Technology Platform Terms of Service

Effective Date: The date on which the Company agrees to this Agreement by creating an account on the Really Global platform.

THIS TECHNOLOGY PLATFORM TERMS OF SERVICE (the “Agreement”) governs your access to and use of the Really Global Technology Platform. By creating an account on the Really Global Technology Platform, you (“Company”) agree to be bound by these terms and conditions and acknowledge that you have read and understood our Privacy Policy.

For the purposes of this Agreement, Alden Global Inc., doing business as “Really Global,” is referred to as “Really Global,” and the individual or entity creating the account is referred to as the “Company.” Collectively, Really Global and the Company are the “Parties.”

RECITALS

WHEREAS, Company provides Mental Health Services (as defined below);

WHEREAS, Really Global is a company specializing in providing technology platform services to licensed mental healthcare practitioners and non-licensed mental health coaches and mentors; and

WHEREAS, the Parties desire that Really Global provide such services, and licenses certain intellectual property to the Company on a non-exclusive basis, on the terms and conditions contained in this Agreement.

NOW, THEREFORE, the Parties to this Agreement do hereby agree as follows:

1. RELATIONSHIP OF COMPANY AND REALLY GLOBAL. “Technology Platform” shall mean the website and/or mobile app that is a hub owned by Really Global pursuant to this Agreement.

Appointment of Really Global. During the Term of this Agreement, Company hereby appoints Really Global as the sole and exclusive provider of certain services set forth hereunder with respect to Company’s provision of licensed mental healthcare and/or non-licensed mental health coaching and mentoring services (“Mental Health Services”) via the Technology Platform, and Really Global hereby agrees to furnish Company with such services, in accordance with the terms and conditions set forth in this Agreement. Really Global shall provide, or arrange for the provision of, such services by or through employees, affiliates, or independent contractors, in whatever manner it deems reasonably appropriate to meet the requirements of Company, and may expend such time as Really Global determines is necessary or advisable in its reasonable discretion. As part of Really Global’s appointment, Company shall cause its licensed mental healthcare practitioners and/or non-licensed mental health coaches and mentors to submit a profile and/or specialty page (including name, bio, photo, and other information that may be required by Really Global) for Really Global to post to its Technology Platform. Really Global may remove such profile or specialty page in its sole discretion.

Retention of Authority and Control by Company. Notwithstanding the authority granted to Really Global in this Agreement, 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.

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.

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.

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.

License of the Technology Platform and Material. During the term of this Agreement, Really Global shall non-exclusively license the Technology Platform and Material (as defined herein) and the related material to the Company to use the Technology Platform’s functionality.

2. TECHNOLOGY PLATFORM SERVICES. “Technology Platform Services” shall mean the various software services, as described in this Section, provided by Really Global via the Technology Platform.

Operational Services. Really Global shall provide administrative, management, and technology services with respect to the Mental Health Services provided by Company via the Technology Platform, including the following:

Operational Management. Really Global shall provide operational software services for Company’s Mental Health Services. Such services shall include but not be limited to, practice management and electronic health records (EHR) system; billing and payment processing services as defined in Subsection (B) hereto; client scheduling system; telehealth software; and access to data, measures, and metrics.

Quality Assurance, Risk Management, Peer Review, and Utilization Review. Really Global shall provide digital tools for the purpose of implementing quality assurance, improving customer service, managing risk, and establishing peer review programs, as needed.

Education. Really Global shall provide digital education tools to Company and Company’s staff (including employees and independent contractors of Company) regarding new developments in mental health services. Really Global shall also educate Company and Company’s staff how to use the capabilities of the software tools on the Technology Platform in order for Company to compete effectively and improve client relations.

Compliance Tools. Really Global shall provide digital tools to Company to support the maintenance of general compliance programs, including compliance with applicable federal and state healthcare laws and regulations. However, Company shall be solely responsible for compliance with all applicable federal and state laws and professional rules and regulations.

Financial Records and Accounting Services. Really Global shall provide software to maintain financial records on behalf of Company in accordance with applicable standards or as the Parties otherwise mutually agree.

Billing and Payment Processing Services. Really Global has invested in providing Company with a solution to help Company get paid more easily. Accordingly, Really Global shall provide Company billing and payment processing functionality through PayPal and Stripe, third-party online payment processing software that is integrated into Really Global’s Technology Platform. Such functionality is provided for all Mental Health Services rendered by Company via the Technology Platform during the Term of this Agreement (“Billing and Payment Processing Services”).

Software Functionality. Company hereby appoints Really Global as Company’s agent to facilitate Billing and Payment Processing Services. With respect to all Mental Health Services furnished throughout the Term of this Agreement, Really Global, through PayPal and Stripe, shall provide functionality for Company to prepare and distribute/process charges and/or bills for Mental Health Services rendered by Company. Really Global will also provide online, direct payment processing functionality to Company and Company’s clients for payment of the Mental Health Services rendered by Company. Really Global’s direct payment processing functionality does not engage in any insurance transactions, including reimbursement or the creation of super bills, for any type of insurance, regardless of jurisdiction. All billings shall be in the name of Company.

Company Acknowledgements. Company acknowledges and agrees to the following:

The submission of false, fraudulent, or misleading data, information, or statements in connection with billing is a crime and can subject the violator to imprisonment and fines. Company shall indemnify and hold Really Global and its owners, directors, employees, and contractors harmless from and against any billings submitted on behalf of and in the name of the Company for which Company has provided Really Global false, fraudulent, incomplete, misleading, or otherwise incorrect information or data.

The ultimate responsibility for accuracy of all bills submitted and charges processed through Paypal and Stripe is that of the Company. Company shall be responsible for maintaining all original source documents and professional records to verify and document the bills submitted.

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

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

Company agrees to defend, indemnify, and hold harmless Really Global, its officers, directors, shareholders, members, managers, representatives, employees, and agents, from and against any and all losses, liabilities, damages, claims, judgments, costs, or expenses, including attorneys’ fees, caused, or alleged to be caused, directly or indirectly, by or as a result of any acts, errors, or omissions of Really Global or any of its officers, directors, shareholders, members, managers, representatives, employees, and agents, in performing Really Global’s billing services hereunder.

Company acknowledges and agrees that it will not engage in any activities that are prohibited by Really Global’s direct payment processing functionality, including insurance reimbursement or the creation of super bills.

Company acknowledges and agrees that billing methods may vary by country due to PayPal and Stripe’s policies and local regulations. Accordingly, Company authorizes Really Global to facilitate payments from clients on behalf of Company as required by these policies and regulations.

Deposits. Really Global and Company will make such arrangements through PayPal and Stripe, as well as make any banking arrangements and execute such banking forms that are compliant with all laws and regulations, as necessary to ensure that Really Global can provide functionality for the Billing and Payment Processing Services and making deposits on behalf of Company.

Refund & Cancellation Policy

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”):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 in full and Company is paid in full for the session.c. Other refunds – Except as required by applicable law, card-network rules, or processor rules, Company shall not grant a refund that is inconsistent with items a-b. All refund requests must be submitted directly to Company, and any permitted refund must comply with 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. Scheduled sessions: A Company no-show occurs if Company has not joined within fifteen (15) minutes of the published start time. Talk Now: Company is expected to answer within thirty (30) seconds. A late answer is any pickup after 30s but before 60s and is logged for quality-of-service monitoring. If the call remains unanswered after sixty (60) seconds, the request is automatically cancelled, the Client receives a full refund, Company forfeits the session fee, and Company’s Talk Now status is set to “unavailable.” Three (3) late answers or two (2) Company no-shows in any rolling thirty-day period may trigger account review and corrective action (e.g., temporary suspension of Talk Now access), unless excused by the Platform for documented emergencies.

Prohibition on Unauthorized Refunds. Except where required by applicable law, card-network rules, or processor rules, Company shall not issue, authorize, or instruct any payment processor (including PayPal Standard or Stripe Standard) 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; orc. 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.The Technology Platform Services Fee retained by Really Global is non-refundable, except when a card-holder dispute reverses the entire transaction; in that event the fee will likewise be reversed.

Consequences of Breach. A violation of this Section constitutes a material breach. Really Global may, in its reasonable discretion, suspend or restrict Company’s access to the Technology Platform immediately and, if the breach is not cured within ten (10) days after written notice, may terminate this Agreement.

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.

Cooperation with Payment Processors. Company shall configure its PayPal Standard and/or Stripe Standard account settings, and shall follow any Really Global implementation guidance, to ensure that this Section can be enforced. Company shall not override or disable such settings without Really Global’s prior written consent.

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

Affiliate Marketing Services. Really Global has invested in providing Company with a marketing solution to facilitate user growth on the Technology Platform. Accordingly, eligible Company may earn commissions by promoting the Technology Platform, as defined in this Agreement (“Affiliate Marketing Services”). Commission details are further specified in Appendix 2.

Affiliate Eligibility and Restrictions. Company that provides only non-licensed mental health coaching and mentoring services is eligible to earn Affiliate Commissions. Company that provides licensed mental healthcare services is not eligible to earn Affiliate Commissions.

Affiliate Responsibilities and Compliance. Company may use Really Global’s approved branding materials in promotional efforts. Company shall create only original promotional content in alignment with Really Global’s brand standards and all applicable laws. Company may not alter Really Global’s branding or misrepresent any association with Really Global.

Permitted and Prohibited Promotional Methods. Company may promote the Technology Platform through personal websites, social media channels, email marketing, and other digital channels in alignment with Really Global’s guidelines. When engaging in email marketing, Company must ensure compliance with applicable laws, including obtaining recipients’ opt-in consent, providing a clear unsubscribe option, and ensuring accurate subject lines. Company may not bid on Really Global’s brand terms in paid advertising without prior written consent or use any software that disrupts the Technology Platform’s user experience.

Ethical and Transparent Marketing. Company must clearly disclose its affiliate relationship in all promotional content, complying with all applicable local and international advertising laws and guidelines.

IP Ownership.

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 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.

Company. As between Really Global and Company, except for the rights expressly granted herein, Company owns all right, title and interest in and to all Company Data. “Company Data” is defined herein as all marketing language, photographs, videos, images, and other intellectual property published on the Technology Platform by Company.

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.

Licensed Technology Platform and Material. Really Global will provide: (i) online software and applications (including Really Global proprietary EMR software and third party software including Stripe and PayPal payment processing software, Wiley Treatment Planner; Open AI, Microsoft Azure, Aptible, AWS, Sterling, Twilio, Google Analytics, Google Translate, Mixpanel, Post Affiliate Pro, Socxo, and other third-party software and applications at the sole discretion of Really Global) (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 is protected by U.S. laws 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, reverse compile, adapt, publish, or distribute the Licensed Technology Platform and Material in any form or by any means; (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 the rights of the Really Global. 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. Within ten (10) days after Company has discontinued the use of any part of the Licensed Technology Platform and Material or immediately upon the termination or expiration of this Agreement, Company shall cease using the Licensed Technology Platform and Material, and return to Really Global the original and all whole or partial copies of the Licensed Technology Platform and Material that Company may have acquired or generated during the term of this Agreement. Company shall certify in writing to Really Global that it has done so. By indicating acceptance of these terms, Company does not become the owner of Licensed Technology Platform and Material, but is entitled to use them as specifically permitted according to the terms of this Agreement and subject to all additional intellectual property notices, information or accessed through this Agreement. 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 and now known or hereafter existing (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 management 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.

Platform Access. Company may permit any staff of Company who use the Licensed Technology Platform and Material (“Users”) to access and use the features and functions of the Licensed Technology Platform and Material by sharing Company’s username and password. Company shall (a) be solely responsible for all activities that occur under the username; (b) not allow any unauthorized third party to use its account, username or password at any time; and (c) notify Really Global promptly of any actual or suspected unauthorized use of its account or any other breach or suspected breach of this Agreement. 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 (apart from the limited right to install and use the Licensed Technology Platform and Material).

Restrictions. Company will use the Licensed Technology Platform and Material solely in accordance with the Documentation 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 Documentation; 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.

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.

Third Party Content. Certain tools and features of the Licensed Technology Platform and Material, to the extent ordered by Company, 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 accept 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.

Technology Platform Service Fee. In consideration for the performance of all of its duties and obligations as provided in this Agreement, Really Global shall receive compensation as defined in Appendix 1 (the “Technology Platform Services Fee”). The Technology Platform Services Fee is payable to Really Global on the 1st of the month (the “Fee Payment Date”) by electronic funds transfer by Company to Really Global, upon transmission by Really Global of an invoice with an accounting of the calculation of the Fees (the “Fee Calculation”). Company also grants Really Global the right and authority to disburse amounts payable to Really Global (and, if applicable, PayPal or Stripe) by Company via the PayPal, Stripe, or other integrated payment software and functionality, in accordance with each platform’s then-current limitations and procedures for collecting fees for platform and connected accounts. As of the Effective Date, Stripe’s relevant procedures are located at the following link: https://stripe.com/docs/connect/destination-charges#flow-of-funds-app-fee. If automatic collection is unavailable 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, in consultation with Company, may adjust the Technology Platform Services Fee hereunder based on the fair market value of Really Global’s services on an annual basis, taking into account Really Global’s performance and any changes in the scope and costs of the services provided by Really Global for Company.

Verification Fees. If Company elects to undergo verification (Section 5: Verification Program), Company agrees to pay all applicable charges, including any base verification fees, any administrative or processing fees charged by Really Global, and any additional fees that may arise during the Verification process (e.g., from educational institutions, licensure boards, or other agencies). 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.

Term of Agreement. The initial term of this Agreement shall commence on the Effective Date and continue one (1) year thereafter (the “Initial Term”). After the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year each (each, a “Renewal Term”), unless either Party is in breach of a material term of this Agreement at the time of such renewal, or unless either Party notifies the other Party in writing, not less than ninety (90) days’ prior to the end of the then current term, of its intention to not renew this Agreement. For purposes of this Agreement, the Initial Term and Renewal Terms are collectively referred to as the “Term”. In the event this Agreement terminates or expires and Company continues to accept services, the terms and conditions of this Agreement shall apply to the provision the same and Company shall be bound to pay for the same, until Company shall terminate such extension upon further written notice to Really Global of not less than thirty (30) days. This Section (Term) shall survive termination or expiration of this Agreement.

Termination.

For Cause; Other Reasons. Either Party may terminate this Agreement for cause upon the material breach of this Agreement by the other Party, if such breach is not cured within ten (10) days following written notice of such breach. Either Party may terminate this Agreement immediately upon the filing, with respect to the other Party, of a voluntary or involuntary petition in bankruptcy if such petition is not dismissed within thirty (30) days of such filing; or upon the appointment of a receiver or trustee to take possession of all, or substantially all, of the assets of a Party, if such appointment is not terminated within thirty (30) days, or upon the garnishment or attachment of the Collections generated by Company; or upon dissolution of either Party if that Party is an entity.

Without Cause. Either Party may terminate this Agreement immediately without cause, upon thirty (30) days’ written notice to the other Party, or upon termination of the Sublease Agreement.

Action by Board with Legal Jurisdiction. While both Parties believe that this Agreement is in full compliance with relevant laws, interpretation of law is subject to differing interpretations and/or change. In the event the regulatory Board for the State or other authority with legal jurisdiction shall, solely by virtue of the Parties’ performance under this Agreement, initiate an action to sanction or revoke the license of any licensed mental healthcare practitioner retained by Company to practice in the State, or initiate any action against the Really Global, either Party hereto may, by written notice to the other Party, immediately request that the Agreement be amended in a mutually acceptable manner. Any amendment shall be made in the lawful manner which results in the least changes to the Parties’ expectations hereunder. In the event the offending provisions of the Agreement cannot be cured as to the legality of such provisions to the satisfaction of both Parties, then either Party may terminate this Agreement upon ten (10) days written notice.

Effect of Termination. Upon termination or expiration of this Agreement, Company shall: (i) return all documents, data and other materials or information that constitute “Confidential Information” as defined below (and any license granted under this Agreement shall immediately terminate), and immediately cease using any logo, trade name, trade or service mark or other commercial symbol that suggests a connection or association with Really Global.Termination or expiration of this Agreement shall not relieve either Party of any obligation to the other in accordance with the terms of this Agreement with respect to services furnished prior to such termination or expiration. Company specifically acknowledges and agrees that Really Global shall continue to have authority over the Collections in effect as of the date of termination or expiration until such time as all compensation due and owing to Really Global by Company for services furnished by Really Global under the terms of this Agreement rendered prior to the date of termination or expiration have been paid in full and Really Global shall be permitted to deduct any compensation amount due to it from the Company’s collections. The Parties agree to cooperate with one another to continue billing and collections on said accounts receivable for as long as may be required, in Really Global’s sole discretion, to satisfactorily collect on these.Following any notice of termination hereunder, whether given by Really Global or Company, Company and Really Global will fully cooperate with each other in all matters relating to the performance of Mental Health Services and operation of the practice, as appropriate, to ensure continuation of care for Company’s patients and/or clients. This Section (Effect of Termination) shall survive termination or expiration of this Agreement.

5. VERIFICATION PROGRAM.

Optional Participation. Participation in the Verification Program (“Verification”) is voluntary for Company. Company may choose to undergo Verification to obtain a “Verified” status on the Technology Platform, which may enhance visibility and build trust with Clients. For avoidance of doubt, the Verification is not related to any employment relationship and is offered solely as a service to enhance Company’s credibility and trustworthiness on the Technology Platform.

Verification Process. The Verification is designed to confirm the credentials, licenses, certifications, educational qualifications, and background of Company to promote a trusted environment for Clients. Really Global has partnered with a third-party verification service provider, Certn.io (“Verification Partner”), to conduct the Verification. Company opting for Verification agrees to engage with the Verification Partner and provide necessary information and documentation. The scope of Verification includes:

For Company furnishing licensed mental health care services: Verification may include professional licenses, certifications, educational history, and, if applicable, background checks for those working with vulnerable populations.

For Company furnishing non-licensed mental health care services: Verification may include certifications, educational history, and, if applicable, background checks for those working with vulnerable populations.

Consent and Cooperation. By opting into the Verification, Company consents to the collection, use, and processing of its personal and professional information by the Verification Partner. Company agrees to provide accurate, complete, and up-to-date information and documentation as requested, and to undergo background checks where applicable.

Verification Fees. Company agrees to pay all applicable fees associated with the Verification, including any base fees charged by the Verification Partner and any additional charges that may arise during the Verification process. Company acknowledges that such additional fees may not be known in advance and that the timing of these charges cannot be precisely determined.

Notification and Authorization for Additional Fees. Upon the Verification Partner informing Really Global of any additional fees, Company will receive a notification at least 24 hours prior to the automatic debit of these fees from Company’s designated payment method. Company acknowledges and consents that the automatic debit constitutes acceptance of the additional fees. Verification status (i.e., the “Verified” badge) will be granted upon successful completion of the payment of these fees, either prior to or concurrently with the issuance of the Verified badge.

Verification Outcomes. Upon successful completion of the Verification, Company will receive a “Verified” badge on its profile on the Technology Platform, enhancing visibility and credibility to Clients. Really Global reserves the right, in its sole discretion, to deny or revoke Verified status if:

Company’s credentials, licenses, certifications, or educational qualifications cannot be verified.

Discrepancies or inconsistencies are found in the information provided.

Company has a criminal record that, in Really Global’s judgment, may affect its suitability to provide services on the Technology Platform.

Any other reason that Really Global deems appropriate to maintain the integrity and safety of the Technology Platform.

Participation in the Verification process does not guarantee that Verified status will be granted. Really Global makes no representations or warranties regarding the outcome of the Verification.

Company’s Responsibilities. Company represents and warrants that all information and documentation provided for Verification are true, accurate, and complete. Company agrees to promptly notify Really Global of any changes to its credentials, licenses, educational qualifications, or background that may affect its Verified status.

Really Global’s Rights. Really Global has sole discretion in granting, denying, or revoking Verified status and is under no obligation to provide Company with specific reasons for any decision made. Company agrees that Really Global shall not be liable for any damages, claims, or losses arising out of or related to the Verification process or any decision to grant, deny, or revoke Verified status.

Indemnification. Company shall indemnify, defend, and hold harmless Really Global and its affiliates from any claims, damages, or losses arising from Company’s participation in the Verification process; any inaccuracies or misrepresentations in the information provided by Company; and any actions taken by Really Global in reliance upon the Verification results.

Acknowledgment of Verification Process. The Verification process is conducted by the Verification Partner, an independent third-party service provider. Company acknowledges that it may have certain rights under applicable laws and regulations regarding the Verification process. Company agrees to contact the Verification Partner directly to exercise any such rights or to address any concerns related to the Verification.

Compliance with Local Laws. Company acknowledges that compliance with local laws and regulations regarding background investigations and consumer reporting is Company’s responsibility. Company agrees to review and comply with all applicable laws in their respective jurisdictions.

6. COVENANTS. Company covenants and agrees that, at all times during the term hereof, Company will meet all applicable licensing and registration requirements, as applicable, and conduct its Mental Health Services in accordance with all governing laws and regulations.

7. RECORDS.

Professional Records. Company shall own all professional records (including images) with respect to all services billed in the name of Company. Company (or, as applicable, its healthcare professionals, coaches, and mentors) shall be solely responsible for making all entries on all such records. Such records shall at all times be owned and controlled by Company, but: (i) may be stored at various locations, and may be maintained, inspected, or copied by Really Global, in connection with Really Global’s performance of services under this Agreement; and (ii) in the event of a termination of this Agreement, Company understands that Really Global retains a copy of such records related to such services, and may contact customers listed on those records, consistent with applicable privacy law. Notwithstanding the foregoing, Clients have the right to access and obtain a copy of their personal mental health data contained within these records for their own use, subject to applicable laws and regulations. Company and Really Global shall comply with all applicable federal, state, and local laws and regulations relating to professional records. This Section (6A, Professional Records) shall survive termination or expiration of this Agreement.

Business Records. All business and administrative records maintained by Really Global in connection with the Management and Administrative Services provided by Really Global shall be Really Global’s property. Notwithstanding Section 6A (Professional Records) above, Really Global shall maintain a record of basic contact information of individuals that visit via the Technology Platform (“Clients”); such records shall be considered business and administrative records, and Really Global shall have the right in its sole discretion to contact the Clients with respect to matters such as feedback and quality assurance, and (subject to HIPAA, GDPR and/or relevant federal or state law) future services by Really Global and its affiliates and contractors. This Section 6B (Business Records) shall survive termination or expiration of this Agreement.

Review of Books and Records. Each of the Parties shall have the right, during ordinary business hours and upon reasonable notice, to review and make copies of, the books and records of the other Party relating to the billing and collection of fees under this Agreement. Any such review shall take place within six (6) months after the end of the calendar year, and after such date no challenge to any statements, accountings, or other records pertaining to such calendar year or any portion thereof shall be permitted. Any such review shall be performed at the cost of the requesting Party. Each respective Party shall be responsible for any improprieties of such Party identified in the course of any such review, and the other Party reserves all rights to pursue any claim or remedy available in law or equity with respect to such improprieties, if any. This Section 6C (Review of Books and Records) shall survive termination or expiration of this Agreement for six (6) months after the end of the calendar year in which the Agreement terminated or expired.

8. INSURANCE; INDEMNIFICATION.

Insurance Coverage. Unless otherwise agreed to in writing by Really Global, during the Term of this Agreement, Company shall maintain, at its cost and in its name: (i) adequate and appropriate professional liability coverage in an appropriate amount reasonably recommended by Really Global, applicable to Company and its employees and agents; (ii) comprehensive general liability insurance coverage in an appropriate amount reasonably recommended by Really Global, applicable to Company and its employees and agents; and (iii) any other insurance coverage reasonably recommended by Really Global in its role under this Agreement. “Really Global” shall be named as an additional insured on such general and professional liability insurance policies. Company shall be responsible to meet any legal requirements for insurance coverage, including minimum insurance coverage amounts, consistent with the applicable laws and regulations of the jurisdiction where Company provides Mental Health Services.

Indemnification. Company shall indemnify and hold Really Global harmless from and against any and all liability, loss, damage, cause of action, cost, or expense (including reasonable attorney’s fees) arising out of, or in any way connected with, any negligent or intentional act or failure to act, any breach of any representation or warranty under this Agreement, or any other wrongful conduct by Company, its shareholders, agents, employees, or subcontractors in the performance of its duties under this Agreement. The Parties agree that upon receipt of a claim or demand for which Really Global is entitled to indemnification, Really Global shall: (i) provide Company with prompt written notice of any indemnifiable claim; (ii) permit Company to assume sole control of the defense with counsel selected by the Company; (iii) furnish Company with all documents and information within the possession, custody, or control of Really Global relating to such claim; (iv) reasonably cooperate with Company and its counsel; and (v) not enter into any oral or written negotiation, settlement, or compromise of any indemnifiable claim without Company’s prior written consent. This Section (Indemnification) shall survive termination or expiration of this Agreement.

9. COMPLIANCE WITH LAWS. The obligations of Really Global pursuant to this Agreement shall be subject to any limitations or restrictions which may be imposed by law or regulation. In addition, both Parties understand that:

No Fee-Splitting. Payment of the compensation under this Agreement is not intended to be, and shall not be interpreted or applied as, permitting Really Global to share in Company’s fees for Mental Health Services, but is acknowledged as the Parties’ negotiated agreement as to the reasonable fair market value of the items and services furnished by Really Global pursuant to this Agreement, after giving effect to the nature and volume of the services required and the risks assumed by Really Global.

No Payment for Referrals. The Parties agree that the aggregate compensation being paid by Company over the Term of this Agreement represents the fair market value of the contemplated services hereunder, and a fair and reasonable return for Really Global’s expenses and obligations hereunder, in an arms’ length transaction and is not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the Parties.

No Federal Healthcare Program Exclusion. Each Party represents and warrants to the other Party that neither the representing Party nor any of its officers, directors, or employees or contractors providing services under this Agreement are currently excluded, debarred, or otherwise ineligible to participate in any government or commercial health care insurance programs in any country or have ever been convicted of a criminal offense related to health care.

Compliance as Business Associate. The Parties acknowledge that to the extent Really Global is a “business associate,” as defined in United States federal regulations issued pursuant to the Health Insurance Portability and Accountability Act (HIPAA) relating to the privacy and security of professional records and health information, and/or relevant state privacy and security law, Really Global and the Company shall be bound by the terms outlined in the separate Really Global HIPAA Business Associate Agreement (“BAA”). The BAA is incorporated by reference into this Agreement and will provide the specific terms and conditions under which Really Global will handle Protected Health Information in compliance with HIPAA and relevant state laws.

Compliance as Data Processor. The Parties acknowledge that to the extent Really Global is a “Data Processor,” as defined in the General Data Protection Regulation (GDPR) and/or relevant state or country-specific data protection laws, Really Global and the Company shall be bound by the terms outlined in the separate Really Global Data Processing Agreement (“DPA”). The DPA is incorporated by reference into this Agreement and will provide the specific terms and conditions under which Really Global will handle personal data in compliance with GDPR and relevant state or country-specific laws.

Compliance with Advertising Laws. The Parties acknowledge that Company retains sole legal responsibility to comply with all advertising laws and regulations related to the language and other media posted by Company to describe the Mental Health Services and the qualifications, educational background, and/or professional background of Company. Company shall not publish any false, fraudulent, misleading, or deceptive statements, claims, or images related to the same. Company shall indemnify and hold Really Global harmless from and against any and all liability related to a breach of this Section, pursuant to Section 7(B) herein. Really Global reserves the right to suspend Company’s account should Really Global reasonably believe that Company is in breach of this Section.

Compliance with YouTube Community Guidelines and Policies. Company acknowledges and agrees that any videos uploaded by Company or its representatives to the ReallyHQ YouTube channel via the Technology Platform must fully comply with YouTube’s Community Guidelines, Terms of Service, and all related policies, as amended from time to time by YouTube. Specifically, but without limitation, Company agrees that:

Ownership and Originality. Company must have created or own all rights to any videos uploaded, or have obtained the explicit rights and licenses necessary for use and publication.

Duplicate or Reused Content. Company shall not upload videos identical or substantially similar to content already published on YouTube, including content from Company’s own channel or third-party channels, unless clearly modified, commentary-rich, or compliant with fair use principles.

Prohibited Content. Company shall not upload videos containing:

Violence, graphic, or shocking content unless explicitly educational, professional, and minimally graphic.

Harassment, bullying, hate speech, or discriminatory content against any individual or protected group.

Nudity, sexually explicit content, or exploitation of minors.

Misleading, false, or medically inaccurate information about health or mental health treatments.

Spam, scams, or misleading metadata including deceptive titles, tags, or descriptions.

Privacy and Confidentiality. Company must safeguard client identities and avoid revealing personally identifiable or confidential information without explicit written consent and in full compliance with applicable privacy laws, including HIPAA or GDPR, as relevant.

External Links and Contact Information. Company agrees not to include links, phone numbers, email addresses, calendar links, or other external calls to action in any uploaded video or its YouTube description. Such inclusion is strictly prohibited and may result in the suspension or termination of Company’s video upload privileges or, in severe or repeated cases, termination of Company’s account on the Technology Platform.

Consequences of Violations. Company understands and acknowledges that non-compliance with YouTube’s policies, as detailed herein, poses a risk to Really Global’s YouTube channel (ReallyHQ). Any violations may result in immediate removal of uploaded content, suspension or permanent termination of upload privileges, and/or termination of Company’s access to the Technology Platform.

For complete details, please review YouTube’s Community Guidelines. This Section 2G (Compliance with YouTube Community Guidelines and Policies) shall survive termination or expiration of this Agreement.

10. CONFIDENTIALITY ETC.

Confidentiality. The Parties covenant and agree that they will keep the terms of this Agreement completely confidential and will not hereafter disclose such information concerning this Agreement to any person other than (i) their attorneys, accountants, financial advisors, lenders, or prospective purchasers, (ii) as needed to enforce the terms of this Agreement, or (iii) as required by law. Further, each Party hereby agrees that it and its officers, owners, directors, employees, agents, and advisors (collectively, “Representatives”) will use the Confidential Information of the other Party in good faith solely in connection with this Agreement and for no other purpose, that the Confidential Information will be kept confidential, and that the Party and its Representatives will not disclose any of the Confidential Information in any manner whatsoever or use it for any purpose except as necessary to perform its obligations hereunder; provided, however that (i) either Party and its Representatives may make any disclosure of such information to which the disclosing Party gives its prior written consent, (ii) any of such information may be disclosed to the other Party’s Representatives who need to know such information in connection with this Agreement, who agree to keep such information confidential and who agree to be bound by the terms hereof to the same extent as if they were Parties hereto, and (iii) either Party and its Representatives may make any disclosure that, in the opinion of its legal counsel, is required by law or governmental process. In any event, each Party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Confidential Information of the other Party and to accept responsibility for any breach of this Section (Confidential Information) by any of its Representatives.As used in this Agreement, “Confidential Information” shall be defined as oral, written and/or recorded information concerning a Party’s (or any of its subsidiaries’ or affiliates’) business, including all notes, analyses, summaries, compilations, studies, sheets, explanation of tests, legal advisory, technical data, marketing information, professional technology, technical specifications, banking, financing methodologies, investors, introductions to persons, business plans, marketing plans, supplier information, ideas, vendors, development strategies, intellectual property, know-how, proprietary property, written deliverables, business usage or requirements, customer lists, employee and consultant lists, system integrators, financial and operational information, accounting, pricing information, equipment used, reimbursement information, trade secrets, or other documents or records prepared by the non-disclosing Party of such information which contain, reflect, or are based on such information, and including the Licensed Technology Platform and Material, but does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the applicable Party or any of its Representatives, (ii) was independently acquired or developed by the non-disclosing Party or its Representatives without breach of this Agreement, or (iii) becomes available to the non-disclosing Party or any of its Representatives on a non-confidential basis from a person (other than the disclosing Party or any of its Representatives) who, to the non-disclosing Party’s knowledge, is not and was not bound by a confidentiality agreement with the disclosing Party, or is not and was not otherwise prohibited from transmitting the information to the non-disclosing Party or its Representatives.If either Party or any of its Representatives are required by applicable law or regulation or by legal process to make any disclosure otherwise prohibited hereunder, each Party agrees to provide the other with prompt notice of such requirement prior to disclosure so that the other Party may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, the Party subject to legal disclosure agrees to furnish only that portion of the Confidential Information which its counsel advises it that it is legally compelled to disclose and to use its reasonable efforts, at the request and cost of the other Party, to obtain confidential treatment for the Confidential Information disclosed. If at any time either Party so requests for any reason, the other Party will promptly deliver to the requesting Party or, as elected by the other Party, destroy all Confidential Information delivered to it or its Representatives by or on behalf of the requesting Party. Notwithstanding the return or destruction of the Confidential Information, each Party and its Representatives will continue to be bound by the obligations of confidentiality and other obligations hereunder. All Confidential Information is provided “as is,” without warranty of any kind, and the non-disclosing Party shall not be liable for any damages whatsoever relating to recipient’s use of such Confidential Information. This Section (Confidential Information) shall survive termination or expiration of this Agreement.The language of this Agreement is also proprietary in nature and is Confidential Information. This Agreement shall not be used by any Party without express permission from the drafter of this Agreement or the Party who is a client of the drafter of this Agreement. The party who is not the client of the original drafter may not use this Agreement as a template for other matters.

Non-interference, Non-solicitation, Non-Disparagement.

Non-interference. Each Party agrees that it will not disrupt, damage, impair or interfere with the business of the other, whether by way of interfering with or raiding its employees, disrupting its relationship with agents, suppliers, business contacts, representatives, vendors or otherwise.

Non-solicitation. During the term of this agreement and for a period of two (2) years following termination of this Agreement for any reason, Company shall not (except in connection with the performance of Company’s duties under this Agreement), either directly or indirectly, solicit or otherwise contact, or enter into discussions with any individual who was a director, officer, shareholder, member, employee, or independent contractor of Really Global during the twelve (12)-month period immediately preceding the date of termination of this Agreement.

Non-disparagement. Each Party further agrees at all times during and following the term of this Agreement to refrain from making derogatory or disparaging remarks concerning the other Party, its officers, its directors, its employees or their professional competence, orally or in writing, directly or indirectly.

The obligations of this Section shall be in full force and effect during the term of this Agreement and shall survive the termination or expiration of this Agreement.

Injunctive Relief. In the event of a breach of this Section 9, Company acknowledges that any violation of this Section would result in irreparable injury to Really Global, and the remedy at law would be inadequate. Accordingly, Really Global shall be entitled to injunctive relief in addition to any other remedies to which Really Global may be entitled at law or in equity.

11. INDEPENDENT CONTRACTOR. The relationship between Really Global and Company is not one of partners, joint venturers, principal and agent or employer and employee, nor any relationship other than that of independent contractors. Except as specifically provided herein, Company shall neither have nor exercise any control or direction over the methods by which Really Global and its employees and independent contractors provide the services required of it hereunder. Really Global shall neither have nor exercise any control or direction over the professional judgment of Company or the manner in which Company performs its Mental Health Services. The Parties hereto understand that Really Global, in its capacity as Really Global, does not provide health care services and shall not employ, engage or supervise Company in his or her provision of such services. Each Party hereto shall be solely responsible for the compensation, benefits, insurance coverage, employer taxes and any other obligations of its own employees or independent contractors.

12. GENERAL PROVISIONS.

No Assignment. Unless otherwise permitted in this Agreement, neither Party hereto shall assign any of its rights, nor delegate any of its duties under this Agreement, without first obtaining the express written consent of the other Party. Subject to the foregoing restriction, this Agreement shall be binding on the Parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, Really Global may assign this Agreement, without Company’s prior written consent, to any entity that purchases more than fifty percent (50%) of Really Global or that acquires substantially all of Really Global’s business assets (including direct and indirect ownership interests in entities conducting business operations). Further, notwithstanding the foregoing, Really Global may assign the proceeds of this Agreement without Company’s prior written consent.

Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, 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 so as reasonably to effect the intent of the Parties. The Parties further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision. This Section (Severability) shall survive termination or expiration of this Agreement.

Notice. Any and all notices, demands, requests, and other communications required or permitted to be given hereunder shall be in writing and shall be given by overnight courier or by certified U.S. mail (with return receipt requested), or via email, addressed as indicated in the signature block to this Agreement, or as otherwise indicated by notice given in accordance with this provision. If delivered by overnight courier, such notice shall be effective on the date of delivery to the address indicated above if delivered on a business day, otherwise such notice shall be effective on the next succeeding business day. If delivered by certified U.S. mail, such notice shall be effective on the third business day after the date of mailing. If delivered by email, such notice shall be effective on the first business day after the date the email was sent.

Waiver. A waiver by either Party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any other obligation hereunder.

Entire Understanding. This Agreement and any exhibits attached hereto contain the entire understanding of the Parties hereto relating to the subject matter contained herein, and supersede all prior and collateral agreements, understanding, statements and negotiations of the Parties. This Agreement can only be changed, modified, amended, rescinded or supplemented by a written agreement executed by both Parties.

Governing Law. The laws of the State of California within the United States of America (without giving effect to its conflicts of law provisions) shall govern all matters arising out of or relating to this Agreement, including, but not limited to, its validity, interpretation, performance, enforcement, and construction. This Section (Governing Law) shall survive termination or expiration of this Agreement.

Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco County, California before one (1) arbitrator. The arbitration shall be administered by AHLA Alternative Dispute Resolution Service Rules of Procedure for Arbitration, in the above-mentioned city or county. Judgment on the award may be entered in any court having jurisdiction. This provision shall not preclude either Party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator. Each Party has read and understood this Section (Arbitration) and understands that it thereby agrees to submit any claims arising out of this Agreement to binding arbitration, and that this dispute resolution provision constitutes a waiver of the Party’s right to a jury trial. HOWEVER, prior to either Party initiating Arbitration of any dispute, the Parties agree to attempt mediation of the dispute with a mutually agreeable trained mediator in the above-mentioned city or county. “Trained mediator” means a professional with actual training and experience in the field of Mediation and/or dispute resolution. EACH PARTY HAS READ AND UNDERSTANDS THIS SECTION and UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE PARTY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO MEDIATION AND ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL.

Attorney’s Fees. Should either Party institute any action or proceeding, including without limitation arbitration, relating to this Agreement, the prevailing Party in any such action or proceeding shall be entitled to receive from the other Party all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action or proceeding. This Section (Attorney’s Fees) shall survive termination or expiration of this Agreement.

Interpretation of Agreement; Attorney Review; Headings. The Parties acknowledge and agree that because all Parties have been advised and afforded the opportunity to seek its own legal counsel as to the consequences of signing this Agreement, and that each has either sought separate legal counsel or has chosen not to do so. Accordingly, no rule of construction shall apply to this Agreement which construes any language, whether ambiguous, unclear or otherwise, in favor of, or against any Party by reason of that Party’s role in drafting this Agreement. The descriptive headings of sections and subsections in this Agreement are provided for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. This Section (Interpretation of Agreement) shall survive termination or expiration of this Agreement.

Additional Acts. The Parties hereto agree to perform such other acts, and to execute such additional documents, as may be required from time to time to carry out the provisions of this Agreement or the intentions of the Parties.

Limitation of Liability. Under no circumstances shall Really Global be liable to Company or any third Party for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special or exemplary damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if either Party knew or was advised that such damages could or may result. Really Global disclaims any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Really Global’s maximum liability in respect of any loss or damage suffered by Company and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the value of sums paid by Company to Really Global in relation to this Agreement pursuant to which the relevant loss or damage has arisen.Some states do not allow the exclusion or limitation of incidental or consequential damages under certain circumstances and the above exclusion or limitation may not apply. Without limiting any of the foregoing, in no event will any Party be liable for any delay or failure to perform which is due to causes beyond its reasonable control.

This Section shall survive termination or expiration of this Agreement.

Counterparts; Execution. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The signatures of the Parties need not appear on the same counterpart. Delivery of an executed counterpart of this Agreement may be made by fax, email, or other electronic transmission, and as such shall be deemed to be a written and signed original for all purposes. This Agreement is effective only upon signed acceptance by both Parties. By their signatures on this Agreement, each of the signatories to this Agreement represent that they have the authority to execute this Agreement and to bind the Party on whose behalf their execution is made. This Agreement when mutually executed constitutes the legal, valid and binding obligation of the Parties enforceable in accordance with its terms.

Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement (other than financial obligations, including payment of amounts due) if such failure or delay is the result of any of the following (each, a “Force Majeure Event”): labor dispute; act of God; inability to obtain labor or materials; accident; pandemic; future law, regulation, ordinance, or requirement of any governmental or regulatory agency; or any other event which is beyond its reasonable control. Notwithstanding the foregoing, a Force Majeure Event does not include economic hardship, reduction in reimbursement, changes in market conditions, or insufficiency of funds. This Section (Force Majeure) shall not, however, release such Party from using its reasonable efforts to avoid or remove such cause and such Party shall resume performance hereunder with the utmost dispatch whenever such causes are removed. This Section shall survive termination or expiration of this Agreement.

Third Parties. Nothing in this Agreement creates, or will be deemed to create, any third Party beneficiaries of or under this Agreement. This Section (Third Parties) shall survive termination or expiration of this Agreement.

Rights Cumulative. The various rights and remedies herein granted to the respective Parties hereto shall be cumulative and in addition to any other rights any such Party may be entitled to under law. The exercise of one or more rights or remedies by a Party shall not impair the right of such Party to exercise any other right or remedy, at law or equity. This Section shall survive termination or expiration of this Agreement.

APPENDIX 1 (FEES)

As compensation for its services hereunder, Really Global shall receive the following fees (the “Fees”):

Technology Platform Services Fee1.1 Telehealth Services. Company shall pay Really Global a Technology Platform Services Fee equal to fifteen percent (15 %) of Company’s Adjusted Collections derived from virtual (audio- or video-based) Mental Health Services booked and delivered through the Technology Platform.1.2 In-Person Services. Company shall pay Really Global a Technology Platform Services Fee equal to five percent (5 %) of Company’s Adjusted Collections derived from face-to-face Mental Health Services booked and delivered through the Technology Platform.

Definition of “Adjusted Collections”“Adjusted Collections” means, for any applicable period, the total amount of gross payments actually deposited to Company through the Technology Platform during such period, minus (a) patient credits issued contemporaneously with the original charge and (b) documented bad-debt write-offs attributable to that period. Voluntary refunds initiated by Company after settlement shall not reduce Adjusted Collections, and Really Global shall retain the Technology Platform Services Fee previously assessed on the original transaction.

Processor FeesCard-processing, currency-conversion, instant-payout, charge-back, or similar fees assessed by Stripe, PayPal, or any other integrated payment processor (collectively, “Processor Fees”) are passed through in full to Company and are not retained by Really Global. Processor Fees do not offset or diminish the Technology Platform Services Fee owed under Section 1.

Method and Timing of Payment4.1 Automatic Deduction. Unless otherwise agreed in writing, the Technology Platform Services Fee is deducted automatically via the Technology Platform at the moment the underlying client payment is captured.4.2 Invoicing Backup. If automatic deduction is unavailable, Really Global will invoice Company monthly in arrears; such invoices are due and payable within fifteen (15) days of receipt.

No Additional Platform ChargesExcept for (i) the Technology Platform Services Fee described above, (ii) Processor Fees payable by Company to the payment processor, and (iii) optional services separately elected by Company (e.g., Verification Program fees), Really Global assesses no setup, subscription, or maintenance fees.

Appendix 2 (Affiliate Commissions)

Direct Referrals. Eligible Company may earn a commission (“Affiliate Commission”) of up to 5% on all transactions generated by clients or by a Company provisioning mental health services, directly referred by the eligible Company.

Multi-Level Earnings. Company may earn from referrals up to five levels deep in its network, as follows:

Level 1 (Direct Referral): 2% commission per transaction

Level 2: 1% commission

Level 3: 1% commission

Level 4: 0.5% commission

Level 5: 0.5% commission

Rest Commissions. If there are no affiliates at levels above eligible Company (missing uplines), eligible Company will receive unassigned commissions, effectively increasing earnings on direct referrals, up to a maximum of 5%.

Cookie Policy. Affiliate Marketing Services operate with a 60-day tracking cookie. Any sign-ups or transactions made within 60 days of the initial click on an affiliate link will be credited to eligible Company for referral commissions.

Commission Payment Schedule. Commissions earned under this Agreement are calculated at the end of each calendar month. Really Global will pay these commissions to eligible Company on a monthly basis, 30 days after the end of the month in which they were earned. Payments are subject to verification of Company’s compliance with all terms and conditions under this Agreement.

Last Updated: June 10, 2025