Media Licensing Agreement

Services Agreement

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the signature on the digital Statement of Work (“Effective Date“) by and between InfluenceLogic, LLC with its principal place of business located at 101 N. 1st Avenue, Suite 900, Phoenix, AZ 85003(“InfluenceLogic”) and (“Influencer”). Influencer and the representative brand shall individually each be referred to herein as a “Party” and collectively be referred to herein as the “Parties”.

RECITALS

WHEREAS, InfluenceLogic provides social media marketing services to the representative brand (“Client”);

WHEREAS, Client provides an online platform through which subscribers may connect with licensed therapists for ongoing professional counseling via asynchronous messaging, real-time chat, phone sessions, and video sessions (“Client Offering”); and

WHEREAS, InfluenceLogic may engage Influencer to promote the Client Offering pursuant to the terms set forth herein and the attached or subsequently executed Work Order(s) (as defined herein).

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree to the following:

1. Services; Fees.

1.1 Pursuant to this Agreement, InfluenceLogic may engage Influencer to provide social media influencer campaign services to promote Client’s business including the goal of increasing new user registration on Client’s website(s) or other platform(s) (the “Services”). If InfluenceLogic engages Influencer to provide the Services, the Parties shall enter into a Work Order, the form of which is attached hereto as “Exhibit A” (“Work Order”). The Parties agree that they can enter into additional Work Orders, denoted as subsequent exhibits, pursuant to this Agreement. Any subsequent Work Orders that are entered into by the Parties will not require a new Agreement and will be bound by the terms of this Agreement unless the Parties mutually agree otherwise in writing.

1.2 The fees for the Services shall be as set forth in each Work Order. All payments from InfluenceLogic to Influencer shall be made within the timeframe set forth in the Work Order.

1.3 Influencer acknowledges and agrees that Influencer shall comply with the following requirements:

(i) All endorsements, advertisements, and promotional material or content shall accurately, truthfully, and fully disclose that they are performed as paid promotions for Client;

(ii) Influencer is and will remain in full compliance with the terms of use/terms and conditions and privacy policy for any and all websites used by the Influencer in endorsing, promoting, and/or advertising the Client Offering;

(iii) Influencer agrees that all Services need to be approved by InfluenceLogic in writing before any Influencer posts content about Client on Influencer’s channel. InfluenceLogic shall not be responsible for fees for Services unless InfluenceLogic has approved the applicable posting, in writing,

1.4 Influencer agrees that InfluenceLogic and/or Client may utilize a reporting service, system, technology, and/or tool to track or report on the performance of the Services and the completion of actions, deliverables, leads, and/or sign-ups (the “Deliverables”) under or in connection with this Agreement and each Work Order.

1.5 In the event Influencer’s testimonial or Services indicate that Influencer has used the Client platform or online counseling through Client, Influencer agrees that Influencer has set up a legitimate account on the Client platform and is a user of the Client app as of the Effective Date of this Agreement.

2. Term; Termination.

2.1 Term. This Agreement shall commence on the Effective Date and, unless terminated as set forth herein, continue for a period of twelve (12) months thereafter (the “Term”). This Agreement shall only be renewed or extended upon the Parties entering into a written agreement, which is executed by the authorized representatives of each Party.

2.2 Termination. Either Party may, upon providing fifteen (15) days prior written notice to the other Party, terminate this Agreement and/or any Work Order in the event of a breach of a material term or provision of this Agreement and/or any other Work Order by such other Party, provided, that the other Party does not cure or remedy the breach within said fifteen (15) day period. Either Party’s exercise of its termination right under this Section 2.2 shall not limit or restrict the terminating party from exercising any other rights or remedies available to such Party. In the event that this Agreement and/or any Work Order is terminated for cause by Influencer, InfluenceLogic shall pay Influencer for all Services performed up to and through the effective date of the termination. Such termination shall not nullify or alter InfluenceLogic’s obligation to pay Influencer pursuant to the terms hereof and as found in any then current Work Orders. Following termination of this Agreement by InfluenceLogic for any reason other than material breach, InfluenceLogic shall continue to pay Influencer for all Services performed through the date of termination.

2.3 Effect of Termination/Expiration. Upon the expiration or termination of this Agreement: (i) all licenses granted hereunder shall immediately cease and terminate; (ii) Influencer will cease any further use of InfluenceLogic and/or Client IP; (iii) Influencer will deliver to InfluenceLogic and/or InfluenceLogic’s designee all InfluenceLogic and/or Client IP which may be in Influencer’s possession; (iv) each Party will comply with its obligations hereunder, to return and/or delete and/or erase Confidential Information (as defined in Section 5.1); and (vi) each Party shall comply with any and all other obligations set forth in this Agreement. The terms and provisions of this Agreement that by their scope and nature should survive the termination of this Agreement and will so survive.

3. Representations and Warranties.

3.1 Influencer represents, warrants, and covenants to InfluenceLogic as follows:

(i) Influencer has full and complete authority to enter into this Agreement.

(ii) all rights, licenses, permits and consents necessary to comply with this Agreement, and to perform any obligations hereunder, including without limitation, the Services, are and will be properly obtained and maintained by Influencer throughout the Term.

(iii) the performance of the Services and the entering into of this Agreement by Influencer do not, and will not, cause a breach of or default under the terms of any other agreement entered into by Influencer.

(iv) Excluding materials provided to Influencer by InfluenceLogic or Client, the Services do not and will not infringe, misappropriate, or otherwise violate the intellectual property, proprietary, and/or privacy right(s) of any third party or defame any third party.

(v) Influencer is familiar with and understands the U.S. Federal Trade Commission’s Guidelines on the Use of Endorsements and Testimonials in Advertising (“Guidelines”) and will ensure that all endorsement, advertising, and promotional activities conducted in connection with the Services contain appropriate disclosures as required by the Guidelines and meet the truth in advertising requirements set forth in the Guidelines with respect to claims about the Client Offering made by Influencer; provided that Influencer shall not be responsible for claims about the Client Offering provided by InfluenceLogic or Client to Influencer.

3.2 InfluenceLogic represents, warrants, and covenants to Influencer as follows:

(i) InfluenceLogic has full and complete authority to enter into this Agreement.

(ii) all rights, licenses, permits and consents which may be necessary for InfluenceLogic to have in connection with this Agreement are and will be properly obtained and maintained throughout the Term.

(iii) any Client IP provided to Influencer for use in the Services does not and will not infringe, misappropriate, or otherwise violate the intellectual property, proprietary, and/or privacy right(s) of any third party or third parties.

(iv) the entering into of this Agreement by InfluenceLogic does not, and will not, cause a breach of or default under the terms of any other agreement entered into by InfluenceLogic.

4. Ownership and Use of Information.

4.1 InfluenceLogic and Client do and will own all intellectual property and proprietary content or material supplied or provided by InfluenceLogic or Client to Influencer, including but not limited to all trademarks, logos, advertising copy and/or content and all intellectual property included or incorporated therein (the “Client IP”).

4.2 InfluenceLogic grants Influencer a limited, sublicensable, nonexclusive, revocable, worldwide license to use, reproduce, modify, create derivative works of, distribute, and digitally display the Client IP, only to the extent necessary to provide and perform the Services and only in a manner that has been approved by InfluenceLogic. Influencer will follow any Client IP usage guidelines provided by InfluenceLogic. In the event InfluenceLogic determines in its sole discretion that any use of Client IP by Influencer violates InfluenceLogic guidelines, the Guidelines or paints Client in an unfavorable light, Influencer will cease any such use of Client IP immediately upon receipt of notice by InfluenceLogic.

4.3 Confidential Information. The Influencer acknowledges that the Influencer may have access to information that is treated as confidential and proprietary by InfluenceLogic or Client, including, without limitation, trade secrets, technology, and information pertaining to the business operations and strategies, customers, pricing and marketing of InfluenceLogic, Client, and/or their respective affiliates and other information that a reasonable person would under the circumstances understand is confidential or proprietary to InfluenceLogic or Client, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that the Influencer develops in connection with the Services, including but not limited to any Deliverables, shall be subject to the terms and conditions of this Section 4.3. The Influencer agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of InfluenceLogic in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. The Influencer shall notify InfluenceLogic immediately in the event the Influencer become aware of any loss or disclosure of any Confidential Information. The foregoing notwithstanding, “Confidential Information” shall not include information that: (i) is or becomes generally available to the public other than through the Influencer’s breach of this Agreement; or (ii) is communicated to the Influencer by a third party that had no confidentiality obligations with respect to such information. Furthermore, nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. The Influencer agree to provide written notice of any such order to an authorized officer of InfluenceLogic within three (3) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit InfluenceLogic to contest the order or seek confidentiality protections, as determined in InfluenceLogic’s sole discretion.

5. Indemnification; Limitations of Liability.

5.1 Each Party shall indemnify, defend, and hold harmless the other Party and its parents, subsidiaries, and affiliates and its and their respective members, managers, shareholders, directors, officers, employees and agents from and against any and all liability, losses, damages, claims, causes of action, awards, judgments, and fees and costs (including reasonable attorneys’ fees and court costs) incurred by an injured Party, arising out of third party claims related to: (i) a breach of the terms of this Agreement by the indemnifying Party; (ii) the breach or violation of the Guidelines or applicable laws by the indemnifying Party; or (iii) the negligent acts or omissions of, or willful misconduct by, the indemnifying Party.

5.2 OTHER THAN AS OUTLINED ABOVE, THE PARTIES ARE NOT LIABLE OR RESPONSIBLE TO ONE ANOTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUE, AND LOST BUSINESS) REGARDLESS OF WHETHER EITHER PARTY IS INFORMED OF THE POSSIBILITY THAT THE SAME MAY EXIST.

6. Assignment. Except at provided for under this Agreement, neither Party may assign this Agreement, without the prior express written consent of the other, which consent shall not be unreasonably withheld, conditioned, or denied. Notwithstanding anything contained herein to the contrary, a Party may transfer or assign this Agreement, without the prior express written consent of the other Party, to: (1) a parent, subsidiary, or affiliate in connection with a corporate restructuring or change of control transaction, (2) an entity purchasing all or substantially all of the Party’s assets, or (3) the surviving or resulting entity in the event of a merger; provided the assignee agrees in writing to be bound by, and subject to, this Agreement.

7. Independent Contractor Relationship. The Parties understand and agree that the Influencer is an independent contractor and not an agent or employee of InfluenceLogic or Client. The Influencer has no authority to obligate InfluenceLogic or Client by contract or otherwise. The Influencer agrees to furnish, at it’s own cost, all materials necessary to accomplish the Services and assumes all of the risk for the Influencer’s own profit or loss with respect to the Services provided hereunder. The Influencer acknowledges and agrees that neither InfluenceLogic nor Client shall direct or control the Influencer with respect to the manner in which the Services are provided. The Influencer represents that the Influencer is not economically dependent upon InfluenceLogic or Client in any way with respect to the fees payable hereunder and that the Influencer generally carries on and is engaged in a business of providing services similar to the Services. The Influencer acknowledges and agrees that the Influencer is obligated to report as income all compensation received by the Influencer pursuant to this Agreement, and the Influencer agrees to and acknowledges the obligation to pay all applicable self-employment and other taxes thereon. The Influencer acknowledges and agrees and it is the intent of the parties hereto that, during the term of this Agreement, the Influencer receive no InfluenceLogic or Client-sponsored benefits from InfluenceLogic or Client either as a consultant or employee. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation. If the Influencer is reclassified by a state or federal agency or court as an employee, the Influencer will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of InfluenceLogic or Client’s benefit plans in effect at the time of such reclassification the Influencer would otherwise be eligible for such benefits.

8. Waiver. No waiver of any of the provisions, or a failure to enforce a breach of any provision hereof shall be deemed, or shall constitute, a waiver of any other provision, even though similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver. Unless otherwise indicated herein, no failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement, term or condition.

9. Binding/Benefit. This Agreement shall be binding upon and inure to the benefit of the Parties, and their successors, and permitted assigns.

10. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Arizona without regard to any portion of any choice of law principles (whether those of Arizona or any other jurisdiction) that might provide for application of a different jurisdiction’s law. Each Party hereby agrees that any disputes or claims arising out of or resulting from this Agreement shall be subject to the exclusive jurisdiction and venue of the state or Federal courts located in Arizona, USA.

11. Publicity. Except as provided herein, neither Party will: (i) use the name(s), trademark(s), logo(s) or other identifying mark(s) of the other Party, in any sales, advertising, marketing, promotional, or publicity activities or materials; or (ii) issue any press release(s), interview(s) or make any other public statement(s) regarding this Agreement and/or the Parties’ business relationship; without the prior express written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or denied.

12. Entire Agreement; Modification. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter covered herein, and cancels, replaces and supersedes any other agreement(s), represents, and warranties between the Parties with regards to the subject matter contained herein, whether prior or contemporaneous, written or oral. Any modification hereto must be made in writing, and executed by a duly authorized representative of each Party hereto.

The undersigned duly authorized representatives have executed this Agreement as of the Effective Date.