this Agreement, provided that the assignee is not a competitor of the other Party. Notwithstanding the foregoing, Customer shall have the right to assign this Agreement to an affiliated entity without the prior consent of Suggestic.

10.2 Force Majeure

Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage, pandemic, or dispute, governmental act or failure of the Internet. The delayed Party shall give the other Party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

10.3 Governing Law

This Agreement shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the State of California.

10.4 Miscellaneous

This Agreement (together with the Exhibits and/or SOWs hereto) is the sole agreement of the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings with respect to said subject matter. Order of precedence: this Agreement, Exhibits, SOW. This Agreement may only be amended by a writing signed by both Parties. The relationship between the Parties shall be that of independent contractors. Suggestic may use subcontractors and may delegate any of its obligations under this Agreement or SOW to subcontractors in its sole discretion, provided that any subcontractor who processes Customer Data or Private Data on Suggestic's behalf shall be bound by data protection obligations no less protective than those in this Agreement, and Suggestic shall remain liable for any breach by such subcontractors of those obligations. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. Each Party agrees to comply with all applicable export control laws and regulations.

10.5 Arbitration

All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in healthcare and technology and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.