THIS TECHNOLOGY PLATFORM TERMS OF SERVICE (the “Agreement”) governs Company’s access to and use of the Really Global Technology Platform. By creating an account, clicking “I agree” or a substantially similar acceptance mechanism, electronically signing this Agreement, or otherwise affirmatively accepting this Agreement through a written or electronic process provided or approved by Really Global, Company agrees to be bound by this Agreement.

Company acknowledges and agrees that Really Global’s Privacy Policy and any applicable data-processing terms, notices, or addenda are incorporated by reference into this Agreement to the extent applicable to Company’s access to and use of the Technology Platform, including, without limitation, the Really Global Data Processing Agreement (the “DPA”), which is incorporated automatically, without any separate signature or separately executed agreement, where the processing involves personal data subject to the GDPR, UK GDPR, Swiss FADP, or any similar data-protection law. Company represents that it has had a reasonable opportunity to review those documents.

For purposes of this Agreement, Alden Global Inc., doing business as “Really Global,” is referred to as “Really Global.” The individual, sole proprietor, professional corporation, company, clinic, group, organization, or other legal entity creating, accessing, or using an account on the Technology Platform is referred to as “Company.” If an individual creates, accesses, or uses an account on behalf of an entity, that individual represents and warrants that the individual has authority to bind that entity, and both the individual and the entity are responsible for compliance with this Agreement to the maximum extent permitted by applicable law. Really Global and Company are each a “Party” and collectively the “Parties.”

RECITALS

WHEREAS, Company independently offers or intends to offer licensed and non-licensed mental health-related services (collectively, “Mental Health Services”), as applicable, through or in connection with the Technology Platform;

WHEREAS, Really Global owns and operates a technology marketplace and administrative software platform that enables independent providers and provider organizations to access platform functionality, including, without limitation, profile, listing, communication, scheduling, payment-facilitation, administrative, and related technology tools; and

WHEREAS, the Parties desire for Really Global to make available the Technology Platform and related Technology Platform Services, and to grant Company a limited, non-exclusive, non-transferable right to access and use certain platform functionality and materials, subject to the terms of this Agreement.

NOW, THEREFORE, the Parties agree as follows:

0. DEFINITIONS.

Unless otherwise defined in this Agreement, capitalized terms have the meanings set forth in this Section or in the section where they are first introduced. Section, subsection, and Appendix references are to this Agreement unless otherwise stated.

“Agreement” means this Technology Platform Terms of Service, together with the Privacy Policy, the DPA, all appendices, fee schedules, applicable data-processing terms, notices, addenda, or agreements, applicable feature terms, and Really Global’s then-current policies and operational practices that are incorporated by reference or accepted by Company.

“Client” means any individual who accesses, books, schedules, communicates with, pays for, receives, requests, or otherwise uses or interacts with services offered by Company through or in connection with the Technology Platform.

“Company” has the meaning set forth in the introduction to this Agreement.

“DPA” has the meaning set forth in the introduction to this Agreement and refers to the Really Global Data Processing Agreement, as it may be amended or replaced from time to time.

“Effective Date” has the meaning set forth in the introduction to this Agreement.

“Mental Health Services” means the licensed and non-licensed mental health-related services, including clinical and non-clinical services, that Company offers, lists, schedules, provides, or makes available through or in connection with the Technology Platform. The term does not, and shall not be construed to, impose any obligation on Really Global to provide, supervise, direct, control, evaluate, or assume responsibility for any such service.

“Privacy Policy” means Really Global’s then-current privacy policy, as posted on the Technology Platform from time to time.

“Really Global” has the meaning set forth in the introduction to this Agreement.

The following defined terms have the meanings set forth in the sections cross-referenced below: “Technology Platform” (Section 1); “Technology Platform Services” (Section 2); “Payment Processing and Transaction Functionality” (Section 2.B); “Platform Refund Policy” (Section 2.C); “Platform-Sourced Client” (Section 2.D.1); “Affiliate Marketing Services” and “Affiliate Commissions” (Section 2.F and Appendix 2); “Licensed Technology Platform and Material”, “Intellectual Property Rights”, “Company Data and Profile Content”, “Feedback”, “Users”, and “Comments” (Section 2.G); “Technology Platform Services Fee”, “Fee Calculation”, and “Verification Fees” (Section 3 and Appendix 1); “Term” (Section 4.A); “Verification”, “Verification Source”, and “Verified” (Section 5); the categories of records and data defined in Section 7.A; “Indemnified Parties” (Section 8.D); “Data-Processing Addendum” (Section 9.D); “Confidential Information”, “Disclosing Party”, “Receiving Party”, and “Representatives” (Section 10); “Force Majeure Event” (Section 12.13); “Transaction Amount” and “Processor Fees” (Appendix 1); and “Qualified Referral”, “Adjusted Gross Transaction Amount”, and “Commissionable Transaction” (Appendix 2).

The following defined terms relating to account configuration have the meanings set forth in Section 11A: “Company Account”, “Account Context”, “Individual Company Account Context”, “Organization Company Account Context”, “Organization Company”, “Provider Company”, “User Account”, “Organization User Account”, “Organization Admin”, and “Provider Account”.

1. RELATIONSHIP OF COMPANY AND REALLY GLOBAL.

“Technology Platform” shall mean the websites, mobile applications, software, tools, interfaces, application programming interfaces, databases, documentation, and related technology functionality owned, operated, or made available by Really Global, including any successor or related platform functionality.

A. Access to the Technology Platform.

During the Term, subject to this Agreement, Really Global makes available the Technology Platform and Technology Platform Services to Company for Company’s independent use in offering Mental Health Services through the Technology Platform. Company is solely responsible for submitting, maintaining, and updating any profile, specialty page, listing, biography, photograph, service description, availability, price, credential, license, supervision, certification, qualification, and other information displayed or submitted by or on behalf of Company. In connection with Company’s use of the Technology Platform, Really Global may display, remove, restrict access to, suspend, or decline to display any profile, specialty page, listing, content, or account information in accordance with this Agreement and Really Global’s then-current policies and operational practices, as updated from time to time. Nothing in this Agreement appoints Really Global as Company’s clinical, professional, coaching, mentoring, medical, psychological, legal, regulatory, tax, accounting, billing, or business advisor.

B. Retention of Authority and Control by Company.

For the avoidance of doubt, Really Global and Company agree that Company shall at all times exercise overall control of the Mental Health Services provided by Company, and shall retain legal responsibility for the Mental Health Services. Really Global’s duties for Company under this Agreement shall be purely non-clinical and administrative in nature. Company shall be solely responsible for and have complete authority, supervision and control over the provision of Mental Health Services by Company as Company, in its sole discretion, deems appropriate and in accordance with all applicable laws and regulations. This Agreement shall in no way be construed to mean or suggest that Really Global is engaged, or permitted to engage, in the practice of medicine, psychology, or any other licensed healthcare activity. Likewise, this Agreement shall in no way be construed to mean or suggest that Really Global is engaged in providing non-licensed services such as health coaching and mentoring.

C. Provider Status; Attestation; Duty to Update.

Company represents and warrants that:

(i) all professional categories, credentials, licenses, certifications, supervision arrangements, qualifications, service descriptions, and other information Company submits, selects, or displays on the Technology Platform are truthful, accurate, complete, current, and not misleading;

(ii) Company and Company’s personnel will offer and provide services only within the lawful scope of their license, certification, supervision, training, authorization, or permitted non-licensed role, as applicable;

(iii) Company and Company’s personnel are not suspended, excluded, debarred, disqualified, or otherwise prohibited from offering or providing the services they list or provide through the Technology Platform;

(iv) Really Global is relying on Company’s representations and does not undertake a general duty to verify, monitor, or screen Company’s credentials, license, supervision status, education, insurance, scope of practice, or compliance except as expressly stated in this Agreement (including, as applicable, the limited and point-in-time activities described in Section 5 (Verification Program)); and

(v) Company will, promptly after Company knows or reasonably should know of any such change, and in any event within twenty-four (24) hours thereafter, update its profile and notify Really Global if any license, supervision arrangement, certification, credential, qualification, authorization, insurance status if represented or required by law, or other legal or professional status lapses, expires, is limited, is suspended, is revoked, becomes inaccurate, or otherwise changes in a manner material to Company’s profile, listings, eligibility, or services.

C-1. Jurisdictional Eligibility.

Really Global does not make the Technology Platform available for the offering or provision of licensed mental healthcare services by any Company or provider who is licensed in, or who provides licensed mental healthcare services in, the State of New York. By creating an account or accepting this Agreement, Company represents that neither Company nor any of Company’s personnel offering services through the Technology Platform is such a provider. This restriction is keyed to New York licensure and the provision of licensed services in New York, and applies regardless of where Company is located or signs up. Really Global may update the list of restricted jurisdictions in its then-current policies and operational practices on a prospective basis.

D. Consequences of Misrepresentation; Cooperation; Set-Off.

Any false, incomplete, misleading, or outdated information, or any failure to update or notify Really Global as required under Section 1.C, constitutes a material breach of this Agreement. Without undertaking a general duty to monitor or verify all Companies, Really Global may, in its sole discretion and to the extent permitted by applicable law and applicable processor rules, immediately suspend, restrict, or terminate Company’s access to the Technology Platform; remove, restrict access to, or decline to display any profile, specialty page, listing, content, or account information; request documentary proof of licensure, supervision, certification, credentialing, identity, or authority; notify Clients, payment processors, regulators, licensing bodies, law enforcement, or other applicable authorities; and withhold, delay, or set off amounts otherwise payable to Company in connection with refunds, chargebacks, processor fines, investigations, regulatory inquiries, or claims arising from or relating to the misrepresentation, omission, or failure to update. No action or inaction by Really Global shall create an obligation to take the same or similar action in any other circumstance.

E. Company Services and Obligations.

Company shall provide clients with Mental Health Services during the Term of this Agreement. Company shall solely determine the manner and means to provide the Mental Health Services; provided, however, all Mental Health Services shall be performed in a competent, professional, and ethical manner, in accordance with prevailing standards of professional practice and/or certification organizations, and all applicable laws, regulations, rules, orders, and directives of all applicable governmental and accrediting bodies having jurisdiction.

F. Name, Logos, Marks.

During the Term of this Agreement, neither Party shall use the name, logos, trademarks or service marks of the other (the “Marks”) without the other’s prior written consent, except that each Party shall have the non-exclusive right to utilize the Marks identifying the other, solely for the purpose of identifying Really Global as the Technology Platform used by Company. Nothing contained in the Agreement shall give either Party any right, title, or interest in any of the other’s Marks other than pursuant to the terms of this Agreement.

G. Cooperation in Connection with Audits.

Company shall cooperate with any auditor, investigator, or enforcement agency that performs any financial reviews or investigation of any nature of Really Global, and provide any information and documentation reasonably requested in connection with such financial reviews.

H. License of the Technology Platform and Material.

During the term of this Agreement, Really Global grants Company a limited, non-exclusive right to use the Licensed Technology Platform and Material solely as permitted by this Agreement.

2. TECHNOLOGY PLATFORM SERVICES.

“Technology Platform Services” shall mean the various software, administrative platform, and related technology services, as described in this Section, provided or made available by Really Global via the Technology Platform.

1. Operational Services. Really Global shall provide, or make available, administrative platform tools and technology services to support Company’s use of the Technology Platform, including the following:

   1. Operational Platform Tools. Really Global shall provide access to software functionality for use by Company through the Technology Platform. Such functionality may include, but is not limited to, profile and specialty page tools; search, listing, navigation, and filtering functionality; scheduling, calendar, availability, reminder, telehealth, messaging, and notification tools; documentation, form, note, client-record, and record-export tools; review, rating, feedback, reporting, and reply tools; and access to platform-use data, measures, metrics, and reports concerning Company’s use of the Technology Platform.

   2. Client and Platform Support Tools. Really Global may provide tools and functionality to facilitate communications, customer support, complaint intake, user reporting, account integrity, fraud prevention, privacy, security, safety-resource information, and other support functions related to use of the Technology Platform.

   3. Education and Platform Training. Really Global may provide onboarding materials, help-center materials, product updates, technical support materials, and other educational resources concerning the use and capabilities of the Technology Platform. Such materials are intended to assist Company and Company’s staff in using the Technology Platform and shall not be deemed clinical training, professional supervision, legal advice, regulatory advice, tax advice, accounting advice, or instruction regarding the manner in which Company provides Mental Health Services.

   4. Compliance and Administrative Tools. Really Global may provide disclosure, attestation, optional verification, privacy, security, reporting, document-upload, record-export, and other administrative tools that Company may use in connection with Company’s own compliance activities. Company shall remain solely responsible for compliance with all applicable federal, state, local, foreign, professional, licensing, ethical, billing, tax, privacy, recordkeeping, and other laws, rules, regulations, and standards applicable to Company and Company’s personnel.

   5. Financial and Transaction Records. Really Global may provide software functionality to generate and maintain transaction records, receipts, payout reports, refund records, appointment records, and other payment-related reports based on activity conducted through the Technology Platform. Really Global does not provide accounting, bookkeeping, payroll, tax, legal, or financial advisory services to Company.

   6. Default Sort Algorithm. Really Global publishes the specification and material updates of its Default Sort Algorithm (the ordering algorithm used for directory, navigation, search, and discovery surfaces of the Technology Platform) at https://github.com/reallyhq/default-sort under an open-source license. Companies cannot purchase Verified status, placement, or a particular ranking position. Verified status affects default ordering as described in the published Default Sort Algorithm. A Company may pay a Verification Fee to undergo independent third-party verification, but payment does not guarantee Verified status or any particular placement.

   7. Reservation of Platform Rights. Really Global may add, remove, modify, suspend, limit, or discontinue any feature, function, tool, software, service, or other part of the Technology Platform from time to time. Nothing in this Agreement shall require Really Global to develop, release, maintain, or continue to provide any particular unreleased or future feature, function, tool, software, or service.
      
      For the avoidance of doubt, the Technology Platform Services are provided to support Company’s independent use of the Technology Platform. Nothing in this Section shall be construed to give Really Global authority to provide, control, supervise, direct, approve, review, manage, or assume responsibility for Company’s clinical, coaching, mentoring, professional, or client-service decisions, or for the provision, quality, legality, scope, documentation, supervision, billing accuracy, professional judgment, or regulatory compliance of any Mental Health Services or other services offered or provided by Company or Company’s personnel.

B. Payment Processing and Transaction Functionality.

Really Global makes available payment processing and transaction functionality through integrated third-party payment processors. Such functionality is provided for all Mental Health Services rendered by Company via the Technology Platform during the Term of this Agreement (“Payment Processing and Transaction Functionality”).

1. Authorization and Functionality. Company authorizes Really Global, solely for the limited purpose of facilitating payment processing and related platform transactions through integrated third-party payment processors, to transmit payment instructions, collect or facilitate collection of amounts owed by Clients, deduct Technology Platform Services Fees and applicable processor fees, and facilitate settlement or payout of remaining amounts to Company, subject to applicable law, processor rules, card-network rules, payment-method rules, and this Agreement. For the limited purpose of collecting Client payments for Company’s services through the integrated third-party payment processors, Company appoints Really Global as Company’s limited payment-collection agent; a Client’s payment of the session price through the integrated third-party payment processor discharges the Client’s payment obligation to Company for that session, and Company’s right to those funds is satisfied by disbursement to Company in accordance with the disbursement timing described below. Except for this limited payment-collection agency and the limited payment-processing functionality described in this Section, nothing in this Section appoints Really Global as Company’s agent for professional services, clinical services, billing judgment, tax compliance, accounting, legal compliance, collections, insurance reimbursement, claims submission, or any other purpose.

Really Global does not hold Client or Company funds in its own bank accounts. Client payments are processed within the regulated environment of the integrated third-party payment processor — including, as applicable, by the processor authorizing the Client’s payment method and capturing the charge directly to the account Company holds with the processor, or by the processor holding the Client’s payment under a delayed-disbursement arrangement before releasing the Company’s share to that account, or — for payment methods that do not support delayed capture — by the processor capturing the Client’s payment to the account Company holds with the processor at the time of booking — and the Company’s share (net of the Technology Platform Services Fee and applicable Processor Fees) is captured, transferred, or released to the account Company holds with the processor in accordance with the disbursement timing described below. Really Global’s role is limited to instructing the integrated third-party payment processor to capture Client payments, to deduct the Technology Platform Services Fee and applicable Processor Fees, to disburse the remaining amount to Company, and to communicate with the processor regarding refunds, chargebacks, holds, reserves, set-offs, withholdings, and similar matters in accordance with this Agreement, applicable law, and the rules of the applicable processor, card network, or payment-method provider. Any capture, hold, reserve, set-off, withholding, disbursement, or release of funds referenced in this Agreement is effected by, and within, the applicable integrated third-party payment processor.

Disbursement Timing. Company is paid after the session is delivered. Depending on the integrated third-party payment processor, the Client’s payment method is either authorized in advance and the charge captured to the account Company holds with the processor after the session is delivered, or the Client’s payment is captured and held within the processor’s regulated environment and the Company’s share released to Company after the session is delivered — or after a Client no-show or late cancellation that entitles Company to payment under the Platform Refund Policy in Section 2.C — plus a short clearing window determined in accordance with Really Global’s then-current operational practices and the rules of the applicable processor. Where the Platform Refund Policy results in no charge to, or a refund to, the Client (including a cancellation 24 hours or more before the scheduled start time, a Company cancellation, or an unanswered Talk Now request), the corresponding funds are not captured or released to Company. For payment methods that are captured at the time of booking because they do not support delayed capture, a cancellation or refund to which the Client is entitled under the Platform Refund Policy is instead effected by refunding the Client. The hold is tied to the session event, is not open-ended, and is subject to the maximum hold periods permitted by the applicable processor, after which the funds are automatically released to Company or refunded to the Client in accordance with the processor’s rules and the Platform Refund Policy.

Merchant of Record; Taxes; Chargeback Responsibility. Company is the seller and provider of the Mental Health Services and is the seller and merchant of record for those services for tax, invoicing, and receipting purposes. Company is solely responsible for determining, collecting, reporting, and remitting all taxes applicable to its services, except where Really Global is required by applicable marketplace-facilitator, deemed-supplier, or similar law to collect and remit a specific tax on a transaction, in which case Really Global will do so and coordinate with Company. Company is the merchant of record for the payment-card and payment-processing transaction on integrated processors that use a direct-charge model (such as Stripe); on integrated processors that themselves act as the merchant or acquirer of record (such as PayPal), Company is the seller of record and the party liable to that processor for chargebacks and disputes. In each case, Company is the party responsible to the processor, card network, and payment-method provider for chargebacks, disputes, refunds, and reversals arising from Company’s transactions. As between Really Global and Company, Company is responsible for all chargebacks, disputes, refunds, reversals, and related fees and costs arising from Company’s sessions and services, including where a dispute arises after the corresponding funds have been transferred or released to Company. Company authorizes Really Global to recover such amounts by reversing transfers, applying set-off, deducting from current or future payouts, drawing on any reserve, and, where those are insufficient, invoicing Company for the shortfall, and Company shall indemnify the Indemnified Parties for such amounts and related costs. Really Global may require Company to accept the payment-processor configuration, including any settlement-merchant designation, that Really Global determines appropriate for compliance and risk management. Where a Client is entitled to a refund under the Platform Refund Policy or applicable law, Really Global will refund its Technology Platform Services Fee for that transaction; where Company issues a discretionary or goodwill refund that is not required by the Platform Refund Policy or applicable law, the Technology Platform Services Fee for that transaction is non-refundable and remains payable to Really Global. Where a cardholder dispute or chargeback reverses the entire transaction, the Technology Platform Services Fee for that transaction is likewise reversed. Processor fees that the payment processor retains on a refund are not returned by the processor and are borne by Company as provided in this Agreement.

With respect to all Mental Health Services furnished throughout the Term of this Agreement, Really Global, through integrated third-party payment processors, shall provide, or make available, functionality for Company to generate, distribute, and process charges, invoices, payment requests, receipts, refunds, disputes, and transaction records for Mental Health Services rendered by Company. Really Global will also provide, or make available, online, direct payment processing functionality to Company and Company’s Clients for payment of the Mental Health Services rendered by Company. Really Global’s payment processing functionality does not engage in any insurance transactions, including insurance reimbursement, insurance claims, medical coding, or the creation of superbills, for any type of insurance, regardless of jurisdiction. Company shall remain the provider and seller of record for Mental Health Services, regardless of how an integrated third-party payment processor, card network, bank, payment method provider, statement descriptor, receipt, or transaction flow displays or processes the transaction.

Payment processing, refunds, disputes, chargebacks, holds, reserves, reversals, payouts, and related transactions are subject to applicable law and the rules, limitations, procedures, and decisions of the applicable third-party payment processor, card network, bank, or payment method provider.

a. Company Acknowledgements. Company acknowledges and agrees to the following:

i. The submission of false, fraudulent, or misleading data, information, or statements in connection with payments or transactions through the Technology Platform may constitute fraud and may subject the violator to civil and criminal penalties.

ii. The ultimate responsibility for accuracy of all charges, invoices, payment requests, and transactions processed through integrated third-party payment processors is that of the Company. Company shall be responsible for maintaining all original source documents and records to verify and document the transactions.

iii. The ultimate responsibility for all transactions is that of the Company, and Company shall remain responsible for subsequent correction, adjustment, or refund of any payment regardless of reason or cause.

iv. Company shall remain solely responsible for collecting any unpaid or overdue amounts from its Clients, if applicable, including any collections costs or attorney’s fees incurred thereto.

v. Company’s indemnification obligations with respect to payment processing, transactions, charges, invoices, payment requests, refunds, chargebacks, disputes, payouts, payment holds, processor actions, tax reporting, false, fraudulent, incomplete, misleading, unauthorized, or incorrect payment information or instructions, and related matters under this Section 2.B are governed by Section 8 (Insurance; Indemnification).

vi. Company shall not use the Technology Platform, Payment Processing and Transaction Functionality, or any integrated third-party payment processor to submit, create, support, or facilitate insurance reimbursement, insurance claims, superbills, medical coding, or any other insurance-related billing activity, regardless of jurisdiction, unless Really Global expressly authorizes such functionality in writing.

vii. Company acknowledges and agrees that payment methods, settlement timing, and processor procedures may vary by country due to the policies of integrated third-party payment processors, card networks, and payment method providers, and applicable local regulations. Company authorizes Really Global to facilitate payments and transactions for Company in accordance with such processor policies, card-network rules, payment-method rules, and applicable local regulations.

2. Account Setup and Payouts. Company shall establish, configure, authorize, and maintain any payment processor account, banking, tax, payout, or other payment information, forms, consents, or processor settings reasonably required to enable payment processing, fee deduction, refunds, chargebacks, tax reporting, and payouts through the Technology Platform. Company is solely responsible for the accuracy, legality, and completeness of such information and for complying with applicable processor requirements, banking requirements, tax requirements, and payment laws. Really Global may withhold, delay, suspend, offset, or redirect payouts to the extent permitted by this Agreement, applicable law, processor rules, card-network rules, payment-method rules, or Really Global’s then-current policies and operational practices relating to platform integrity, fraud prevention, privacy, security, payments, chargebacks, tax reporting, legal compliance, or account integrity.

3. Payment-Processor Availability. The integrated third-party payment processors available to Company, and the transactions a given processor supports (including transactions with Clients located in other countries), may vary and are determined by Really Global based on processor eligibility, approval, and cross-border rules and Really Global’s compliance and risk-management requirements. The options available to Company are shown in Company’s account on the Technology Platform. Maintaining a connected payment processor that supports the relevant transactions is among the conditions for the corresponding listing visibility and booking functionality. Any change to processor availability applies prospectively, upon notice in accordance with Section 3 and Section 12.5 of the Agreement and, for EU Business Users, Appendix 3.

C. REFUND AND CANCELLATION POLICY

1. Mandatory Platform Policy. Company acknowledges that Really Global has adopted the following uniform refund and cancellation rules for all appointments booked through the Technology Platform (“Platform Refund Policy”) as a mandatory contractual condition of using the Technology Platform. The Platform Refund Policy is an administrative marketplace commercial rule applicable to all Companies on a uniform basis; it is not, and shall not be construed as, a determination by Really Global of professional, clinical, scope-of-practice, fitness-to-practice, suitability, or competency matters, or as direction, supervision, or control by Really Global over Company’s professional judgment or the provision of Mental Health Services. Company remains free to set its own session prices on the Technology Platform (subject to the platform fee structure, the minimum prices, the Minimum Transaction Amount, and the fees set forth in Appendix 1, and applicable law and this Agreement). Company shall not issue, authorize, approve, instruct, request, initiate, process, or permit any refund, credit, reversal, adjustment, or payment action that is inconsistent with the Platform Refund Policy, whether through the Technology Platform, a connected third-party payment processor account, direct processor access, customer support, or any other method, except where required by applicable law, card-network rules, payment-method rules, processor rules, or Really Global’s written instruction. The Platform Refund Policy is as follows:

a. Client-initiated cancellations 24 hours or more before the scheduled start time — no charge to Client; any pre-authorized amounts are released or voided.

b. Client-initiated cancellations less than 24 hours before the scheduled start time, or Client no-shows — Client is charged the full session price. The amount payable to Company is calculated using the full session price and remains subject to the Technology Platform Services Fee, Processor Fees, taxes, chargebacks, reversals, and any other deductions permitted under this Agreement.

c. Other refund requests — All refund requests must be submitted to Company, either directly or through any Technology Platform workflow made available for that purpose. Any permitted refund must comply with the Platform Refund Policy and this Section in full.

d. Company attendance — Company shall be present for every session it lists on the Technology Platform, including instant “Talk Now” sessions. If Company cancels a scheduled session, or if a Company no-show occurs, Client is not charged and Company does not earn the session fee. Any authorization is voided, and the corresponding funds are not captured or released to Company. If Client’s payment has already been captured, Client receives a full refund. Scheduled sessions: A Company no-show occurs if Company has not joined within fifteen (15) minutes of the published start time. Talk Now: Company has up to sixty (60) seconds to answer. A “Fast answer” occurs when Company answers within the first thirty (30) seconds. An “On-Time answer” occurs when Company answers more than thirty (30) seconds after the ring begins but before the sixty (60)-second timeout. Fast answers and On-Time answers are logged for platform service-level, response-time, account-integrity, and Reliability Score purposes, but neither is a qualifying Talk Now incident. If a Talk Now request directed to Company as the selected provider remains unanswered after sixty (60) seconds, the request is automatically cancelled, the Client is not charged (any authorization is voided and the corresponding funds are not captured or released), Company does not earn the session fee for that request (because Company was not present for the session), and Company’s Talk Now status is set to “unavailable.” The resulting no-answer or missed-call event is treated as a “qualifying Talk Now incident.” An unanswered pre-answer ring sent to Company through a multi-provider or fan-out process is not a qualifying Talk Now incident and does not affect Company’s Reliability Score. Each qualifying Talk Now incident triggers an email notice to Company and is recorded in the applicable rolling seven (7)-day and thirty (30)-day windows. One (1) qualifying Talk Now incident within a rolling seven (7)-day period places Company “On Notice,” but does not suspend Talk Now access. Two (2) qualifying Talk Now incidents within a rolling seven (7)-day period trigger a seven (7)-day suspension of Company’s Talk Now access, and Company must re-acknowledge the Talk Now agreement before reactivating Talk Now. Five (5) qualifying Talk Now incidents within a rolling thirty (30)-day period trigger a thirty (30)-day suspension of Company’s Talk Now access and require Company to complete Really Global’s then-current Talk Now Reliability Recertification before Talk Now access is restored. Really Global may, in its sole discretion, excuse a qualifying Talk Now incident for documented emergencies. Any such review, suspension, or corrective action is an administrative marketplace-integrity measure addressed to Company’s availability on the Technology Platform; it is not, and shall not be construed as, a clinical, professional, scope-of-practice, fitness-to-practice, suitability, or competency determination by Really Global, and it does not, and shall not be construed to, direct, supervise, control, manage, or constrain Company’s professional judgment in the provision of Mental Health Services. In connection with Company’s use of Talk Now, Company commits to maintaining (i) a stable internet connection sufficient to deliver real-time audio or video sessions; and (ii) a quiet, private environment appropriate for the delivery of Mental Health Services. Company acknowledges that its Reliability Score (computed by Really Global from Company’s Talk Now activity over a rolling window in accordance with Really Global’s then-current operational practices) may affect the prominence with which Company is displayed in Client search results, default-sort results, and other discovery surfaces on the Technology Platform. Company further acknowledges that all clinical, professional, coaching, mentoring, peer-support, wellness, or other service decisions during a Talk Now session remain Company’s sole responsibility, performed within the lawful scope of Company’s license, certification, supervision, training, authorization, or permitted non-licensed role, as applicable. For the avoidance of doubt, Talk Now sessions are instant, on-demand sessions with no scheduled start time, so the cancellation rules in paragraphs (a) and (b) above do not apply to them. The Client is charged Company’s applicable session rate once the Client connects with Company. An unanswered Talk Now request (no answer within sixty (60) seconds) results in no charge to the Client rather than a refund. Any other Talk Now refund request is submitted to Company under paragraph (c) above and remains subject to mandatory consumer-protection law and applicable card-network, payment-method, and processor rules.

e. Bookings made within 24 hours of the start time — where a Client books a session that begins less than 24 hours after booking, the rule in paragraph (b) above applies from the time of booking. A Client-initiated cancellation results in the Client being charged the full session price, and the amount payable to Company is determined under paragraph (b). This is disclosed to the Client at the time of booking.

2. Prohibition on Unauthorized Refunds. Except for a refund required by the Platform Refund Policy, applicable law, card-network rules, payment-method rules, processor rules, or Really Global’s written instruction, Company shall not issue, authorize, instruct, or permit any integrated third-party payment processor to issue:

a. a full refund for a cancellation made fewer than 24 hours before the scheduled start time;

b. a full refund for a Client no-show; or

c. any refund — full or partial — that reduces the amount payable to Company below 100 percent of the session price set out in the Platform Refund Policy.

Where Company issues a refund described in this Section 2.C.2, the Technology Platform Services Fee retained by Really Global is non-refundable. The treatment of the Technology Platform Services Fee on refunds to which a Client is entitled under the Platform Refund Policy or applicable law, and on a chargeback or cardholder dispute that reverses the entire transaction, is as set out in Section 2.B (Merchant of Record; Taxes; Chargeback Responsibility).

3. Consequences of Breach. A violation of this Section constitutes a material breach of this Agreement. Really Global may, in its sole discretion and to the maximum extent permitted by applicable law, suspend or restrict Company’s access to the Technology Platform immediately. If the breach is capable of cure, Really Global may terminate this Agreement if the breach is not cured within ten (10) days after written notice. Notwithstanding the foregoing, Really Global may terminate this Agreement immediately, without any cure period, for material, repeated, fraudulent, intentional, or non-curable violations of this Section.

4. Audit and Reporting. Company shall notify Really Global within one (1) business day of issuing any refund and shall, upon request, provide processor statements or other records sufficient to verify compliance with this Section.

5. Cooperation with Payment Processors. Company shall configure its integrated third-party payment processor account settings, and shall follow any Really Global implementation guidance, to support compliance with this Section. Company shall not override, disable, or materially alter such settings in a manner inconsistent with this Section without Really Global’s prior written consent.

6. Indemnification. Company’s obligations under Section 8 (Insurance; Indemnification) extend to any claims, chargebacks, processor fines, or other losses arising from Company’s violation of this Section C.

D. OFF-PLATFORM CIRCUMVENTION POLICY

1. Platform-Sourced Client. For purposes of this Section, “Platform-Sourced Client” means any Client who first discovers, contacts, messages, books, schedules, pays, reviews, or otherwise interacts with Company through or because of the Technology Platform. A Client is not a Platform-Sourced Client to the extent Company can document, through contemporaneous records reasonably available to Really Global upon request, a bona fide pre-existing relationship between Company and such Client that was established and is maintained independently of the Technology Platform.

2. Anti-Circumvention Obligation. Company shall not, directly or indirectly, by any means and through any channel, take any action that has the purpose or effect of avoiding, reducing, delaying, or interfering with amounts owed to Really Global, the Platform Refund Policy, or any other provision of this Agreement, including by soliciting, inducing, arranging, accepting, processing, or facilitating off-platform interactions, communications, scheduling, bookings, or payments with any Platform-Sourced Client.

3. Prohibited Circumvention Methods. Without limiting the scope of Section 2.D.2, Company shall not, with respect to any Platform-Sourced Client, share, embed, display, transmit, or communicate, whether directly or indirectly: phone numbers; email addresses; physical addresses; personal or business websites; direct-booking links or scheduling tools (including, without limitation, Calendly, Cal.com, Acuity, Square Appointments, or similar tools); payment links or payment-account handles; bank account, wire, or other off-platform payment instructions; QR codes; social media handles, profiles, or contact information; messaging-app handles or contact information; third-party marketplace, directory, or platform listings; “book me directly,” “contact me off-platform,” “pay me directly,” or substantially similar language; discounts, credits, or pricing incentives offered for off-platform booking, payment, or continued service; or any other method, instruction, link, code, identifier, or communication used or reasonably interpreted as used to move Platform-Sourced Clients off the Technology Platform in violation of this Section.

4. Professional and Legal Carveout. Nothing in this Section prohibits Company from communicating with a Platform-Sourced Client outside the Technology Platform when reasonably necessary to comply with applicable law, professional obligations, ethical obligations, emergency or safety circumstances, mandatory reporting obligations, continuity-of-care obligations, care coordination, referrals to other providers, client-requested record transfers, legal process, disability accommodation, or similar obligations. Any such off-platform communication must be limited to what is reasonably necessary for the qualifying purpose and may not be used to solicit, induce, arrange, accept, or process an off-platform transaction in violation of this Section.

5. Independent Practice. Nothing in this Section prohibits Company from independently offering services to clients who are not Platform-Sourced Clients, maintaining an independent practice, using other platforms, or serving clients obtained independently of the Technology Platform.

6. Post-Termination Transition Communication. Following termination or expiration of this Agreement, and only where legally, ethically, or professionally necessary, Company may make a single, limited, factual communication to Platform-Sourced Clients confirming the termination, identifying any continuing obligations under applicable law or professional standards, and providing information necessary for continuity of care. Any such communication shall not include direct-booking invitations, payment links or handles, discounts or pricing incentives, external marketing, “contact me here” or substantially similar language, or any other content that solicits, induces, arranges, or facilitates a continuing service relationship between Company and any Platform-Sourced Client outside the Technology Platform.

7. Duration. The obligations in this Section apply during the Term of this Agreement and continue for twelve (12) months after the later of: (a) termination or expiration of this Agreement; (b) Company’s last access to the Technology Platform; or (c) Company’s last interaction with any Platform-Sourced Client through the Technology Platform. The duration of this Section shall apply to the maximum extent permitted by applicable law. If a court or arbitrator of competent jurisdiction determines that the duration exceeds what is permitted in a particular jurisdiction, the duration shall be reduced to the maximum permitted in that jurisdiction.

8. Marketplace Integrity. Company acknowledges and agrees that adherence to this Section is essential for maintaining marketplace integrity, ensuring reliable payment processing, protecting the confidentiality and security of Client information, preserving Really Global’s fee entitlement, and supporting a fair and trustworthy platform environment for all participants.

9. Consequences of Violation. A violation of this Section constitutes a material breach of this Agreement. Really Global may, in its sole discretion and to the maximum extent permitted by applicable law, exercise any or all of the following remedies: (a) recover from Company any Technology Platform Services Fees that would have been owed but for the violation; (b) set off such amounts and any other losses against amounts otherwise payable to Company; (c) withhold, delay, or redirect payouts otherwise due to Company; (d) claw back any commissions or other amounts previously paid to Company that relate to or arise from the violation; (e) seek injunctive or other equitable relief, in addition to legal remedies; (f) remove or restrict access to any profile, specialty page, listing, content, or account information; (g) restrict, suspend, or terminate Company’s access to the Technology Platform; and (h) pursue any other remedies available under this Agreement, applicable law, or in equity. If a violation is capable of cure, Really Global may terminate this Agreement if the violation is not cured within ten (10) days after written notice. Notwithstanding the foregoing, Really Global may terminate this Agreement immediately, without any cure period, for material, repeated, fraudulent, intentional, or non-curable violations of this Section. No action or inaction by Really Global with respect to any violation of this Section shall create an obligation to take the same or similar action in any other circumstance.

E. CLIENT REVIEWS, RATINGS, AND FEEDBACK

Really Global may provide functionality that permits Clients to submit ratings, reviews, comments, client experience signals, reports, complaints, private feedback, helpful votes, or other feedback concerning their experience with Company, Company’s personnel, or the Technology Platform.

1. Client-Submitted Content. Company acknowledges that reviews, ratings, client experience signals, helpful votes, and other feedback are submitted by Clients and reflect the opinions and experiences of the submitting Clients. Such content shall not be deemed an endorsement, recommendation, warranty, guarantee, clinical quality assessment, professional evaluation, peer review, utilization review, or determination by Really Global concerning Company, Company’s personnel, or any Mental Health Services or other services offered or provided by Company.

2. Display and Handling. Really Global may display, decline to display, remove, restrict, translate, sort, filter, or otherwise handle reviews, ratings, replies, reports, complaints, helpful votes, and related feedback in accordance with this Agreement and Really Global’s then-current policies and operational practices, as updated from time to time, relating to eligibility, privacy, confidentiality, safety, anti-fraud, abuse-prevention, legal compliance, and platform integrity. Really Global shall not be required to display any particular review, rating, reply, report, complaint, vote, or feedback, and may remove or restrict content that violates this Agreement, applicable law, or Really Global’s policies. Really Global does not undertake a duty to verify the truth, accuracy, completeness, or representativeness of any review, rating, report, complaint, helpful vote, or feedback. No action or inaction by Really Global with respect to any review, rating, report, complaint, vote, or feedback shall create an obligation to take the same or similar action in any other circumstance.

3. Provider Replies. Company may be permitted to submit a public reply to a published review. Company is solely responsible for the content of any reply and shall ensure that such reply complies with all applicable confidentiality, privacy, advertising, professional, ethical, licensing, and other legal obligations. Company shall not disclose, confirm, or imply a Client relationship, diagnosis, treatment, medication, session detail, payment detail, private communication, or other confidential, sensitive, or identifying information in any public reply.

4. Review Integrity. Company shall not submit, purchase, condition, gate, suppress, manipulate, or incentivize reviews, ratings, helpful votes, or feedback, and shall not pressure, retaliate against, or encourage any Client to leave, change, or remove a review in any false, misleading, coercive, discriminatory, retaliatory, or unlawful manner.

5. Platform Use. Really Global may use reviews, ratings, reports, complaints, helpful votes, and related feedback to operate the Technology Platform, support Client choice, support account integrity, detect fraud or misuse, enforce this Agreement, provide customer support, improve platform functionality, and make available platform-use metrics, reports, sorting, filtering, or feedback tools. Such use is for platform operation, marketplace integrity, user experience, fraud prevention, support, and enforcement purposes, and shall not be deemed clinical supervision, professional evaluation, peer review, utilization review, endorsement, recommendation, or determination by Really Global concerning Company or Company’s services.

F. AFFILIATE MARKETING SERVICES

Really Global makes available an affiliate marketing program through which eligible Companies may earn commissions (“Affiliate Commissions”) by promoting the Technology Platform, as further specified in Appendix 2 (collectively, “Affiliate Marketing Services”). Commission details are set forth in Appendix 2.

1. Eligibility. A Company may be eligible to earn Affiliate Commissions only if Company does not hold, and is not required by applicable law to hold, a license, registration, or equivalent professional authorization for any mental-health-related service Company provides, regardless of how Company describes or labels its services, and subject to Really Global’s approval and continued eligibility requirements. A Company that holds any such license, registration, or authorization, or that provides licensed mental healthcare services, is not eligible to earn Affiliate Commissions. This exclusion extends to any individual or entity that owns, operates, controls, directs, or provides licensed mental healthcare services through any account, profile, practice, or business, whether through the Technology Platform or elsewhere. No such individual or entity is eligible to earn Affiliate Commissions through any account, profile, or means. Really Global may determine, condition, suspend, revoke, or terminate Affiliate Marketing Services eligibility at any time in its sole discretion, including where Really Global determines that participation may create legal, regulatory, ethical, fee-splitting, referral-fee, kickback, professional, platform-integrity, reputational, user-protection, or other risk, or where Company is otherwise not in compliance with this Agreement. Affiliate participation, eligibility, qualifying referrals and transactions, and commissions may vary by jurisdiction. Really Global may restrict or deny participation or commissions based on the location of the participant, a referred person, a Company, the services, or a transaction where Really Global determines that a restriction is necessary or appropriate for legal or regulatory compliance.

2. Promotional Conduct. Company may promote the Technology Platform only through channels permitted by Really Global, which may include personal websites, social media channels, email marketing, podcasts, video, paid advertising, and other digital channels, in each case subject to Really Global’s then-current brand standards, operational practices, and any approval requirements Really Global may establish or update from time to time. Company may use only Really Global’s approved branding materials and shall create original promotional content. Company shall not alter Really Global’s branding, misrepresent any association with Really Global, bid on Really Global’s brand terms in paid advertising without prior written consent, or use any software, scraping, automation, click-fraud, or other technology that disrupts, manipulates, or circumvents the Technology Platform or its tracking, attribution, or user-experience systems. When engaging in email or messaging marketing, Company shall obtain recipients’ opt-in consent where required by applicable law, provide a clear and accurate unsubscribe or opt-out mechanism, and use accurate, non-deceptive subject lines and sender information.

3. Affiliate Disclosure. Company shall clearly and conspicuously disclose its affiliate, commission, paid, or sponsored relationship with Really Global in all promotional content, in compliance with all applicable advertising, endorsement, and testimonial laws, rules, and guidelines in each jurisdiction where Company markets or targets users.

4. Prohibited Claims and Representations. Company shall not make, publish, post, distribute, broadcast, or cause to be made any false, misleading, deceptive, clinical, therapeutic, diagnostic, crisis-response, emergency-response, outcome-based, safety-guarantee, provider-endorsement, credential-verification, suitability, or recommendation claim in connection with Affiliate Marketing Services. Company shall not state or imply that Really Global provides medical care, mental healthcare, diagnosis, treatment, therapy, counseling, coaching, mentoring, crisis intervention, emergency services, clinical supervision, professional evaluation, provider suitability determinations, or guaranteed outcomes.

5. No Specific-Provider Endorsement or Steering. Company shall not state or imply that Really Global recommends, endorses, selects, approves, clinically evaluates, professionally evaluates, verifies the ongoing status of, guarantees, or determines the suitability of any specific Company, provider, service, provider category, or Mental Health Service. Company shall not use Affiliate Marketing Services to promote, endorse, recommend, or direct prospective Clients to any specific Company that provides licensed mental healthcare services. Affiliate links, codes, and tracking methods shall resolve to general Technology Platform surfaces and shall not deep-link to the profile, listing, or booking page of any specific such Company.

6. Crisis Targeting Prohibition. Company shall not target Affiliate Marketing Services to any individual whom Company knows or reasonably believes is experiencing an emergency, crisis, active suicidal ideation, immediate risk of harm to self or others, abuse, exploitation, or any condition requiring emergency medical, psychiatric, or crisis intervention. Company shall not use targeting, keywords, audience parameters, or other marketing methods designed or reasonably likely to reach individuals in such circumstances.

7. Global Marketing Compliance. Company is solely responsible for complying with all applicable advertising, marketing, endorsement, testimonial, sponsorship, native-advertising, influencer, affiliate, promotion, sweepstakes, telemarketing, privacy, data-protection, anti-spam, consumer-protection, platform, and professional laws, rules, regulations, and guidelines applicable to Company’s promotional activities in each jurisdiction where Company markets or targets users.

8. Really Global’s Discretion Over Content. Really Global may, at any time and in its sole discretion, require Company to modify, correct, remove, disable, retract, or stop using any promotional content, channel, campaign, affiliate link, claim, advertisement, email, message, landing page, social media post, audio or video content, or other method or material. Company shall comply with any such request promptly, and in any event within the timeframe specified by Really Global, or immediately if no timeframe is specified.

9. Commission and Eligibility Remedies. Really Global may, in its sole discretion and to the maximum extent permitted by applicable law, withhold, deny, reverse, claw back, suspend, or terminate any Affiliate Commission, affiliate tracking credit, referral credit, payout, or affiliate eligibility arising from or relating to any violation of this Agreement, Really Global’s then-current policies and operational practices, as updated from time to time, applicable law, advertising rules, privacy rules, anti-spam rules, platform-integrity requirements, fraud, abuse, deceptive marketing, prohibited claims, prohibited targeting, prohibited specific-provider endorsement, or other misconduct. Really Global may also deny, withhold, reverse, or claw back Affiliate Commissions for self-referrals, existing Clients, duplicate accounts, related-party accounts, fraudulent or artificial traffic, returned or charged-back transactions, cancelled transactions, transactions involving Company or Company’s affiliates, or any other transaction Really Global determines is not eligible for commission credit. No action or inaction by Really Global with respect to any violation of this Section shall create an obligation to take the same or similar action in any other circumstance.

G. IP Ownership.

1. Ownership. Company acknowledges that Really Global and/or its licensors own all right, title, and interest, including all Intellectual Property Rights, in and to all technology associated with the Technology Platform and provision of Technology Platform Services hereunder, as further defined in Subsection 4 hereto (the “Licensed Technology Platform and Material”) (excluding any Company Data and Profile Content contained therein) and all components thereof, and any other work product, developments, inventions, technology or materials provided under this Agreement. Really Global expressly reserves all rights not expressly granted to Company in this Agreement, including the right to integrate authorized third-party software and applications. Company shall not engage in any act or omission that would impair Really Global’s and/or its licensors’ Intellectual Property Rights in the Licensed Technology Platform and Material, and any other materials, information, processes or subject matter proprietary to Really Global. Company further acknowledges that Really Global retains the right to use the foregoing for any purpose in Really Global’s sole discretion.

2. Company Data and Profile Content. As between Really Global and Company, except for the rights and licenses expressly granted herein, Company owns all right, title, and interest in and to all Company Data and Profile Content. “Company Data and Profile Content” means information, content, materials, descriptions, listings, profile and specialty-page content, service offerings, availability, pricing, photographs, video, audio, communications, and other content submitted by, on behalf of, or through Company to the Technology Platform, excluding Client personal data, Company Professional Records, Client communications, related Client interaction data, Platform Records, Transaction and Payment Records, Audit, Access, Support, and Security Records, aggregated, de-identified, anonymized, statistical, derivative, and benchmark data, derivative works, AI/ML models, embeddings, weights, outputs, and other assets owned by Really Global under Section 7. Company grants Really Global a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, process, transmit, display, reproduce, modify, translate, create derivative works from, distribute, and otherwise use Company Data and Profile Content for purposes of operating, securing, supporting, improving, marketing, analyzing, and providing the Technology Platform and Technology Platform Services; exercising Really Global’s rights under Section 7; and any other purpose permitted by this Agreement, the Privacy Policy, applicable data-processing terms, applicable consents, and applicable law. The license in this Section 2.G.2 applies during the Term and thereafter only to the extent necessary or permitted under Section 7, Section 10, the Privacy Policy, applicable law, backup, archive, legal-retention, security, audit, fraud-prevention, dispute-resolution, de-identified or aggregated data rights, or Really Global’s continuing rights under this Agreement.

3. Feedback. Company may, from time to time, provide suggestions, techniques, know-how, comments, feedback or other input to Really Global with respect to the Licensed Technology Platform and Material (collectively, “Feedback”). Both Parties agree that any Feedback is and will be given entirely voluntarily. Any Feedback, even if designated as confidential by Company will not, absent a signed, written agreement with Really Global, create an obligation of confidentiality for Really Global. Company agrees that it will not give any Feedback that is subject to license terms or restrictions that seek to require any Licensed Technology Platform and Material, service, product or documentation incorporating or derived from any Feedback, or any Really Global intellectual property, to be licensed or otherwise shared with Company or any third party. Furthermore, except as otherwise set forth in a separate, subsequent written agreement between the Parties, Really Global will be free to use, disclose, reproduce, license or otherwise distribute and exploit any Feedback as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

4. Licensed Technology Platform and Material. Really Global will provide: (i) Really Global’s proprietary software and applications, and third-party software, APIs, integrations, infrastructure, payment tools, communication tools, analytics tools, verification tools, administrative tools, documentation, recordkeeping, scheduling, and platform-management software, and other technology, in each case selected, integrated, or made available by Really Global from time to time in its sole discretion; (ii) marketing information and materials; (iii) various systems, know-how, trade secrets, and other intellectual property; as well as all derivative works created therefrom, and enhancements, modifications, changes or improvements to the same (collectively, the “Licensed Technology Platform and Material“). All rights not expressly granted under this Agreement are reserved, and this reservation shall survive the termination or expiration of this Agreement. The Licensed Technology Platform and Material are the sole and exclusive property of Really Global and/or its licensors and are protected by laws of the United States, other applicable jurisdictions, and international treaties. Subject to the terms of this Agreement, Really Global grants to Company and Company hereby accepts a limited, non-transferable, non-assignable, non-exclusive license and/or sublicense to use the Licensed Technology Platform and Material only for purposes of providing Mental Health Services via the Technology Platform. Really Global licenses the Licensed Technology Platform and Material “as is” with all defects and without warranty or conditions of any kind. Company agrees that Really Global shall not be liable for any damages whatsoever relating to Company’s use of Licensed Technology Platform and Material. In no event shall Really Global be liable for any damages relating to the functionality, maintenance or standardization of any of the Licensed Technology Platform and Material. Company will notify Really Global of any errors or deficiencies in the Licensed Technology Platform and Material, suggestions for improvements, developments, compatibility problems, and other information regarding the Licensed Technology Platform and Material (collectively, “Comments”). Company acknowledges that Really Global may or may not incorporate Comments; Really Global does not warrant that it will correct all defects in the Licensed Technology Platform and Material; Company acknowledges and agrees that any use of the Licensed Technology Platform and Material shall be at Company’s own risk. All improvements, feedback and developments based on or derived from the Licensed Technology Platform and Material shall remain the exclusive property of Really Global. The Parties agree to enter in a separate mutual agreement if the Parties desire to jointly develop new technologies that would not be covered by the Licensed Technology Platform and Material. Except as expressly set forth in this Agreement, or as otherwise authorized in writing by Really Global, Company may not: (1) download, transmit, copy, store, make back-ups of, adapt, publish, or distribute the Licensed Technology Platform and Material in any form or by any means; provided, however, that this restriction does not prohibit (A) temporary or cached technical copies automatically created through Company’s authorized use of the Technology Platform, or (B) Company’s authorized download, storage, copying, or use of materials that Really Global expressly makes available for those purposes; (2) decompile, reverse engineer, disassemble, or attempt to derive the source code of, modify, or create derivative works or allow any third party to do so, with respect to the Licensed Technology Platform and Material; (3) assign, transfer, sell, lease, rent, charge, sublicense, or otherwise deal in the Licensed Technology Platform and Material on behalf of any third party or make available the same to any third party; (4) remove or alter any copyright or other proprietary notice on any of the Licensed Technology Platform and Material. Any attempt to do so is a violation of Really Global’s rights. If Company breaches this restriction, Company may be subject to prosecution and damages. The name and title of the Licensed Technology Platform and Material shall at all times remain exclusively with Really Global. Upon termination or expiration of this Agreement, Company shall immediately cease accessing and using the Licensed Technology Platform and Material, except as expressly authorized by Really Global in writing. Upon Really Global’s written request, Company shall return or delete any separately downloaded copies of Really Global’s Confidential Information or proprietary materials, except for copies Company must retain under applicable law or this Agreement. Really Global may reasonably require Company to certify in writing that it has complied with this requirement. By accepting these terms, Company does not become the owner of the Licensed Technology Platform and Material. Company may use the Licensed Technology Platform and Material only as specifically permitted under this Agreement and subject to any additional intellectual property notices or restrictions displayed with those materials. Company shall keep confidential the Licensed Technology Platform and Material and notify Really Global immediately if Company becomes aware of any unauthorized use of the whole or any part of the Licensed Technology Platform and Material by any third party, and take all such other steps as are necessary to protect the confidential information and Intellectual Property Rights of Really Global in the Licensed Technology Platform and Material. “Intellectual Property Rights” means any rights now known or hereafter existing, including: (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world. In providing the Licensed Technology Platform and Material, Really Global is not engaged in rendering medical advice, diagnosis or psychological or other professional or clinical services. The Licensed Technology Platform and Material is made available for administrative and technology platform purposes only and not as a substitute for Company’s analysis or judgment. Company must exercise professional judgment when using any information contained in the Licensed Technology Platform and Material and take sole responsibility for its use, including but not limited to responsibility for compliance with licensing, scope of practice or services, and all other applicable laws.

5. Platform Access. Each authorized staff member of Company who accesses or uses the Licensed Technology Platform and Material (“Users”) must do so through an individual account or other access method provided or approved by Really Global. Company shall not share, transfer, distribute, or permit the sharing of usernames, passwords, authentication credentials, access tokens, or other account credentials. Company shall (a) be solely responsible for all activities conducted by Company and its Users; (b) not allow any unauthorized third party to access the Technology Platform through any Company account, User account, or credential; (c) promptly notify Really Global of any unauthorized access, suspected or actual credential compromise, terminated User access need, or other actual or suspected security incident or breach involving Company’s account, any User, or this Agreement; and (d) reasonably cooperate with Really Global in responding to and investigating any such incident. Nothing will be construed to require delivery of a copy of the Licensed Technology Platform and Material or to grant Company any right to obtain such a copy, except for materials Really Global expressly makes available for download under this Agreement.

6. Restrictions. Company will use the Licensed Technology Platform and Material solely in accordance with any documentation, instructions, platform notices, or operational guidance made available by Really Global and as contemplated by this Agreement and will not: (a) copy, modify, or duplicate the Licensed Technology Platform and Material, or create any derivative work thereof; (b) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Licensed Technology Platform and Material is compiled or interpreted, and Company acknowledges that nothing in this Agreement will be construed to grant Company any right to obtain or use such source code; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Licensed Technology Platform and Material available to any third party, other than as expressly permitted by this Agreement; (d) interfere with or disrupt the integrity or performance of the Licensed Technology Platform and Material or the data contained therein; (e) attempt to gain unauthorized access to the Licensed Technology Platform and Material or its related systems or networks; (f) remove, alter or obscure any proprietary notices associated with the Licensed Technology Platform and Material or such documentation, instructions, platform notices, or operational guidance; or (g) utilize the Licensed Technology Platform and Material in order to (1) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Law; (2) upload, send or store infringing, obscene, threatening, libelous, or otherwise unlawful, unsafe, malicious, abusive or tortious material, including material harmful to children or violative of third party privacy rights; or (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

7. Risk of Use. Use of the Licensed Technology Platform and Material is at the sole risk and responsibility of Company using the Licensed Technology Platform and Material. This Section will not diminish Really Global’s commitments under this Agreement.

8. Third Party Content. Certain tools and features of the Licensed Technology Platform and Material, to the extent made available through the Technology Platform, will make Third Party Content available to Company through the Platform. Because Really Global does not control such Third-Party Content, Company agrees that: (a) Really Global is not responsible for any such Third-Party Content; and (b) Really Global does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and does not assume responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Third-Party Content. Really Global makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of Third-Party Content or any products or services referenced thereby.

3. COMPENSATION TO REALLY GLOBAL

1. Technology Platform Services Fee. In consideration for Company’s access to and use of the Technology Platform, Technology Platform Services, marketplace functionality, Payment Processing and Transaction Functionality, scheduling, communication, listing, support, account-integrity, and related platform tools, Really Global shall receive the Technology Platform Services Fee described in Appendix 1 (the “Technology Platform Services Fee”).

The Technology Platform Services Fee is a technology platform and marketplace fee. It is not a clinical fee, professional-services fee, management fee, medical billing fee, insurance billing fee, referral fee, fee-splitting payment, kickback, or payment for recommending, arranging, supervising, directing, approving, controlling, or providing any Mental Health Services, Company, Client, or provider relationship. The Technology Platform Services Fee is intended to reflect commercially reasonable compensation at fair market value for access to and use of the Technology Platform and the Technology Platform Services. The Fee is calculated as a stated percentage of each Transaction Amount solely as the measure of the platform services provided in connection with that transaction, at uniform, generally applicable rates determined only by service modality and booking channel, and subject to a uniform minimum Technology Platform Services Fee per transaction, as set forth in Appendix 1. No part of the Fee is compensation for recommending, endorsing, selecting, or steering any Client to any Company; Really Global does not recommend or endorse any Company to any Client; and no Fee, rate, or rate differential is contingent on any recommendation, endorsement, selection, or steering of any Client by Really Global.

Really Global may make available invoices, payout statements, fee notices, or other accountings of the calculation of fees (each, a “Fee Calculation”) in accordance with Appendix 1 and Really Global’s then-current operational practices. The Technology Platform Services Fee and any other amounts owed by Company under this Agreement may be collected through the methods described in this Agreement and Appendix 1, including automatic deduction by or through the Technology Platform at or following the time the underlying Client payment is captured, processor-supported fee collection, deductions from payouts otherwise due to Company, charges to a payment method Company has on file with Really Global or with an integrated third-party payment processor, invoice payable within fifteen (15) days, set-off against any amounts otherwise payable by Really Global to Company, withholding from future amounts payable to Company, or other supported collection methods, in each case subject to applicable law, processor rules, card-network rules, payment-method rules, and this Agreement. If automatic collection is unavailable, insufficient, or fails, Really Global may issue an invoice payable within fifteen (15) days, and the inability to collect automatically does not relieve Company of its obligation to pay.

Really Global may modify the Technology Platform Services Fee, payment terms, fee-collection methods, or related provisions from time to time upon written or electronic notice to Company, including by updating Appendix 1 or providing notice through the Technology Platform, subject to applicable law and this Agreement. Continued use of the Technology Platform after the effective date of any such change constitutes acceptance of the updated fees and terms.

Company shall not withhold, offset, reduce, delay, or dispute payment of any Technology Platform Services Fee or other amount owed under this Agreement except for a good-faith dispute submitted to Really Global in writing within the time period required by this Section. Any undisputed amounts remain due and payable in accordance with this Agreement.

Company must notify Really Global in writing of any good-faith dispute regarding a Fee Calculation, payout statement, fee notice, or invoice within ten (10) days after the applicable Fee Calculation, payout statement, fee notice, or invoice is made available. Any amount not disputed within that period will be deemed accepted by Company, to the maximum extent permitted by applicable law.

Company is solely responsible for all taxes, duties, levies, withholding obligations, bank fees, currency-conversion costs, processor fees, payment-method fees, chargeback fees, and similar amounts arising from Company’s use of the Technology Platform or Company’s receipt of payments, except for taxes based solely on Really Global’s net income. Taxes, fees, and similar amounts on Client payments to Company for Company’s services are handled between Company and Client through the integrated third-party payment processors, and Really Global is not responsible for charging, collecting, remitting, or reporting such amounts. The Technology Platform Services Fee charged by Really Global to Company is a separate supply by Really Global to Company. To the extent applicable law requires Really Global to charge value-added tax, goods-and-services tax, or a similar tax on the Technology Platform Services Fee in any jurisdiction (for example, where reverse-charge treatment is not available), such tax will be added to and collected together with the Technology Platform Services Fee, and Company shall pay it. In addition, Really Global may be required under platform-operator information-reporting regimes (such as OECD DAC7 and similar regimes) to report information about Company and Company’s transactions through the Technology Platform to tax authorities, regardless of how funds flow. Company shall provide promptly to Really Global, upon reasonable request, the tax-residency information, identification, tax forms, and consents necessary for Really Global to comply with any of the foregoing obligations.

2. Verification Fees. If Company elects to undergo verification (Section 5: Verification Program), Company agrees to pay all applicable Verification Fees, which may include: (a) base verification fees; (b) administrative, processing, handling, and platform fees charged by Really Global; (c) third-party charges incurred or paid by Really Global to verification sources, vendors, institutions, agencies, or licensure boards (including, without limitation, background-check providers, educational institutions, and government or professional licensure authorities) and recovered from Company; (d) currency-conversion costs; (e) credit-card, debit-card, bank, and other payment-processing fees and costs incurred by Really Global, including the higher costs associated with international or cross-border transactions; and (f) other costs reasonably necessary in connection with Company’s verification. Really Global may charge Company a single inclusive Verification Fee covering some or all of the foregoing components, the composition of which may not be separately itemized.

Verification Fees are separate from the Technology Platform Services Fee and may vary by country, verification source, vendor, institution, agency, currency, processor, and documentation type. Company acknowledges that some fees may not be known in advance and that the timing of such charges cannot always be precisely determined. Where additional costs arise, Really Global will endeavor to provide at least twenty-four (24) hours’ notice before charging Company’s on-file payment method. If such charges cannot be collected automatically, Company remains responsible for payment upon invoice, which shall be due within fifteen (15) days. Verification fees are nonrefundable, regardless of whether Verified status is ultimately granted.

4. TERM AND TERMINATION

A. Term.

This Agreement commences on the Effective Date and continues in effect until terminated in accordance with this Section or as otherwise expressly permitted by this Agreement (the “Term“). Really Global may, in its sole discretion and upon reasonable notice, update this Agreement, the Technology Platform Services, the Technology Platform Services Fee, Appendix 1, Appendix 2, and Really Global’s then-current policies and operational practices, as updated from time to time, and may require Company’s affirmative acceptance of updated terms as a condition of continued access to or use of the Technology Platform. To the maximum extent permitted by applicable law, Company’s continued access to or use of the Technology Platform following any such update constitutes acceptance of the updated terms.

B. Suspension and Restriction of Access.

In addition to and independent of Really Global’s termination rights under this Section, Really Global may, in its sole discretion, at any time, with or without prior notice, and to the maximum extent permitted by applicable law:

1. restrict, limit, suspend, or disable Company’s access to the Technology Platform or any portion of the Technology Platform Services;

2. remove, restrict access to, or decline to display Company’s profile, listings, content, ratings, reviews, communications, or other materials;

3. disable, pause, or decline future bookings, appointments, scheduling, or Client interactions involving Company;

4. pause, hold, withhold, reserve, set off, reverse, or delay payouts, distributions, or other amounts otherwise payable to Company;

5. decline to process new transactions involving Company; and

6. take any other administrative action Really Global determines, in its sole discretion, is appropriate to protect the Technology Platform, Clients, Users, Really Global, payment integrity, privacy, security, or platform integrity.

Really Global’s exercise of any such measure does not constitute termination of this Agreement, does not waive any of Really Global’s other rights or remedies under this Agreement or at law, and does not relieve Company of any obligation under this Agreement, including any obligation to pay amounts owed.

C. Termination for Cause.

Either Party may terminate this Agreement for cause upon a material breach of this Agreement by the other Party, if the breach is capable of cure and is not cured within ten (10) days following written notice of such breach.

D. Immediate Termination by Really Global Without Cure.

Notwithstanding Section 4.C, Really Global may, in its sole discretion and to the maximum extent permitted by applicable law, terminate this Agreement immediately upon written notice, without any cure period, upon the occurrence of any of the following:

1. material, repeated, fraudulent, intentional, illegal, or non-curable breach of this Agreement;

2. any representation or warranty made by Company in this Agreement, in Company’s profile or listings, or in any attestation, certification, or disclosure to Really Global being or becoming false, misleading, inaccurate, outdated, or incomplete in any material respect;

3. any of Company’s representations regarding Company’s credentials, licenses, certifications, supervision arrangements, authorizations, insurance status (where represented by Company or required by applicable law), or other professional status becoming false, outdated, inaccurate, misleading, or incomplete in any material respect, whether disclosed by Company or otherwise identified by Really Global;

4. risk of harm, fraud, abuse, illegal activity, unauthorized access, account compromise, identity misuse, platform misuse, payment misuse, or other circumstances that Really Global determines, in its sole discretion, may threaten Clients, Users, Really Global, the Technology Platform, payment integrity, privacy, security, or platform integrity;

5. any requirement, instruction, rule, restriction, determination, fine, or action of an integrated third-party payment processor, card network, payment-method provider, banking partner, or similar payment-system participant;

6. any order, judgment, injunction, ruling, finding, action, investigation, inquiry, sanction, or similar measure of any court, arbitrator, governmental authority, regulatory body, professional or licensing board, law-enforcement agency, tax authority, or similar authority in any jurisdiction;

7. Company’s filing of, or having filed against it, a voluntary or involuntary petition in bankruptcy that is not dismissed within thirty (30) days; the appointment of a receiver, trustee, custodian, or similar officer to take possession of all or substantially all of Company’s assets, where such appointment is not terminated within thirty (30) days; the making of an assignment for the benefit of creditors; the admission in writing of Company’s inability to pay debts as they come due; any garnishment, attachment, levy, or similar process affecting amounts owed to or held by Really Global on Company’s behalf; or the dissolution of Company if Company is an entity;

8. Company’s violation of any provision of this Agreement that, by its terms, permits immediate action by Really Global, including, without limitation, Section 2.B (Payment Processing and Transaction Functionality), Section 2.C (Refund and Cancellation Policy), Section 2.D (Off-Platform Circumvention Policy), Section 2.F (Affiliate Marketing Services), and Section 2.G (Intellectual Property); or

9. any other circumstance that Really Global determines, in its sole discretion, makes continued performance of this Agreement legally, ethically, professionally, commercially, or operationally inadvisable.

The triggers in this Section D are administrative platform-integrity grounds for ending Company’s access to the Technology Platform. Nothing in this Section D constitutes or shall be construed as a clinical, professional, scope-of-practice, fitness-to-practice, or competency determination by Really Global with respect to Company or any service Company provides.

E. Termination for Convenience.

1. By Company. Company may terminate this Agreement at any time for any or no reason by providing written notice to Really Global or by using any account-closure process made available by Really Global. Termination for convenience by Company does not relieve Company of any obligation accrued prior to, or surviving, termination, including outstanding fees, refunds, chargebacks, indemnity obligations, restrictive covenants, and the obligations of Section 2.D (Off-Platform Circumvention Policy).

2. By Really Global. Really Global may terminate this Agreement for convenience upon thirty (30) days’ written notice to Company, or sooner where permitted under any other provision of this Agreement.

F. Termination for Legal, Regulatory, or Platform-Risk Reasons.

While the Parties intend that this Agreement comply with applicable law, interpretations of law and regulatory positions vary across jurisdictions and may change. If, in Really Global’s sole discretion, continued performance of this Agreement, continued access by Company, or continued availability of any Technology Platform Service may create or expose Really Global, Company, Clients, Users, or the Technology Platform to legal, regulatory, professional, ethical, licensing, payment-network, payment-method, processor, banking, sanctions, export-control, privacy, security, tax, consumer-protection, advertising, platform-integrity, reputational, or other risk in any jurisdiction, Really Global may, in its sole discretion and to the maximum extent permitted by applicable law: (i) suspend, restrict, or terminate Company’s access under this Section; (ii) propose an amendment to this Agreement designed to address the risk; or (iii) terminate this Agreement upon ten (10) days’ written notice. Nothing in this Section requires Really Global to attempt amendment before taking other action, and Really Global has no obligation to continue Company’s access while any amendment is under negotiation.

G. Continued Access After Expiration, Notice, or Transition.

If, after expiration of this Agreement, after notice of termination, after suspension or restriction of access, or during any transition window expressly authorized by Really Global, Company nevertheless accesses or uses the Technology Platform, the Technology Platform Services, or Company’s account, this Agreement (including all then-current policies and operational practices, as updated from time to time) continues to govern such access and use, and Company remains bound by it. Continued access or use shall not be construed as: (i) a renewal, extension, or reinstatement of the Term; (ii) a waiver of any termination, suspension, restriction, fee-collection, set-off, or other remedy of Really Global; (iii) permission, license, or authorization to access or use the Technology Platform; or (iv) a release of any obligation of Company, including any obligation to pay amounts owed.

H. Effect of Termination.

Upon termination or expiration of this Agreement, and to the maximum extent permitted by applicable law:

1. Cessation of Access. Really Global may immediately disable, restrict, or remove Company’s access to the Technology Platform and the Technology Platform Services; remove or restrict access to Company’s profile, listings, content, ratings, reviews, communications, and other materials displayed on or through the Technology Platform; cancel or decline pending or future bookings, appointments, or Client interactions involving Company; and decline to process any new transactions involving Company.

2. Survival of Payment Obligations. Termination or expiration does not affect, and Company remains liable for, any amounts owed to Really Global, whether arising before, during, in connection with, or after termination, and whether identified or discovered before or after termination. Such amounts include, without limitation: Technology Platform Services Fees; Verification Fees; Affiliate Commission clawbacks and reversals; refunds and refund-related amounts under the Platform Refund Policy; chargebacks, disputes, reversals, and related processor fees and fines; reserves and holdbacks; card-network and payment-method assessments, fees, fines, and penalties; processor fees and assessments charged by integrated third-party payment processors; off-platform circumvention amounts, fee recovery, and disgorgement under Section 2.D; taxes, duties, levies, withholding obligations, bank fees, and currency-conversion costs; indemnity amounts and defense costs; and any other amounts owed to Really Global under this Agreement, however characterized. Really Global may apply, retain, set off, deduct, withhold, reverse, recoup, or collect any such amounts from any funds, reserves, payouts, distributions, or other amounts otherwise payable to Company, through any integrated third-party payment processor, banking arrangement, or other means, without further notice or consent, to the maximum extent permitted by applicable law.

3. Return of Materials; Cessation of Mark Use. Company shall promptly cease all use of the Licensed Technology Platform and Material, Really Global Confidential Information, names, logos, trade names, trademarks, service marks, other commercial symbols of Really Global, and any other materials that suggest a connection or association with Really Global. Upon Really Global’s written request, Company shall return or delete any separately downloaded copies of Really Global Confidential Information or proprietary materials, except for copies Company must retain under applicable law or this Agreement. Really Global may reasonably require Company to certify in writing that it has complied with this requirement. All licenses, access rights, and permissions granted to Company under this Agreement immediately terminate.

4. Data Export and Handling. For a reasonable transition period determined by Really Global in its sole discretion, Really Global may, but is not required to, make available to Company limited tools or procedures by which Company may export or obtain Company-generated data reasonably necessary for Company to fulfill its own legal, ethical, professional, regulatory, recordkeeping, tax, or transition obligations. Really Global’s handling, retention, and deletion of data shall be governed by the Privacy Policy and by Really Global’s then-current data practices, as updated from time to time, and by applicable law.

5. Company’s Sole Responsibility for Professional, Client, and Continuity Matters. Company is and remains solely responsible for all professional, clinical, coaching, mentoring, ethical, legal, recordkeeping, notice, referral, transition, continuity, communication, mandatory reporting, and care obligations owed to Clients, Users, professional or licensing bodies, payors, regulators, or any other person, under applicable law, professional standards, ethical obligations, contractual obligations, or otherwise. Really Global does not provide, supervise, direct, oversee, manage, or assume responsibility for Company’s services, Company’s practice, or any continuity-of-care, transition-of-care, or post-termination communication obligations. Any administrative tools, notices, data exports, or transition access that Really Global may provide are platform-administrative accommodations only and do not transfer to Really Global any of Company’s professional, clinical, or continuity obligations.

6. Off-Platform Circumvention Survival. Company’s obligations under Section 2.D (Off-Platform Circumvention Policy), including the twelve (12) month duration measured from the events specified in Section 2.D.7, expressly survive termination or expiration of this Agreement.

7. Other Surviving Obligations. The provisions identified in Section 4.I (Survival), and any other provision of this Agreement that, by its nature or terms, is intended to survive, shall continue in effect notwithstanding termination or expiration of this Agreement.

I. Survival.

Without limiting any other provision of this Agreement, and to the maximum extent permitted by applicable law, the following provisions shall survive termination or expiration of this Agreement for the duration specified therein or, if not specified, indefinitely: Section 1 (relationship, attestations, and platform-integrity discretion) to the extent applicable to post-termination conduct; Section 2.B (Payment Processing and Transaction Functionality); Section 2.C (Refund and Cancellation Policy); Section 2.D (Off-Platform Circumvention Policy), including its twelve (12) month duration; Section 2.E (Client Reviews, Ratings, and Feedback) with respect to content previously submitted or displayed; Section 2.F (Affiliate Marketing Services), including commission clawback and reversal rights; Section 2.G (Intellectual Property); Section 3 (Compensation to Really Global) and any obligation to pay accrued or post-termination amounts; this Section 4 to the extent necessary to give effect to its terms; Section 8 (Insurance and Indemnification); the Sections addressing limitations of liability and disclaimers; Section 10 (Confidentiality; Restrictive Covenants; Equitable Relief), including Non-Interference, Non-Solicitation, No False Statements, Equitable Relief, and applicable confidentiality obligations; the Sections addressing Governing Law, Arbitration, Attorney’s Fees, and Notices; and any other provision that, by its nature or terms, is intended to survive.

J. No Obligation to Restore Access; No Precedent.

Any restoration of access, reinstatement of an account, removal of a restriction, or resumption of services following any suspension, restriction, removal, denial of access, or termination shall be in Really Global’s sole discretion. No action or inaction by Really Global with respect to any suspension, restriction, removal, denial of access, restoration, reinstatement, or termination shall create any obligation to take, or refrain from taking, the same or similar action in any other circumstance, with respect to Company or any other party.

5. VERIFICATION PROGRAM

A. Voluntary Participation; Reservation of Right to Require.

Participation in the Verification Program (“Verification“) is voluntary for Company by default. Company may elect to undergo Verification in order to obtain a “Verified” status on the Technology Platform. Notwithstanding the foregoing, Really Global may, in its sole discretion, require Verification or current Verified status as a condition of access to or use of particular Technology Platform features, badge displays, payment flows, account-integrity processes, fraud-prevention processes, regulatory or legal-compliance requirements, or Really Global’s then-current policies and operational practices, as updated from time to time. Any such requirement is administrative and based on platform-integrity and account-integrity considerations, and shall not be construed as a clinical, professional, scope-of-practice, fitness-to-practice, suitability, competency, or licensure determination by Really Global. The Verification Program is not related to any employment relationship between Really Global and Company.

B. Verification Process and Scope.

Verification is a limited, optional, point-in-time process through which specified documentation, information, or source records provided by Company or available to one or more independent third-party verification vendors, sources, institutions, agencies, licensure authorities, or other verification sources (each, a “Verification Source“) may be reviewed as of a point in time. Really Global may engage one or more Verification Sources from time to time, in its sole discretion, and may add, remove, change, or substitute Verification Sources without notice. Depending on the documentation submitted by Company, Company’s representations under Section 1.C, the country and jurisdiction involved, the documentation type and language, the verification package selected by Company or made available to Company, Verification Source availability, and Really Global’s then-current operational practices, as updated from time to time, Verification may include review of: identity; education; training; certifications; licenses; supervision arrangements; authorizations; background-check information; or other documentation. The scope of Verification available to any particular Company may vary, and Verification may be incomplete, unavailable, or limited for some countries, jurisdictions, institutions, sources, credential types, document types, or languages.

C. Relationship to Section 1.C Representations.

Verification supplements but does not replace Company’s representations, attestations, and duty to update under Section 1.C. Company’s self-attestation under Section 1.C remains the primary representation of Company’s credentials, license, supervision arrangement, certification, qualification, authorization, insurance status (where represented by Company or required by applicable law), service descriptions, and other professional status. Even Verified Companies remain fully bound by Section 1.C and remain solely responsible for the truthfulness, accuracy, completeness, and currency of all such information.

D. Consent and Information Sharing.

By electing to participate in Verification, or by being required to participate under Section 5.A, Company:

1. consents to the collection, use, processing, storage, transfer, and sharing of Company’s personal and professional information by Really Global and by any Verification Source involved in Company’s Verification, in accordance with applicable law, Really Global’s Privacy Policy, and the applicable Verification Source’s terms and privacy practices;

2. agrees to provide accurate, complete, current, and not misleading information and documentation as requested by Really Global or the applicable Verification Source, and to undergo background, identity, education, credential, or similar checks where applicable; and

3. agrees to contact the applicable Verification Source directly for any rights, requests, disputes, or concerns specific to the information reviewed by, or the report generated by, that Verification Source under applicable consumer-reporting, background-check, data-protection, or similar law.

E. Verification Fees.

Company’s Verification Fees are governed by Section 3 (Compensation to Really Global) and Appendix 1. The provisions of Section 3 control with respect to fee amounts, components, currency, timing, notice, payment methods, processor-fee pass-through, third-party charges, international or cross-border premiums, nonrefundability, and dispute deadlines.

F. Verification Results; Badge Administration.

Participation in Verification does not guarantee that Verified status will be granted, maintained, or restored. For purposes of this Section F, “Verification Provider” means the independent third-party vendor identified to Company in connection with the Verification that performs the Verification and provides the result to Really Global. The current Verification Provider is Certn.

The Verification Provider, and not Really Global, performs the underlying Verification. Really Global does not independently determine whether Company passed or failed that Verification and does not evaluate Company’s clinical quality, competence, suitability, scope of practice, fitness to practice, or professional standing.

Really Global displays Verified status only when the Verification Provider returns the successful verification status required for the badge. Really Global may withhold, lapse, remove, or restore the badge to accurately reflect: (i) a result returned, corrected, changed, or withdrawn by the Verification Provider; (ii) expiration, re-verification, or withdrawal under Section 5.I; (iii) the suspension, closure, or removal of Company’s account or public profile under this Agreement; or (iv) a requirement of applicable law.

Really Global may temporarily pause the display of a badge while: (i) a credible concern that the badge may no longer accurately reflect the Verification result or the credential supporting it is referred to Company or the Verification Provider; (ii) Company has materially changed information supporting the badge and re-verification is pending; or (iii) a temporary pause is reasonably necessary to protect a suspended or compromised account or correct a technical display error.

Any action by Really Global under this Section F concerns only the display and administration of the badge. Really Global does not re-perform the Verification or correct, change, or overrule the Verification Provider’s report or result. Questions, disputes, or correction requests concerning the report or information reviewed must be directed to the Verification Provider in accordance with Section 5.D.

G. Meaning of the Verified Badge.

A “Verified” badge indicates only that, as of a date determined by Really Global (the “Verification Date”), specified documentation, information, or source records were reviewed, or were confirmed with an issuing authority, institution, licensure authority, or other source of record, through Really Global’s Verification process. Continued display of a Verified badge after the Verification Date does not indicate that any information has been reviewed, confirmed, or re-confirmed on any date after the Verification Date; the period for which a Verified badge is displayed is determined as described in Section 5.I. A Verified badge is not, and shall not be construed as, any of the following:

1. a guarantee, certification, endorsement, warranty, or representation by Really Global of Company’s competence, suitability, safety, character, professional standing, or appropriateness for any Client or any service;

2. a representation by Really Global of Company’s identity, license status, certification, supervision arrangement, education, qualification, authorization, scope of practice, insurance, good standing, regulatory compliance, or other professional status on any date other than the Verification Date;

3. a representation that Verification has been performed against all jurisdictions, institutions, sources, or credential types that might be relevant to Company; or

4. an undertaking by Really Global to monitor, re-verify, update, or revalidate any aspect of Company’s credentials, license, certification, supervision, education, qualification, authorization, insurance, regulatory status, or professional standing after the Verification Date.

Company authorizes Really Global to display explanatory text to Users and Clients describing the meaning, limitations, and scope of the Verified badge, and to update such explanatory text from time to time in Really Global’s sole discretion.

Automatic lapse is not monitoring. Where a Verified badge lapses automatically upon an expiration date Company has attested for an underlying credential, license, certification, or authorization, that lapse is an automated function of information Company itself supplied and does not constitute monitoring, re-verification, revalidation, or any determination by Really Global regarding Company or any credential.

H. Public Display and Explanatory Text.

Subject to Sections 5.F and 5.I, Really Global may display the Verified badge, related visual elements, the identity or mark of the Verification Provider, and explanatory text describing the meaning, limitations, scope, and status of Verification. In connection with a displayed badge, Company authorizes Really Global to make available to Users, Clients, search engines, and other third parties, in human-readable or structured-data form: (i) the Verification Date; (ii) the identity of the Verification Provider; and (iii) the successful verification status supporting the badge. Really Global will not publicly display or publish Company’s submitted documents, the Verification Provider’s report, background-check details, source responses, or any partial, qualified, incomplete, or negative verification result.

I. Re-verification, Lapse, and Withdrawal.

1. Re-verification. Really Global may, in its sole discretion, require re-verification as a condition of continued Verified status, continued badge display, or continued access to particular Technology Platform features, including where: prior verification has become stale; a Verification Source requires renewal; Company has submitted updated information; Company’s representations under Section 1.C have or appear to have become false, outdated, inaccurate, misleading, or incomplete in any material respect; or Really Global determines re-verification is appropriate for account-integrity, platform-integrity, fraud-prevention, legal, regulatory, privacy, security, payment, operational, or similar reasons.

2. Lapse. Verified status may lapse, expire, or be removed as described in this Section, including upon expiration of any Verification Source determination, upon a defined interval set by Really Global from time to time, or upon any of the events described in Section F or this Section I. Without limiting the foregoing, where Company has attested an expiration date for a credential, license, certification, or authorization underlying Company’s Verified status, Verified status may lapse automatically upon that date unless re-verification has been completed. Really Global will send Company at least one notice approximately thirty (30) days before a credential supporting Company’s Verified status expires. This commitment applies only if the expiration date is recorded on the Technology Platform at least thirty (30) days before it expires. If more than one credential supports the badge, the notice will be based on the earliest recorded expiration date. If an expiration date is first provided or changed less than thirty (30) days before expiration, Really Global will send notice as soon as reasonably practicable. The notice is based on the expiration information then recorded on the Technology Platform and does not constitute monitoring or re-verification by Really Global. Company remains responsible for keeping that information accurate and deciding whether to purchase another Verification. Verified status will lapse on the applicable expiration date even if Company does not receive or act upon the notice.

3. Withdrawal. Company may withdraw from the Verification Program at any time through any process made available by Really Global. Withdrawal may result in immediate removal or lapse of Verified status and may affect Company’s access to Technology Platform features or functionality that require current Verified status under Section 5.A.

J. Vendor and Source Limitations.

Verification availability, scope, sources, timing, completeness, accuracy, and results may vary by country, jurisdiction, institution, agency, licensure authority, document type, document language, Verification Source, source availability, and Really Global’s then-current operational practices, as updated from time to time. To the maximum extent permitted by applicable law, Really Global is not responsible for the accuracy, completeness, timeliness, availability, reliability, validity, or continued validity of any Verification Source, database, institution, agency, licensure authority, vendor, source, report, or verification result, including any error, omission, delay, incompleteness, or unavailability thereof.

K. No General Duty; No Endorsement; No Suitability Determination.

Verification is a limited, optional, point-in-time process. Verification does not create, and shall not be construed to create, any of the following:

1. a general duty by Really Global to verify, monitor, screen, credential, license, certify, supervise, or evaluate Company or any other person providing services through the Technology Platform;

2. a duty by Really Global to re-verify any Company;

3. a duty by Really Global to monitor ongoing license, supervision, credential, certification, education, insurance, regulatory, or professional status;

4. a duty by Really Global to detect or to act upon changes occurring after the date of any review;

5. a duty by Really Global to guarantee or warrant any Verification Source, database, institution, agency, licensure authority, vendor, source, report, or verification result; or

6. a representation, warranty, endorsement, certification, or guarantee by Really Global that Company is competent, suitable, safe, properly licensed, properly certified, properly supervised, within scope of practice, insured, in regulatory compliance, in good standing, or appropriate for any Client or any service.

Really Global does not independently credential, license, certify, supervise, evaluate, or determine Company’s competence, suitability, scope of practice, legal compliance, regulatory compliance, professional standing, safety, or appropriateness for any Client. The absence of a Verified badge for any Company shall not be construed as a representation by Really Global regarding that Company’s actual credentials, license, certification, supervision arrangement, qualification, authorization, status, or fitness.

L. Adverse Action; Applicable-Law Notices.

Where applicable consumer-reporting, background-check, data-protection, or similar law requires specific notices, disclosures, or procedures in connection with a decision regarding Verified status based on a Verification Source report, such notices, disclosures, or procedures shall be provided or relayed by Really Global, or by the applicable Verification Source, only to the extent and in the manner applicable law specifically requires based on each party’s role. Really Global makes no commitment to provide notices, disclosures, procedures, or rights beyond what applicable law specifically requires.

M. Company’s Responsibilities and Representations.

Company represents and warrants that all information and documentation provided for or in connection with Verification are true, accurate, complete, current, and not misleading. Company shall, promptly after Company knows or reasonably should know of any such change, and consistent with Company’s duty to update under Section 1.C.v, update Company’s profile and notify Really Global if any representation regarding Company’s credentials, licenses, certifications, supervision arrangements, authorizations, insurance status (where represented by Company or required by applicable law), or other professional status becomes false, outdated, inaccurate, misleading, or incomplete in any material respect. Company’s representations under this Section 5.M expressly include the truthfulness, accuracy, completeness, and currency of every issue date, effective date, renewal date, and expiration date Company supplies for any credential, license, certification, or authorization, including any such date on which Company’s Verified status, badge display, or lapse of either depends. Any such date that is false, inaccurate, outdated, or misleading constitutes a material breach under Section 1.D.

N. Compliance with Local Laws.

Company is solely responsible for ensuring that Company’s participation in the Verification Program, Company’s provision of information and documentation to Really Global and to any Verification Source, and Company’s consent to background checks, identity verification, credential verification, or similar checks comply with applicable laws in Company’s jurisdiction, including any consent, notice, disclosure, employment-law, consumer-reporting, data-protection, privacy, or similar requirements.

O. Indemnification.

Company’s indemnification obligations in connection with Company’s participation in the Verification Program, the truthfulness, accuracy, completeness, and currency of Company’s submissions, attestations, representations, and documentation under this Section 5, any action or inaction by Really Global or any Verification Source taken in reliance on the foregoing, and any other matter arising from or relating to this Section 5, are governed by Section 8 (Insurance; Indemnification).

P. No Precedent.

No action or inaction by Really Global with respect to any Verification, Verified status, decision to grant, deny, condition, limit, remove, restrict, lapse, revoke, restore, or require re-verification, or any related determination shall create any obligation to take, or refrain from taking, the same or similar action in any other circumstance, with respect to Company or any other party.

6. COVENANTS.

A. Company’s Covenants.

During the Term and for so long as Company accesses or uses the Technology Platform, Company covenants and agrees that, at all times, Company shall comply with, and is solely responsible for compliance with, all applicable laws, rules, regulations, orders, judgments, professional standards, ethical standards, codes, requirements, and obligations applicable to Company, Company’s personnel, Company’s services, Company’s records, Company’s content, Company’s payments, and Company’s access to or use of the Technology Platform, including, without limitation:

1. licensing, registration, certification, supervision, authorization, qualification, scope-of-practice, and professional-standing obligations;

2. ethical, professional-conduct, and standards-of-practice obligations;

3. privacy, data protection, confidentiality, and information-security obligations;

4. recordkeeping, retention, disclosure, mandatory-reporting, and continuity obligations;

5. advertising, marketing, consumer-protection, and disclosure obligations;

6. tax, withholding, reporting, and currency obligations;

7. payment, refund, chargeback, dispute, and related obligations;

8. insurance obligations, where required by applicable law or where represented by Company;

9. anti-discrimination, anti-harassment, employment-law, and personnel obligations applicable to Company’s relationship with Company’s personnel;

10. anti-bribery, anti-corruption, sanctions, and export-control obligations;

11. consent, authorization, notice, and disclosure obligations applicable to Company’s use of Technology Platform features that involve recording, transcription, artificial intelligence (“AI”) processing, content capture, communications, documentation, or analysis of Client interactions, except to the extent Really Global expressly assumes a specific consent workflow in writing or through the Technology Platform; even where Really Global provides or makes available consent-capture tools, Company remains solely responsible for ensuring that Company’s use of any such feature is lawful in Company’s jurisdiction and consistent with Company’s professional and ethical obligations; and

12. obligations relating to minors and other protected populations — Really Global makes available age-eligibility, parental-consent, guardian-consent, and similar workflows and feature gates that determine, based on each Client’s age, jurisdiction, and applicable consent, which Technology Platform features and provider categories (including licensed and non-licensed provider categories) are accessible to that Client. Company shall provide services to minors and other protected populations only in accordance with the eligibility and consent outcomes produced by those workflows and feature gates, and Company remains solely responsible for compliance with all applicable parental-consent, guardian-consent, mandatory-reporting, professional, ethical, scope-of-practice, and licensing requirements applicable to Company’s services to such Clients; and

13. any other obligation under applicable law, professional or ethical standard, contract, code of conduct, or other source of obligation to which Company is subject.

Company shall also comply with this Agreement, the Privacy Policy, and Really Global’s then-current policies and operational practices, as updated from time to time, applicable to Company’s access to or use of the Technology Platform.

B. Relationship to Section 1.C and Section 1.E; No Duty by Really Global.

The covenants in this Section 6 are in addition to, and not in limitation of, Company’s representations, warranties, attestations, and duty to update under Section 1.C and Company’s responsibility for the provision of Company’s services under Section 1.E. Nothing in this Section 6 transfers, shifts, or assigns to Really Global any of Company’s obligations under applicable law, professional or ethical standards, contract, or otherwise. Really Global does not undertake, and shall not be construed as undertaking, any duty to monitor, enforce, advise on, supervise, ensure, verify, or determine Company’s compliance with any obligation referenced in this Section 6.

C. Material Breach; Remedies.

Any breach of this Section 6 by Company constitutes a material breach of this Agreement. Without limiting any other right or remedy available to Really Global under this Agreement or at law, Really Global may, in its sole discretion and to the maximum extent permitted by applicable law, exercise any combination of the remedies available under this Agreement, including, without limitation: suspension or restriction of access under Section 4.B; termination for cause under Section 4.C; immediate termination without cure under Section 4.D; termination for legal, regulatory, or platform-risk reasons under Section 4.F; the remedies described in Section 2.C (Refund and Cancellation Policy), Section 2.D (Off-Platform Circumvention Policy), Section 2.F (Affiliate Marketing Services), and Section 5.F (Verification decisions and grounds); withholding, set-off, recoupment, reversal, and collection of amounts owed under Section 4.H.2 and otherwise under this Agreement; and indemnification under Section 8. No election by Really Global of any remedy shall preclude or waive any other remedy.

D. Survival.

This Section 6 shall survive termination or expiration of this Agreement to the extent necessary to give effect to its terms and to the maximum extent permitted by applicable law.

7. RECORDS AND DATA

A. Categories of Records and Data.

For purposes of this Agreement, the following categories of records and data are addressed:

1. Company Professional Records. Records that Company is required to create, maintain, retain, or disclose under applicable law, professional or ethical standards, contract, or Company’s own policies, including, without limitation, clinical notes, treatment records, session records, supervision records, coaching or mentoring records, billing records, and other records that constitute professional, clinical, or service records of Company.

2. Company Data and Profile Content. Information, content, materials, descriptions, listings, profile and specialty-page content, service offerings, availability, pricing, communications, photographs, video, audio, and other content submitted by, on behalf of, or through Company to the Technology Platform.

3. Platform Records. Records, data, logs, metadata, configurations, derivative works, and other information generated by, maintained by, or relating to the operation, administration, security, integrity, or improvement of the Technology Platform.

4. Transaction and Payment Records. Records relating to transactions, bookings, appointments, scheduling, sessions, payments, payouts, fees, refunds, chargebacks, reserves, reversals, taxes, currency conversions, processor activity, set-offs, withholdings, and related financial activity through the Technology Platform.

5. Client Account and Communications Data. Data relating to Client accounts, registrations, identifiers, contact information, preferences, communications with Really Global and Company, support interactions, consents, and other Client-facing data.

6. Audit, Access, Support, and Security Records. Records relating to authentication, access, session activity, support requests, incident response, fraud prevention, security monitoring, compliance investigations, and similar administrative records.

These categories are not mutually exclusive, and the same record, content, or data may fall into more than one category depending on context, use, applicable law, and the rights and obligations at issue.

B. Company Professional Records — Sole Responsibility.

Company is and remains solely responsible for the creation, content, accuracy, completeness, legal sufficiency, retention, organization, disclosure, transfer, security, and professional, ethical, and legal compliance of Company Professional Records, and for the discharge of all professional, ethical, regulatory, recordkeeping, retention, disclosure, mandatory-reporting, transfer, and continuity-of-care obligations under applicable law, professional standards, and ethical obligations with respect to Company Professional Records. Really Global does not act as the professional record custodian for Company Professional Records, and does not supervise, audit, validate, or assume responsibility for Company Professional Records, and does not assume any of Company’s professional-record, clinical-documentation, legal-sufficiency, recordkeeping, retention, mandatory-reporting, transfer, or continuity-of-care obligations, even where Really Global hosts, stores, processes, transmits, retains, backs up, or provides tools that Company uses in connection with Company Professional Records.

C. Really Global’s Data Rights.

Subject to the Privacy Policy and applicable law, Really Global may, in its sole discretion and to the maximum extent permitted by applicable law:

1. Host and process data. Host, store, process, transmit, route, mirror, back up, replicate, retain, access, disclose, archive, and otherwise handle Company Data and Profile Content, Platform Records, Transaction and Payment Records, Client Account and Communications Data, Audit, Access, Support, and Security Records, and other data or content generated through, submitted to, transmitted via, captured by, or derived from access to or use of the Technology Platform, including, without limitation, profile content, listings, transcripts, transcriptions, session recordings, audio, video, session metadata, communications, messages, journals, worksheets, assessments, ratings, reviews, transaction data, and any other content or data.

2. Develop, train, and operate AI/ML and similar systems. Subject to applicable law, the Privacy Policy, applicable consents, feature settings, and any applicable data-processing terms, notices, or addenda, process, analyze, and use the foregoing for the development, training, testing, validation, fine-tuning, benchmarking, evaluation, deployment, and operation of artificial intelligence, machine learning, natural language processing, speech-to-text, transcription, translation, summarization, search, sorting, ranking, filtering, and similar models, systems, technologies, and tools. Any such models, systems, technologies, or tools made available to Company, Company’s personnel, or Clients are administrative, platform-operational, productivity, search, sorting, and non-clinical tools, are designed to support — not to substitute for — Company’s independent professional judgment, and shall not be construed as, or used as a substitute for, clinical, diagnostic, treatment, prescribing, crisis-response, scope-of-practice, fitness-to-practice, suitability, competency, or provider-selection determinations by Really Global. Notwithstanding the foregoing, Really Global shall not use Client clinical content — including, without limitation, session audio or video recordings, session transcripts, session-derived notes, journals, worksheets, assessments, and the substantive content of Provider-Client communications occurring within a clinical session — as training data for the development, fine-tuning, or evaluation of artificial intelligence or machine learning models, except where (i) both the applicable Provider and the applicable Client have affirmatively opted in through a consent flow expressly identified by Really Global as authorizing such use, (ii) the data has been de-identified or aggregated in accordance with applicable law and the Privacy Policy. A legal requirement or legal process may require Really Global to preserve, process, or disclose information, but does not by itself authorize Really Global to use Client clinical content as AI training data. Platform Records, Transaction and Payment Records, Audit, Access, Support, and Security Records, Company Data and Profile Content (other than Client clinical content as described above), and aggregated, de-identified, anonymized, statistical, derivative, and benchmark data may be used for the foregoing purposes without such opt-in, subject to applicable law, the Privacy Policy, and any applicable Data-Processing Addendum (including the DPA where applicable). For the avoidance of doubt, the use of de-identified or aggregated data permitted under this paragraph remains subject to the de-identification standards set by applicable law (including, where applicable, the HIPAA de-identification standard at 45 CFR § 164.514 and the GDPR anonymization standard).

3. Provide platform features. Develop, deploy, provide, maintain, and improve features, tools, services, and products for Company, Company’s personnel, Clients, and other Users, including, without limitation, transcription, recording, summarization, search, sorting, ranking, filtering, scheduling, payment, communication, content-handling, productivity, and analytics features. Such features are administrative and platform-operational, are designed to support — not to substitute for — Company’s independent professional judgment, and shall not be construed as clinical, diagnostic, treatment, prescribing, crisis-response, scope-of-practice, fitness-to-practice, suitability, competency, or provider-selection determinations by Really Global. The specific features made available, and the terms applicable to such features, may be governed by Really Global’s then-current policies and operational practices, as updated from time to time.

4. Use aggregated and de-identified data. Aggregate, de-identify, anonymize, transform, and combine the foregoing with other data, and use, retain, exploit, license, and disclose aggregated, de-identified, anonymized, statistical, derivative, and benchmark data without temporal limit and for any lawful purpose, to the maximum extent permitted by applicable law, including, without limitation, after termination or expiration of this Agreement, and including for the development, ownership, licensing, and commercial exploitation of proprietary data assets, models, products, and services. Pseudonymized data may be processed, retained, used, and disclosed only as permitted by applicable law, the Privacy Policy, applicable data-processing terms, notices, or addenda, and Really Global’s then-current policies and operational practices, as updated from time to time.

5. Operate, secure, and improve the Technology Platform. Use the foregoing for platform operations, security, fraud prevention, account integrity, abuse and misuse detection, quality assurance, service and feature improvement, research, benchmarking, analytics, statistics, and insights.

6. Communicate, support, and comply. Use the foregoing to communicate with Company, Company’s personnel, Clients, and other Users; provide customer and technical support; respond to legal, regulatory, processor, card-network, payment-method, and law-enforcement inquiries and requirements; protect and enforce Really Global’s rights, the Technology Platform, and the safety, security, privacy, and integrity of Users, accounts, and the Technology Platform; and comply with applicable law, processor and card-network rules, payment-method rules, and other obligations.

All right, title, and interest in and to: Platform Records; Audit, Access, Support, and Security Records; derivative works generated by or for Really Global; aggregated, de-identified, anonymized, statistical, derivative, and benchmark data; analytics; insights; outputs; and artificial intelligence, machine learning, and similar models, embeddings, weights, training data sets, and outputs developed, trained, compiled, or generated by or for Really Global, are and remain with Really Global and its licensors. Notwithstanding the foregoing, nothing in this Section 7.C transfers to Really Global any right, title, or interest in or to Company Professional Records, Company Data and Profile Content, Client personal data, or any underlying content or data owned by Company, Clients, or third parties, except for the rights and licenses expressly granted to Really Global under this Agreement (including Section 2.G), the Privacy Policy, applicable consents, applicable data-processing terms, and applicable law. Without limiting the foregoing, Really Global’s ownership of any training data set, derivative work, model, output, or related asset does not include any right, title, or interest in or to the underlying Company Professional Records, Company Data and Profile Content, Client personal data, or third-party content from which such training data set, derivative work, model, output, or related asset is derived, except for the rights and licenses expressly granted to Really Global under this Agreement (including Section 2.G), the Privacy Policy, applicable consents, applicable data-processing terms, and applicable law. Company’s rights in Company Data and Profile Content, and Really Global’s license to such content, are governed by Section 2.G (Intellectual Property).

Really Global’s exercise of any right under this Section 7.C is administrative and platform-operational, and does not constitute, and shall not be construed as: (i) Really Global acting as the professional record custodian for, supervising, auditing, validating, or assuming responsibility for Company Professional Records; (ii) Really Global assuming any of Company’s professional, clinical, recordkeeping, retention, mandatory-reporting, transfer, or continuity-of-care obligations; or (iii) any clinical, professional, scope-of-practice, fitness-to-practice, suitability, competency, or licensure determination by Really Global with respect to Company or any service Company provides.

D. Communications with Clients.

Really Global may communicate with Clients in accordance with the Privacy Policy and applicable law for service-related purposes, including, without limitation: platform operations; customer and technical support; transaction processing and disputes; account integrity, fraud prevention, security, and privacy matters; legal and regulatory matters; platform notices, updates, and announcements; and survey, research, and feedback solicitation. Where permitted by applicable law, the Privacy Policy, and applicable Client consents and preferences, Really Global may also communicate with Clients regarding Really Global features, products, services, and offerings. Really Global’s communications with Clients are conducted on the basis of Platform Records, Transaction and Payment Records, Client Account and Communications Data, and Audit, Access, Support, and Security Records, and not on the basis of Company Professional Records.

E. Records Access, Audit, and Cooperation.

1. Really Global’s Right to Request Company Records. Really Global may, from time to time and in its sole discretion, upon reasonable notice (or without notice where necessary to address fraud, security, legal, regulatory, processor, card-network, payment-method, or platform-integrity concerns), request from Company records, documentation, information, or data reasonably necessary to verify Company’s compliance with this Agreement, the Privacy Policy, applicable law, processor and card-network rules, payment-method rules, or Really Global’s then-current policies and operational practices, including, without limitation, in connection with: payment, refund, chargeback, dispute, reversal, reserve, set-off, withholding, or tax matters; off-platform circumvention under Section 2.D; affiliate marketing under Section 2.F; Verification under Section 5; insurance and indemnification under Section 8; investigations of fraud, abuse, misuse, security, privacy, or platform integrity; and legal, regulatory, processor, payment-network, or law-enforcement inquiries. Company shall cooperate reasonably and promptly with any such request.

2. Company’s Limited Right of Inquiry. Company has no general right to inspect, audit, copy, or access Really Global’s books, systems, Platform Records, or other data. Company may, upon reasonable written request, request from Really Global a reasonable summary or report of amounts charged to, withheld from, paid to, paid by, refunded by or to, reversed, charged back, set off against, or disputed with respect to Company’s account, subject to: applicable law; confidentiality, privacy, security, privilege, trade-secret, and intellectual-property protections; protection of other Users’ data; technical and operational limitations; Really Global’s then-current policies and operational practices; and the fee-dispute deadlines and procedures in Section 3.

3. Cost Allocation. Each Party shall bear its own costs in connection with records access or cooperation under this Section 7.E, except that if Really Global’s review or audit reveals a material breach of this Agreement, fraud, intentional misconduct, or other material non-compliance by Company, Company shall reimburse Really Global’s reasonable costs and expenses (including reasonable attorneys’ fees) incurred in connection with such review or audit.

4. No Precedent. No action or inaction by Really Global with respect to any records access, audit, request, review, or cooperation shall create any obligation to take, or refrain from taking, the same or similar action in any other circumstance.

F. Records Export, Retention, Backup, and Deletion.

1. Discretionary Export Tools. Really Global may, in its sole discretion, make available to Company tools or processes by which Company may export or obtain copies of certain Company Data and Profile Content or, where applicable, certain Company-generated data necessary for Company’s own professional, ethical, legal, regulatory, recordkeeping, retention, mandatory-reporting, transfer, or continuity-of-care obligations. The availability, scope, format, and timing of any such tools or processes are subject to applicable law, the Privacy Policy, applicable data-processing terms, privacy and security controls, technical and operational limitations, Company’s account status, Company’s compliance with this Agreement, amounts owed by Company, legal holds, and Really Global’s then-current policies and operational practices, as updated from time to time. Nothing in this Section 7.F.1 obligates Really Global to provide, maintain, or continue any particular export tool, process, format, scope, or timing.

2. Company’s Sole Responsibility for Recordkeeping. Really Global’s provision of, or failure to provide, any export tool, retention period, deletion mechanism, or transition access does not transfer to Really Global any of Company’s professional, ethical, legal, regulatory, recordkeeping, retention, mandatory-reporting, transfer, or continuity-of-care obligations, all of which remain solely with Company.

3. Retention. Each Party retains records, documentation, and data as required by applicable law and by such Party’s own policies. Really Global’s collection, use, retention, processing, and deletion of data are governed by the Privacy Policy and applicable law. Really Global may retain data without temporal limit and after termination or expiration of this Agreement, to the maximum extent permitted by applicable law, including, without limitation, aggregated, de-identified, anonymized, statistical, derivative, and benchmark data, and AI/ML models, embeddings, weights, outputs, and training data sets to the extent such training data sets consist of or are derived from data Really Global may retain without temporal limit under this Section 7. Pseudonymized data and personal data shall be retained only as permitted by applicable law, the Privacy Policy, applicable data-processing terms, applicable consents, and Really Global’s then-current policies and operational practices.

4. Backups, Archives, and Legal Holds. Even where data is deleted, exported, or otherwise removed from the Technology Platform, copies of such data may persist in backups, archives, audit logs, security records, legal-hold records, fraud-prevention records, dispute records, and similar systems for the periods permitted or required by applicable law, security and disaster-recovery practices, legal holds, audit obligations, fraud-prevention obligations, and Really Global’s then-current policies and operational practices.

G. Client Rights Under Applicable Law.

Clients may have rights under applicable law and the Privacy Policy to access, export, correct, delete, restrict, object to processing of, or obtain copies of certain personal data held by Really Global. Where Company is legally or professionally responsible for responding to a request relating to Company Professional Records, Company remains solely responsible for such response, regardless of whether the request is communicated to Company directly or through Really Global. Really Global may, in its sole discretion and in accordance with the Privacy Policy and applicable law, relay or forward such requests to Company.

H. No Assumption of Company’s Obligations.

Nothing in this Agreement, including, without limitation, this Section 7, Really Global’s hosting, storage, processing, transmission, backup, retention, access, disclosure, analytics, transcription, recording, AI/ML processing, or other handling of data, or Really Global’s provision of any tool, feature, service, or platform functionality, shall be construed as Really Global undertaking, assuming, or accepting any of Company’s professional, clinical, coaching, mentoring, ethical, legal, regulatory, recordkeeping, retention, mandatory-reporting, transfer, continuity-of-care, supervision, scope-of-practice, fitness-to-practice, competency, or licensure obligations. All such obligations remain solely with Company.

I. Relationship to Section 2.G and Privacy Policy.

Company’s grant of license to Really Global in Company Data and Profile Content, and the Parties’ respective rights in intellectual property, are governed by Section 2.G. Really Global’s collection, use, processing, sharing, retention, and other handling of personal data is governed by the Privacy Policy, applicable law, and any applicable data-processing terms, notices, or addenda. In the event of any conflict between this Section 7 and Section 2.G or the Privacy Policy with respect to the matters they specifically address, Section 2.G or the Privacy Policy (as applicable) shall control with respect to such matters.

J. Survival.

This Section 7 shall survive termination or expiration of this Agreement to the extent necessary to give effect to its terms and to the maximum extent permitted by applicable law. Without limiting the foregoing, Really Global’s rights under Section 7.C — including, without limitation, with respect to aggregated, de-identified, anonymized, statistical, derivative, and benchmark data, and AI/ML models, embeddings, weights, outputs, and training data sets to the extent such training data sets consist of or are derived from data Really Global may retain without temporal limit under Section 7 — survive termination or expiration of this Agreement indefinitely to the maximum extent permitted by applicable law. The treatment of pseudonymized data and personal data following termination or expiration is governed by applicable law, the Privacy Policy, applicable data-processing terms, applicable consents, and Really Global’s then-current policies and operational practices.

8. INSURANCE; INDEMNIFICATION.

A. Insurance Coverage.

During the Term and for so long as Company accesses or uses the Technology Platform, Company shall, at Company’s cost, maintain or be covered by insurance coverage required by:

1. applicable law;

2. applicable professional or ethical standards or rules;

3. applicable contractual obligations; and

4. Really Global’s then-current policies and operational practices, as updated from time to time, including any platform-access insurance minimums Really Global may set as a condition of access to or use of the Technology Platform or particular Technology Platform features (which minimums are administrative platform-access requirements and are not, and shall not be construed as, a recommendation, determination, or assessment by Really Global of the insurance appropriate to Company’s services, role, profession, jurisdiction, or risks).

Without limiting the foregoing, Company shall maintain such additional insurance coverage as Company determines appropriate for Company’s own services, personnel, risks, jurisdictions, role, represented professional status, handling of Client data, and use of the Technology Platform.

Insurance coverage maintained by Company may include, in each case where applicable, available, required, or appropriate for Company’s role, services, jurisdiction, represented professional status, and use of the Technology Platform: professional liability, malpractice, errors-and-omissions, general liability, cyber, data-security, technology-errors, employment-practices, and similar coverage. Company acknowledges that not all coverage types are available, applicable, required, or appropriate for all Company types, services, roles, or jurisdictions, and Company is solely responsible for determining the coverage appropriate for Company.

If Company maintains claims-made coverage, Company shall maintain tail or extended-reporting-period coverage where commercially available, legally or professionally required, or otherwise appropriate for Company’s role, services, jurisdiction, and risk profile.

B. Additional Insured; Waiver of Subrogation; Proof of Insurance; Notice of Changes.

1. Additional Insured. Where commercially available, legally permitted, permitted by applicable policy terms, and reasonably requested by Really Global, Company shall cause Really Global and, where applicable, the Indemnified Parties (as defined in Section 8.D) to be named as additional insureds on applicable insurance policies maintained by Company.

2. Waiver of Subrogation. Where commercially available, legally permitted, and permitted by applicable policy terms, Company shall cause Company’s insurers to waive rights of subrogation against Really Global and the Indemnified Parties.

3. Proof of Insurance. Upon Really Global’s reasonable request, Company shall provide Really Global with certificates of insurance, policy summaries, endorsements, renewal evidence, and other reasonable documentation of Company’s insurance coverage, additional-insured status, and waiver of subrogation. Really Global’s request for, receipt of, review of, or failure to request any such documentation does not constitute, and shall not be construed as, Really Global verifying, approving, recommending, or determining the adequacy, validity, scope, exclusions, sufficiency, availability, or appropriateness of Company’s insurance coverage; Really Global undertakes no duty to do so.

4. Notice of Cancellation, Non-Renewal, or Material Change. Company shall promptly notify Really Global of any cancellation, lapse, expiration, non-renewal, suspension, restriction, or material reduction or change in Company’s insurance coverage that may affect Company’s compliance with this Section 8.A or Section 8.B.

C. Insurance Does Not Limit Liability.

Company’s insurance coverage, the limits of such coverage, the existence or non-existence of such coverage, or the receipt or non-receipt of proceeds under such coverage, shall not, in any way, limit, reduce, modify, satisfy, or otherwise affect Company’s indemnification obligations under this Section 8, Company’s payment, refund, chargeback, reserve, set-off, withholding, tax, or other financial obligations under this Agreement, Company’s privacy, data-security, or recordkeeping obligations, or any other obligation of Company under this Agreement.

D. Indemnified Parties.

For purposes of this Agreement, “Indemnified Parties” means Really Global and its parents, subsidiaries, affiliates, officers, directors, shareholders, members, managers, employees, contractors, vendors, agents, representatives, licensors, successors, and assigns.

E. Indemnification by Company.

To the maximum extent permitted by applicable law, Company shall defend, indemnify, and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, proceedings, investigations, inquiries, audits, losses, liabilities, damages, judgments, settlements, awards, penalties, fines, assessments, sanctions, chargebacks, refunds, reversals, reserves, processor fees and fines, card-network and payment-method costs and penalties, taxes, defense costs, expert fees, attorneys’ fees, court and arbitration costs, and other reasonable losses, costs, and expenses, whether arising from third-party claims against any Indemnified Party or as direct losses to any Indemnified Party, arising out of, relating to, in connection with, or resulting from:

1. Company’s services or any other services offered, listed, advertised, scheduled, provided, or made available by, through, or in connection with Company or Company’s account on the Technology Platform;

2. any act, omission, error, misconduct, negligence, fraud, willful misconduct, or violation of law or of any professional, ethical, or contractual obligation by Company, Company’s personnel, Company’s Users, or any person acting through Company’s account;

3. claims by any Client arising from or relating to Company’s services, communications, profile, listing, specialty-page content, records, professional conduct, coaching conduct, mentoring conduct, peer-support conduct, wellness-practice conduct, pastoral or spiritual-support conduct, or any other service offered or provided by Company;

4. claims by any third party arising from or relating to Company’s conduct, content, services, records, account, transactions, or use of the Technology Platform;

5. any inquiry, investigation, action, proceeding, finding, ruling, fine, penalty, sanction, or other measure of any governmental authority, regulatory body, professional or licensing board, payment processor, card network, payment-method provider, banking partner, or law-enforcement, court, arbitral, or similar authority in any jurisdiction, in each case arising from or relating to Company’s conduct, services, representations, account, transactions, use of the Technology Platform, or breach of this Agreement;

6. any breach of this Agreement (including, without limitation, any covenant, representation, warranty, attestation, or duty to update under Section 1.C), the Privacy Policy, processor or card-network rules, payment-method rules, Really Global’s then-current policies and operational practices, or applicable law by Company, Company’s personnel, Company’s Users, or any person acting through Company’s account;

7. any payment, refund, chargeback, dispute, payout, reserve, reversal, set-off, withholding, tax, processor, card-network, or payment-method issue arising from or relating to Company’s account, transactions, or use of the Technology Platform;

8. any off-platform circumvention, breach of Section 2.D, or related claim;

9. any participation by Company in, or breach by Company of, the Affiliate Marketing Services under Section 2.F, including, without limitation, Affiliate Commission clawbacks, reversals, or related claims;

10. any participation by Company in, or submission by Company of information or documentation in connection with, the Verification Program under Section 5, including, without limitation, the truthfulness, accuracy, completeness, and currency of Company’s submissions, attestations, representations, and documentation, and any action or inaction by Really Global or any Verification Source taken in reliance on the foregoing;

11. any records, data, or content matter under Section 7, including, without limitation, any Company download, export, storage, transmission, retention, mishandling, disclosure, loss, breach, or other processing of Client data outside the Technology Platform, and any Company use of Technology Platform features that involve recording, transcription, AI processing, content capture, communications, documentation, or analysis of Client interactions, including, without limitation, any failure by Company to obtain or maintain any notice, consent, authorization, or permission required for such use;

12. any Company content, profile, listing, specialty-page content, photograph, video, audio, communication, advertising, marketing material, or other content, including, without limitation, intellectual-property infringement, right-of-publicity, privacy, defamation, advertising, consumer-protection, or related claims;

13. any employment, contractor, labor, wage, hour, tax, benefits, classification, discrimination, harassment, termination, or personnel-related claim involving Company’s personnel, Company’s Users, or any person acting through Company’s account;

14. any false, outdated, inaccurate, misleading, incomplete, unauthorized, or unlawful representation, attestation, submission, profile information, service description, credential, license, certification, supervision arrangement, authorization, qualification, or other representation regarding Company’s professional status, insurance status (where represented by Company or required by applicable law), or other professional information, whether disclosed by Company or otherwise identified by Really Global; and

15. Company’s use, misuse, or other access to the Technology Platform.

F. Carve-Out.

The indemnification obligations of Company under this Section 8 do not apply to the extent finally determined by a court or arbitrator of competent jurisdiction to have resulted from the fraud or willful misconduct of Really Global.

G. Defense; Control; Settlement.

1. Really Global’s Control of Defense. Really Global may, in its sole discretion, with respect to any matter for which Company has an indemnification obligation under this Section 8: (i) control the defense of such matter with counsel of Really Global’s selection, at Company’s cost and expense; (ii) tender the defense of such matter to Company, in which case Company shall promptly assume the defense at Company’s cost and expense with counsel reasonably acceptable to Really Global; or (iii) permit Company to assume the defense of such matter, subject to Really Global’s prior written consent, Really Global’s approval of counsel selected by Company, the absence of any conflict of interest, and Really Global’s continued right to participate in the defense with separate counsel at Company’s cost and expense.

2. Cooperation. Each Party shall reasonably cooperate with the other Party in the defense of any matter under this Section 8, including, without limitation, providing reasonable access to relevant documents, information, and personnel and avoiding any action that would prejudice the defense.

3. Notice. Really Global shall provide Company with reasonable notice of any matter for which Really Global seeks indemnification under this Section 8, provided that any delay in or failure to provide such notice shall not relieve Company of its indemnification obligations under this Section 8 except to the extent Company is actually and materially prejudiced by such delay or failure.

4. Settlement. Company shall not, without Really Global’s prior written consent, enter into any settlement, compromise, consent, judgment, or other resolution of any matter under this Section 8 that: (i) admits fault, liability, or wrongdoing on the part of any Indemnified Party; (ii) imposes any obligation, restriction, or condition on any Indemnified Party; (iii) requires any payment by any Indemnified Party; (iv) affects platform operations, the Technology Platform, or any Indemnified Party’s rights or interests; (v) includes any injunctive, equitable, or non-monetary relief; (vi) fails to include a full, unconditional, and irrevocable release of all Indemnified Parties from all liability arising from or relating to the claim; or (vii) otherwise adversely affects any Indemnified Party.

H. Defense Costs as Incurred.

Company’s obligation to defend any matter for which Company has an indemnification obligation under this Section 8 shall arise upon notice from Really Global, and Company shall pay defense costs, attorneys’ fees, expert fees, and other reasonable costs and expenses as incurred and not deferred until final judgment, settlement, or other final resolution. Any final allocation of costs under the carve-out in Section 8.F shall be determined following final resolution of the matter.

I. Insurance Proceeds Set-Off.

Company’s indemnification obligation under this Section 8 with respect to a particular loss may be reduced solely to the extent any Indemnified Party actually receives insurance proceeds for the same loss, net of any deductibles, retentions, premium increases attributable to the claim, and reasonable costs of recovery. No Indemnified Party has any obligation to seek, claim, or pursue insurance proceeds before, in lieu of, or in mitigation of Company’s indemnification obligation under this Section 8.

J. Mitigation.

Really Global may take reasonable steps to mitigate losses subject to indemnification under this Section 8. Any failure to mitigate shall reduce Company’s indemnification obligation only to the extent finally determined by a court or arbitrator of competent jurisdiction to have caused avoidable losses.

K. Direct Claims; Joint and Several Liability.

1. Direct Claims. The indemnification obligations of Company under this Section 8 apply to direct losses suffered by any Indemnified Party as well as to third-party claims asserted against any Indemnified Party.

2. Joint and Several Liability. Where Company comprises more than one individual or entity, each such individual or entity is jointly and severally responsible for Company’s obligations under this Section 8 to the maximum extent permitted by applicable law. Company remains responsible for the acts and omissions of Company’s personnel, Users, owners, officers, directors, managers, members, shareholders, partners, contractors, agents, and other persons acting through Company’s account or on Company’s behalf.

L. Architectural Disclaimer.

Company controls and is solely responsible for Company’s services, Company’s personnel, Company’s professional, clinical, coaching, mentoring, peer-support, wellness-practice, pastoral or spiritual-support, or other judgment, Company Professional Records, Company’s relationships with Clients, and Company’s compliance with all legal, professional, ethical, regulatory, privacy, data-security, payment, recordkeeping, and other obligations applicable to Company. Really Global’s role as the operator of the Technology Platform does not make Really Global responsible for the provision, quality, legality, scope, documentation, outcome, professional judgment, or compliance of Company’s services or any service offered by Company, and Really Global does not assume any of Company’s professional, clinical, coaching, mentoring, ethical, legal, regulatory, recordkeeping, retention, mandatory-reporting, transfer, continuity-of-care, supervision, scope-of-practice, fitness-to-practice, competency, or licensure obligations.

M. No Precedent.

No action or inaction by Really Global with respect to any tender, control, participation in, settlement of, or non-pursuit of any matter under this Section 8, or with respect to any decision to pursue or not pursue indemnification under this Section 8, shall create any obligation to take, or refrain from taking, the same or similar action in any other circumstance.

N. Relationship to Limitation of Liability.

Company’s indemnification obligations under this Section 8 are not limited by, and shall not be reduced by, Company’s insurance coverage or any limitation of liability between Company and any Indemnified Party. Really Global’s liability to Company under this Agreement is subject to any applicable limitation of liability set forth elsewhere in this Agreement.

O. Survival.

Company’s indemnification obligations under this Section 8 shall survive termination or expiration of this Agreement indefinitely or for the maximum period permitted by applicable law. Company’s insurance obligations under Section 8.A and Section 8.B shall survive termination or expiration of this Agreement to the extent post-Term claims or matters relate to the Term, Company’s services, Company’s use of the Technology Platform, claims-made tail or extended-reporting-period coverage, or as otherwise required by applicable law, professional or ethical standards, or the policies maintained by Company.

9. LEGAL AND REGULATORY COMPLIANCE ACKNOWLEDGMENTS.

A. Relationship to Section 6.

This Section 9 sets forth specific compliance acknowledgments by the Parties. The acknowledgments in this Section 9 supplement, and do not limit, replace, or reduce, Company’s covenants under Section 6, Company’s representations and warranties under Section 1 and Section 5, Company’s payment obligations under Section 3, Company’s records and data obligations under Section 7, Company’s insurance and indemnification obligations under Section 8, or any other obligation of Company under this Agreement.

B. No Fee-Splitting, No Referral Fee, No Improper Payment.

The Parties acknowledge and agree that the Technology Platform Services Fee is commercially reasonable compensation at fair market value for access to and use of the Technology Platform and Technology Platform Services. Verification Fees are separate charges collected to pay or reimburse Really Global for third-party verification costs and related payment-processing costs. Verification Fees are not Technology Platform Services Fees and do not purchase Verified status, placement, ranking, referrals, or professional services. Without limiting Section 3, the Parties further acknowledge and agree that no amount payable by Company to Really Global under this Agreement is, or is intended to be, a clinical fee, professional-services fee, management fee, medical billing fee, insurance billing fee, referral fee, fee-splitting payment, kickback, or payment for recommending, arranging, selecting, approving, steering, supervising, directing, controlling, or providing any Client, Company, provider, service, professional relationship, or services offered or provided by Company. No amount payable to or by Really Global under this Agreement is compensation for recommending, endorsing, selecting, or steering any Client to any Company, or for referring, recommending, or steering any Client or patient to any particular Company. Affiliate Commissions under Appendix 2 compensate eligible participants for promoting the Technology Platform generally. They are paid by Really Global from Really Global’s own funds, are not deducted from Company proceeds, and are not paid for directing any Client to any particular Company. Affiliate Commissions are calculated under Appendix 2 by applying a uniform percentage to the Adjusted Gross Transaction Amount of qualifying telehealth transactions. The calculation method measures Really Global’s general marketing compensation and does not make an Affiliate Commission a payment for professional services, provider selection, recommendation, endorsement, or steering. The Technology Platform Services Fee is calculated as a stated percentage of the Transaction Amount, subject to a uniform minimum Technology Platform Services Fee per transaction, solely as the measure of the platform services provided, at uniform, generally applicable rates set forth in Appendix 1. The Technology Platform Services Fee is determined only by the platform services provided and not by any recommendation, endorsement, selection, or steering of any Client by Really Global.

C. No Prohibited Participation or Sanctions.

Company represents and warrants that neither Company nor, to Company’s knowledge, Company’s personnel who access or use the Technology Platform are currently prohibited, restricted, sanctioned, disqualified, suspended, excluded, debarred, or otherwise legally barred by any governmental authority, regulatory body, professional or licensing authority, payment processor, card network, payment-method provider, banking partner, sanctions or denied-party list, or other authority, in any jurisdiction, from offering, listing, marketing, receiving payment for, or providing the services Company offers, lists, or provides through or in connection with the Technology Platform. Company shall promptly notify Really Global if Company knows or reasonably should know of any change in the foregoing during the Term.

D. Data-Processing, Privacy, and Security Terms.

To the extent the Parties enter into or accept any separate data-processing, privacy, security, professional-records, consumer-health-data, cross-border-transfer, or similar addendum, terms, notices, or agreement (each, a “Data-Processing Addendum“), each such Data-Processing Addendum applies within its stated scope and controls over inconsistent provisions of this Agreement only with respect to the specific matters such Data-Processing Addendum addresses. Really Global may, in its sole discretion and as a condition of access to, or continued access to or use of, the Technology Platform or particular Technology Platform features, require Company to enter into, accept, or comply with any Data-Processing Addendum, including, without limitation, jurisdiction-specific Data-Processing Addenda, that Really Global makes available from time to time. As applicable privacy, data-protection, security, consumer-health-data, professional-records, cross-border-transfer, artificial intelligence, telehealth, or similar legal or regulatory requirements emerge or change in any jurisdiction, Really Global may make available, and the Parties may enter into or accept, additional or updated Data-Processing Addenda from time to time without amendment of this Agreement. As of the Effective Date, the currently-published Data-Processing Addendum is the Really Global Data Processing Agreement (the “DPA”), which applies to Company where the processing involves personal data subject to the GDPR, UK GDPR, or any similar data-protection law. The DPA is incorporated into this Agreement upon its conditions of applicability being satisfied, applies within its stated scope, and controls over inconsistent provisions of this Agreement only with respect to the specific matters it addresses. For the avoidance of doubt, no separate signature or separately executed agreement is required for the DPA to apply: by accepting this Agreement, any Company whose processing of personal data is subject to the GDPR, UK GDPR, Swiss FADP, or any similar data-protection law thereby agrees to, is bound by, and receives the benefit of the DPA automatically, as part of this Agreement and without any further action. Really Global may, from time to time and in its sole discretion, publish additional or updated Data-Processing Addenda (including, without limitation, jurisdiction-specific data-processing terms, EU Standard Contractual Clauses, the UK International Data Transfer Addendum, and addenda addressing US state consumer-health-data laws, India’s Digital Personal Data Protection Act, 2023 (DPDPA), AI-system processing, and similar regimes).

Part 2 Program Eligibility. Really Global does not currently make the Technology Platform available to any Company that is a “Part 2 program” within the meaning of 42 CFR § 2.11. Company represents and warrants that it is not a Part 2 program. Company shall promptly notify Really Global if Company becomes, or learns that it is, a Part 2 program and shall immediately cease using the Technology Platform unless and until Really Global makes the Technology Platform available to Part 2 programs under then-applicable terms, agreements, and operational requirements. For the avoidance of doubt, Company is not ineligible solely because its services address substance use; this restriction applies only where Company is actually a Part 2 program under applicable law. Really Global does not currently undertake to act as a “qualified service organization” or enter into a qualified service organization agreement for any Company.

E. Company Advertising, Marketing, Profile, Listing, and Content Compliance.

Company is solely responsible for ensuring that all advertising, marketing, profile, listing, specialty-page, media, promotional, communication, and other content submitted, displayed, published, distributed, or made available by, on behalf of, or through Company complies with applicable law, professional and ethical standards, this Agreement, the Privacy Policy, and Really Global’s then-current policies and operational practices, as updated from time to time. Without limiting the foregoing, Company shall not publish, display, distribute, or make available any false, fraudulent, misleading, deceptive, unauthorized, or unlawful statement, claim, representation, image, audio, or video. Company’s obligations under this Section 9.E are in addition to, and not in limitation of, Company’s covenants under Section 6, Company’s representations under Section 1.C, and Company’s obligations under Section 2.E (Client Reviews, Ratings, and Feedback) and Section 2.F (Affiliate Marketing Services). Company’s indemnification obligations with respect to any matter under this Section 9.E are governed by Section 8.

F. Third-Party Platform and Integration Compliance.

If Company submits, uploads, publishes, distributes, streams, accesses, integrates with, or otherwise makes available content, communications, or services through any Technology Platform feature or through any third-party platform, channel, integration, application, or service made available, integrated with, or supported by Really Global, including, without limitation, video, audio, social media, communications, scheduling, payment, artificial intelligence, or other third-party platforms or services, Company is solely responsible for ensuring that such content, communications, services, and use comply with applicable law, this Agreement, Really Global’s then-current policies and operational practices, and any applicable third-party platform terms, content policies, community guidelines, intellectual-property policies, privacy rules, advertising rules, and similar requirements. Really Global does not undertake, and shall not be construed as undertaking, any duty to monitor, ensure, verify, or determine Company’s compliance with any third-party platform terms or related requirements.

G. Really Global Compliance and Platform-Integrity Remedies.

Without limiting any other right or remedy available to Really Global under this Agreement or at law, Really Global may, in its sole discretion, at any time, with or without notice, and to the maximum extent permitted by applicable law: remove, restrict access to, disable, decline to display, suspend, or terminate any content, feature access, account access, profile, listing, communication, integration, or other Technology Platform functionality, where Really Global determines, in its sole discretion, that Company’s content, communications, services, conduct, account, or use of the Technology Platform creates, or may create, legal, regulatory, professional, ethical, privacy, security, payment, processor, card-network, payment-method, platform-integrity, third-party-platform, reputational, user-protection, or other risk. The remedies available to Really Global under this Section 9.G are in addition to, and not in limitation of, the remedies available under Section 1.D, Section 2, Section 4 (including, without limitation, Section 4.B suspension and restriction, Section 4.C termination for cause, Section 4.D immediate termination, and Section 4.F termination for legal, regulatory, or platform-risk reasons), Section 5.F (Verification decisions), Section 6.C (material breach remedies), Section 7 (records and data), and Section 8 (insurance and indemnification). Where the EU Digital Services Act (Regulation (EU) 2022/2065) (the “DSA”) applies to Really Global, the applicable Technology Platform service, and the action taken, Really Global will provide the notices, statements of reasons, reporting mechanisms, and other procedural protections required by the DSA. The discretion described in this Section 9.G will be exercised consistently with those requirements. Information about any applicable process for reporting content or challenging a decision will be made available through the Technology Platform or otherwise provided to the affected person as required by law. Nothing in this Section 9.G limits or waives any protection that cannot lawfully be limited or waived. Any action taken by Really Global under this Section 9.G is for platform operation, marketplace integrity, user experience, fraud prevention, security, support, and enforcement purposes, and shall not be deemed clinical supervision, professional evaluation, peer review, utilization review, endorsement, recommendation, fitness-to-practice determination, scope-of-practice determination, competency determination, or care-quality determination by Really Global concerning Company or Company’s services.

H. No Assumption of Company Obligations; Anti-Circumvention; No Precedent.

1. No Assumption of Company Obligations. Really Global’s provision of, or failure to provide, any tool, feature, disclosure, consent flow, upload functionality, content functionality, data-processing infrastructure, third-party integration, or other administrative platform capability does not transfer to Really Global any of Company’s legal, professional, ethical, advertising, privacy, data-protection, recordkeeping, payment, content, third-party-platform, or other compliance obligations. All such obligations remain solely with Company.

2. Anti-Circumvention. Company shall not use, attempt to use, or facilitate the use of the Technology Platform in any manner intended to circumvent, evade, or undermine any legal, professional, ethical, payment, privacy, data-protection, advertising, third-party-platform, or other compliance requirement applicable to Company, Company’s personnel, or Company’s services.

3. No Precedent. No action or inaction by Really Global with respect to any compliance matter, any remedy under Section 9.G, or any other matter under this Section 9 shall create any obligation to take, or refrain from taking, the same or similar action in any other circumstance.

I. Survival.

This Section 9 shall survive termination or expiration of this Agreement to the extent necessary to give effect to its terms and to the maximum extent permitted by applicable law. Without limiting the foregoing, the representations and warranties in Section 9.C survive to the extent applicable to the Term or to Company’s use of the Technology Platform during the Term.

10. CONFIDENTIALITY; RESTRICTIVE COVENANTS; EQUITABLE RELIEF.

A. Confidential Information.

For purposes of this Agreement, “Confidential Information” means any nonpublic information, in any form or medium, that one Party (the “Disclosing Party“) discloses to or makes available to the other Party (the “Receiving Party“) in connection with this Agreement, and that (i) is identified, marked, or designated as confidential, proprietary, or similar at or before the time of disclosure, or (ii) a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information includes, without limitation: nonpublic commercial terms, negotiated terms, pricing schedules, security and access information, credentials, application programming interface keys, access tokens, technical documentation, platform architecture, source code, object code, algorithms, AI/ML models, embeddings, weights, training data sets, derivative works, analytics, data assets, business plans, financial information, financing arrangements, processor and banking relationships, vendor and supplier information, marketing strategy, product roadmap, customer and Client lists (subject to the Privacy Policy and applicable law), operational practices, security incident and vulnerability information, and other nonpublic business, financial, technical, operational, or commercial information.

Confidential Information does not include information that: (1) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or its Representatives in breach of this Section 10; (2) was rightfully known to the Receiving Party or its Representatives without confidentiality obligation before disclosure by the Disclosing Party; (3) is independently developed by the Receiving Party or its Representatives without reference to or use of the Confidential Information; or (4) is rightfully received from a third party who, to the Receiving Party’s knowledge, is not bound by a confidentiality obligation with respect to such information.

For purposes of this Section 10, “Representatives” means each Party’s affiliates and the officers, directors, managers, members, employees, contractors, agents, advisors, attorneys, accountants, auditors, insurers, financing sources, investors, prospective acquirers, and other representatives of each Party who have a need to know the Confidential Information in connection with this Agreement and who are bound by confidentiality obligations substantially similar to those in this Section 10 or by professional or legal duties of confidentiality.

B. Confidentiality Obligations.

Each Receiving Party shall: (1) use the Confidential Information of the Disclosing Party solely in connection with this Agreement and for no other purpose; (2) protect the Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information of similar nature and importance, and in no event less than reasonable care; (3) not disclose the Confidential Information of the Disclosing Party to any person other than its Representatives, except as permitted in this Section 10; and (4) be responsible for any breach of this Section 10 by its Representatives as if such breach had been committed by the Receiving Party itself.

C. Permitted and Required Disclosures.

1. Permitted Disclosures. The Receiving Party may disclose the Confidential Information of the Disclosing Party: (a) to its Representatives on a need-to-know basis, subject to Section 10.A; (b) with the prior written consent of the Disclosing Party; (c) to the extent reasonably necessary to perform or enforce this Agreement, including, without limitation, in legal, arbitral, regulatory, processor, card-network, payment-method, or law-enforcement proceedings or inquiries; (d) to insurers, financing sources, prospective investors, prospective acquirers, and similar persons in connection with financing, investment, or business-combination transactions, subject to confidentiality obligations substantially similar to those in this Section 10; and (e) as otherwise permitted by this Agreement.

2. Required Disclosures. If the Receiving Party or its Representatives are required by applicable law, regulation, court or arbitral order, governmental, regulatory, professional, processor, card-network, payment-method, banking, sanctions, or law-enforcement process, order, or inquiry to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted and reasonably practicable, provide prompt notice to the Disclosing Party of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained or the Disclosing Party does not waive compliance with the provisions of this Section 10, the Receiving Party may disclose only that portion of the Confidential Information that its counsel advises is legally required to be disclosed and shall use commercially reasonable efforts, at the Disclosing Party’s request and cost, to obtain confidential treatment for the Confidential Information so disclosed.

D. Return or Destruction; Retention Exceptions.

Upon written request by the Disclosing Party following termination or expiration of this Agreement, the Receiving Party shall, at the Disclosing Party’s election, return or destroy the Confidential Information of the Disclosing Party in the Receiving Party’s possession or control, except that the Receiving Party may retain copies of Confidential Information: (1) as required or permitted by applicable law, professional or ethical standards, or regulatory or contractual obligations; (2) in backups, archives, audit logs, security records, disaster-recovery systems, dispute records, legal-hold records, fraud-prevention records, and similar systems; (3) as required for tax, accounting, insurance, audit, professional, or compliance purposes; (4) to the extent the information is incorporated into Platform Records, AI/ML models, embeddings, weights, training data sets, derivative works, aggregated, de-identified, anonymized, statistical, or benchmark data, or other data Really Global is entitled to retain under Section 7; (5) to the extent retention is permitted or required under the Privacy Policy or any applicable data-processing terms, notices, addenda, or agreements; and (6) as otherwise necessary to perform or enforce this Agreement. The Receiving Party’s confidentiality obligations under this Section 10 continue with respect to any retained Confidential Information for the duration set forth in Section 10.M.

E. Status of the Agreement.

The Parties acknowledge that this Agreement is intended to be made available to providers, Users, and other persons in connection with access to and use of the Technology Platform. Accordingly, this Agreement itself is not Confidential Information to the extent Really Global makes the Agreement available, posts, displays, distributes, archives, updates, shares, references, produces, or otherwise uses the Agreement for platform, legal, compliance, business, financing, regulatory, audit, enforcement, dispute, insurance, or operational purposes. Nonpublic commercial terms, pricing schedules, security information, technical documentation, operational practices, negotiated terms, and other nonpublic information referenced in or accompanying this Agreement may constitute Confidential Information subject to this Section 10.

F. Client Confidentiality; Coordination with Section 7, Section 2.G, and Privacy Policy.

Notwithstanding any other provision of this Section 10:

1. Client and Personal Data. Client personal data, Company Professional Records, Client communications, session recordings, transcripts, and related Client interaction data are governed by Section 7, Section 2.G, the Privacy Policy, any applicable data-processing terms, notices, addenda, or agreements, applicable law, and Company’s own professional, ethical, and legal confidentiality obligations, and not by the general business-confidentiality framework in this Section 10.

2. No Transfer of Company Obligations. Nothing in this Section 10 transfers, assigns, or otherwise shifts to Really Global any of Company’s professional, clinical, coaching, mentoring, ethical, legal, regulatory, recordkeeping, retention, mandatory-reporting, transfer, continuity-of-care, or Client-confidentiality obligations. All such obligations remain solely with Company.

3. No Limitation on Really Global’s Data Rights. Nothing in this Section 10 limits, reduces, modifies, or otherwise affects Really Global’s rights under Section 7 (Records and Data), Section 2.G (Intellectual Property), the Privacy Policy, any applicable data-processing terms, notices, addenda, or agreements, or applicable law, including, without limitation, Really Global’s rights to host, store, process, transmit, retain, analyze, aggregate, de-identify, anonymize, pseudonymize, transform, license, exploit, or otherwise handle data and content, to develop, train, and operate AI/ML and similar systems, and to use Feedback. Really Global’s exercise of any such right does not constitute, and shall not be construed as, a breach of this Section 10.

4. Feedback. Feedback provided by Company under Section 2.G is governed by Section 2.G and is not subject to the confidentiality obligations of this Section 10 except to the extent expressly provided in a signed written agreement between the Parties.

G. No License.

Disclosure of Confidential Information under this Section 10 does not grant or transfer any ownership, license, or other right or interest in or to the Confidential Information or any underlying intellectual property, except as expressly granted in this Agreement (including, without limitation, Section 2.G) or in a separate written agreement signed by the Disclosing Party.

H. Non-Interference.

To the maximum extent permitted by applicable law, Company shall not, during the Term and for twelve (12) months thereafter, knowingly and intentionally interfere with Really Global’s contractual or business relationships with Really Global’s employees, contractors, vendors, payment processors, banking partners, card networks, payment-method providers, business partners, Clients, Users, or other counterparties, by unlawful or improper means. Nothing in this Section 10.H prohibits ordinary, lawful competition, public statements protected by applicable law, independent provider relationships, or other lawful business activity.

I. Non-Solicitation.

To the maximum extent permitted by applicable law, during the Term and for twelve (12) months thereafter, Company shall not, directly or indirectly, knowingly solicit or induce for employment, engagement, contractor relationship, or other professional engagement any individual who is, or who within the twelve (12) months immediately preceding the date of solicitation was, a director, officer, employee, or contractor of Really Global with whom Company had material contact through this Agreement or the Technology Platform. The restriction in this Section 10.I does not apply to: (1) general solicitations of employment or engagement not specifically targeted at Really Global personnel (including general job postings, recruiter searches, social media posts, and similar communications); or (2) individuals who independently respond to general solicitations or who independently initiate contact with Company without solicitation by Company.

J. No False Statements.

Neither Party shall knowingly make false statements of fact about the other Party, its services, its officers, directors, employees, or representatives, with the intent to harm the other Party’s reputation, business, or goodwill. The restriction in this Section 10.J does not apply to, and does not restrict: (1) truthful statements of fact or opinion; (2) statements made in or in connection with legal, arbitral, judicial, regulatory, professional, processor, card-network, payment-method, banking, sanctions, or law-enforcement proceedings, inquiries, or reports; (3) statements made to attorneys, accountants, financial advisors, auditors, insurers, financing sources, or other advisors under confidentiality obligations; (4) statements made in connection with whistleblower, regulatory, or other protected activity under applicable law; (5) consumer reviews, ratings, feedback, or other speech protected under applicable consumer-protection, labor, or speech laws; (6) statements made in the enforcement of rights under this Agreement; or (7) statements required by applicable law, professional standards, or ethical obligations.

K. Modification of Duration; Severability for Restrictive Covenants.

If a court or arbitrator of competent jurisdiction determines that any restriction in Section 10.H, 10.I, or 10.J is unenforceable by reason of its duration, scope, geography, or otherwise, the restriction shall be reformed and enforced to the maximum duration, scope, geography, and extent permitted under applicable law in that jurisdiction. The unenforceability of any restriction in any one jurisdiction shall not affect the enforceability of such restriction in any other jurisdiction.

L. Equitable Relief.

Each Party acknowledges that a breach or threatened breach of this Section 10 may cause irreparable harm to the other Party for which monetary damages may be inadequate. Accordingly, each Party agrees that, in addition to any other rights and remedies available at law, in equity, or under this Agreement, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or restrain a breach or threatened breach of this Section 10, without the requirement to post bond or other security, in each case to the maximum extent permitted by applicable law.

M. Survival.

1. General Confidential Information. The confidentiality obligations in Section 10.A through Section 10.E survive termination or expiration of this Agreement for five (5) years.

2. Trade Secrets and Specified Categories. Notwithstanding Section 10.M.1, the confidentiality obligations with respect to (a) trade secrets, (b) source code, object code, algorithms, and platform architecture, (c) security information, credentials, access tokens, and security incident or vulnerability information, (d) AI/ML models, embeddings, weights, training data sets, and derivative works, (e) nonpublic data assets, and (f) nonpublic business plans, financial information, or financing arrangements, in each case survive termination or expiration of this Agreement for so long as such information remains nonpublic or protected by applicable law, including, without limitation, applicable trade-secret law.

3. Restrictive Covenants; Equitable Relief. The restrictive covenants in Section 10.H, Section 10.I, and Section 10.J, and the equitable-relief provisions in Section 10.L, survive termination or expiration of this Agreement in accordance with their terms.

4. Other Provisions. Section 10.F and Section 10.G survive termination or expiration of this Agreement to the maximum extent permitted by applicable law.

11. INDEPENDENT RELATIONSHIP; NO EMPLOYMENT, AGENCY, PARTNERSHIP, OR JOINT VENTURE.

A. Independent Relationship.

Really Global operates the Technology Platform, a global marketplace and technology platform through which Company, as an independent business or individual, accesses and uses listing, search, scheduling, communication, payment-processing, and related administrative functionality to offer Company’s services to Clients who receive, request, book, or interact with Company’s services through or in connection with the Technology Platform. The Parties are independent of one another. Except for the limited payment-processing authorization expressly stated in Section 2.B, nothing in this Agreement or in Company’s access to or use of the Technology Platform creates, or shall be construed as creating, any agency, partnership, joint venture, franchise, fiduciary, trust, employment, contractor, representative, principal-and-agent, employer-and-employee, distributorship, or similar relationship between Really Global and Company, between Really Global and Company’s personnel, between Really Global and any Client, or between any of the foregoing.

B. No Authority to Bind.

Except as expressly authorized in this Agreement (including, without limitation, the limited payment-processing authorization in Section 2.B), neither Party has, and neither Party shall represent itself as having, any authority to: (1) bind the other Party; (2) make any representation, warranty, or commitment on behalf of the other Party; (3) incur any obligation, liability, debt, or expense on behalf of the other Party; (4) execute any agreement, instrument, or other document on behalf of the other Party; (5) act as the other Party’s agent, representative, fiduciary, or partner; or (6) hold itself out as having any such authority.

C. Company’s Control Over Services and Personnel.

Company retains sole control over, and is solely responsible for, the manner, means, methods, professional judgment, clinical judgment, coaching judgment, mentoring judgment, service judgment, scheduling, pricing (subject to the platform fee structure, the minimum prices, the Minimum Transaction Amount, and the fees set forth in Appendix 1, and applicable law), availability, scope, performance, quality, documentation, recordkeeping, supervision, training, discipline, hiring, termination, classification, and other aspects of Company’s services and Company’s personnel. Really Global does not provide Company’s services, does not engage Company to provide services to Really Global, and does not employ, engage, supervise, direct, control, manage, train, or oversee Company or Company’s personnel in the provision of Company’s services. Company performs Company’s services in Company’s own name, on Company’s own account, and at Company’s own risk for Clients who receive, request, book, or interact with Company’s services through or in connection with the Technology Platform.

D. Platform Controls Do Not Create Employment, Agency, or Professional Control.

Without limiting Section 11.A or Section 11.C, none of the following — individually or in combination — creates, or shall be construed as creating, any employment, agency, supervision, direction, control, professional, clinical, scope-of-practice, fitness-to-practice, suitability, competency, or service-responsibility relationship between Really Global and Company or between Really Global and Company’s personnel, or as Really Global undertaking responsibility for Company’s services or Company’s personnel:

1. Really Global’s then-current policies and operational practices, as updated from time to time;

2. Really Global’s content guidelines, listing requirements, profile requirements, or specialty-page requirements;

3. The Verification Program under Section 5, including, without limitation, any verification decision, badge display, or related communication;

4. Client Reviews, ratings, feedback, and related display and handling under Section 2.E;

5. The Refund and Cancellation Policy under Section 2.C;

6. Affiliate Marketing Services under Section 2.F;

7. The Off-Platform Circumvention Policy under Section 2.D;

8. Any availability, scheduling, on-demand, or similar feature or rule, including, without limitation, any Talk Now or comparable availability functionality;

9. Really Global’s suspension, restriction, decline-to-display, removal, content-handling, account-integrity, fraud-prevention, security, or termination rights under this Agreement, including, without limitation, under Section 1.D, Section 4, Section 6.C, Section 7, and Section 9.G;

10. The Technology Platform Services Fee, Verification Fees, Affiliate Commissions, processor fees, refunds, chargebacks, reserves, set-offs, withholdings, and other payment, processor, card-network, payment-method, or financial functionality under Section 2.B and Section 3;

11. Really Global’s hosting, storage, processing, transmission, retention, analytics, transcription, recording, AI/ML processing, search, sorting, ranking, filtering, summarization, or other data-handling or feature provision under Section 7;

12. Any tool, feature, service, integration, application, or third-party-platform feature made available, integrated with, or supported by Really Global;

13. Really Global’s communications with Clients under Section 7.D;

14. Really Global’s enforcement of, or election not to enforce, any provision of this Agreement; and

15. Any other administrative platform capability provided by Really Global.

All of the foregoing are administrative, technological, and platform-operational functions, are designed to support the operation, integrity, and improvement of the Technology Platform, and do not constitute, and shall not be construed as, control over, direction of, supervision of, or responsibility for Company’s services, Company’s personnel, Company’s professional judgment, or Company’s compliance with applicable law, professional standards, or ethical obligations.

E. Personnel, Taxes, Benefits, Insurance, and No Joint Employer.

1. No Joint Employer. Really Global is not, and shall not be deemed, a joint employer, co-employer, employer of record, staffing agency, personnel supplier, supervisor, or similar party with respect to Company’s personnel for any purpose, including, without limitation, labor, employment, wage-and-hour, benefits, workers’ compensation, unemployment, immigration, work authorization, tax, payroll, insurance, classification, discrimination, harassment, leave, or any other personnel-related purpose. Company’s personnel are not employees, contractors, agents, representatives, or personnel of Really Global, regardless of whether Company’s personnel access or use the Technology Platform in connection with Company’s services.

2. Each Party Responsible for Own Personnel. Each Party is solely responsible, with respect to such Party’s own employees, contractors, agents, personnel, owners, officers, directors, managers, members, partners, shareholders, and other representatives, for all compensation, wages, salaries, tips, commissions, bonuses, benefits, payroll, taxes, withholdings, employer-side contributions, social security, social insurance, pension, workers’ compensation, unemployment insurance, disability insurance, paid leave, immigration and work-authorization compliance, employment and contractor classification, supervision, training, discipline, hiring, termination, labor-law and employment-law compliance, personnel disputes, insurance, and other personnel-related obligations under applicable law, contract, or otherwise.

3. No Eligibility for Really Global Benefits. Company and Company’s personnel are not eligible for, and shall have no right to participate in, any compensation, payroll, benefits, paid leave, workers’ compensation, unemployment insurance, disability insurance, retirement, pension, health, dental, vision, life-insurance, equity, bonus, or other employment-related plan, program, or arrangement of Really Global or any of its affiliates.

F. Survival.

This Section 11 shall survive termination or expiration of this Agreement to the maximum extent permitted by applicable law and to the extent necessary to give effect to its terms, including, without limitation, with respect to any matter, act, omission, or relationship arising during or relating to the Term.

11A. ORGANIZATION COMPANY ACCOUNTS AND ACCOUNT CONTEXTS.

This Section 11A applies to Companies that operate Company Accounts on the Technology Platform in an Organization Company Account Context. Nothing in this Section 11A changes the rest of the Agreement; each Company’s rights and obligations under Sections 1 through 11 and Section 12 apply identically whether the Company operates its Company Account in an Individual Company Account Context or in an Organization Company Account Context. This Section 11A states clarifications and additional terms that apply when one or more Companies operate Company Accounts in an Organization Company Account Context.

A. Definitions.

“Company Account” means the account container through which a Company accesses the Technology Platform. “Account Context” means the configuration or mode in which a Company Account is operated, including an Individual Company Account Context or an Organization Company Account Context. “Individual Company Account Context” means a Company Account context in which a single Company operates its Company Account directly and independently, without organization-level administration by any other Company. “Organization Company Account Context” means a Company Account context in which (i) a Company operates a Company Account that Really Global has designated as an Organization Company Account, and (ii) one or more additional Companies (each, a “Provider Company”) operate Company Accounts under that Organization Company Account, with payment routing, account administration, and related organization-level functionality flowing through the Organization Company Account. “Organization Company” means a Company whose Company Account has been designated as an Organization Company Account by Really Global and which operates an Organization Company Account Context under this Section 11A. “Provider Company” means a Company whose Company Account is operated under an Organization Company Account in an Organization Company Account Context. A Provider Company is a Company in its own right, has accepted this Agreement directly with Really Global, and is bound to Really Global by this Agreement to the same extent as any other Company, subject only to the operational allocations set forth in this Section 11A. “User Account” means a unique human login or access credential for a person authorized to access the Technology Platform. “Organization User Account” means a User Account authorized by an Organization Company to access functions of the Organization Company Account. “Organization Admin” means an Organization User Account with administrative permissions over the Organization Company Account. “Provider Account” means the provider-facing account, profile, listing, or service object through which a Company offers, lists, schedules, or provides Mental Health Services through the Technology Platform.

B. Every Company Accepts This Agreement Directly.

Each Company that operates a Company Account on the Technology Platform — whether in an Individual Company Account Context as the sole Company associated with that Company Account, or in an Organization Company Account Context as the Organization Company or as a Provider Company — has accepted this Agreement directly with Really Global and is bound to Really Global by this Agreement on the same terms and to the same extent as any other Company, subject only to the operational allocations set forth in this Section 11A. The existence of an Organization Company Account Context does not create a separate legal party to the Agreement, does not assign or transfer any obligation of any Company to any other Company, and does not relieve any Provider Company of any obligation it owes to Really Global under this Agreement. The relationship between an Organization Company and any Provider Company (including any employment, contractor, agency, partnership, or other relationship between them) is solely between those Companies and is outside the scope of the Agreement.

C. Provider Company Acceptance.

A Provider Company accepts this Agreement directly with Really Global at the time the Provider Company first accesses the Technology Platform, through Really Global’s Company onboarding workflow. No Organization Company may accept this Agreement on behalf of any Provider Company, and any purported acceptance by an Organization Company on behalf of a Provider Company is null and void for purposes of binding the Provider Company. No Provider Account shall be publicly displayed, made available for booking, or otherwise activated for Client-facing use unless and until the Provider Company that operates that Provider Account has accepted this Agreement directly with Really Global and completed any additional activation, identity, or platform steps Really Global makes available or requires from time to time.

D. Organization Company Authority Over Organization-Level Configuration.

An Organization Company is responsible for the organization-level configuration and administration of its Organization Company Account, including the creation, invitation, configuration, suspension, restriction, deactivation, removal, or revocation of Organization User Accounts and the initiation, management, deactivation, or removal of any Provider Company’s Company Account linkage to the Organization Company Account. An Organization Company’s authority extends only to the organization-level functions Really Global makes available; it does not authorize the Organization Company to accept this Agreement on behalf of any Provider Company, to waive any Provider Company’s rights or obligations under this Agreement, or to modify the platform-level rules that bind any Provider Company. The Organization Company represents and warrants that it has the legal authority to (i) operate its Organization Company Account, (ii) invite the Provider Companies it invites, and (iii) configure the organization-level settings that affect Provider Companies operating under its Organization Company Account.

E. Linking of Existing Companies.

A Company that already operates a Company Account in an Individual Company Account Context may be invited to operate its Company Account under an Organization Company Account in an Organization Company Account Context. The linking of an existing Company Account to an Organization Company Account requires the existing Company’s express, affirmative consent through Really Global’s Account-linking workflow; no Organization Company may link, and Really Global will not link, any existing Company Account to an Organization Company Account without the existing Company’s affirmative consent. Upon linking, the existing Company’s prior acceptance of this Agreement remains in effect, and the operational allocations of this Section 11A apply to that existing Company as a Provider Company prospectively from the date of linking.

F. Payment Routing.

When a Provider Company provides Mental Health Services under an Organization Company Account, payments by Clients for those services are routed to the payment processor account of the Organization Company. The Provider Company is solely responsible for collecting compensation from the Organization Company outside the Technology Platform. Really Global does not pay any Provider Company directly for services provided under an Organization Company Account, does not collect, withhold, or pay any compensation owed by the Organization Company to any Provider Company, and does not mediate the compensation arrangement between any Organization Company and any Provider Company. The Organization Company is responsible for refunds, chargebacks, processor fees, taxes, reporting, and payment disputes with respect to all Mental Health Services offered by any Provider Company operating under the Organization Company Account, except that any obligation under this Agreement that runs from a Provider Company directly to Really Global with respect to those services (including any indemnity obligation) is not displaced by this Section 11A.F.

G. Verification.

Where Really Global makes Verification functionality available in an Organization Company Account Context, an Organization Company may elect, require, configure, or pay for Verification for one or more Provider Companies operating under the Organization Company Account. The Organization Company is responsible for Verification Fees the Organization Company elects, requires, or authorizes for any Provider Company. Each Provider Company remains responsible for the accuracy, currency, and lawful submission of any information it provides in connection with Verification, and Really Global’s relationship with each Provider Company in connection with Verification is governed by Section 5 of this Agreement and by this Section 11A. The Verified badge framing, scope, and limitations in Section 5 apply identically to Provider Companies. Verification is and remains limited, optional or administratively required, point-in-time, and is not an endorsement or guarantee by Really Global of any Provider Company.

H. Indemnification; Joint and Several Liability.

Each Company indemnifies the Indemnified Parties for its own acts and omissions in connection with the Technology Platform in accordance with Section 8.E of this Agreement. Where any single act or omission gives rise to a Claim against any Indemnified Party that is attributable, in whole or in part, to both an Organization Company and one or more Provider Companies operating under that Organization Company Account (including a Claim attributable to a Provider Company’s act or omission in connection with the organization-level configuration, supervision, scheduling, instruction, training, employment, or compensation provided by the Organization Company), the Organization Company and the relevant Provider Companies are jointly and severally liable to the Indemnified Parties under Section 8.E with respect to such Claim, and Really Global may seek recovery from any or all of them. Nothing in this Section 11A.H reduces, limits, or otherwise modifies any indemnity obligation of any Company under Section 8.E.

I. Liability Caps.

The limitation of liability in Section 12.11 applies separately to each Company. Really Global’s aggregate liability to a Company is capped as set forth in Section 12.11(b), and that cap is determined separately for each Company; the existence of an Organization Company Account Context does not create a single shared or aggregated cap on Really Global’s liability to the Organization Company and the Provider Companies operating under that Organization Company Account. For purposes of Section 12.11(b), the amounts actually paid by a Company to Really Global are the Technology Platform Services Fees and other amounts actually received and retained by Really Global with respect to that Company’s own transactions, including, in an Organization Company Account Context, such amounts where the underlying Client payments were collected through the Organization Company’s payment-processor account under Section 11A.F. Nothing in Section 12.11 caps or limits any Company’s liability to Really Global. Each Company’s payment obligations, its indemnification obligations under Section 8.E (including as applied through Section 11A.H), and the other obligations preserved by Section 12.11(d) are not subject to any cap on liability and remain fully enforceable against that Company. For purposes of this Section 11A.I, amounts are attributed to the Company whose services generated the underlying transaction and are not counted more than once across Companies.

J. CPOM, Fee-Splitting, Anti-Kickback, and Corporate-Practice Compliance.

The non-clinical, administrative-only framing of Really Global’s role set forth in Section 1.B applies identically in the Organization Company Account Context. Each Company — whether an Organization Company or a Provider Company — represents and warrants that it operates in compliance with all applicable corporate practice of medicine, fee-splitting, anti-kickback, anti-referral, and corporate-practice restrictions, and with all applicable supervision, licensure, scope-of-practice, credentialing, and professional-responsibility requirements, in each jurisdiction in which it offers, lists, schedules, or provides Mental Health Services through the Technology Platform. Each Company shall indemnify the Indemnified Parties for its own corporate practice of medicine, fee-splitting, anti-kickback, anti-referral, corporate-practice, supervision, licensure, scope-of-practice, credentialing, or professional-responsibility exposure or compliance, in accordance with Section 8.E and Section 11A.H.

K. No Employment; No Joint Employer; No Agency.

The non-employment, no-joint-employer, no-agency framing of Section 11 applies identically to Really Global’s relationship with each Organization Company and each Provider Company. Without limiting Section 11, Really Global is not, and shall not be construed to be, the employer, joint employer, single employer, integrated employer, common-law employer, statutory employer, agent, principal, partner, joint venturer, or co-employer of any Provider Company, any Organization User Account holder, any Organization Admin, or any other personnel of any Company under the Fair Labor Standards Act (FLSA), the National Labor Relations Act (NLRA), Title VII of the Civil Rights Act, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), the Family and Medical Leave Act (FMLA), the Employee Retirement Income Security Act (ERISA), the Occupational Safety and Health Act (OSHA), the Internal Revenue Code, the Affordable Care Act (ACA), the National Labor Relations Board’s joint-employer standard, the California Labor Code, California Assembly Bill 5 (the “ABC test”), Dynamex Operations West, Inc. v. Superior Court and its progeny, or any other federal, state, local, or non-U.S. labor, employment, wage-and-hour, anti-discrimination, benefits, tax, immigration, or worker-classification statute, regulation, doctrine, or common-law theory. The relationship between any Organization Company and any Provider Company (including any employment, contractor, agency, or partnership relationship between them) is solely between those Companies and does not create any obligation of, relationship with, or liability for Really Global.

L. Removal of Access; Cascading Removal; No Effect on Relationships Between Companies.

Really Global may, in its sole discretion, at any time, with or without notice, and to the maximum extent permitted by applicable law, suspend, restrict, limit, disable, decline to display, or remove any Company Account, User Account, Organization User Account, or Provider Account from the Technology Platform for any reason permitted under this Agreement. Where Really Global suspends, restricts, limits, disables, declines to display, or removes the Company Account of an Organization Company, the Company Accounts of all Provider Companies operating under that Organization Company Account are suspended, restricted, limited, disabled, declined to display, or removed concurrently from the Technology Platform (the “Cascading Removal Default”), subject to any migration functionality Really Global makes available under Section 11A.M and to any data-retention or other obligation Really Global has under applicable law or the Privacy Policy. Where Really Global suspends, restricts, limits, disables, declines to display, or removes a single Provider Company’s Company Account, the Organization Company Account and the Company Accounts of other Provider Companies operating under that Organization Company Account are not affected. Any suspension, restriction, limit, disabling, decline to display, or removal of platform access under this Section 11A.L (i) is a platform-administration action only and is not a recommendation, determination, evaluation, or characterization with respect to any employment, contractor, agency, licensure, credentialing, supervision, or professional-responsibility relationship between any Provider Company and any Organization Company or other person, (ii) does not (and is not intended to) cause, require, or recommend termination, demotion, discipline, suspension, or any other employment or contractor action by any Organization Company with respect to any Provider Company, and (iii) does not give rise to any obligation of Really Global to any Company or any third party with respect to compensation, benefits, severance, notice, contractor payments, or other personnel consequences.

M. Migration Between Account Contexts.

Really Global may, in its sole discretion and from time to time, make available functionality that allows (i) a Provider Company to migrate or convert its linkage to an Organization Company Account to an Individual Company Account Context in the Provider Company’s own name, (ii) an Individual Company to convert into or join an Organization Company Account Context, or (iii) other migrations between Account Contexts. Really Global makes no representation that any such migration functionality exists, will be made available, will be made available without conditions or fees, or will support any particular data, content, settings, ratings, history, or other migration. Any such migration is subject to Really Global’s then-current operational practices, technical capabilities, and conditions of use, including any consent, authorization, or acceptance steps Really Global may require.

N. Anti-Circumvention Applies to All Companies.

The Off-Platform Circumvention Policy in Section 2.D (including its sub-sections) applies to each Company under any Account Context, including an Organization Company Account Context, on the same terms and for the same duration as set forth in Section 2.D.7. Each Provider Company is bound by the Off-Platform Circumvention Policy in its own capacity, and Really Global may enforce that Policy directly against any Provider Company with respect to any Platform-Sourced Client with whom the Provider Company has interacted through the Technology Platform. The fact that a Provider Company operates under an Organization Company Account does not reduce, limit, or otherwise modify the Provider Company’s individual obligations under Section 2.D.

O. No Payroll, Tax, Benefits, or Personnel Services.

Really Global does not provide payroll, wage calculation, contractor payout, employment classification, tax withholding, tax filing, benefits administration, payroll reporting, time and attendance, scheduling outside the Technology Platform, credentialing, professional licensing, malpractice insurance, workers’ compensation, unemployment insurance, immigration, background-check, employment-law, or human-resources services to any Organization Company, to any Provider Company, or to any User Account, Organization User Account, or Provider Account. Each Company is responsible for obtaining such services from third-party providers or performing such functions itself in accordance with applicable law. This provision is permanent and is not contingent on the scope of Technology Platform features in any release.

P. Interpretation; Non-Modification of Other Sections.

Nothing in this Section 11A reduces, limits, modifies, or otherwise affects the rights, obligations, representations, warranties, covenants, indemnities, disclaimers, or remedies of any Company or Really Global under any other Section of the Agreement. Where any provision of this Section 11A appears to conflict with another Section of the Agreement, the provisions shall be read together wherever practicable, and the more specific and more protective provision applies. The provisions of this Section 11A are additional to, not in lieu of, the provisions applicable to all Companies under Sections 1 through 11 and Section 12.

12. GENERAL PROVISIONS.

12.1 Assignment.

Company shall not assign, delegate, transfer, sublicense, or otherwise share its rights or obligations under this Agreement, or its account, without Really Global’s prior written consent. Any purported assignment, delegation, transfer, sublicense, or share in violation of this Section 12.1 is null and void. Really Global may assign, delegate, transfer, sublicense, or share this Agreement, in whole or in part, without Company’s consent, in connection with any merger, acquisition, reorganization, financing, sale of equity or assets, change of control, affiliate transfer, restructuring, or transfer of the Technology Platform or any related business. Subject to the foregoing, this Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns.

12.2 Severability.

If any provision of this Agreement, or the application of any provision, is determined by a court or arbitrator of competent jurisdiction to be illegal, invalid, void, or unenforceable, the remainder of this Agreement shall continue in full force and effect, and the application of such provision to other persons or circumstances shall be interpreted to reasonably effect the intent of the Parties. The Parties shall use commercially reasonable efforts to replace any such illegal, invalid, void, or unenforceable provision with a valid and enforceable provision that achieves, to the maximum extent possible, the economic, business, and other purposes of the original provision.

12.3 Notices.

(a) Legal Notices to Really Global. Any legal notice required or permitted to be given to Really Global under this Agreement shall be in writing and addressed to Really Global’s then-current designated legal-notice email address or postal address as posted on the Technology Platform or otherwise provided to Company.

(b) Notices to Company. Really Global may provide notices, communications, and other information to Company by any one or more of the following means: (i) email to Company’s account email address on file; (ii) message, alert, or notification through Company’s account or dashboard on the Technology Platform; (iii) in-product or in-application notice; (iv) posting on the Technology Platform, help center, or other platform-accessible location; or (v) other electronic or physical means Really Global determines appropriate. Company is solely responsible for maintaining a current and accurate account email address and for monitoring Company’s account and platform notices. The categories of communications Really Global sends to Company, and Company’s related preferences, are described in Section 12.3(d) and in the Privacy Policy.

(c) Effective Time. Notices given by email, in-product, dashboard, or posting are effective when sent or posted, except as otherwise required by applicable law. Notices given by postal mail are effective three (3) business days after deposit with the carrier.

(d) Communications. Really Global sends Company two categories of communications in connection with the Technology Platform.

(i) Required Service Messages. “Service Communications” are messages necessary to provide the Technology Platform and administer Company’s account, including, without limitation, booking and scheduling confirmations, payment and payout notices, account and security alerts, listing and visibility status notices (for example, availability or capacity alerts), credential or verification expiry notices, and notices regarding this Agreement, the Privacy Policy, or other legal or policy updates. Service Communications are a necessary part of using the Technology Platform, are sent to all Companies, are not promotional, and do not include an unsubscribe option. By accepting this Agreement and maintaining an account, Company agrees to receive Service Communications, and Company may stop receiving them only by closing its account.

(ii) Optional Communications. “Optional Communications” are all other communications Really Global sends to Company, including, without limitation, guidance on how to use and get the most from the Technology Platform, onboarding and next-step prompts, how-to and educational content, feature and product updates, tips, surveys, and promotional or marketing messages. Every Optional Communication includes a working unsubscribe link, and Company may opt out of Optional Communications at any time, without affecting Company’s receipt of Service Communications.

(iii) Enrollment; No Separate Opt-In. By accepting this Agreement at sign-up, Company is enrolled to receive both Service Communications and Optional Communications. Except where applicable law requires otherwise (see Section 12.3(e)), Really Global does not require a separate marketing or educational opt-in; enrollment occurs through Company’s acceptance of this Agreement, and Company’s control over Optional Communications is the unsubscribe mechanism, which Really Global will honor. Really Global sends these communications through one or more third-party email service providers, and Company may manage its communication preferences as described in the Privacy Policy.

(e) Regional Consent Requirements. Where the law of a jurisdiction in which Company is located requires prior opt-in consent (rather than an opt-out or unsubscribe mechanism) for marketing, promotional, or commercial electronic messages — as in the European Economic Area, the United Kingdom, and Canada, among others — Really Global will send Optional Communications that constitute regulated marketing only on a basis permitted by that law. This may include relying on an applicable existing-business-relationship or “soft opt-in” exemption arising from Company’s relationship with Really Global, or obtaining Company’s separate, express consent where required. In all cases, Service Communications may be sent as a necessary part of this Agreement and the Technology Platform, and every Optional Communication will continue to include a working unsubscribe mechanism that Really Global will honor. This Section 12.3(e) does not change the default sign-up experience for Companies whose jurisdictions permit an opt-out approach.

12.4 Waiver.

A waiver by either Party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future or of any subsequent breach. No waiver is effective unless in writing and signed or electronically accepted by the Party granting the waiver.

12.5 Entire Agreement; Updates; Order of Precedence.

(a) Entire Agreement. This Agreement — together with the Privacy Policy, any appendices, fee schedules, applicable data-processing terms, notices, addenda, or agreements (including, without limitation, the DPA), applicable feature terms, and Really Global’s then-current policies and operational practices that are incorporated by reference or accepted by Company — constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous agreements, understandings, statements, representations, and negotiations, whether oral or written, relating to that subject matter.

(b) Updates. Really Global may update, modify, supplement, or replace this Agreement, the Privacy Policy, any appendix, fee schedule, policy, operational practice, feature terms, or other incorporated terms from time to time, by any one or more of the following means: (i) posting an updated version on the Technology Platform; (ii) email or in-product notice to Company; (iii) requiring Company to re-accept the updated terms through a clickwrap or similar mechanism; (iv) requiring Company’s continued access to or use of the Technology Platform after notice of the update; or (v) another process permitted by this Agreement or applicable law. Company’s continued access to or use of the Technology Platform after the effective date of any such update constitutes Company’s acceptance of the update, to the maximum extent permitted by applicable law. Notwithstanding the foregoing, for any Material Update, Really Global will require Company to re-accept the updated terms through a clickwrap or similar affirmative-assent mechanism before Company’s continued access to or use of the Technology Platform constitutes acceptance, except where (a) applicable law requires a different update mechanism, or (b) Really Global determines, in good faith, that an immediate update is reasonably necessary to address a legal, regulatory, payment-network, security, fraud, or platform-integrity matter, in which case Really Global will provide clickwrap re-acceptance as soon as reasonably practicable thereafter. For purposes of this Section, “Material Update” means an update that (1) increases the Technology Platform Services Fee or any other amount payable by Company; (2) imposes a new restrictive covenant, non-solicit, non-compete, or anti-circumvention restriction on Company, or materially expands an existing one; (3) materially expands Really Global’s rights to use, process, or train artificial-intelligence or machine-learning models on Client clinical content; (4) materially expands Company’s indemnification obligations; or (5) materially reduces Really Global’s obligations to Company in a manner that, taken as a whole, is adverse to Company. Non-material operational, clarifying, formatting, cross-reference, and conforming updates do not constitute a Material Update.

(c) Order of Precedence. If there is a conflict between any of the documents that together constitute this Agreement, the more specific provision controls for the subject matter it addresses, unless a provision expressly states otherwise.

12.6 Governing Law.

The laws of the State of Delaware, without giving effect to its conflicts-of-law principles, govern this Agreement, its validity, interpretation, performance, enforcement, and construction, and any dispute, claim, or controversy arising out of or relating to this Agreement, except where mandatory law of another jurisdiction applies and cannot be waived.

12.7 Dispute Resolution; Arbitration; Class Action Waiver; Mass Arbitration; Equitable Relief.

(a) Binding Arbitration. Except as provided in Section 12.7(d), any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, scope, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA“) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by one (1) arbitrator and shall take place in San Francisco, California, unless the Parties otherwise agree or mandatory law requires otherwise. Remote or virtual arbitration proceedings are permitted. Judgment on the award may be entered in any court of competent jurisdiction.

(b) Class Action Waiver. To the maximum extent permitted by applicable law, the Parties agree that any dispute, claim, or controversy under or relating to this Agreement shall be brought, heard, and arbitrated on an individual basis only. The Parties waive any right to bring, participate in, or recover under any class, collective, consolidated, representative, private-attorney-general, or similar action or proceeding. No arbitrator has authority to hear or arbitrate any class, collective, consolidated, representative, or similar action.

(c) Mass Arbitration. If fifty (50) or more demands for arbitration of similar nature are filed against Really Global by or with the assistance of the same law firm or organization, the Parties agree such demands constitute a “Mass Arbitration.” AAA’s then-current mass-arbitration procedures and protocols shall apply, including, without limitation, any batching, consolidation, fee, or process protocols. The Parties shall cooperate in good faith with AAA’s administration of any Mass Arbitration.

(d) Carve-Outs for Equitable and Other Relief. Either Party may seek injunctive, equitable, or provisional relief from a court of competent jurisdiction where such relief is available under this Agreement or applicable law, including in connection with: (i) Section 10 (Confidentiality; Restrictive Covenants; Equitable Relief); (ii) Section 2.G (Intellectual Property) or other intellectual-property misuse; (iii) Section 7 (Records and Data) or data, security, or privacy misuse; (iv) Section 2.D (Off-Platform Circumvention); (v) Section 1.D and Section 4 (account, suspension, restriction, termination, or platform-integrity remedies); or (vi) payment, collection, or fee enforcement. The exercise of any such remedy shall not waive or preclude arbitration of any other claim.

(e) Waiver of Jury Trial. To the maximum extent permitted by applicable law, each Party waives any right to a trial by jury for any dispute, claim, or controversy arising out of or relating to this Agreement.

12.8 Attorney’s Fees.

Should either Party institute any action, proceeding, or arbitration relating to this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorneys’ fees, costs, and expenses incurred in such action, proceeding, or arbitration.

12.9 Interpretation; Opportunity to Review; Headings.

Each Party acknowledges that it had a reasonable opportunity to review this Agreement and to seek independent legal, accounting, tax, or other advice before accepting this Agreement, and that each Party either obtained such advice or chose not to do so. No rule of construction construing language against the drafter shall apply to this Agreement. The descriptive headings of sections and subsections are for convenience only, do not constitute part of this Agreement, and do not affect its construction or interpretation.

12.10 Additional Acts.

Each Party shall take such reasonable further actions and execute or accept such additional documents as may be reasonably necessary to give effect to this Agreement.

12.11 Limitation of Liability.

(a) Exclusion of Indirect Damages. To the maximum extent permitted by applicable law, in no event shall Really Global be liable to Company for any consequential, indirect, incidental, special, punitive, exemplary, or similar damages, including, without limitation, lost profits, lost revenues, lost business, lost goodwill, or business-interruption damages, arising out of or relating to this Agreement, whether based on contract, tort (including negligence), strict liability, statute, or any other theory of liability, even if Really Global has been advised of the possibility of such damages.

(b) Cap on Liability. To the maximum extent permitted by applicable law, Really Global’s aggregate liability to Company arising out of or relating to this Agreement, the Technology Platform, or any related matter shall not exceed the total amounts actually paid by Company to Really Global under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

(c) Warranties Disclaimed. The Technology Platform and Technology Platform Services are provided on an “as is” and “as available” basis, except as expressly stated in this Agreement. Really Global disclaims all warranties, express or implied, not expressly set forth in this Agreement, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, security, or uninterrupted availability. Really Global does not warrant or guarantee any third-party service, integration, processor, card network, payment-method provider, communications provider, cloud provider, verification source, AI provider, or other vendor system.

(d) Carve-Outs. The limitations and exclusions in this Section 12.11 do not limit, reduce, modify, or otherwise affect: (i) Company’s payment obligations under this Agreement; (ii) Company’s refund, chargeback, reserve, reversal, set-off, withholding, or tax obligations; (iii) Company’s indemnification obligations under Section 8; (iv) Company’s obligations under Section 10 (Confidentiality; Restrictive Covenants; Equitable Relief); (v) Company’s obligations under Section 7 (Records and Data) or any data, privacy, or security obligations; (vi) Company’s obligations under Section 2.D (Off-Platform Circumvention); (vii) Really Global’s equitable, injunctive, or provisional remedies; or (viii) any liability that cannot be limited or excluded under applicable law.

12.12 Electronic Acceptance; Counterparts; Execution.

This Agreement may be accepted by any affirmative process provided or approved by Really Global, including, without limitation: (i) Company’s creation of an account on the Technology Platform; (ii) clicking, checking, or similar action indicating Company’s acceptance of this Agreement; (iii) electronic signature; (iv) Company’s continued access to or use of the Technology Platform after notice of this Agreement or any update; or (v) execution of a paper or electronic counterpart. This Agreement may be executed in counterparts (whether physical or electronic), each of which is deemed an original and all of which together constitute one and the same instrument. Delivery of an executed counterpart by email, electronic signature platform, or other electronic transmission is deemed delivery of an original. By accepting this Agreement, each person or entity accepting on behalf of a Party represents and warrants that such person or entity has the authority to bind the Party on whose behalf the acceptance is made.

12.13 Force Majeure.

Neither Party is responsible for any failure or delay in its performance under this Agreement (other than payment obligations) caused by any event or circumstance beyond such Party’s reasonable control, including, without limitation: cloud, hosting, or infrastructure-provider outages; internet, telecommunications, or network failures; payment processor, card-network, payment-method provider, or banking partner disruptions; third-party vendor or service-provider outages; cyberattacks or security incidents not caused by such Party’s failure to use reasonable safeguards; government, regulatory, or judicial actions; acts of God; natural disasters; pandemics, epidemics, or public-health emergencies; war, terrorism, or civil unrest; labor disruptions; or other similar beyond-control events (each, a “Force Majeure Event“). A Party affected by a Force Majeure Event shall use commercially reasonable efforts to mitigate the effect and resume performance. A Force Majeure Event does not excuse payment obligations, confidentiality obligations, data-security obligations, indemnification obligations, or any obligation that accrued before the Force Majeure Event. Economic hardship, market conditions, reduction in revenue or reimbursement, or insufficiency of funds is not a Force Majeure Event.

12.14 Third Parties.

Except for the Indemnified Parties (as defined in Section 8.D) and any other person or entity expressly given rights under this Agreement, this Agreement does not create, and is not intended to create, any third-party beneficiary rights in any person or entity.

12.15 Rights Cumulative.

Except as expressly limited by this Agreement, all rights and remedies of the Parties are cumulative and in addition to any other rights and remedies available at law, in equity, or under this Agreement. The exercise of one or more rights or remedies does not preclude or waive the exercise of any other.

Last Updated: August 9, 2026

APPENDIX 1 — FEE SCHEDULE

This Appendix 1 sets forth the fees payable by Company to Really Global under the Agreement and is subject to all terms of the Agreement, including, without limitation, Section 2.B, Section 2.C, Section 3, and Section 5.

A. Technology Platform Services Fee.

The applicable rate depends on whether the service is provided virtually or in person and how the Client booked the service through the Technology Platform. For virtual services, the Technology Platform Services Fee is up to fifteen percent (15%) of the Transaction Amount, reduced to twelve percent (12%) or ten percent (10%) for qualifying Attributed Bookings as described in this Section A. The rate reflects the platform functionality associated with that transaction, including marketplace listing and discovery functionality, scheduling, communications, payment facilitation, support, and related platform tools. The rate does not compensate Really Global for recommending, endorsing, selecting, or steering a Client to a particular Company. The Technology Platform Services Fee for every transaction is also subject to the Minimum Platform Fee set forth below.

1. Standard Virtual Services. Fifteen percent (15%) of the applicable Transaction Amount for audio-, video-, text-, or other electronically delivered (telehealth) services that are booked, purchased, or delivered through the Technology Platform and are not Attributed Bookings.

2. Profile Attribution Bookings. Twelve percent (12%) of the applicable Transaction Amount for virtual services that are Profile Attribution Bookings.

3. Booking Link Bookings. Ten percent (10%) of the applicable Transaction Amount for virtual services that are Booking Link Bookings.

4. In-Person Services. Five percent (5%) of the applicable Transaction Amount for face-to-face services booked, purchased, or delivered through the Technology Platform. The in-person rate applies to every in-person session regardless of how the Client was acquired or attributed; it is never increased by marketplace discovery and never reduced by any attribution. Attribution and the reduced virtual rates in this Section A apply only to virtual services.

5. Talk Now and On-Demand Sessions. Talk Now and other on-demand virtual sessions are charged under the virtual Technology Platform Services Fee schedule set forth above, at the fifteen percent (15%) standard rate, except where the session occurs within an existing Attributed relationship (that is, the Client is already an Attributed Client of the Company), in which case the session is charged at that relationship’s applicable attributed rate.

6. Minimum Platform Fee. For every transaction, the Technology Platform Services Fee is the greater of (i) the applicable percentage rate set forth above (fifteen percent (15%), twelve percent (12%), ten percent (10%), or five percent (5%), as applicable) or (ii) three United States dollars ($3.00). Because this is a minimum, at lower Transaction Amounts the three-dollar ($3.00) minimum will exceed the applicable percentage, so the effective percentage of the Transaction Amount retained by Really Global for that transaction will be higher than the stated percentage rate; the Fee Calculation made available for each transaction shows the Technology Platform Services Fee actually applied. The Minimum Platform Fee is a uniform, generally applicable rate term that applies identically to all Companies and does not vary by the identity or volume of any Company or any Client; it reflects the minimum cost to Really Global of making the Technology Platform and the Technology Platform Services available for a transaction. Really Global may adjust the Minimum Platform Fee prospectively on notice in accordance with Section 3 and Section 12.5 of the Agreement and, for EU Business Users, Appendix 3. The Minimum Platform Fee applies identically in every band and at every price a Company may lawfully set, and is not conditioned on any Company’s pricing relative to any minimum or recommended minimum price.

For purposes of this Appendix 1: “Profile Attribution Link” means the Company’s shareable profile link made available through the Technology Platform; “Offsite Booking Link” means the Company’s offsite booking link made available through the Technology Platform, through which a Client proceeds directly to a contained checkout for the Company and does not browse the marketplace or other Companies; “Profile Attribution Booking” means a virtual booking for which a Client who has no prior booking history with the Company is attributed to the Company because the Client arrived at the Company’s profile on the Technology Platform from a source outside the Technology Platform’s marketplace, discovery, and navigation surfaces (for example, a profile link the Company shared) and completes a first booking with the Company within sixty (60) days of that arrival; “Booking Link Booking” means a virtual booking for which a Client who has no prior booking history with the Company is attributed to the Company because the Client used the Company’s Offsite Booking Link and completes a first booking with the Company within sixty (60) days of the Client’s first use of that link; “Attributed Booking” means a Profile Attribution Booking or a Booking Link Booking; and “Attributed Client” has the meaning given under “Attribution; Attributed Clients” below.

Attribution; Attributed Clients. Attribution is determined by Really Global’s then-current attribution mechanisms and operational practices, applied to the conditions stated in the definitions above. Where a Client could be attributed to a Company through more than one mechanism, the first qualifying attribution applies and controls (“first attribution wins”): once a Profile Attribution Booking has formed at twelve percent (12%), it is not overridden or reduced to the ten percent (10%) Booking Link rate by any later use of an Offsite Booking Link, and an attribution formed through a source outside the marketplace is not overridden by any later marketplace discovery or navigation. Once a Client is attributed to a Company, that Client is an Attributed Client of that Company, and the attribution — together with the corresponding reduced Technology Platform Services Fee — applies to that Client’s subsequent qualifying virtual bookings with that Company for the duration of the relationship, including subsequent bookings the Client makes through the marketplace. The attribution and its reduced rate are permanent for the provider–Client relationship: they do not expire and do not reset. The reduced rates operate to the benefit of the Company. Nothing in this paragraph increases the fee on any in-person session, which is governed by the In-Person Services rate above.

Discretion to Adjust. Really Global may, in its sole discretion and upon written or electronic notice in accordance with Section 3 and Section 12.5 of the Agreement, establish, modify, condition, suspend, or discontinue the attribution mechanisms, the qualifying booking types, the applicable rates, the attribution and persistence rules, and any other aspect of this Section A on a prospective, generally applicable basis, including by updating this Appendix 1. Any such change applies prospectively and does not retroactively increase the attributed rate that has already formed for an existing provider–Client relationship. The maximum Technology Platform Services Fee for virtual services shall not exceed fifteen percent (15%) of the Transaction Amount except upon notice given in accordance with the Agreement.

Attribution Review. Company may submit a good-faith written request for review of any attribution determination within thirty (30) days after the tier first appears on a payout record. Really Global will review and, where it verifies an error under its then-current attribution practices, correct the attribution prospectively.

Ranking Independence. The Technology Platform Services Fee tier applicable to any booking has no effect on Company’s placement or ordering in search, directory, navigation, or discovery surfaces, on any badge or visibility feature, or on Company’s eligibility for any Technology Platform feature. The minimum prices, the Minimum Transaction Amount, any recommended minimum price, the Minimum Platform Fee, and the Translation Fee described in this Appendix 1 likewise have no effect on Company’s placement or ordering in search, directory, navigation, or discovery surfaces, on any badge or visibility feature, or on Company’s eligibility for any Technology Platform feature, and Company’s pricing at, above, or below any minimum or recommended minimum price has no such effect.

A-1. Minimum Prices; Price Bands.

Company Sets Its Own Prices. Company sets its own prices for Company’s services, subject to the minimum prices set forth in this Section A-1. Nothing in this Section A-1 is, or shall be construed as, a determination or recommendation by Really Global of the value of any Company’s services, of what any Company should charge, or of any professional fee. The minimum prices are administrative marketplace requirements applied on a uniform, generally applicable basis, and Section 1.B, Section 9, and Section 11 of the Agreement continue to apply.

Price Bands. Each country is assigned to a published price band — High, Middle, or Lower — based on the World Bank income classification then in effect, as set out in the price-band table published on the Technology Platform. A country that is unclassified is assigned to the band corresponding to its most recent available classification. The price-band table is updated prospectively, ordinarily following the World Bank’s annual reclassification, and any change to a Company’s applicable band or to any minimum price applies only prospectively, upon notice in accordance with Section 3 and Section 12.5 of the Agreement and, for EU Business Users, on at least the notice required by Appendix 3. No change to the price-band table or to any minimum price retroactively affects a session already booked.

Band Price. Company sets a Band Price for each service. The Band Price is the price shown to Clients whose account or billing country is in the same band as Company or in a lower band, and it is pooled (the same Band Price is shown to all such Clients). Company’s Band Price must equal or exceed the minimum price for Company’s band — twenty United States dollars ($20) for the High band, fifteen United States dollars ($15) for the Middle band, and ten United States dollars ($10) for the Lower band — in each case except as provided under “Companies Established in the EEA or United Kingdom” below.

Rest-of-World Price. Where Company’s band is the Lower band or the Middle band, Company also sets a Rest-of-World Price, which is the price shown to Clients whose account or billing country is in a band higher than Company’s band. The Rest-of-World Price must equal or exceed twenty United States dollars ($20). A High-band Company has no higher band and sets only a Band Price.

Companies Established in the EEA or United Kingdom. For a Company established in the European Economic Area or the United Kingdom, any minimum price under this Section A-1 (including the twenty-dollar ($20) High-band figure and the Rest-of-World Price minimum) is a recommended minimum price only — a non-binding reference that Really Global pre-fills as a default and publishes as guidance, and that Company remains free to accept, raise, or lower. Such a Company’s prices must equal or exceed a Minimum Transaction Amount of ten United States dollars ($10). The Minimum Transaction Amount is an administrative payment-processing and platform-viability requirement, set by reference to Really Global’s documented cost of making the Technology Platform and the Technology Platform Services available for a transaction, and is applied uniformly to all such Companies and all countries. The recommended minimum price is informational only; it carries no penalty and no consequence to Company’s search ranking, ordering, visibility, badges, or eligibility for any Technology Platform feature, and Really Global will not apply any charge, restriction, incentive, nudge, or other consequence to a Company that prices at, above, or below any recommended minimum.

How the Displayed Price Is Determined. The price shown to a Client is determined by the band of the Client’s account or billing country: a Client in Company’s own band or in a lower band is shown Company’s Band Price, and a Client in a higher band is shown Company’s Rest-of-World Price. Company’s applicable minimum price is determined by Company’s band; the Client’s band determines only which of Company’s prices is shown, not the minimum that applies to Company. The full price is disclosed to the Client before booking. Really Global does not set Company’s prices and does not use any Client’s individual personal data, browsing behavior, or history to determine the price shown; the same prices are shown to all Clients in the same band.

A-2. Translation Fee.

Where realtime audio translation is enabled for a session because the participants do not share a common session language (as determined at booking), Company pays a Translation Fee, in addition to the Technology Platform Services Fee, at the per-minute rate set forth in Really Global’s then-current published fee schedule (currently six United States cents ($0.06) per booked session-minute). The Translation Fee is charged to Company only and is never charged to any Client; it is disclosed to Company at booking and is itemized on Company’s payout or transaction record. For Talk Now and other on-demand sessions, which have no booked duration, the Translation Fee applies per actual session-minute, determined in accordance with Really Global’s then-current operational practices. The Translation Fee is compensation for Really Global making realtime audio translation available for the session; it is a uniform, generally applicable usage-based rate applied identically to all Companies, and Really Global may adjust it prospectively on notice in accordance with Section 3 and Section 12.5 of the Agreement and, for EU Business Users, Appendix 3.

B. Fee Calculation.

1. Transaction Amount. “Transaction Amount” means, with respect to any transaction on the Technology Platform, the gross amount paid or payable by the Client for Company’s services booked, purchased, or delivered through the Technology Platform, excluding separately stated taxes where applicable, and before deduction of Processor Fees, Verification Fees, chargebacks, reserves, set-offs, withholdings, or other payment adjustments unless Really Global states otherwise in its then-current policies and operational practices.

2. Voluntary Refunds, Credits, and Adjustments. Voluntary refunds, credits, discounts, or adjustments initiated by Company after payment do not automatically reduce the Technology Platform Services Fee, and Really Global retains the Technology Platform Services Fee previously assessed on the original transaction, unless required by applicable law, card-network rules, payment-method rules, processor rules, the Refund and Cancellation Policy under Section 2.C, or Really Global’s written instruction.

3. Refunds, Chargebacks, Reversals. Refunds, chargebacks, reversals, reserves, set-offs, and similar matters are otherwise governed by Section 2.B, Section 2.C, and Section 3 of the Agreement.

C. Processor Fees and Third-Party Payment Costs.

Card-processing, payment-method, currency-conversion, cross-border, instant-payout, chargeback, dispute, reversal, reserve, payout, and similar fees assessed by integrated third-party payment processors, card networks, payment-method providers, banks, or other payment intermediaries (collectively, “Processor Fees“) are passed through in full to Company. Processor Fees do not offset or reduce the Technology Platform Services Fee owed under Section A of this Appendix 1.

D. Verification Fees.

Company is responsible for all Verification Fees disclosed or made available through the Technology Platform, this Appendix 1, or the applicable verification workflow, in connection with Company’s participation in the Verification Program under Section 5 of the Agreement. Verification Fees may include, without limitation: (i) third-party verification, vendor, government, institution, source, identity, background, or credential-check charges; (ii) payment-processing, currency-conversion, or international-transaction costs; and (iii) Really Global administrative, processing, technology, and platform fees, as disclosed at the time Company elects or is required to complete Verification.

E. Optional or Additional Fees.

Except for (i) the Technology Platform Services Fee under Section A of this Appendix 1, (ii) Processor Fees, (iii) Verification Fees, and (iv) optional services separately elected by Company, Really Global does not assess setup, subscription, or maintenance fees as of the effective date of this Appendix 1.

F. Method and Timing of Payment.

1. Automatic Deduction. Unless otherwise agreed in writing, the Technology Platform Services Fee is deducted automatically by or through the Technology Platform at or following the time the underlying Client payment is captured, in accordance with Section 2.B and Really Global’s then-current operational practices.

2. Invoicing Backup. If automatic deduction is unavailable or insufficient, Really Global may invoice Company monthly in arrears, and such invoices are due and payable within fifteen (15) days of receipt.

3. Taxes and Withholdings. Fees set forth in this Appendix 1 are exclusive of taxes, withholdings, and currency-conversion adjustments, which are governed by Section 3 of the Agreement.

G. Updates to Fee Schedule.

Really Global may update, modify, or replace this Appendix 1, including the Technology Platform Services Fee rates, in accordance with Section 3 and Section 12.5 of the Agreement.

Last Updated: July 26, 2026

APPENDIX 2 — AFFILIATE COMMISSIONS

This Appendix 2 sets forth the commission terms applicable to Company’s participation in the Affiliate Marketing Services described in Section 2.F of the Agreement. Eligibility, prohibited practices, compliance verification, clawback, tax treatment, termination treatment, and other governing terms are set forth in Section 2.F, Section 3, and Section 4 of the Agreement. This Appendix 2 is part of the Agreement.

A. Eligibility.

Affiliate Commissions are available only to eligible Company under Section 2.F. Really Global may approve, decline, suspend, or terminate Company’s participation in the Affiliate Marketing Services, and may modify eligibility criteria, in its sole discretion and in accordance with Section 2.F.

B. Qualified Referrals.

“Qualified Referral” means a new Client or Company account that (i) completes its first qualifying account-creation event within sixty (60) days after an eligible interaction with an affiliate link, code, or other tracking method approved by Really Global, and (ii) is attributed to eligible Company in Really Global’s system of record under Section E of this Appendix 2. An existing, duplicate, reactivated, self-referred, or commonly controlled account is not a Qualified Referral.

C. Adjusted Gross Transaction Amount; Commissionable Transactions.

“Adjusted Gross Transaction Amount” means the amount charged to and retained from the Client for a qualifying telehealth service after Client-facing discounts and service-price adjustments, excluding separately stated taxes and provider-paid additive fees, including Translation Fees. It is calculated before Really Global’s Technology Platform Services Fee, the minimum Technology Platform Services Fee, Processor Fees, payment-method fees, currency-conversion or cross-border fees, and affiliate payout costs. “Commissionable Transaction” means a completed telehealth transaction through the Technology Platform that generates a Technology Platform Services Fee actually received and retained by Really Global, is attributable to a Qualified Referral, and occurs during the Commission Period in Section F. In-person transactions are never Commissionable Transactions. Failed, uncaptured, voided, cancelled, fully refunded, reversed, charged-back, duplicate, test, fraudulent, self-referred, or otherwise invalid transactions are not Commissionable Transactions. A partial discount, refund, reversal, or chargeback reduces the Adjusted Gross Transaction Amount to the amount finally retained from the Client. Verification Fees, Translation Fees, tips, donations, credits, taxes separately stated to the Client, and unrelated transfers do not form part of the Adjusted Gross Transaction Amount. Notwithstanding anything to the contrary in this Agreement or this Appendix 2, a transaction is not a Commissionable Transaction, and no Affiliate Commission is earned or payable, if the Company providing the underlying services is a recovery home, clinical treatment facility, or laboratory within the meaning of 18 U.S.C. § 220.

D. Affiliate Commission Amount.

Eligible Company may earn an Affiliate Commission equal to five percent (5%) of the Adjusted Gross Transaction Amount of each Commissionable Transaction.

E. Attribution and Tracking.

Really Global may use its first-party system of record, cookies, links, codes, referral tokens, platform records, or other attribution methods to track Qualified Referrals. The initial attribution window is sixty (60) days. Within that window, the last eligible affiliate-link interaction before the first qualifying account-creation event controls. Once Really Global accepts the attribution, the Qualified Referral is attributed to that affiliate for the Commission Period, and a later affiliate-link interaction does not overwrite the accepted attribution. Cookies and other attribution methods may be blocked, deleted, expire, or fail, and Really Global does not guarantee that every interaction will be attributed. Really Global’s system-of-record attribution controls, subject to any documented correction Really Global makes to address error, fraud, abuse, or legal compliance.

F. Commission Period.

Affiliate Commissions may be earned on Commissionable Transactions occurring during the period of twenty-four (24) months after the Qualified Referral’s qualifying account-creation event recorded in Really Global’s system of record.

G. Payment and Payout Setup.

Company may activate and share an approved affiliate link and accrue Affiliate Commissions without first completing payout setup. Before receiving payment, Company must complete the payout-provider setup and provide the identity, payment, tax, or compliance information required by applicable law, the payout provider, or Really Global’s then-current program terms. Really Global calculates Affiliate Commissions on a monthly basis and pays eligible amounts on the schedule and through the payout method Really Global makes available, subject to: (i) Company’s continued eligibility and good standing under Section 2.F; (ii) fraud, abuse, and compliance review; (iii) any minimum payout threshold established in Really Global’s then-current program terms; (iv) payout-provider availability and requirements; and (v) Really Global’s clawback, withholding, set-off, reversal, and adjustment rights under Section 2.F, Section 3, and this Appendix 2. Really Global may defer payment until payout setup is complete without cancelling an otherwise valid accrued Affiliate Commission.

H. Adjustments, Reversals, Clawbacks, and Withholding.

Really Global may adjust, reverse, claw back, or withhold Affiliate Commissions, in whole or in part, in connection with: (i) refunds, chargebacks, reversals, or disputes affecting a Commissionable Transaction; (ii) duplicate accounts, self-referrals, fake traffic, or other circumvention; (iii) prohibited marketing or other breach of Section 2.F; (iv) violation of the Agreement, applicable law, processor rules, card-network rules, payment-method rules, or Really Global’s then-current policies and operational practices; or (v) transactions later determined not to be Commissionable Transactions. Really Global’s clawback, withholding, set-off, and offset rights are governed by Section 2.F and Section 3.

I. No Guarantee; Really Global Discretion.

Really Global does not guarantee any minimum Affiliate Commissions, traffic, attribution, or conversion outcomes. Participation in the Affiliate Marketing Services is at Really Global’s sole discretion, and Really Global may modify, suspend, or terminate the Affiliate Marketing Services or this Appendix 2 in accordance with Section 2.F and Section 12.5 of the Agreement.

Last Updated: August 9, 2026

APPENDIX 3 — EUROPEAN UNION PLATFORM-TO-BUSINESS RIDER

This Appendix 3 applies to a Company that is established in the European Union and that offers Mental Health Services to Clients located in the European Union (an “EU Business User”), and implements Regulation (EU) 2019/1150 of the European Parliament and of the Council on promoting fairness and transparency for business users of online intermediation services (the “P2B Regulation”). To the extent any provision of this Appendix 3 conflicts with another provision of the Agreement, this Appendix 3 controls for EU Business Users and only with respect to the specific matters it addresses.

A. Changes to the Agreement.

Notwithstanding any provision of the Agreement permitting a change to take effect upon posting or upon continued use, Really Global will give an EU Business User at least fifteen (15) days’ advance notice, on a durable medium, of any change to this Agreement or to Really Global’s then-current policies and operational practices before the change takes effect as to that EU Business User, and a longer period where the change requires the EU Business User to make technical or commercial adaptations. The EU Business User may terminate the Agreement before the change takes effect. A change made in breach of this Section A is null and void as to the EU Business User. This notice period does not apply where Really Global is subject to a legal or regulatory obligation requiring an earlier change, or where an earlier change is necessary to address an unforeseen and imminent danger relating to security, fraud, malware, spam, data breach, or another cybersecurity risk. For the avoidance of doubt, this Section A applies to any change to the price-band table, the minimum prices, the Minimum Transaction Amount, the Technology Platform Services Fee (including the Minimum Platform Fee), or the Translation Fee described in Appendix 1, as such changes apply to EU Business Users.

B. Restriction, Suspension, and Termination.

Where Really Global restricts or suspends an EU Business User’s access to the Technology Platform, Really Global will give that EU Business User, before or at the time the restriction or suspension takes effect, a statement of reasons on a durable medium. Where Really Global terminates an EU Business User’s access, Really Global will give at least thirty (30) days’ advance notice and a statement of reasons. These notice and statement-of-reasons requirements do not apply to the extent Really Global is subject to a legal or regulatory obligation to restrict, suspend, or terminate, or can demonstrate repeated infringement of the Agreement by the EU Business User, in each case as permitted by the P2B Regulation.

C. Ranking.

The Default Sort generally operates in the following order: current availability determines whether a Company is eligible to appear; Verified status and current Talk Now availability determine the Company’s default tier; and the operational factors described in the published specification determine ordering within that tier. This order is intended to show Clients available Companies, give priority to independently verified information, and then reflect operational signals without judging clinical quality, competence, or suitability.

A Company pays for the independent verification process, not for placement. Payment does not guarantee Verified status. If independent verification is successfully completed, the resulting Verified status affects the Company’s default tier. Except for this disclosed effect of successful verification, no fee paid to Really Global affects ranking or purchases placement. Search relevance, filters, Client-selected sorting, and matching preferences may affect the order shown.

The complete ranking parameters, relative importance, weights, and methodology are published at https://github.com/reallyhq/default-sort, incorporated into this Agreement, and updated in accordance with Appendix 3.A.

D. Internal Complaint-Handling; Mediation.

As of the effective date of this Appendix 3, Really Global qualifies as a small enterprise within the meaning of the P2B Regulation and the Annex to Commission Recommendation 2003/361/EC, and is therefore exempt from the obligations to operate an internal complaint-handling system (Article 11) and to designate mediators (Article 12). Really Global will nonetheless receive and consider complaints from EU Business Users through its customer support channels, and will implement an internal complaint-handling system and designate mediators if and when it ceases to qualify for the small-enterprise exemption.

E. No Retroactive Changes.

Really Global will not make retroactive changes to this Agreement as to an EU Business User, except where required to comply with a legal or regulatory obligation or where the change is beneficial to the EU Business User.

F. Data Access.

Company may access, through its account and through any dashboards or export tools Really Global makes available, certain profile, listing, booking, transaction, payout, review, and platform-use data relating to Company’s own use of the Technology Platform. The categories, scope, format, and availability of that access depend on the Technology Platform features Really Global makes available and are subject to Section 7.F, the Privacy Policy, and applicable law.

Where Really Global provides Company with Client personal data in connection with Company’s services, Company may access and use that data only as permitted by the Privacy Policy and applicable law. Company does not have access to data provided or generated by other Companies or their clients, or to Really Global’s aggregated, de-identified, or platform-operational data, except as Really Global makes available under the Agreement. Really Global’s own access to and use of data is described in Section 7 and the Privacy Policy.

G. Differentiated Treatment.

Really Global does not itself offer Mental Health Services on the Technology Platform and does not control any Company; accordingly, Really Global gives no differentiated treatment of the kind addressed by Article 7 of the P2B Regulation.

H. No Limitation of Statutory Rights.

Nothing in this Appendix 3 limits any right an EU Business User has under the P2B Regulation or other applicable law.

Last Updated: July 26, 2026