Veritas Health, LLC Master Service Agreement

<p style="margin-top:2rem;"><img width="300" alt="Veritas Health Logo" src="https://res.cloudinary.com/da1molee1/image/upload/c_fill,w_300/veritas-…;

<p>This Agreement governs all services between the company or other legal entity that you represent (“You”, “Your” or “Client”), on the one hand, and Veritas Health, LLC (hereinafter “VH”) owner/operator of <a href="//www.Spine-health.com">Spine-health.com</a&gt;, <a href="//www.Arthritis-health.com">Arthritis-health.com</a&gt;, <a href="//www.Sports-health.com">Sports-health.com</a&gt; and <a href="//www.pain-health.com">Pain-health.com</a>.</p&gt;

<p>BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU," "YOUR" OR “CLIENT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES, AND THAT YOU SHALL BE RESPONSIBLE FOR ALL ACTS AND OMISSIONS OF SUCH ENTITY AND ITS AFFILIATES UNDER THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. </p>

<p>This Agreement was last updated on June, 26th, 2017. It is effective between Client and VH as of the date of you accepting this Agreement.</p>

<p><strong>Table of Contents:</strong></p>
<ol>
<li>Definitions</li>
<li>VH Responsibilities</li>
<li>Term and Termination</li>
<li>Fees and Payment</li>
<li>Confidentiality</li>
<li>Indemnification</li>
<li>Representations and Warranties</li>
<li>Disclaimer</li>
<li>Miscellaneous</li>
</ol>

<p><strong>1. Definitions:</strong></p>
<ol type="a">
<li>“Agreement” means this Veritas Health, LLC Master Agreement.</li>
<li>“Content” means the information obtained from publicly available sources or provided to you by VH or pursuant to a VH Order Form.</li>
<li>“Order Form” means an ordering document specifying services to be provided by VH and entered into by authorized representatives of you and VH. Order Forms are governed by the provisions of this Agreement as described herein. Order Forms may include but are not limited to additional addenda and/or supplemental Order Forms.</li>
<li>“Client Information” means your confidential information that you provide to VH and mark as “confidential” or “proprietary.” Notwithstanding the foregoing, “Client Information” shall not include information that VH possessed or had access to prior to first disclosure by you, information that you publish or which otherwise enters the public domain without fault of VH, or information that is independently developed by VH without use of or reference to Client Information</li>
<li>“Services” means the products and/or services that are ordered by you pursuant to an Order Form and made available to you by VH, including associated offline components, as described in the Order Form and/or this Agreement. </li>
<li>"We," "Us" or "Our" means VH and/or VH websites.</li>
<li>"You," "Your," or “Client” means the company or other legal entity for which you are accepting this Agreement, and affiliates of that company or entity. </li>
<li>“Parties” means VH and You.</li>
</ol>

<p><strong>2. VH Responsibilities</strong></p>
<ol type="a">
<li>Provision of Services. VH will serve all Content and Services to Client pursuant to this Agreement and the applicable Order Form(s). </li>
<li>VH Personnel. VH will be responsible for its employees and their compliance with VH’s obligations under this Agreement and the applicable Order Form(s).</li>
<li>Orders. When the parties mutually agree that Services should be provided to Client by VH, VH will prepare an Order Form to describe such Services, which will be effective when signed by duly authorized representatives of each party.</li>
</ol>

<p><strong>3. Terms and Termination: </strong></p>
<ol type="a">
<li>This Agreement commences on the date Client first accepts it and continues until all Services as described in the Order Form(s) have expired or have been terminated for at least ninety (90) days and either party provides notice of its intent to terminate this Agreement to other party.</li>
<li>Upon expiration or termination of any Order Form(s) for any reason, Client shall pay VH all unpaid amounts due for Services completed under such Order Form(s) prior to such expiration or termination. Upon expiration or termination of this Agreement for any reason, Client shall pay VH all unpaid amounts due for Services completed under this Agreement prior to such expiration or termination. </li>
</ol>

<p><strong>4. Fees and Payment: </strong></p>
<ol type="a">
<li>Client will pay all fees specified in Order Forms. </li>
<li>Except as otherwise specified herein or in an Order Form,
<ol>
<li>First payment is required before campaign launch date as specified in the Order Form.</li>
<li>Payment obligations are non-cancelable and fees paid are non-refundable.</li>
<li>Quantities purchased cannot be decreased during the relevant Order Form term.</li>
</ol>
</li>
<li>Invoicing and Payment:
<ol>
<li>Client will provide VH with complete, accurate and updated credit card information, or alternative payment reasonably acceptable to VH</li>
<li>Client is responsible for notifying VH of any changes to billing and contact information.</li>
<li>If Client pays via credit card, Client hereby authorizes VH to charge such credit card for all fees listed in the Order Form. </li>
<li>Such charges shall be made in advance, either annually or in accordance with the billing frequency stated in the applicable Order Form. </li>
<li>Invoiced charges are due net thirty (30) days from the invoice date, unless otherwise stated in the Order Form </li>
</ol>
</li>
<li>VH reserves the right to charge interest on past-due invoices at the rate of the lesser of 1.5% and the greatest amount permitted under applicable law, in each case on a monthly basis. </li>
<li>VH reserves the right to suspend Services if you are past due on payment of invoices, which suspension will not impact or affect your continuing obligations under this Agreement.</li>
<li>Client agrees to pay VH for all Services authorized and performed under an Order Form and authorized expenses incurred up through the expiration or termination date of any such Order Form and this Agreement. </li>
</ol>

<p><strong>5. Confidentiality: </strong></p>
<ol type="a">
<li>During the Agreement term and in perpetuity thereafter, Client shall not disclose pricing or terms set forth hereunder or in any Order Form to any third party without the prior written consent of VH. Customer shall safeguard all such information with the same degree or greater degree of care it uses to safeguard its own confidential or proprietary information (but no less than reasonable care). Client shall, upon becoming aware of any unauthorized disclosure of such information, promptly notify VH and provide reasonable assistance to VH in remedying such disclosure.</li>
<li>VH will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Information. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Information from VH personnel except (1) to provide the Services, (2) to prevent or address service or technical problems, (3) as compelled by law, or (4) as Client expressly permits in writing.</li>
</ol>

<p><strong>6. Indemnification</strong></p>
<ol type="a">
<li>For the purposes of Section 6c, “VH” shall mean and include VH and its members, managers, employees, agents, all physicians affiliated with VH, including medical advisors, contributing authors, physician members, contract employees, and freelancers of VH.</li>
<li>For purposes of this section, “Claims” means losses, actions, liabilities, damages, expenses, and reasonable attorneys’ fees and court costs.</li>
<li>Client agrees to indemnify, defend, and hold VH harmless from and against any and all liability, loss, actions, damage, claim, causes of action, costs, and expenses (including reasonable attorneys’ fees and court costs) caused or asserted to have been caused, directly or indirectly, by or as a result of: (i) any negligent or willful misconduct by Client or any other acts or omissions by Client, its shareholders, agents, employees, contractors, or subcontractors; (ii) Client’s breach of its obligations under this Agreement, including without limitation any breaches by Client of Section 7; (iii) actions taken by Client, its affiliates, distributors, associated physicians, product users, or any other Parties in connection with Client advertisements, video, and/or related advertising program elements, products, or associated advice that is provided; or (iv) any alleged or actual infringement, misappropriation or other conflict with any third party intellectual property rights by any advertising program elements provided to VH hereunder; or (v) allegations that Client has content, ads, or any other advertising program elements running on either Party’s websites or in other distribution channels (e.g., newsletters, marketing brochures) that are not in accordance with FDA or other legal/regulatory guidelines/requirements or law or are claimed by any third party to be misleading or false. VH shall be permitted to choose its own counsel for the defense of any such claim and Client shall be responsible for any attorneys’ fees and costs related to the defense. VH shall provide notice to Client as soon as is reasonably possible of any claim, provided, however, Client shall only be relieved of its indemnification obligations hereunder to the extent Client is materially prejudiced by any delay in notification by VH. </li>
<li>VH shall indemnify, hold harmless, and defend Client, its managers, officers, directors, shareholders, and employees, and contract employees from and against any and all liability, loss, damage, claim, cause of action, costs, and expenses (including reasonable attorneys’ fees) caused or asserted to have been caused, directly or indirectly, by or as a result of any negligent or willful misconduct by VH or any other acts or omissions by VH or its shareholders, agents, employees, contractors, or subcontractors. Client shall be permitted to choose its own counsel for the defense of any such claim and VH shall be responsible for any attorneys’ fees and costs related to the defense. Client shall provide notice to VH as soon as is reasonably possible of any claim, provided, however, that VH shall only be relieved of its indemnification obligations hereunder to the extent VH is materially prejudiced by any delay in notification by Client.</li>
</ol>

<p><strong>7. Representations and Warranties: </strong></p>
<ol type="a">
<li>VH is not responsible for any advice, treatment, or other services provided by Client. Client, and not VH, is responsible for ensuring that Client’s advertisements, content, and/or any other advertising program elements running on www.arthritis-health.com, www.spine-health.com, www.sports-health.com, and www.pain-health.com, its own website, and any other distribution channels (e.g., newsletters, marketing brochures, video displays) have received all necessary approvals and comply with all applicable federal, state, and local laws and regulations, including without limitation those relating to direct-to-consumer advertising (e.g., FDA labeling requirements). Client takes sole responsibility for final approval of all advertising program elements used or accessible in conjunction with VH campaigns, including advertising program elements created by Client and advertising program elements created, drafted, or edited by VH. </li>
<li>Client represents, warrants and covenants to VH: (i) that Client has all necessary permits, licenses, and clearances to use the Content contained in the ads and related advertising program elements Client provides to VH; (ii) Client has the right, authority and any required permission and consent to enter this Agreement; (iii) all Content and other advertising program elements provided to VH hereunder are, and will be updated to remain, current and accurate; (iv) all Content and other advertising program elements provided to VH hereunder are free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any VH system data or information; and (v) all Content and other advertising program elements provided to VH hereunder (1) do not and will not violate any applicable law, statute, directive, ordinance, treaty, contract, regulation, or any VH policy, guideline, or specification provided or made available to you; (2) do not and will not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity; (3) do not and will not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy; and (4)are not and will not be or contain false, deceptive, misleading, unethical, defamatory, libelous or threatening, or contain pornographic, hate-related or violent content.</li>
</ol>

<p><strong>8. Disclaimer</strong></p>
<ol type="a">
<li>VH does not make any representation or warranty as to the accuracy or completeness of the Services provided by VH, and VH shall not have any liability whatsoever as a result of the use of such Services. VH DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL VH BE LIABLE TO CLIENT OR ANY THIRD PARTIES FOR ANY SPECIAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, OR INCIDENTAL LOSS OR DAMAGES OF ANY KIND, HOWEVER CAUSED, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR ANY ACCOMPANYING ORDER FORM. ANY LIABILITY OF VH IN CONNECTION WITH THIS AGREEMENT OR ANY ACCOMPANYING ORDER FORM, UNDER ANY CAUSE OF ACTION OR THEORY, IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY CLIENT TO VH PURSUANT TO THIS AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.</li>
</ol>

<p><strong><u>9. Miscellaneous: </u></strong></p>
<ol type="a">
<li><u>No modification.</u> VH reserves the right in its sole discretion to disprove and/or request changes to any Client-provided Content or other advertising elements, at any time and for any reason. VH will not run, edit, or modify any Content or other advertising elements without express approval from Client. VH will use all approved ads in material compliance with the terms in this Agreement and in any written instructions provided by Client. VH shall have the right to immediately remove any Content or other advertising program elements that are not in accordance with the representations, warranties, and covenants made by Client under Section 7.</li>
<li><u>Force Majeure.</u> Excluding payment obligations, neither VH nor Client are liable for delay or default in the performance of their respective obligations under this agreement if such delay or default is caused by conditions beyond their reasonable control, including but not limited to fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, labor disputes, strikes, acts of God, or any other “force majeure” event.</li>
<li><u>Entire Agreement.</u> This Agreement constitutes the entire Agreement between the parties and supersedes any oral or written understandings, commitments or agreements, pertaining to the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any inconsistent term or condition in Agreements prior to the executed date of this Agreement is void. In the event of any conflict or inconsistency among the terms of the following documents, the order of precedence shall be:
<ol>
<li>This Agreement</li>
<li>The applicable Order Form</li>
<li>Other Documentation</li>
</ol>
Notwithstanding the foregoing, the terms of an Order Form may supersede the terms of this Agreement if the terms that are superseded are specifically identified in the terms of the Order Form.</li>
<li><u>Severance.</u> Any portion of this Agreement which shall be deemed void or unenforceable or contrary to public opinion, shall be deemed severed from this Agreement, without affecting the remaining provisions of this Agreement.</li>
<li><u>Counterparts.</u> This Agreement shall be effective when you either click a box indicating your acceptance of this Agreement, or when you execute an Order Form that references this Agreement.</li>
<li><u>Assignment.</u> Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.</li>
<li><u>Relationship of the Parties.</u> The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.</li>
<li><u>Authorization.</u> By their execution of their agreement, each party acknowledges and represents that the persons signing on behalf of the respective parties have been authorized to execute this agreement. This Agreement may not be modified or amended except by a written document executed by an authorized representative of the party against whom the modification or change is sought to be enforced. </li>
<li><u>Survival.</u> Any provision of this Agreement, including but not limited to Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Representations and Warranties, Disclaimer, Force Majeure and Choice of Law, which imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.</li>
<li><u>Choice of Law.</u> The Agreement shall be governed by the laws of the State of Illinois, with the exception of its conflict of law provisions. Any lawsuit arising out of or relating to this Agreement shall be venued in State Court, in Lake County, Illinois or in Federal Court in the Northern District of Illinois.</li>
<li><u>Client Personnel.</u> Client will be responsible for its employees and their compliance with Client’s obligations under this Agreement and the applicable Order Form(s).</li>

</ol>