THIS PROFESSIONAL SERVICES AGREEMENT TERMS & CONDITIONS (“Agreement”) GOVERNS CLIENTS’S ACQUISITION AND UTILIZATION OF NUVOLUM (“Nuvolum”) SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING NUVOLUM SERVICES, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CLIENT” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Nuvolum’s direct competitors are prohibited from accessing the Services, except with Nuvolum’s prior written consent.

This Agreement was last updated on January 22, 2025. It is effective between Client and Nuvolum as of the date of Client’s accepting this Agreement.

1.0 SCOPE OF WORK

Monthly Marketing which may include all or any combination of the activities listed in the attached Services Order Form, including any special programs and/or PR-Social Campaigns, along with any additional Addendums and/or Agreements executed between the parties thereafter, are hereby incorporated by reference into this Agreement.

It is understood between the parties that Nuvolum is partnering with Client to improve the overall patient experience, and provide both online and offline marketing and awareness campaigns/efforts to improve and grow Client’s practice. As such, it is understood that Client will utilize the services, products, and technology stacks offered by Nuvolum to do so, and no other products of similar functionality or capability. Should Client wish to evaluate products or services that Nuvolum does not offer, but that will affect, and/or potentially interfere with, the services and products of Nuvolum, Client will first engage with Nuvolum regarding said evaluation. Nuvolum will determine whether it will be best to lead the evaluation of such product or service on behalf of Client, or partner with Client in the investigation thereof. It is further understood that Nuvolum may choose to add the service or product functionality being evaluated to its offerings so that there is a seamless and holistic integration offering in the best interests of Client.

2.0 CHANGES

If Client wishes to obtain additional services not covered by the Scope of Work defined in Services Order Form, Client shall submit a written description of the request for additional services to Nuvolum. Nuvolum shall provide a cost estimate in writing for performing the additional services. The parties shall, prior to the commencement of work on any additional services, execute an amendment to this Agreement.

3.0 PERIOD OF PERFORMANCE

The performance of services to be rendered under this Agreement are scheduled to commence upon execution of this Agreement by both parties, and continue for the number of months stated in Services Order Form thereafter (“Term”) unless otherwise terminated pursuant to the terms and conditions of this Agreement. Services shall only commence upon execution and receipt of this Agreement and payment of the agreed upon fees. At the end of the Term, this Agreement will automatically renew for 24 months, and then automatically for 24-month terms thereafter. If Client wishes to terminate this agreement prior to renewal, written notice must be provided to Nuvolum a minimum of 90 days prior to renewal. The terms and conditions of this Agreement will remain in effect upon each renewal unless otherwise modified in writing signed by both parties or until this Agreement is terminated as provided for herein.

The objectives and deliverables set out in Services Order Form are estimated and/or proposed deliverables and are subject to Client’s ability to provide certain information, resources, etc. to Nuvolum. Nuvolum will make its best efforts to deliver on said objectives but does not guarantee the outcome of said activities, due to factors beyond its control.

4.0 PLACE OF PERFORMANCE

All services under this Agreement shall be performed at one or more of Nuvolum’s offices or at such other locations as determined by Nuvolum.

5.0 PRICING & BILLING

Nuvolum operates on a fixed monthly retainer based upon the labor required to carry out the Services outlined in Services Order Form. The Marketing Management Services monthly investments/payments are outlined therein for the initial Term. In each year thereafter of any renewal Term, the investment will automatically increase each year by five percent (5%) over the prior year. It is understood by the parties that the work performed will not always be evenly spread between the months covered by this Agreement.

Expenses incurred for the execution of any part of this proposal shall be billed separately according to the terms of this Agreement (eg. Printing; third party services such as press release distribution; advertising expenses such as postage; SEM fees such as: pay-per-click budgets, boosting budgets for social media and/or video advertising; eTools; travel expenses [airfare, meals, lodging, car rental/service, shipping, etc.] of Nuvolum personnel & equipment necessary for execution of plan; on-site cost(s) for hosting any event(s) [eg. food & beverage, room/equipment rental, giveaways, etc.] for any PR Social Campaigns included under this or any subsequent Agreement, etc.). Client authorizes Nuvolum to bill the Client’s card on file for any expenses that do not exceed $400 (four hundred dollars) in any given month. Expenses that exceed $400 in a month must be approved by Client.

Upon commencement of services under this Agreement, Nuvolum and Client will agree upon dates for the execution of said services. Those dates represent Nuvolum’s inventory of staff time allocated to Client. Should Client choose to reschedule services that are already booked and agreed upon, or Client fail to deliver and/or meet said schedule with respect to Client deliverables (resulting in Nuvolum losing said inventory allocated to Client), Client will be subject to a rescheduling fee. Rescheduling fees will vary based upon service(s) being delayed and/or rescheduled, but by way of example, the rescheduling of a booked, on-site video shoot is fifteen thousand dollars.

6.0 PAYMENT

Nuvolum shall process the Client’s fixed monthly fee, along with any additional added on services agreed upon by Client, via ACH processing. The monthly fixed fee will be billed on the date of execution of this Agreement, and then monthly thereafter on either the 10th or the 25th of each month, whichever is closer to the Agreement Date.

Additional expenses as outlined in section 5.0 will be billed as follows: 1) Nuvolum will make its best effort to have pre-approved expenses billed directly to the client whenever possible (via a credit card kept on file for such purposes). 2) If Nuvolum must invoice Client for expenses, an administrative mark-up of 10% shall be applied. Invoice is due upon receipt, prior to expense being incurred by Nuvolum. Expense invoices not paid by the due date will incur a late fee of 10% per month.

The Client shall (i) pay to Nuvolum the amount of such invoice(s) in US dollars or (ii) pay to Nuvolum in US dollars the monthly fixed fee and the amount of any undisputed expenses. If there is a question or dispute with an invoice, the Client will provide to Nuvolum written notice of the Client’s objection to such invoice. This notice shall set forth in reasonable detail the reasons for the Client’s objection to the nature or amount of the invoice. This notice of dispute must be relayed in writing to Nuvolum within five (5) days after receipt of the invoice. If notification is not received within five (5) days of receipt of the invoice, the invoice conclusively shall be deemed correct and payment in full shall be made upon receipt of the invoice.

In the event that Nuvolum brings a successful collection action against Client for any outstanding payment, Client shall be responsible for all associated fees and expenses, including but not limited to attorneys’ fees, court costs, mediation and arbitration fees, collection consultant commissions, as well as interest on all unpaid amounts and collection fees and expenses at 1.5% per month. Invoices not in dispute and outstanding beyond fifteen (15) days from the due date shall bear interest at 1.5% per month and be subject to a late fee of 5% of invoice amount. Invoices in dispute, where the Client has timely notified Nuvolum of the dispute, will not accrue interest or a late fee until the dispute is resolved.

7.0 INTELLECTUAL PROPERTY WARRANTY AND INDEMNITY

Nuvolum warrants that the services provided for the Client under this Agreement will not infringe any copyrights, trademarks, patents, trade secrets or other intellectual property rights or privacy or similar rights of any person or entity, provided that Client has not breached its warranty as set forth below.

The Client warrants that all data and information provided to Nuvolum for purposes of performing the services under this Agreement, including but not limited to confidential and proprietary information, shall not infringe upon any copyrights, trademarks, patents, trade secrets or other intellectual property rights or privacy or similar rights of any person or entity, and that no such claims are threatened, asserted or pending. Each party shall indemnify and hold harmless the other and its directors, officers, partners, employees, representatives, agents and affiliates from any and all loss or liability for any and all third party claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties, and costs (including, without limitation, reasonable attorneys’ fees, costs, and disbursements) arising from breach of the warranty provided hereunder.

Nuvolum PR-Social Campaigns, also called Nuvolum Programs, are the Intellectual Property of, and are proprietary to, Nuvolum. If licensed, Client is only authorized to use said PR-Social Campaigns during the year for which they were licensed. Client is not permitted to duplicate or otherwise replicate and/or conduct PR-Social Campaigns that are in any way similar to Nuvolum’s Campaigns. Further, if Client chooses to pass or cancel a licensed Campaign, it is thereby forfeited by Client and cannot be rescheduled.

8.0 LIMITATION OF LIABILITY/DISCLAIMER

In no event shall Nuvolum be liable to Client or any third party for any indirect, incidental, special, or consequential damages arising out of this Agreement, including but not limited to damages for lost profits, lost opportunity, lost savings, or lost data, even if Nuvolum has been advised of the possibility of any such damages. In no event shall Nuvolum be liable for amounts greater than any fees paid by Client under this Agreement in any calendar year.

9.0 CONFIDENTIAL AND PROPRIETARY INFORMATION

Nuvolum agrees, during the term of this Agreement, not to disclose or use, other than for purposes of performing under this Agreement, any of Client’s confidential or proprietary information that has been identified in writing as such by Client. This obligation shall not apply to information already in Nuvolum’s possession not subject to this Agreement, information which becomes part of the public domain, information provided to Nuvolum by a third party who is not subject to a confidentiality restriction, and information which is disclosed in response to any judicial, governmental or regulatory request. Provided that all amounts owing hereunder have been paid, Client’s confidential and proprietary information shall be returned or destroyed within thirty (30) days of receipt by Nuvolum of Client’s written request.

Client agrees, not to disclose or use, other than for purposes of performing under this Agreement, any of Nuvolum’s confidential or proprietary information. This includes, but is not limited to, Nuvolum’s: patient experience methodologies, marketing methodologies, pr-social campaigns and program processes, business practices, client lists, tool/service functionality and methodologies (including those of associated companies/partners that are provided by Nuvolum to Client), etc. This obligation shall not apply to information already part of the public domain, information provided to Client by a third party who is not subject to a confidentiality restriction, and information which is disclosed in response to any judicial, governmental or regulatory request.

Neither Nuvolum, nor Client, shall publicly disclose the terms of this Agreement to any third party, unless required by law, nor shall the existence of said relationship between the parties be disclosed without the express written consent of the other party. This shall apply to both the corporate identities, as well as the individuals employed by, and/or engaged by, each party.

10.0 TERMINATION OR SUSPENSION

Either Party may terminate or suspend this Agreement at the end of any term by providing the other Party with at least ninety (90) days’ (“Notice Period”) prior written notice of its intention to terminate or suspend (“Notice”) and by paying to Nuvolum in immediately available funds an amount equal to the aggregate of all outstanding amounts owed Nuvolum. The Notice Period shall not begin until such time as the other Party receives written Notice. During the Notice Period Nuvolum will continue providing services in accordance with Attachment A. During the Notice Period Client is responsible for payment of the fixed fee and expenses in accordance with the terms of this Agreement. Notwithstanding the foregoing, Nuvolum may terminate or suspend this Agreement at any time for non-payment of any amounts owing hereunder, or if Nuvolum deems Client to be operating outside of the parameters necessary for the successful execution of this Agreement. If Nuvolum must terminate the Agreement under these conditions, the remaining balance of all monies owed to Nuvolum under the Agreement, shall be due and payable in full at the time of termination.

Termination or suspension shall be effective at the end of the Notice Period. Nuvolum shall not be obligated to provide and/or return any of the materials furnished by or developed for the Client until the Client makes the full final payment.

11.0 ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties with respect to contracting for Nuvolum’s services. There are no promises, covenants, or undertakings other than those expressly set forth herein. This Agreement may not be modified, unless agreed to in writing by Jock Putney or Jeff Thompson and authorized representatives of the Client.

12.0 SEVERABILITY

In the event that at any future time it is determined by a court of competent jurisdiction that any provision or term herein is illegal, invalid, or unenforceable, the remaining provisions and terms of this Agreement shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Agreement. In the event of such severance, the remaining terms and provisions shall be binding and enforceable.

13.0 ITEMS TO BE FURNISHED BY CLIENT

Client understands and agrees that performance of this Agreement by Nuvolum is contingent upon Client furnishing to Nuvolum such materials, facilities, personnel or services as may be requested by Nuvolum from time to time.

14.0 EMPLOYEE HIRING

Nuvolum and Client agree that, during the term of this Agreement and for a period of one hundred eighty (180) days thereafter, neither party will directly or indirectly hire or engage as an independent contractor or any other capacity, any person who is or was an employee of the other whether still employed by the Client or Consultant, employed with a third party or self-employed, without the express written consent of the other party.

15.0 GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, without regard for its conflicts of laws and principles. The Client consents to venue in and to the exclusive jurisdiction of the state and federal courts of the State of California, County of San Francisco for any dispute arising out of this Agreement.

16.0 NOTICE

Any notice required to be provided under this Agreement shall be sent to:

Nuvolum Inc.
Attn: Legal Department
435 Pacific Ave, 4th Floor
San Francisco, CA 94133

17.0 INDEPENDENT CONTRACTOR

Nuvolum, in rendering services under this Agreement, is acting and shall act solely as an independent contractor and not as the agent of Client.

18.0 NO ASSIGNMENT

This Agreement shall not be assigned or transferred by either party without the prior written consent of the other party, except in the event of a merger, acquisition, or other change in control transaction in which the party’s business will be substantially continued.