Advertising Services Agreement

THIS ADVERTISING SERVICES AGREEMENT (this “Agreement”) is entered into as of the effective date designated on the signature page hereto (the “Master Effective Date”), between Veriheal Inc., a Delaware corporation with a mailing address of Veriheal, Inc. 1700 E 17th Ave Suite 200 Denver, CO 80218 (“Veriheal”, “we”, “us” or “our”) and the entity identified by name, corporate domicile and principal address on the signature page of each Order (“Company”). Certain additional capitalized words and phrases in this Agreement have special meanings that are provided in Section 12, or if not so defined, are indexed in Section 12. The English language version of this Agreement is the controlling version regardless of any translation.

1. Background and Purpose. Veriheal is a healthcare technology company with a mission to provide interested consumers with personalized cannabis education and wellness. As part of that mission, Veriheal provides dispensaries and others in the cannabis business ecosystem with digital marketing, advertising and promotional services including placement of advertising and marketing campaigns (“Campaigns”) and lead generation in an effort to acquire consumers (collectively, the “Services” as mores specifically defined and described in each Order). Company is a dispensary or other business operating in the legal cannabis market and desires to engage Veriheal for the performance of certain Services.

2. Ordering. This Agreement establishes the legal terms and conditions governing the Services. The specific types of Service you purchase, will be identified in a print or electronic ordering document we provide (each, an “Order”). Orders further specify pricing and related provisions. We may provide draft Orders to prospective customers who request proposals for the Services (“Proposals”). Proposals may be modified or revoked by us at any time unless we indicate otherwise. Proposals may have multiple draft iterations resulting from our discussions with you. Proposals are not binding as Orders until accepted and signed by your authorized representative and counter-signed by our authorized representative. References to Orders include all supplemental terms or policies that may be referenced or linked to within that Order. You may request additional Orders under this Agreement and do not need a separate or new set of terms to make additional purchases of the Services in the future. Taken together with this Agreement, each Order forms a separate contractual arrangement between you and Veriheal. All references hereinafter to this “Agreement” refer to each such individual contractual arrangement.
Our performance of the Services requires your reasonable and timely cooperation including access to your information or personnel. We are not responsible for any failures or delays caused by your failure to so cooperate.

3. IPR Ownership; Rights.

3.1 IPR Ownership. As between you and Veriheal, all IPR in and to the Services and all of their derivative works and improvements as well as anything created under Section 0, and the Qualified Leads Portal (defined below) are owned or licensed by, and are proprietary to, Veriheal.

3.2 Company Content. As between Company and Veriheal, all IPR in and to Company Content are owned by Company. You hereby grant to us a worldwide, perpetual, irrevocable, non-exclusive, license to possess and use the Company Content in any lawful manner necessary to carry out the activities needed to deliver the Services. You hereby represent and warrant to us that: (a) Company Content is complete, correct and current; and (b) you have all right and authority necessary to lawfully transfer Company Content to us for use in the Services and as otherwise contemplated hereby. To the extent Company Content may include Personal Data you hereby expressly consent to our possession, use and sharing of the Personal Data to the same degree as described by the foregoing license. As between you and Veriheal, you are solely responsible for ensuring you have the necessary authorization of such individuals to provide the foregoing consent with respect to Personal Data deemed to be theirs. We have no obligation to prescreen or review any Company Content prior to its posting and distribution and as between the you and Veriheal, Company bears all risk and Veriheal is not responsible or liable with respect to any Company Content, including errors or omissions therein, its distribution in accordance with this Agreement, or sites and related content linked therefrom. Failure of Company to meet any deadlines or other requirements required for Company Content may result in additional charges and changes in publication or distribution dates.

3.3 Acceptable Company Campaign Content. For Company Content submitted by you in connection with a Campaign hereunder (“Company Campaign Content”), Company shall ensure that such Company Campaign Content is truthful, accurate, complies with all applicable laws, regulations, and FTC and industry guidelines and is consistent with and does not bring disparagement, harm to reputation, or other damage to Veriheal’s brand. Examples of violations to the foregoing standard include, but is not limited to, Company Campaign Content that (a) facilitates or promotes illegal products, services or activities; (b) is indecent, vulgar, suggestive, profane, or offensive; (c) discriminates against people based on attributes; (d) infringes upon or violates the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; (e) is shocking, sensational, inflammatory or violent; (f) promotes cheating, dishonest or deceitful practices or behavior; (g) contains deceptive, false or misleading claims; (h) includes viruses, spyware, malware, or other damaging code or any software that results in unexpected or deceptive experience; or (i) paints a negative picture of the legal cannabis industry. All determinations of the application of this Section shall be within the sole discretion of Veriheal. We may reject or remove Company Campaign Content at any time if such Company Campaign Content is inconsistent with the standard in this Section regardless of whether the Company Campaign Content has been accepted or displayed for any period of time and with or without prior notice. We may also postpone or cancel any Services relating to Company Campaign Content if you are in breach of this Section. In the event we reject or remove Company Campaign Content or otherwise postpone or cancel any Services as permitted under this Section, you shall remain responsible for all Fees hereunder. Veriheal reserves the right to make non-material revisions or modifications to any Company Campaign Content for editorial purposes or in order distribute it through the applicable medium (e.g., formatting or mechanical or technical specifications).

3.4 Custom Campaign Content. To the extent that the Services include Veriheal’s creation and delivery of content for a Campaign (“Custom Campaign Content”), any specifications for such Custom Campaign Content shall be set forth in the applicable Order. Customer Campaign Content shall be approved by you prior to its distribution in connection with any Campaign. Upon request from Company made within 10 days of the Campaign end date and provided you are current on all payment obligations to us, Veriheal will deliver the digital file containing your Custom Campaign Content (“Custom Campaign Files”) and hereby grants you a royalty-free, non-transferable, non-assignable (except as set forth in Section 9), worldwide, perpetual, license to use the Custom Campaign Content as it exists in the Custom Campaign Files for Company’s internal use limited to Company’s marketing or advertising purposes only. The non-transferable and non-assignable nature of the foregoing license means you may not provide the Custom Campaign Files or the license rights to another agency.

3.5 Qualified Leads. Notwithstanding Section 3.1, as between Company and Veriheal, all contact information from those consumers who have submitted such information to Veriheal and indicated an interest in being contacted by a dispensary (“Qualified Leads”) remain the sole property of Veriheal unless and until converted to an actual customer of Company. Prior to such time, you shall not, and are expressly prohibited from sharing or re-selling any Qualified Leads to any other party. If, prior to conversion to an actual customer, the consumer who is the data subject of any Qualified Lead makes a data subject rights request under applicable law, Company shall promptly notify Veriheal and Veriheal shall be the sole party to contact the data subject. Company shall be solely responsible, and indemnify Veriheal per Section 8, for all such requests or any other matters involving data privacy or security laws following conversion to a direct customer of Company. To the extent that you are provided with access to a software portal in connection with the Services for Qualified Leads (“Qualified Leads Portal”), we grant you a non-exclusive, non-sublicensable, non-transferable, and revocable license for use of such Qualified Leads Portal during the term of the applicable Order. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services related to Qualified Leads as provided by Veriheal, in the manner permitted by this Agreement. You may not copy, modify, distribute, sell, license, lease, or create derivative works of any part of the Qualified Leads Portal, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

4. Fees, Taxes, Expenses and Payments. The fees for Services purchased (the “Fees”) together with any additional payment information are listed in each applicable Order. Veriheal will provide Company with a single invoice reflecting the Fees due for the relevant invoicing period and such invoice will be payable upon receipt. Company will provide accurate billing and contact information to Veriheal and notify Veriheal of any changes to such information. Your obligation to pay under any one Order is not contingent on your entering into or our performing under any other Order now or in the future. Fees do not include Company Taxes, nor do they include expenses we may incur for your direct benefit, which will be incurred in accordance with your applicable expense-reimbursement policies, if so requested, provided that the relevant policies are provided to us in writing in advance. If Veriheal has the legal obligation to pay or collect Company Taxes, Veriheal will invoice Company and Company will pay that amount unless Company provides Veriheal with a valid tax exemption certificate authorized by the appropriate taxing authority. Company acknowledges that the provision of Services is contingent on the payment in advance of all Fees and other amounts set forth in an invoice and that Veriheal is under no obligation to begin the performance of any Services prior to Company’s payment of such amounts. Payment obligations are non-cancelable and Fees paid, including pre-paid Fees, are non-refundable regardless of the cause for termination or expiration.

5. Term and Termination.

5.1 Term of this Agreement. Unless earlier terminated pursuant to this Section, your right to place Orders commences on receipt of your first Order or Proposal form us, and continues until the later of the first anniversary of the Master Effective Date or for so long as at least one Order is continuously in effect (the “Initial Master Term”). Thereafter your right to place Order will, unless we provide contrary notice to you, automatically renew for successive one year renewal terms or for so long as at least one Order remains continuously in effect, whichever is longer (each a, “Renewal Master Term”; the Initial Master Term and all such Renewal Master Terms collectively, the “Master Term”). You acknowledge that the Master Term is different from the term of each individual Order and the Agreement formed thereby (the “Order Term”). You may need to purchase renewal rights for an Order prior to expiration of the Master Term. Unless earlier terminated, or if different renewal terms are expressly set forth therein, each Order shall, except where one party provides the other with 45 days advance written notice of non-renewal, automatically renew for successive renewal terms commensurate with its initial Order Term.

5.2 Termination. If an obligation under an Agreement is materially breached, the non-breaching party may provide written notice specifying the nature of the breach and the breaching party will have 30 days from receipt of notice to cure. If not so cured, the non-breaching party may terminate the applicable Order or Orders (and all Agreements formed by them) affected by the breach by providing a second written notice of immediate termination. In addition, all Orders shall terminate automatically and immediately upon your insolvency or any attempt by you to obtain protection from creditors or wind down operations, unless otherwise agreed by us in a written notice. If an Order is terminated by either party or expires pursuant to its terms, then you must pay any outstanding amounts due to us, and all copies and embodiments of our confidential information must be returned. We have no obligation to return any Company Content submitted to us by or on behalf of Company, and we shall have no liability for its loss or destruction.

6. Confidentiality and Privacy. All confidential, non-public information one party receives from the other in its performance of an Agreement, including the contents of this Agreement and all Orders, shall be held in strictest confidence and shall not, without the express written consent of the disclosing party, be used or disclosed except to those of the receiving party’s employees, service providers, and individual independent contractors who are bound to substantially similar obligations of confidentiality and have a need to know or as required by law. If the parties entered into a separate confidentiality agreement prior to entering into this Agreement, the non-disclosure, non-use provisions and the definitions of “confidential information” thereunder shall control over this Section. All other terms of such separate confidentiality agreement shall be deemed superseded and replaced by this Agreement and thus null and void. Personal Data collected as part of the Services is processed by us in accordance with our then-current published privacy policy found here: Privacy Policy – Veriheal.

7. Warranties. Company represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) neither this Agreement, nor the performance of its obligations hereunder, shall knowingly make Veriheal liable to any third-party claim of interference with contract or business expectancies or any related or similar claims; and (c) the individual completing the Agreement has the authority to legally bind Company. TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND NON-INFRINGEMENT); AND (B) WE DO NOT WARRANT THAT THE SERVICES MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR ARE ERROR FREE. WE DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICES OR SERVICES RESULTS INCLUDING THE NUMBER OF PERSONS WHO WILL ACCESS ANY CUSTOMER CONTENT OR ANY BENEFIT CUSTOMER MIGHT OBTAIN FROM THE SERVICES.

8. Indemnity and Limitation of Liability. You will indemnify, defend and hold us harmless from all third party claims or causes of action (including investigations) and any resulting damages, costs, expenses, or fines (including reasonable legal costs) arising from Company Content, use of Custom Campaign Content and Custom Campaign Files whether by Veriheal pursuant to the terms hereunder or Company, your breach of an Agreement including violation of any applicable policies and the warranties in Section 3.2 and 7, and the acts and omissions of Company with respect to the Qualified Leads, including compliance with any and all applicable laws, regulations, and FTC and industry guidelines, such as the CAN-SPAM Act and the Telephone Consumer Protection Act of 1991 (in each case as amended) and Company’s provision of any goods or services (including cannabis or cannabis-related products) thereto. WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR LOST DATA AND OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH ALL AGREEMENTS WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUIVALENT TO THE FEES ACTUALLY RECEIVED BY US UNDER THE ORDER OUT OF WHICH THE CLAIM AROSE DURING THE SIX MONTHS IMMEDIATELY PRECEDING ASSERTION OF THE CLAIM. You must bring all claims and causes of action within six months of their being discovered or six months after expiration or termination of the Order out of which the claim arises, whichever occurs first. The limitations and exclusions in this Section apply to all claims or causes of action under whatever theory brought and regardless of whether we were advised of the possibility of the claim.

9. Assignment. You may not assign or transfer this Agreement, and/or any Order unless you make a request in writing in advance and we reply in writing consenting to your request. We may require you and the proposed assignee/transferee to agree to additional terms or pay additional fees. We do not give blanket consents, so you will follow these procedures for each additional or subsequent transfer or assignment you or your permitted assignees/transferees wish to make. Any change in the ownership or control of Company or your parent entity will be considered a transfer requiring our written consent to the same extent as other attempted assignments or transfers. As used herein, the term “control” has the meaning given to it under the United States Securities Exchange Act of 1934.

10. Miscellaneous. We reserve the right to modify this Agreement upon 90 days notice provided that such modifications shall apply only to Orders entered into thereafter. Headings and captions are used for convenience of reference only. This Agreement and each Order may be signed in separate, identical counterparts deemed to be one instrument. Electronic mail shall suffice as a written notice for all operational notices by Veriheal to Company sent to the address specified on the Order under which notice is being made. All other notices must be sent by certified mail or reputable overnight courier to the address specified for each party and deemed given three (3) business days after sending. The laws of the District of Columbia will govern all Agreements without regard to the principles of conflicts of laws. All disputes arising out of (or relating to) an Agreement shall be brought in the appropriate state or federal court located in the District of Columbia, and such courts will have exclusive substantive and procedural jurisdiction. The prevailing party in any dispute is entitled to the recovery of reasonable legal fees and expenses. Failures in performance beyond a party’s reasonable control are excused. Unenforceable provisions will be reformed to permit enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. Nothing in an Agreement is intended to create an agency, partnership, joint venture, or franchise between the parties and except as may be expressly stated in an Order, neither party has the authority to act in the name or on behalf of or otherwise to bind the other. In performing its obligations under each Agreement, each party is acting as an independent contractor of the other and is solely responsible for the supervision, daily direction, and control of its own employees and for the payment of their salaries and benefits and related compensation (including employer-source deductions). We may issue a press release or make other public announcements concerning this Agreement and/or Orders. In addition to the Company Content terms of Section 3.2, we may use your name and logo externally in a manner consistent with your corporate communications policies (to the extent made available to us) but in all events reasonably.

11. Entire Agreement and Survival. This Agreement and each Order are the entire agreement between the parties with respect to the Services under them and supersede all previous or contemporaneous written and verbal agreements or proposals relating to the same subject matter, including any Proposals not converted to Orders, and cannot be modified except by written agreement referencing the specific provisions modified. Conflicts between this Agreement and an Order with respect to amounts or timing of payments will be resolved in favor of the Order. All other conflicts will be resolved in favor of this Agreement. Purchase orders or similar documents issued by you or your agents are void and of no effect. If your procurement processes require use of an internal purchase order neither it nor its terms shall supersede, replace, or amend this Agreement. Sections 3, 6, 7, 8 and those portions of Sections 4, 5.2, 10, and 11 that by their nature should survive, each shall survive termination or expiration of this Agreement.

12. Definitions and Interpretation. The word “including” is exemplary meaning “including without limitation” or “including, but not limited to.” The words “shall,” “will,” and “must” are obligatory and require performance of the stated condition, etc. The word “may” is intended to be permissive, imparting a right, but not an obligation, to perform. References to days mean calendar days unless otherwise indicated. This Section defines, in both their singular and plural forms, all capitalized terms used in this Agreement, other than those grammatically required to be capitalized.

“Agreement” is defined in Section 2.

“Campaign” is defined in the initial paragraph.

Company: “Company,” “you,” or “your” means each specific entity identified by name, corporate domicile, and principal address on each applicable Order. “Company Campaign Content” is defined in Section 3.3. “Company Content” means all data provided by Company to Veriheal to be used as part of the Service. “Company Taxes” means applicable sales, use, value-added, or excise taxes or government charges all of which are payable by you, excluding taxes on our income.

Custom: “Customer Campaign Content” is defined in Section 3.4. “Customer Campaign Files” is defined in Section 3.4.

“Fees” is defined in Section 4.

“Veriheal,” “we,” “us,” or “our” is defined in the initial paragraph.

“Initial Master Term” is defined in Section 5.1.

“IPR” means intellectual property rights (including copyrights, trademarks and patents), proprietary rights (including trade secrets), and moral rights (including rights of authorship and modification) throughout the world.

Master: “Master Effective Date” means the date is established by the effective date of your first Order. “Master Term” is defined in Section 5.

Order: “Order” is defined in Section 1 and references to Order further includes all supplemental terms or policies specifically referenced or linked to therein. “Order Term” is defined in Section 5.1.

“Personal Data” means those portions of Company Content that are defined as “personal information”, “personally identifiable information”, “non-public personal information”, “personal data” or the like under applicable law.

“Proposals” is defined in Section 2.

Qualified Leads: “Qualified Leads” is defined in Section 3.4. “Qualified Leads Portal” is defined in Section 3.4.

“Renewal Master Term” is defined in Section 5.1.

“Services” is defined in the initial paragraph.

“Terms of Service” is defined in the initial paragraph. The Terms of Service apply to customers of the Services and are separate and distinct from the Terms of Use and Conditions posted on our website, which are applicable to general website visitors.