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This Marketer Agreement (this “Agreement”) is a binding agreement between AllyHealth LLC, a Pennsylvania limited liability company with its principal office at 24 N. Bryn Mawr Avenue, Suite 301, Bryn Mawr, PA 19010 (“AllyHealth”) and the entity (“Marketer”) entering into this Agreement with AllyHealth. AllyHealth and Marketer may be referred to individually as a “Party” and collectively as the “Parties.”

“Accepted,” “Accept,” or “Accepting” means that a party has indicated its binding acceptance of this Agreement or an order form or other terms that reference this Agreement, whether by digital signature, signature on paper, or by clicking “I accept,” “I agree” or an equivalent message.

By Accepting this Agreement, Marketer agrees to the terms and conditions of this Agreement. The “Effective Date” of this Agreement is the date you Accept these terms. If the person Accepting this Agreement is entering into it on behalf of a company or other legal entity, such person represents and warrants that he or she has the authority to bind such entity to this Agreement, in which case the term “Marketer” shall refer to such entity. If you do not have such authority or do not agree to this Agreement, you may not participate in the service offerings provided for in this Agreement.

WHEREAS, AllyHealth is engaged in the business of development, marketing, sale and distribution of telemedicine, telehealth, wellness, and other similar benefits programs, including mobile apps and online management portals (collectively, the “AllyHealth Services”); and

WHEREAS, Marketer desires to market, promote, and distribute the AllyHealth Services to Marketer’s current or prospective clients (each, a “Marketer Client”); and

NOW THEREFORE, in consideration of the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

1. Referrals

   1. AllyHealth hereby appoints Marketer, and Marketer hereby appoints AllyHealth, as its non-exclusive representative to solicit Marketer Clients, as further provided below, during the Term (as defined in Section 7 below).

   2. “Client Agreement” means AllyHealth’s approved agreement for customers to receive the AllyHealth Services which may be updated by AllyHealth from time to time. During the Term, Marketer may permit a Marketer Client to sign a Client Agreement as made available by AllyHealth without modification whatsoever and present such Client Agreement signed by such Marketer Client to AllyHealth for its approval and signature at AllyHealth’s sole and absolute discretion. “Enrolled Client” means a Marketer Client with an unterminated Client Agreement signed by both Marketer Client and AllyHealth.

   3. Marketer acknowledges and agrees that AllyHealth (i) is free to engage other sales agents and referral marketers, or utilize other channels to, and AllyHealth itself may, market any of AllyHealth Services to any thirty party, (ii) may determine, in its sole and absolute discretion, whether or not to enter into a contract or consummate a Marketer Client, (iii) may determine, in its sole and absolute discretion, the pricing, terms and conditions of any contract for AllyHealth Services it may choose to enter into with a Marketer Client, and (iv) is not obligated to compensate Marketer for any leads, contracts or transactions offered to AllyHealth that AllyHealth does not accept.

   4. Each Party acknowledges that this Agreement does not create an exclusive agreement between the Parties.

   5. In providing its referral services hereunder, Marketer represents and warrants that it will (i) conduct business in a manner that reflects favorably at all times on the AllyHealth Services and the good name, goodwill and reputation of AllyHealth, (ii) not make any statements, representations or warranties about AllyHealth or the AllyHealth Services that are inconsistent with the information in AllyHealth’s Marketing Materials (as defined below in Section 3.1) provided to Marketer or otherwise approved in writing in advance by AllyHealth; (iii) comply with all applicable laws, statutes, judicial decrees, regulations, administrative rules, guidelines and agency staff reports, including, without limitation, the Telephone Consumer Protection Act (“TCPA”) and CAN-SPAM Act, and shall not engage in or permit deceptive, misleading or unethical practices that are or might be detrimental to AllyHealth, and (iv) comply

      with the terms and conditions set forth in Schedule 1 attached hereto. Additionally, Marketer represents and warrants that it has all necessary and appropriate permissions, rights and powers to enter into this Agreement.

   6. Notwithstanding the unanticipated effect of any of the provisions herein, the Parties intend to comply, as applicable, with 42 U.S.C. § 1320a-7b(b) (commonly known as the Anti-Kickback Statute) and any other Federal or state law provision governing fraud and abuse or self-referrals under the Medicare or Medicaid programs, as such provisions may be amended from time to time. The Parties further intend that this Agreement comply with as many as reasonably practicable of the conditions for meeting the personal services and management contract safe harbor to the Anti-Kickback Statute which is set forth in 42 C.F.R. 1001.952(d) as such regulations may be amended. This Agreement shall be construed in a manner consistent with compliance with such statutes and regulations, and the Parties hereto agree to take such actions necessary to construe and administer this Agreement therewith or amend the Agreement as may be necessary in the interest of such compliance. The Parties solely intend that the fees exchanged be for the provision of such Services, and not to influence a Party with regard to any referrals of patients to a Party. As such, the Parties acknowledge that the compensation exchanged hereunder would be the same whether or not any such referrals are made. The Parties further intend that the compensation paid hereunder shall be fair market value for the Services rendered based on arm’s length bargaining and the value of similar services in the community. If any court or administrative agency of competent jurisdiction determines this Agreement violates any of such statutes or that the compensation hereunder exceeds reasonable compensation, then the Parties hereto agree to take such actions as necessary to amend this Agreement to comply with the applicable statutes or regulations, as provided herein.

2. Commissions

   1. "PMPM Fee” means the monthly fee set forth in the current rates by AllyHealth for each Primary Member. “Primary Member” means a person who is subscribed to the AllyHealth Services through a relationship with an Enrolled Client, excluding any dependents with respect to the Primary Member. AllyHealth and/or its vendors will be responsible for collecting all PMPM Fees. AllyHealth agrees to pay Marketer a monthly Commission, as set forth on Schedule 2 attached hereto, for each Primary Member with respect to an Enrolled Client as further provided below in this Section 2.1:

      1. AllyHealth will pay Commissions within 30 days of the end of the month in which the applicable PMPM Fees are received by AllyHealth.

      2. It is acknowledged and agreed by Marketer that any Commission payments made to Marketer shall be made out of monies actually received by AllyHealth. If for any reason (whether by the terms of any contract, termination, default, breach, tort, or otherwise) AllyHealth does not actually receive or is not entitled to its payments in connection with a Primary Member, then no Commission shall be owed and/or payable to Marketer by AllyHealth.

      3. Marketer agrees to forfeit its Commissions when a complete refund is issued to a Primary Member or an Enrolled Client for any reason during the first ninety (90) days following the Primary Member’s or Enrolled Client’s receipt of enrollment materials. Marketer expressly authorizes AllyHealth to deduct any monies due for such Primary Member or Enrolled Client refunds from Commissions.

      4. If Marketer believes, in good faith, that there is an error on any Commission report received from AllyHealth or Marketer requires additional information regarding a specific transaction, Marketer shall submit a written request for information within ninety (90) days of the statement date to the address specified on the Commission report. Any alleged error not submitted to AllyHealth within ninety (90) days will be considered waived by Marketer. Any correspondence should include Marketer’s name, Marketer number, and a full description of the error and/or transaction in question.

      5. Notwithstanding anything in the Agreement to the contrary, AllyHealth is not obligated to pay Marketer unless and until AllyHealth has received payment from the relevant Enrolled Client and in such event, AllyHealth’s payment obligation shall not exceed the amount received from such Enrolled Client.

   2. AllyHealth requires Marketer to provide and maintain an accurate and valid Form W-9, and other tax and financial information as specified by AllyHealth from time to time in order to receive Commissions. Any failure of Marketer to maintain valid and up-to-date payment information with AllyHealth or to keep payment information current will constitute a material breach of this Agreement, for which AllyHealth may terminate this Agreement upon written notice to Marketer.

   3. Marketer shall be solely responsible for all sales, use or other similar taxes levied by any governmental authority with respect to amounts payable under this Agreement, except for any taxes based upon AllyHealth’s net income or unless Marketer provides in writing documentation of an applicable exemption. All amounts shall be payable by Marketer to AllyHealth or its designated administrator without right of setoff, deduction or demand. Payment can be made either by ACH transaction, credit card payment, or by mailing a paper check to the following address:

      AllyHealth LLC
      24 N. Bryn Mawr Avenue Suite 301
      Bryn Mawr, PA 19010.

3. Marketing Materials; Trademarks; AllyHealth Intellectual Property

   1. "Marks" means any corporate or product names, trademarks, or logos. “Marketing Materials” means any information, designs, documents, files, Marks, or other materials used to market, promote, identify or support the AllyHealth Services, including all printed literature, promotional items, radio/television media, press releases, enrollment materials or other items similar as to their content, design, format, purpose, or use. Each Party retains all right, title, and interest in and to Marketing Materials created by it or on its behalf, excluding any Marketing Materials, Marks, Confidential Information or other information or materials of the other Party or any third party, including any Marketer Client or vendor of AllyHealth. Marketer shall submit all Marketing Materials to AllyHealth for prior written approval, which AllyHealth may withhold in its sole and absolute discretion. Further, Marketer shall use only the exact verbiage, design and format that is expressly approved in writing by AllyHealth when describing or making reference to AllyHealth. Marketer must submit Marketing Materials to AllyHealth electronically and each submission must receive AllyHealth’s express written consent before Marketer begins to use the Marketing Materials. Marketer shall immediately comply with AllyHealth’s requests to modify, alter or otherwise change any aspects of editorial decision-making related to the Marketing Materials. Marketer hereby agrees the use of unapproved Marketing Materials or other materials is expressly prohibited, would constitute a material breach of this Agreement, and such a breach would entitle AllyHealth to immediately seek injunctive relief.

   2. "Vendor Materials" means means any Marks, Marketing Materials, technology, services, applications, application programming interfaces, documentation, and any other information or materials made available by AllyHealth’s third party vendors (each, an “AllyHealth Vendor”). As between AllyHealth and Marketer, AllyHealth retains all right, title, and interest in and to the Vendor Materials, and all modifications, enhancements, and derivative works thereof. Marketer may not use or modify Vendor Materials or publicly use each AllyHealth Vendor’s Marks in reference to the AllyHealth Services unless explicitly approved in writing by AllyHealth or the applicable AllyHealth Vendor. During the Term of this Agreement, AllyHealth grants to Marketer a limited, revocable, non- exclusive, non-transferable, non-sublicensable (except to its service providers) sub-license to access and use the Vendor Materials strictly in accordance with the terms of this Agreement.

   3. During the Term of this Agreement, AllyHealth grants Marketer a non-exclusive, limited, revocable, fully-paid up, royalty-free, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicensable (except to Marketer’s service providers as deemed necessary to provide services to Marketer) right and license to use and display AllyHealth’s Marks (the “AllyHealth Trademarks”) and Marketing Materials, solely to the extent reasonably necessary for the marketing of the AllyHealth Services in accordance with this Agreement, provided that Marketer complies with any instructions provided by AllyHealth and conforms to AllyHealth’s standard usage requirements, which AllyHealth may amend from time to time. Marketer acknowledges

      that AllyHealth is the exclusive owner of the AllyHealth Trademarks and Marketing Material and that all goodwill arising from the use of the AllyHealth Trademarks and Marketing Material shall inure to the sole benefit of AllyHealth. Marketer agrees that it will not use or attempt to register in any jurisdiction any mark that is confusingly similar to a Trademark or any marks of AllyHealth’s vendors, unless expressly approved in writing by AllyHealth. Marketer will not remove or modify any AllyHealth Trademarks or other proprietary notices used by AllyHealth or its vendors in conjunction with the Marketing Material.

   4. "AllyHealth Material" means all Confidential Information (as that term is defined in Section 9 below) of AllyHealth, AllyHealth Services, AllyHealth Trademarks, Marketing Materials of AllyHealth, Vendor Materials, and any other information or materials relating to AllyHealth or the AllyHealth Services developed by or on behalf of AllyHealth. AllyHealth retains all right, title, and interest in and to all AllyHealth Material, and all modifications, enhancements, and derivative works thereof. AllyHealth will automatically own all improvements made to all AllyHealth Material even if it was suggested by Marketer, any Marketer Client, an Enrolled Client, or their employees or contractors. Marketer further agrees that:

      1. Marketer will not reverse-engineer the AllyHealth Services or Marketing Materials of AllyHealth, or otherwise infringe or misappropriate the AllyHealth Material, and will not use or disclose the AllyHealth Material in any manner other than as contemplated by this Agreement.

      2. Upon termination or expiration of this Agreement, unless not feasible, Marketer shall return to AllyHealth all of the AllyHealth Material provided to Marketer or any Marketer Client.

4. Marketer Responsibilities

   1. If Marketer receives member information from an Enrolled Client, Marketer agrees to send to send to AllyHealth all required new member information electronically in a format reasonably acceptable to AllyHealth within ten (10) days of receipt. Marketer agrees to use Marketer’s best efforts to ensure all data supplied to AllyHealth for processing is correct, complete, and in proper format as set forth by AllyHealth.

   2. Marketer agrees it shall not engage in any inbound or outbound telemarketing or multilevel (network) marketing without the prior written consent of AllyHealth which may be withheld in AllyHealth’s sole and absolute discretion.

   3. Marketer acknowledges the AllyHealth name is a Trademark of, and is owned by, AllyHealth and may not be reproduced without the express written consent of AllyHealth and nothing contained herein shall be construed as granting Marketer a license to use this trademark (or any other AllyHealth Material or its Marketers or vendors) except as explicitly permitted in this Agreement.

   4. Marketer acknowledges and agrees AllyHealth is not insurance nor is it intended to replace insurance.

   5. Marketer represents and warrants that it will not engage in any marketing practices that are false and/or misleading with respect to the products/services of AllyHealth.

   6. Marketer shall conduct all of its business in its own name. Marketer shall not be, or purport to be, authorized to legally represent AllyHealth or to conduct negotiations on behalf of AllyHealth. Marketer shall not have the authority to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of AllyHealth.

   7. Marketer shall deliver to AllyHealth a copy of each complaint, request and/or inquiry pertaining to AllyHealth received by Marketer from any consumer, federal or state insurance regulatory authority (accompanied by copies of all reasonably available information and records necessary to assist AllyHealth in responding) no later than two (2) business days after receipt of such complaint, request or inquiry.

   8. Marketer acknowledges (a) AllyHealth does not practice medicine or any other licensed profession,

      (b) AllyHealth does not control the actions of their vendors and is not responsible in the event one or more of these vendors terminate, cease, or modify the service(s) and/or product(s) offered in AllyHealth, (c) AllyHealth is not responsible for the care and treatment of members rendered by the participating professionals from the respective network in which they are associated; such care and treatment being the sole responsibility of the participating professionals from the respective network in which they are associated, (d) with regards to any discount health care services, each member shall be solely financially responsible for paying the usual and customary fees of participating professionals, less applicable discounts established from time to time by AllyHealth, for services received by such member, and AllyHealth is not responsible or accountable for providing funds to pay for such services, and (e) with regards to telehealth services, each member may be financially responsible for paying for consultation fees or other fees for service, depending on the specific program structure arranged for such member.

   9. Marketer shall promptly upon execution of this Agreement provide the information required in Exhibit

      A. Marketer shall make commercially reasonable efforts to inform AllyHealth of any updates to such information.

5. Indemnification; Limitation of Liability;

   1. Marketer shall indemnify, defend and hold harmless AllyHealth and its affiliates and of its and their respective directors, officers, managers, members, employees, agents, and successors and assigns from and against any and all out-of-pocket costs, damages, losses, judgements, fines, and expenses (including reasonable attorneys’ fees) (collectively “Indemnified Costs”) arising from any third party demand, claim or proceeding (each, a “Claim”) arising from (a) any actual or alleged infringement or misappropriation by Marketer of any third party’s patent, trademark, copyright, trade secret, or privacy rights or any other proprietary right of any third party, (b) any alleged facts that, if true, constitute a breach of Marketer’s representations and warranties in this Agreement, (c) Marketer’s actual or alleged violation of applicable laws, regulations, administrative rules, guidelines and staff reports, (d) Marketer’s or a Marketer Client’s use of Vendor Materials or any Claim by any AllyHealth Vendor alleging facts that, if true, constitute a breach by Marketer or a Marketer Client of the terms of this Agreement, or (e) breach of Marketer’s confidentiality obligations in this Agreement.

   2. Additionally, Marketer shall indemnify, defend and hold harmless AllyHealth and its affiliates and of its and their respective directors, officers, managers, members, employees, agents, and successors and assigns from and against any and all out-of-pocket Indemnified Costs arising from any third party Claim arising from any violation by Marketer or its representatives of the TCPA or the implementing regulations thereunder or state counterpart laws in connection with the AllyHealth Services or a violation by Marketer or its representatives of Schedule 1 of this Agreement. In the event of any Claim under this Section 5.2, Marketer and AllyHealth shall also cooperate in good faith with each other with respect to reasonable remedial measures or reasonable mitigations in connection with such alleged violation.

   3. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, ALLYHEALTH (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, OR FINANCIAL LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. FURTHERMORE, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ALLYHEALTH (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) AND ITS LICENSORS, SUPPLIERS, ADVERTISERS, AND DISTRIBUTORS, FOR ANY AND ALL CLAIMS RELATING TO MARKETER’S USE OF OR PARTICIPATION IN THE ALLYHEALTH SERVICES OR OTHERWISE UNDER THIS AGREEMENT IS LIMITED TO THE NET AMOUNT PAID BY ALLYHEALTH TO MARKETER DURING THE ONE MONTH PERIOD PRECEDING THE LATEST EVENT GIVING RISE TO SUCH CLAIMS.

6. Representations and Warranties; Disclaimers

   1. Each Party hereby represents and warrants that it is organized and in good standing under the laws of all applicable jurisdictions, is authorized to enter into this Agreement and perform its obligations hereunder, and performance of its obligations will not violate its other agreements or a third party’s rights.

   2. Marketer represents and warrants that the Marketing Materials and Marketer’s use of the AllyHealth Material will not infringe or misappropriate any third party copyright, trademark, patent, or trade secret right of any third party.

   3. OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER ALLYHEALTH NOR ITS LICENSORS, SUPPLIERS, ADVERTISERS, OR DISTRIBUTORS MAKE ANY SPECIFIC WARRANTIES OR PROMISES ABOUT THE ALLYHEALTH SERVICES. FOR EXAMPLE, ALLYHEALTH DOES NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT OR MARKETING MATERIAL WITHIN THE ALLYHEALTH SERVICES, THE SPECIFIC FUNCTIONS OF THE ALLYHEALTH SERVICES, OR THE RELIABILITY OR AVAILABILITY OF THE ALLYHEALTH SERVICES, OR THE ABILITY OF THE ALLYHEALTH SERVICES TO MEET MARKETER’S NEEDS. ALLYHEALTH ALSO DOES NOT MAKE ANY WARRANTIES OR COMMITMENT RELATING TO NON- INFRINGEMENT, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, OR ERROR-FREE OR UNINTERRUPTED OPERATIONS IN CONNECTION WITH THE ALLYHEALTH SERVICES. ALLYHEALTH PROVIDES THE ALLYHEALTH SERVICES AND ALL INFORMATION PROVIDED THEREIN “AS-IS.” THE ALLYHEALTH SERVICES ARE NOT GUARANTEED TO DELIVER A PARTICULAR AMOUNT OF COMMISSIONS THAT MAY BE EARNED BY MARKETER AND ALLYHEALTH IS NOT RESPONSIBLE OR LIABLE FOR MARKETER’S FINANCIAL RESULTS BASED ON THE COMMISSIONS.

   4. ALLYHEALTH, ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS SHALL HAVE NO RESPONSIBILITY WHATSOEVER FOR ANY ERROR OR INACCURACY IN ANY INFORMATION MADE AVAILABLE BY THE ALLYHEALTH SERVICES OR FOR ANY DECISIONS MARKETER MAKES AS A RESULT OF USING THE ALLYHEALTH SERVICES OR THE INFORMATION PROVIDED THEREIN.

   5. ALLYHEALTH DOES NOT PROVIDE A STATEMENT OF MARKETER’S ACTUAL OR PROJECTED AMOUNT OF COMMISSIONS OR A FINANCIAL FORECAST. ALLYHEALTH IS NOT RESPONSIBLE FOR MARKETER’S USE OF THE INFORMATION PROVIDED THROUGH THE ALLYHEALTH SERVICES. MARKETER UNDERSTANDS AND AGREES THAT ALLYHEALTH DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES AND ALL LIABILITY WITH RESPECT TO THE ANALYSIS PROVIDED BY THE ALLYHEALTH SERVICES, INCLUDING FOR ANY ERRORS, INACCURACY OR INCOMPLETENESS.

   6. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, ALLYHEALTH DISCLAIMS ALL WARRANTIES.

7. Term

   1. The initial Term of this Agreement shall be one (1) year, commencing upon the Effective Date (“Initial Term”). The Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless a Party provides written notice to the other Party of its intent to terminate the Agreement at least ninety (90) days prior to the end of the Initial Term or any Renewal Term. The Initial Term and Renewal Terms are collectively referred to herein as the Agreement “Term.”

8. Termination

   1. AllyHealth, at its option, may terminate this Agreement immediately upon written notice to Marketer under the following circumstances:

      1. If Marketer or a Marketer affiliate or any third party acting on behalf of Marketer or a Marketer affiliate, engages directly or indirectly in conduct that violates (a) any applicable law, statute, judicial decree, regulation, administrative rule, guideline or agency staff report, including but not limited to the TCPA, the Do Not Call Implementation Act or any laws relating to marketing or promotions, or (b) Schedule 1 attached hereto (the “Do Not Call Policy”). In such event, AllyHealth may deactivate members enrolled by Marketer in its sole discretion;

      2. If Marketer or a Marketer affiliate or any third party acting on behalf of Marketer or a Marketer affiliate advertises or markets the Services or Marketing Materials in a manner that violates the terms of this Agreement;

      3. If Marketer materially breaches any provision of this Agreement; or

      4. If any law, rule or regulation is enacted or promulgated that prohibits the performance of any of the duties hereunder, or if any law, rule or regulation is interpreted to prohibit such performance.

   2. This Agreement may be terminated at any time by a Party upon thirty (30) days prior written notice to the other Party.

   3. Except in connection with AllyHealth’s termination of this Agreement under Section 8.1 above, AllyHealth shall pay Marketer all Commissions that were earned prior to the effective date of termination, as determined by AllyHealth in its sole and absolute discretion. In the event that AllyHealth terminates this Agreement under Section 8.1 above, Marketer shall forfeit all further Commissions and any other fees hereunder. In the event of any termination of this Agreement, AllyHealth shall owe no further amounts under this Agreement, except for Commissions as provided in Section 8.5 below, as of the effective date of termination. Furthermore, AllyHealth may terminate the AllyHealth Services in whole or in part at any time by giving Marketer written (including email) notice.

   4. Marketer shall keep detailed records of all discussions with Marketer Clients with respect to the AllyHealth Services. Immediately upon any termination of this Agreement (or earlier, if directed by AllyHealth), Marketer shall provide such records and information to AllyHealth and shall cooperate with AllyHealth’s reasonable requests for assistance to facilitate a smooth and continuous transition of all discussions to AllyHealth or its designee. Any failure to render such assistance shall constitute a material breach of this Agreement.

   5. Upon termination by either Party without cause under Section 8.2 above, all existing memberships will continue to be serviced so long as membership fees are received and Marketer shall continue to receive the applicable Commission so long as active memberships remain in force and PMPM Fees are received by AllyHealth.

   6. Sections 3.4, 5, 8.6, 9, 10, and 11 shall survive any expiration or termination of this Agreement as well as any provisions that by their nature are intended to survive such expiration or termination.

9. Confidentiality

   1. "Confidential Information" means any information of a confidential, proprietary, or competitively sensitive nature, whether marked or unmarked, relating to a Party or its affiliates (the “Disclosing Party”) that is disclosed to or obtained by the other Party (the “Receiving Party”) in connection with this Agreement or that a reasonable business person would consider confidential, whether before or after the effective date of this Agreement. Confidential Information of a Party includes, but is not limited to, all source code, software, business models, schematic data, development tools, designs, formulas, software programs, data, technical data (whether or not patentable or registerable under patent, copyright or similar statutes and including all rights to obtain, register, perfect and enforce those proprietary interests), analyses, forecasts, studies, summaries, marketing plans, marketing materials, sales materials, call scripts, statistics, graphics, customer and supplier lists, contracts, non-public price lists, business plans, and all program, marketing, sales, or other financial or business information, and any modifications, enhancements and derivative works of any of the forgoing. For the avoidance of doubt, Confidential Information of Marketer includes Marketing Materials and Confidential Information of AllyHealth includes AllyHealth Material.

   2. Confidential Information does not include any information to the extent that the Receiving Party can reasonably demonstrate such information (a) is or becomes part of the public domain, other than as a result of the actions of the Receiving Party or its employees or contractors, (b) was already rightfully known to the Receiving Party as of the time it is disclosed to or obtained by the Receiving Party, (c) is subsequently learned from a third party not

      under a confidentiality obligation to the Disclosing Party, or (d) is independently developed by the Receiving Party without reference to the other party’s Confidential Information.

   3. Except as necessary to perform its obligations or exercise its rights under this Agreement, the Receiving Party shall not (i) use the Disclosing Party’s Confidential Information, or (ii) disclose the Disclosing Party’s Confidential Information to any third party. Each Party shall exercise the same degree of care with the other Party’s Confidential Information as it exercises with its own confidential and proprietary information, and in no event less than a reasonable degree of care. The Receiving Party shall disclose Confidential Information only to those employees, service providers and agents who have a “need to know” in connection with this Agreement.

   4. Each Party may disclose Confidential Information of the other Party to comply with any applicable law or regulation, or in response to a lawfully issued subpoena or other court order, provided that the Party being required to disclose Confidential Information shall (unless prohibited by applicable law), promptly upon receipt of such a request or court order, give written notice to the other Party and provide reasonable assistance to the other Party (at the other Party’s expense) in seeking an injunction, protective order, or other relief to prevent disclosure.

   5. Each Party acknowledges that a breach of its confidentiality obligations in this Agreement or infringement of the other Party’s intellectual property rights may cause irreparable damage to the other Party, the exact amount of which may be difficult or impossible to determine, and that the remedies at law for any such breach may be inadequate. Accordingly, each Party agrees that in the event of a breach or threatened breach of its confidentiality obligations in this Agreement or infringement of the other Party’s intellectual property rights, in addition to any other remedy which may be available at law or in equity, the other Party shall be entitled to seek injunctive relief from any court of competent jurisdiction. If any action at law or in equity is brought under this Section 9.5, the prevailing Party in such action shall be entitled to reasonable out-of-pocket attorneys’ fees and other litigation-related expenses, in addition to any other relief to which it may be entitled.

10. Audit

    1. "Audit" means to inspect or make copies of the books, statements, accounts, and other records relevant to the Audit Purpose. “Audit Purpose” means verifying the compliance of Marketer with its obligations under this Agreement. AllyHealth or an AllyHealth Vendor or AllyHealth’s or AllyHealth Vendor’s respective representatives (each, an “Auditor”) may perform an Audit during the Term or up to twelve (12) months thereafter. The Auditor shall provide no less than five (5) days prior written notice to Marketer of the date the Audit is to be performed; (ii) the Audit shall be conducted during Marketer’s normal business hours, without unreasonably interrupting the Marketer’s business operations, and if conducted onsite, the Audit shall be conducted at Marketer’s place of business; and (iii) the Auditor may not request more than one (1) Audit in any twelve (12) month period.

11. Notice

    1. Any notices that are required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by a nationally recognized commercial overnight courier that provides proof of delivery. Such notice shall be addressed to the Party receiving such notice at its address stated above or to such other address as either Party may from time to time specify in writing to the other Party. Any notice shall be effective upon delivery.

12. Miscellaneous

    1. Each Party shall obtain and maintain all licenses, registrations and permits by any local, state, federal, or governmental authority required of them in the performance of its obligations under this Agreement. Upon request, Marketer agrees to supply any documentation to AllyHealth in order to assist in resolving any member complaint.

    2. Company and Vendor are independent contractors, and except to the extent required by law, no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by

       this Agreement. Marketer shall have no authority whatsoever to enter into any agreement, bind or incur any obligations on behalf of, or commit AllyHealth in any manner whatsoever, and Marketer shall not make any representations, statements or warranties, either oral or in writing, concerning any offering from AllyHealth, other than to make available to Marketer Clients such promotional literature, data and other Marketing Materials as AllyHealth shall from time to time furnish for such purposes. Except as otherwise specifically provided for in this Agreement or otherwise agreed to in writing, AllyHealth and Marketer shall each assume and be responsible for all of its own costs, expenses, and charges necessary or incidental to its performance under this Agreement.

    3. Each Party represents and warrants that it has all necessary and appropriate permissions, rights, and powers to enter into and perform its obligations in this Agreement. Each Party’s performance of its obligations under this Agreement will not violate or infringe upon the rights of any third party or violate any other agreement between the parties, individually, and any other person, organization, or business or any law or governmental regulation.

    4. This Agreement shall be construed in accordance with, and all disputes shall be governed by, the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws rules thereof. Exclusive jurisdiction and venue for the adjudication of any disputes relating to this Agreement shall be in the state and federal courts (including the appellate courts) having jurisdiction for Philadelphia, Pennsylvania, and the parties hereby consent to the jurisdiction and venue of such courts.

    5. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature by facsimile or email shall also bind each of the parties to this Agreement.

    6. Marketer may not assign or delegate its rights or obligations relating to this Agreement without AllyHealth’s prior written consent. AllyHealth may assign this Agreement or assign or delegate any of its rights or obligations at any time.

    7. Neither Party will be liable for any breach of the Agreement or for any delay or failure of performance resulting from any cause beyond such Party’s reasonable control, including but not limited to the weather, natural disasters, pandemic, public health emergency, unavailability of utilities or communications services (including access to the Internet), civil disturbances, criminal acts of third parties, acts of terror, acts of civil or military authorities, or acts of God (collectively, a “Force Majeure Event“). Upon the cessation of such Force Majeure Event, the affected Party shall promptly resume its performance of any suspended obligations.

    8. The terms or conditions of this Agreement may be waived only in writing and signed by both Parties. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

    9. AllyHealth may from time to time update or amend this Agreement, in whole or in part, including any exhibits or schedules. Such updates or amendments will be binding on Marketer and will have an effective date at least thirty days after Marketer’s receipt of written notice from AllyHealth (email sufficing).

    10. This Agreement, including all schedules and exhibits, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

    11. If one of the provisions contained in this Agreement is determined, for any reason, to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. Moreover, if one or more of the provisions of this Agreement is, for any reason, held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the applicable law.

SCHEDULE 1

AllyHealth Do Not Call Policy

Any capitalized terms that are not defined in this Schedule 1 (this “Policy”) shall have the meanings set forth in the AllyHealth Referral Agreement (the “Agreement”) signed by the Parties.

1. Purpose

   This Policy applies to AllyHealth’s resellers, including Marketer, and Marketer’s clients and downstream Marketer clients (collectively, “Resellers”) that initiate outbound telemarketing calls to current or potential customers. It is also applicable to such calls made to wireless telephone numbers to the extent that calls to wireless telephone numbers are permissible by applicable law.

2. Summary of Applicable Laws

   The United States, as well as several states, have enacted laws governing telemarketing. The Do-Not-Call Implementation Act of 2003 requires the establishment of a National Do-Not-Call Registry. Consumers may register their telephone numbers on that registry. Once a telephone number is registered, that number may not be called by commercial telemarketers unless there is an Established Business Relationship (discussed below) with the consumer. In addition, states have enacted their own laws mandating state do-not-call lists. Resellers that engage in telemarketing are required to implement procedures to prevent commercial telemarketing calls to numbers on those lists, unless such calls are subject to an applicable exception such as the Established Business Relationship exception, discussed below.

   Marketer-Specific Do Not Call List – In addition to the National Do-Not-Call Registry and the state do-not-call lists, the Resellers that engage in telemarketing are required to maintain a company-specific do-not-call list or internal do-not- call list. Any consumer has the right to request that the Resellers not call it for telemarketing purposes. When a Reseller receives a request from a person to be placed on the company-specific do-not-call list, that Reseller must implement the request within thirty (30) days of receiving the request. The Resellers may not call persons on the company-specific do-not-call list without regard to whether the customers’ telephone numbers are included on the National Do-Not-Call Registry or on any state do-not-call list. The Resellers will not make telemarketing calls to persons on their company-specific do-not-call list.

   The TCPA also prohibits the use of an automatic telephone dialing system or an artificial or prerecorded voice to place telemarketing calls or transmit text messages to cell phones or use an artificial or prerecorded voice to make calls to residential lines without first obtaining the prior express written consent of the consumer.

   In addition to the national and state laws prohibiting telemarketing calls to telephone numbers included on the National Do-Not-Call Registry, state do-not-call lists, and company-specific do-not-call lists, the Resellers agree to comply with other legal requirements governing telemarketing. These include:

   • Calling Hour Limitations – Calls may only be made during permissible hours. Under the federal law, permissible hours are between 8:00 a.m. and 9:00 p.m. local time at the location of the called number; some states have permissible calling hours which differ from the permissible hours under federal law;

   • No Call Abandonment – Once a call is answered, the called party must be connected to a sales representative within two (2) seconds of the called party’s greeting. Calls not routed to sales representatives within two seconds are considered to be “abandoned calls.” Not more than three (3) percent of call attempts may be abandoned within any thirty (30) day period;

   • No Premature Disconnects – No call may be disconnected by the caller prior to fifteen (15) seconds after completion of dialing or four (4) rings;

   • Caller Identification Requirements – All persons engaged in telemarketing must identify themselves by company name and provide the name, address, and telephone number of the company they work for; and

   • No Threats or Obscene Language – Persons initiating telemarketing calls may not threaten or intimidate any called party or use obscene language.

     It is AllyHealth’s policy to comply with each of the telemarketing requirements listed above and to implement such procedures as necessary to ensure that AllyHealth’s Resellers comply with those requirements as well. Calls to telephone numbers on the Do-Not-Call lists and other violations of the requirements listed above may subject AllyHealth to claims against it as well as to governmentally-imposed sanctions, including monetary fines.

3. Summary of AllyHealth’s Telemarketing/Do-Not-Call Compliance Program

   AllyHealth understands that its Resellers engage in calls for the following purposes:

   • in response to inquiries about company products and services, including Internet inquiries;

   • to sell products and services to potential new customers;

   • to follow up on prior sales solicitations;

   • to inform current customers of new products and services;

   • to notify or remind existing customers of service dates, delivery dates, of the need to replace existing equipment; and

   • other calls in compliance with applicable law.

     AllyHealth requires its Resellers that engage in telemarketing to access to data base services to ensure compliance with Do-Not-Call requirements. Those data bases should include relevant Do-Not-Call lists which are applicable to the company’s telemarketing activities. These include:

     • The National Do-Not-Call Registry;

     • State do-not-call lists for states where the Reseller engages in telemarketing calls;

     • The Reseller-specific do-not-call list; and

The Reseller will pay such fees as necessary to obtain access to the national Do-Not-Call Registry, and relevant state do-not-call lists. Persons engaged in telemarketing calls on a Reseller’s behalf, whether Reseller’s employees or independent vendors, will utilize the services mentioned.

As for the Reseller-specific do-not-call list, all persons engaged in telemarketing on the Reseller’s behalf must have access to a company-administered data base of consumers who request not to be called (i.e., to be included on the company’s do-not-call list). All requests for inclusion on the Reseller-specific do-not-call list will be implemented within 30 days of the requests. IT IS THE RESELLER’S RESPONSIBILITY TO FOLLOW PROCEDURES ESTABLISHED BY THE RESELLER TO PREVENT CALLS TO PERSONS ON ANY APPLICABLE DO-NOT-CALL LIST.

4. Do-Not-Call Compliance and Procedures

   • No person will be called for telemarketing purposes using any automatic telephone dialing system, artificial or prerecorded voice to cell phones or an artificial or prerecorded voice to residential lines unless the Reseller has obtained the consumer’s prior express written consent for such calls.

     • For purposes of this Policy, prior express written consent shall only mean an agreement, in writing (including a writing that satisfies the E-Sign Act) that clearly authorizes the Reseller to deliver or caused to be delivered to the person called advertisements or telemarketing messages using an automatic telephone dialing system or an artificial or prerecorded voice, and the telephone number to which the signatory authorizes such advertisements or

       telemarketing messages to be delivered, which written agreement with the consumer includes a clear and conspicuous disclosure informing the person signing (A) by executing the agreement, the person authorizes the Reseller to deliver or cause to be delivered to the signatory telemarketing calls using an automatic telephone dialing system or an artificial or prerecorded voice; and (B) the person is not required to agree to enter into such an agreement as a condition of purchasing any property, goods, or services.

   • Consumers only will be called during hours that such calls are permissible.

   • The Reseller’s employees and independent agents calling on its behalf will not call any telephone number included on the National Do-Not-Call Registry, or any state do-not-call list unless the Reseller either has the called party’s requisite permission to call a specific telephone number included on one of the aforementioned registries or lists, or has an Established Business Relationship with the consumer. For purposes of this policy, an Established Business Relationship includes the following:

     • Calls may be made up to 18 months after a consumer’s last purchase, delivery or payment for any product or service provided by the Reseller.

     • Calls may be made up to 3 months after a consumer makes an inquiry or submits an inquiry to the Reseller regarding a product or service of the Reseller.

   • Some states might prohibit telemarketing calls to telephone numbers on the state’s do-not-call list even if there is an Established Business Relationship. Telemarketing calls will not be made to any telephone number on those states’ do-not-call list.

5. Training

   All persons engaged in telemarketing on the Reseller’s behalf will be required to attend a training course prior to commencement of any telemarketing calling and will be required to attend “refresher” training not less frequent than every year.

6. Compliance Program and Sanctions

   • AllyHealth may from time to time receive complaints and inquiries from federal and state departments involving alleged violations of do-not-call and other telemarketing requirements. AllyHealth will assign a senior-level employee (the “Compliance Officer”) to investigate and resolve all such complaints and inquiries, to prepare detailed responses to such complaints and inquiries. It will also be the Compliance Officer’s responsibility to retain detailed records of all such complaints and inquiries sent to the Company and the company’s disposition of those complaints and inquiries.

   • AllyHealth may also periodically monitor telemarketing calls for compliance with applicable laws and regulations. All such monitoring will be done under the supervision of the Compliance Officer. Caller persons will be notified in advance whenever calls are being monitored and/or recorded for compliance or training purposes.

   • AllyHealth or Reseller may be subject to potential liability and sanctions for violating applicable do- not-call and other telemarketing laws and regulations. The FTC has authority to commence cease and desist proceedings, and some states have their own enforcement authority including, in some cases, authority to demand payment of fines and/or stipulated penalty amounts. It is the company’s policy to ensure that all Resellers comply with all applicable do-not-call and other telemarketing requirements, to avoid any basis for imposition of sanctions.

   • Reseller shall report to AllyHealth any complaints or claims made against it for the violation of the TCPA, Do Not Call regulations or other laws and regulations referenced in this Policy.

7. Disciplinary Policy

   • AllyHealth has a Zero Tolerance Policy for violation of do-not-call and other telemarketing requirements.

Additionally, any Reseller who is determined to have initiated a call to any telephone number on the National Do-Not- Call Registry (where there is no Established Business Relationship), any state do-not-call list or the company-specific do-not-call list or who has been determined to have violated any other applicable law or rule governing telemarketing activities will be subject to an investigation by AllyHealth’s Compliance Officer. Such violation may constitute a material breach of any contractual relationship between AllyHealth and such Reseller committing such violation or the applicable downstream Marketer Client committing such violation. In the event of such violation, AllyHealth and Marketer shall mutually cooperate in good faith on such investigation and shall work together to determine the cause of such violation and any potential remediations with respect to such Reseller to cure said material breach.

SCHEDULE 2

Marketer Commission Plan

This Schedule 2 applies to the AllyHealth Reseller Agreement (the “Agreement”) to which it is attached. Any capitalized terms that are not defined in this Schedule 2 shall have the meanings set forth in the Agreement.

AllyHealth shall pay a total commission of twenty percent (20%) of the PMPM Fee (excluding any one-time setup fees or consult fees) to its Marketers, minus applicable taxes, payment processing fees, chargebacks and refunds (a “Commission”). AllyHealth shall pay such Commission as further provided in this Agreement. AllyHealth will distribute the Commissions to Marketer; provided that, with the mutual written agreement between AllyHealth and Marketer, the Commissions can be split between multiple recipients.

At Marketer’s option, which shall be provided in writing to AllyHealth from time to time, Marketer may forfeit all or part of its Commissions in order to provide its Marketer Clients with better pricing at any time on a deal by deal basis.

For larger deals, the parties may need to work together to reduce both the pricing and Commissions in order to offer prospective Marketer Clients a competitive deal. Marketer and AllyHealth agree to work together in good faith in these cases.

AllyHealth reserves the right to update, modify, or change the Commission plan at any time at its sole and absolute discretion with 30 days prior written notice to Marketer.