Platform Subscription and Intellectual Property License Agreement

This Vibility Platform Subscription and Intellectual Property License Agreement (“Agreement”) is a legally binding agreement between VIBILITY, INC., a Delaware corporation (“Licensor” or “Vibility”), and the person or legal entity identified as the purchaser during the subscription-ordering or account-registration process (“Licensee”). The individual accepting this Agreement on behalf of Licensee represents that they have authority to bind Licensee. Licensor and Licensee are each a “Party” and together the “Parties.”

By accepting this Agreement or accessing or using the Platform or Vibility Virtual Curriculum through any domain or subdomain at or through which Licensor makes the Platform available — including “wellnesscurriculum.com,” “vibility.com,” “revitalizehealth.com,” and any custom, whitelabeled, or practice-branded domain configured to serve the Platform — Licensee agrees to be bound by this Agreement. Licensee is responsible for ensuring that its authorized users comply with the provisions applicable to their use of the Platform. If Licensee does not agree, it must not access or use the Platform or Intellectual Property.

Licensor may update this Agreement as the Platform, services, or applicable law evolves. Licensor will provide Licensee with written notice of any material change at least thirty (30) days before the change takes effect, except that a change required by law or reasonably necessary to address an urgent security risk may take effect sooner. Non-material changes may take effect when posted. Changes to recurring fees remain subject to Section 4. Licensee’s continued use of the Platform after the effective date of an updated Agreement constitutes acceptance of the update. If Licensee does not agree to a material update, Licensee may terminate this Agreement by providing notice before the update takes effect and ceasing to utilize the Platform.

Licensor has developed and licenses, on a per-user basis, its Intellectual Property, marketed under the names “Vibility,” “Vibility Virtual Curriculum,” “Revitalize Health Virtual Curriculum,” or “Revitalize Curriculum,” which consists of an online course portal and member application containing educational materials developed by Licensor on the subjects of health and wellness. Additionally, the Intellectual Property also consists of a proprietary content-delivery and member-engagement platform (the “Platform”), including videos, emails, documents, timings, coaching checklists, outlines, reports, questionnaires, FAQs, tracking and compliance tools, supplement and lab-bank tracking, analytics, and other information and functionality provided by Licensor. The course portal and Platform present a structured educational program through which users progress over time.

The Parties agree that the provision of the Intellectual Property and the Platform by the Licensor to Licensee’s clients is not a treatment or offer of treatment for any mental or physical disease or disorder or any physical deformity or injury or an attempt to cure any of these conditions. Therefore, the Parties agree that Licensor’s provision of the Intellectual Property and the Platform does not constitute the practice of medicine. The Parties further agree that Licensor is providing the Intellectual Property and the Platform to Licensee’s clients under Licensee’s supervision and at Licensee’s direction, and that Licensee, through its licensed practitioner(s), is solely responsible for all clinical care, diagnosis, and treatment of Licensee’s clients.

Licensee is responsible for ensuring that its practitioners are appropriately licensed, reviewing content and recommendations before making them available to Members, determining their suitability for each Member, obtaining required consents and authorizations, monitoring Member communications and submissions, and providing appropriate clinical and emergency follow-up. The Platform is not an emergency service and must not be used as a substitute for emergency medical care.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensor and Licensee agree as follows:

1. Definitions

For purposes of this Agreement and the attached Schedule and Annex:

• “Platform” means the Vibility software platform, member application, course/client portals, and operational layer made available by Licensor.

• “Intellectual Property” means the Platform together with all curriculum, content, materials, systems, and functionality described in the recitals above, and all improvements thereto.

• “Member” (also referred to as a “client” or “user”) means an individual end user enrolled by Licensee into a program on the Platform.

• “Tier Subscription” means the monthly platform subscription elected by Licensee (Starter, Professional, or Enterprise) as set forth in Schedule A.

• “Tier Subscription Fee” means the recurring monthly fee for the elected Tier Subscription, which replaces the Maintenance Fee under any prior agreement between the Parties.

• “Per-Member Fee” means the enrollment and recurring per-Member fees set forth in Schedule A.

• “Optional Services” means coaching (1:1 or group) and additional customizations, as set forth in Schedule A.

• “Billing Period” means Licensee’s monthly billing cycle, which runs from Licensee’s billing anchor day (a day of the month from the 1st through the 28th, established at onboarding) to the day before the next anchor day. References to “monthly billing period” in this Agreement refer to the Billing Period.

• “Effective Date” means the date on which Licensee first accepts this Agreement or first accesses the Platform under the Vibility model, whichever is earlier.

• “Member Data” means information submitted to, collected through, or maintained in the Platform by or on behalf of Licensee concerning a Member, including Protected Health Information where applicable.

• “Confidential Information” means non-public information disclosed or made available by or on behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Licensor Confidential Information includes the Platform’s non-public functionality, source and object code, architecture, algorithms, data models, APIs, workflows, feature configurations, product plans, security information, pricing methods, business methods, documentation, and Intellectual Property. Licensee Confidential Information includes Licensee’s non-public business information, Licensee Content, and data submitted by or on behalf of Licensee or its Members. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was lawfully known without restriction before disclosure; (b) becomes publicly available without breach of this Agreement; (c) is received lawfully from a third party without confidentiality obligations; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

2. License; Restrictions; Protection of Vibility Intellectual Property

(a) License grant. Subject to Licensee’s payment of all applicable fees and compliance with this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited right during the term of this Agreement to access and use the Platform and Intellectual Property on a per-user basis solely for Licensee’s internal business operations and delivery of programs to its Members through the Platform.

(b) General restrictions. Except as expressly permitted by this Agreement, Licensee shall not, and shall not permit any of its owners, employees, contractors, agents, authorized users, or other persons acting on its behalf to: (i) copy, download, reproduce, distribute, publish, sell, license, repurpose, or otherwise make available any Intellectual Property outside the Platform; (ii) modify, scrape, extract, reverse-engineer, decompile, disassemble, or attempt to discover the source code, object code, underlying structure, algorithms, data models, application programming interfaces, or other non-public technical components of the Platform, except to the limited extent such restriction is prohibited by applicable law; (iii) provide access to any unauthorized person; (iv) remove or obscure any proprietary notice; (v) use access to the Platform to perform competitive research or benchmarking for the development of a Competing Product; (vi) provide screenshots, demonstrations, specifications, documentation, credentials, or other non-public Platform information to a competitor or software developer for that purpose; or (vii) assist any other person in engaging in conduct prohibited by this Section.

(c) Competitive commercialization restriction. During the term of this Agreement and for five (5) years following its termination, Licensee shall not, directly or indirectly, use or permit the use of any Intellectual Property, access to the Platform, or Licensor Confidential Information to develop, assist in developing, market, license, sell, distribute, or otherwise provide a Competing Product to any unaffiliated healthcare practice, healthcare provider, or technology vendor.

(d) Competing Product. “Competing Product” means a commercial product or service intended to replace, compete with, or serve as an alternative to any material portion of: (i) the Vibility Virtual Curriculum, including its protected content, structure, selection, sequencing, coordination, delivery methodology, program timing, coaching systems, checklists, questionnaires, and member-engagement methods; or (ii) the Platform, including its non-public workflows, feature configurations, user-interface organization, data structures, business logic, curriculum-management systems, engagement tools, compliance tools, reporting methods, supplement or laboratory tracking, analytics, or other non-public functionality.

(e) Permitted activities. Nothing in this Section prohibits Licensee from: (i) practicing medicine or providing clinical or wellness services; (ii) creating or using original content solely within Licensee’s own practice for Licensee’s own Members; (iii) using general industry knowledge or publicly available information; or (iv) independently developing or commercializing a product that Licensee can demonstrate was developed without use of or reference to Licensor’s Intellectual Property, the Platform, or Licensor Confidential Information. Licensee’s ownership and use of original, net-new Licensee Content are governed by Section 12.

(f) Survival. The five-year restriction in subsection (c) survives termination for the period stated. Restrictions protecting copyrights and other intellectual-property rights survive for as long as those rights remain protected under applicable law. Restrictions protecting Licensor Confidential Information survive for as long as the applicable information remains confidential or qualifies as a trade secret under applicable law.

3. Customization and Self-Service Authoring

(a) Self-service tools. Licensee may configure, customize, clone, and author content using the self-service customization and authoring tools made available within the Platform, to the extent permitted by Licensee’s elected Tier Subscription (for example, cloning and customizing global content, and authoring net-new plans and protocols, as described in Schedule A). Use of these tools in accordance with Licensee’s Tier Subscription is licensed and permitted, and is not a breach of Section 2 or Section 12.

(b) Licensor-performed customization. Licensee may also request Licensor to perform customization of the Intellectual Property — such as branding it with the name of Licensee and pictures, logos, and/or videos of Licensee and Licensee’s staff. The scope of both self-service and Licensor-performed customization depends upon Licensee’s elected Tier Subscription, as described in Schedule A.

(c) Licensee Content. Content that Licensee creates, clones, customizes, or uploads within the Platform (“Licensee Content”) is subject to the ownership and warranty provisions of Sections 7(b) and 12.

4. Fees; Tier Subscription; Per-Member Fees; Optional Services

In consideration for the grant of the per-user license and for access to and use of the Platform and the Intellectual Property, subject to the restrictions herein, Licensee agrees to pay Licensor the fees set forth in the attached Schedule A. The Vibility fee model consists of: (a) a recurring monthly Tier Subscription Fee; (b) Per-Member Fees; and (c) Optional Services fees, each as set forth in Schedule A.

The Tier Subscription Fee replaces, in full, the Maintenance Fee charged under any prior agreement between the Parties. Licensor reserves the right, in its sole discretion, to establish, modify, or discontinue any pricing, fees, plans, or Tier Subscriptions set forth in Schedule A, and to modify the cancellation and refund policy in Section 22. Licensor will provide Licensee at least thirty (30) days’ written notice before an increase in recurring fees. An increase will take effect no earlier than Licensee’s first Billing Period beginning after the notice period expires. Other pricing and policy changes apply prospectively, and the pricing and refund policy in effect at the time of the applicable enrollment or charge governs that enrollment or charge.

5. Payment

(a) Tier Subscription Fee. The Tier Subscription Fee is billed monthly in advance and is non-refundable. Licensee may cancel the Tier Subscription at any time pursuant to Section 6; cancellation stops future billing effective at the end of the then-current monthly billing period and does not entitle Licensee to a refund of fees already paid.

(b) Per-Member Fees. Licensee shall pay Licensor the Per-Member Fee for each of Licensee’s Members, for the duration of the Member’s assigned plan, with the enrollment portion charged at the time of entry of the new Member into the Platform and the recurring portion charged monthly in arrears while a plan remains assigned to the Member, beginning with the Member’s first full billing period (the enrollment fee covers any initial partial period, per Schedule A). Member-level refunds, if any, are governed by Section 22 (Member Program Refund Policy).

(c) Optional Services. Additional fees shall include any amounts due for selection of Optional Services, including coaching (1:1 or group), or additional customization, as set forth in Schedule A.

(d) Setup and customization. Any one-time setup or customization fees, if applicable, shall be quoted in writing based on the scope ordered by Licensee and paid in full prior to delivery, unless otherwise agreed in writing.

6. Term and Termination

This Agreement is valid starting at the earlier of midnight on the Effective Date or upon Licensee accessing or using the Platform or Vibility Virtual Curriculum. Either Party may terminate this Agreement, with or without cause, upon thirty (30) days’ written notice. The Agreement remains effective until terminated. In addition, Licensor may suspend Licensee’s access to the Platform or terminate this Agreement upon written notice if Licensee materially breaches this Agreement (including non-payment of fees) and fails to cure the breach within fifteen (15) days of written notice. If Licensor terminates without cause before the end of a period for which Licensee prepaid fees, Licensor will refund the portion attributable to the period after termination. Termination does not relieve Licensee of the obligation to pay fees accrued before the effective date of termination.

7. Warranty of Title

(a) Licensor hereby represents and warrants to Licensee that Licensor is the owner of the Intellectual Property or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event of any breach of the foregoing representation and warranty, Licensee’s sole remedy shall be to require Licensor to do one of the following: (i) procure, at Licensor’s expense, the right to use the Intellectual Property; (ii) replace the Intellectual Property or any part thereof that is in breach and replace it with Intellectual Property of comparable functionality that does not cause any breach; or (iii) refund to Licensee the full amount of any setup and customization fees paid and then disable the Licensee’s connection to the Intellectual Property.

(b) Licensee hereby represents and warrants to Licensor that Licensee is the owner of all materials, pictures, videos, logos, trade names, and other intellectual property and materials added to the Intellectual Property in the customization for Licensee (“Licensee’s Added Material”), and that use of Licensee’s Added Material on the Intellectual Property violates no law and interferes with no third party’s rights. In the event of any breach or threatened breach of the foregoing representation and warranty, Licensor shall immediately remove the Licensee’s Added Material from the Intellectual Property. Licensee’s per-user licenses to use the Intellectual Property shall continue, though the licenses will be for a non-customized version of the Intellectual Property.

8. Warranty of Functionality

Licensor will use commercially reasonable efforts to keep the Platform available and operational, subject to scheduled maintenance, emergency maintenance, Internet and third-party service failures, events beyond Licensor’s reasonable control, and suspension permitted by this Agreement. Licensor does not guarantee that the Platform will be uninterrupted or error-free.

9. Support

Licensor agrees to provide reasonable support, through its standard support channels, for issues and questions raised by the Licensee that are related to technical issues or those issues specifically related to use of the client, member, and/or course portals.

10. Warranty Disclaimer

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7, THE PLATFORM, INTELLECTUAL PROPERTY, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. LICENSOR DOES NOT WARRANT THAT THE PLATFORM OR CONTENT WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR MEMBER, OR THAT USE OF THE PLATFORM OR CONTENT WILL PRODUCE ANY PARTICULAR CLINICAL, HEALTH, BUSINESS, OR FINANCIAL OUTCOME.

11. Limitation of Liability

Licensor shall not be responsible for, and shall not pay, any amount of incidental, consequential, or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Licensor was advised of the possibility of such losses in advance. In no event shall Licensor’s aggregate liability arising out of or relating to this Agreement exceed the total fees paid by Licensee to Licensor under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim, regardless of whether Licensee’s claim is based on contract, tort, strict liability, product liability, or otherwise. Nothing in this Section limits liability that cannot be limited under applicable law.

12. Modifications; Ownership of Authored Content

Except for the self-service customization and authoring expressly permitted by Section 3 and Licensee’s Tier Subscription, Licensee may not modify, reverse-engineer, decompile, disassemble, or create derivative works of the Platform or the underlying Intellectual Property. Any customization of the Intellectual Property outside of the Platform’s self-service tools shall be performed by Licensor.

As between the Parties, Licensor retains all right, title, and interest in the Platform, the Intellectual Property, the global content library, and all templates and content from which Licensee Content is cloned or derived. Licensee retains ownership of original, net-new Licensee Content created by or for Licensee without use of Licensor’s Intellectual Property. Licensee grants Licensor and its service providers a non-exclusive, worldwide license during the term to host, store, reproduce, format, transmit, display, and otherwise process Licensee Content solely as necessary to provide, secure, and support the Platform and perform Licensor’s obligations under this Agreement. Content that Licensee clones or customizes from Licensor’s global content remains a derivative of Licensor’s Intellectual Property and is licensed, not owned, by Licensee. Licensor retains ownership of all improvements to the Platform and Intellectual Property.

13. Confidentiality

(a) Protection and permitted use. The Receiving Party shall: (i) use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (ii) protect it using at least reasonable care and no less than the care used to protect its own information of similar sensitivity; and (iii) disclose it only to employees, contractors, professional advisers, and service providers who have a need to know it and are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party remains responsible for any breach by persons to whom it discloses Confidential Information.

(b) Required disclosure. If the Receiving Party is legally required to disclose Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice and reasonable assistance in seeking confidential treatment or a protective order. The Receiving Party shall disclose only the portion legally required.

(c) Return and destruction. Upon termination of this Agreement or the Disclosing Party’s written request, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information, except for information retained pursuant to applicable law, routine backup processes, or legitimate record-retention requirements. Any retained information remains subject to this Section. Return and destruction of Protected Health Information are governed by the Business Associate Agreement.

(d) Equitable relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party may seek appropriate injunctive or equitable relief, in addition to any other available remedies.

(e) Survival. These confidentiality obligations survive for five (5) years after termination of this Agreement; provided that obligations concerning trade secrets survive for as long as the information qualifies as a trade secret under applicable law.

(f) Protected Health Information. Protected Health Information is governed by the Business Associate Agreement. If this Section conflicts with the Business Associate Agreement concerning Protected Health Information, the Business Associate Agreement controls.

14. Transfer of Rights

Licensee may not transfer, assign, or sublicense this Agreement without Licensor’s prior written consent, which may be withheld in Licensor’s sole discretion. Licensor may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, financing, sale of equity, or sale of all or substantially all of the business or assets to which this Agreement relates. Any prohibited assignment is void.

15. Notice

Formal legal notices required under this Agreement shall be in writing and delivered by personal delivery, certified mail (postage prepaid), or recognized overnight delivery service. Notices concerning Agreement updates, pricing, billing, or Platform operations may be delivered electronically to Licensee’s primary account email address and are effective on the first business day after transmission, provided no delivery failure is received.

If to Licensor:
VIBILITY, INC.
2614 Ramblewood St, San Antonio, TX 78261

If to Licensee:
To the Licensee’s business address provided to the Licensor.

16. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles.

17. Arbitration; Class-Action Waiver

Any controversy or claim arising out of or relating to this Agreement or its breach shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by one arbitrator in Bexar County, Texas, unless the Parties agree to conduct it remotely or in another location. The arbitrator shall issue a reasoned written award, and judgment on the award may be entered in any court having jurisdiction. Nothing in this Section prevents either Party from seeking temporary, preliminary, or other equitable relief from a court of competent jurisdiction to protect its Confidential Information or intellectual-property rights pending completion of arbitration.

Class-Action Waiver. The Parties agree that any dispute shall be arbitrated only on an individual basis, and that neither Party may bring a claim as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

The Parties understand that, by entering into this Agreement, they waive their respective rights to have a dispute adjudicated by a court or jury and waive their rights to participate in a class or representative action.

18. Final Agreement

This Agreement, Schedule A, Annex 1, any applicable Business Associate Agreement, and any written order form accepted by Licensor constitute the entire agreement of the Parties concerning their subject matter and supersede all prior understandings and agreements on that subject matter, including any prior Intellectual Property License Agreement between the Parties. In the event of a conflict: (a) the Business Associate Agreement controls with respect to Protected Health Information; (b) an order form controls only with respect to the specific transaction and only if it expressly identifies the provision it modifies; (c) Schedule A controls with respect to pricing and included services; and (d) this Agreement controls in all other respects.

19. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

20. Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

21. Data Privacy; Business Associate

(a) Compliance and responsibilities. Each Party shall comply with privacy, security, and data-protection laws applicable to its performance under this Agreement. Licensee is responsible for providing required notices and obtaining the authorizations, consents, and other legal permissions necessary for Licensee to collect Member Data and instruct Licensor to process it through the Platform.

(b) Business Associate Agreement. To the extent Licensee is a covered entity and Licensor creates, receives, maintains, or transmits Protected Health Information on Licensee’s behalf, the Parties shall execute a Business Associate Agreement before such Protected Health Information is submitted to the Platform. The Business Associate Agreement is incorporated into this Agreement by reference and controls in the event of a conflict concerning Protected Health Information.

(c) Use and protection of Member Data. Licensor may access, use, store, transmit, and otherwise process Member Data only as necessary to provide, secure, and support the Platform, comply with Licensee’s lawful instructions, prevent fraud or security threats, and comply with applicable law and the Business Associate Agreement. Licensor shall maintain reasonable administrative, physical, and technical safeguards designed to protect Member Data and shall not sell Member Data or use it for third-party advertising.

(d) Member requests. Unless applicable law or the Business Associate Agreement requires otherwise, Licensor may refer requests received directly from Members concerning access, correction, amendment, restriction, or deletion of Member Data to Licensee. Licensee is responsible for determining how to respond, and Licensor shall provide reasonable assistance as required by applicable law or the Business Associate Agreement.

(e) Aggregated and de-identified information. To the extent permitted by applicable law and the Business Associate Agreement, Licensor may create and use aggregated or de-identified information derived from Member Data for platform analytics, benchmarking, security, operations, and product improvement, provided that the information does not identify and cannot reasonably be used to identify Licensee or any Member. Licensor shall not attempt to re-identify such information or sell it for third-party advertising.

(f) Return and deletion. For thirty (30) days after termination, Licensor shall make Member Data available to Licensee for export, including through read-only access where reasonably available, provided that Licensee has paid all undisputed amounts due and continued access does not create a legal or security risk. After that period, Licensor shall return or delete Member Data in accordance with the Business Associate Agreement, applicable law, and Licensor’s standard backup and retention procedures. Data retained in backups or as required by law shall remain protected and shall not be used for any other purpose.

22. Member Fee Cancellation and Refunds

Because Per-Member Fees under the Vibility model accrue month to month — a one-time enrollment fee plus a recurring monthly fee that is charged only while a plan is assigned and stops when the Member graduates, cancels, or is unassigned — cancellation, rather than refund, is the primary remedy. The following rules apply to fees paid to Licensor by Licensee for a Member:

(a) Enrollment fee. The one-time per-Member enrollment fee is non-refundable once the Member has any logged program activity on the Platform. If a Member is cancelled with no logged program activity, Licensee may request a refund of the enrollment fee, less payment-processing costs.

(b) Recurring per-Member fee. The recurring monthly Per-Member Fee is charged while a plan is assigned to the Member. Upon graduation, cancellation, or unassignment of the Member, recurring billing stops effective at the end of the then-current monthly billing period, and the Member retains access through the end of that period. Pausing a plan does not suspend recurring billing; a pause extends the plan’s end date, and billing continues while the plan remains assigned. Recurring fees already incurred for completed or in-progress billing periods are non-refundable.

(c) Coaching. Coaching fees (1:1 or group) are billed monthly. Cancellation stops future coaching billing effective at the end of the then-current monthly billing period; fees for the current and prior periods are non-refundable.

(d) No other refunds. Except as expressly stated in this Section, in Section 7 (Warranty of Title), or as required by applicable law, fees paid to Licensor are non-refundable.

(e) Discretion to modify. Licensor may establish, change, or discontinue its pricing and its cancellation and refund policy at its sole discretion, as provided in Section 4. Any such change applies prospectively, and the policy in effect at the time of the applicable enrollment or charge governs that enrollment or charge.

23. Content Ownership and Plagiarism Responsibility

Licensee is solely responsible for Licensee Content and represents and warrants that it has obtained all rights, licenses, consents, releases, and permissions necessary for Licensor to use Licensee Content as permitted by this Agreement. Licensee further represents and warrants that Licensee Content and its use through the Platform do not violate applicable law or infringe, misappropriate, or otherwise interfere with any third party’s intellectual-property, privacy, publicity, or other rights. Citation or attribution alone does not establish permission to use third-party content.

Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from third-party claims, damages, judgments, liabilities, costs, and reasonable attorneys’ fees arising from Licensee Content or Licensee’s breach of this Section. Licensor shall promptly notify Licensee of a claim and provide reasonable cooperation at Licensee’s expense. Licensee may control the defense and settlement, but may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to provide an unconditional release to an indemnified party without Licensor’s prior written consent.

24. Miscellaneous

The Parties are independent contractors, and this Agreement does not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship. Neither Party may bind the other. No waiver is effective unless in writing, and a waiver on one occasion is not a waiver on any other occasion. Except for payment obligations, neither Party is liable for delay or failure caused by events beyond its reasonable control. This Agreement is for the benefit of the Parties and creates no rights in any third party, including any Member. Electronic acceptance and electronic records have the same effect as originals. Provisions that by their nature should survive termination—including accrued payment obligations, license restrictions, ownership, confidentiality, disclaimers, limitations of liability, indemnification, data-protection obligations, and dispute resolution—survive termination.

SCHEDULE A — FEES AND PRICING (VIBILITY)

All fees are in U.S. dollars. The Tier Subscription Fee replaces the legacy Maintenance Fee. Capitalized terms have the meanings given in Section 1. All pricing in this Schedule A is subject to prospective change by Licensor in accordance with the notice and effective-date requirements in Section 4.

1. Tier Subscription (monthly platform fee)

Tier	Monthly Fee	Positioning
Starter	$99 / mo	Run the Vibility playbook as-is
Professional	$299 / mo	Make the playbook your own — clone & customize content
Enterprise	$499 / mo	Build new plans, analyze outcomes — author net-new content

The specific features included in each tier are set forth in Licensor’s then-current tier feature descriptions (the “Feature Matrix”), maintained by Licensor at https://www.vibility.com and incorporated by reference. Licensor may add, change, discontinue, or move features between tiers as the Platform evolves. Licensor will provide notice consistent with Section 4 before materially reducing the core functionality of Licensee’s elected tier. The current tier names and prices are stated in this Schedule A; the contents of each tier are governed by the then-current Feature Matrix.

2. Per-Member Fees

• Enrollment fee: $49 one-time per Member at enrollment. The enrollment fee also covers the Member’s first partial billing period, if any; recurring billing begins with the Member’s first full billing period.

• Recurring fee (platform access): $25 per Member, per month — a monthly platform-access fee, charged for each Billing Period during any portion of which a plan is assigned to the Member. No more than one recurring Per-Member Fee is charged per Member per Billing Period, regardless of the number of plans assigned. Pausing a plan does not suspend the recurring fee — a pause extends the plan’s end date, and billing continues while the plan remains assigned.

• Self-authored content rate (Enterprise only): $10 per Member, per month, replacing the $25 recurring fee for a Billing Period only when the Member is assigned exclusively to original, net-new Licensee Content throughout that entire Billing Period and is not assigned to or provided any Licensor curriculum or other Licensor content during that Billing Period. If the Member is assigned to or provided any Licensor content during the Billing Period, the $25 recurring fee applies for that Billing Period. The $10 and $25 recurring fees are not charged together for the same Member and Billing Period.

3. Optional Services

• 1:1 Coaching: $99 per Member, per month, billed monthly while a Vibility coaching cadence is active for the Member.

• Group Coaching: priced by written quote based on the requested cadence, expected participation, scope, and term. Unless the quote states otherwise, group-coaching fees are billed monthly and are subject to the cancellation terms in Section 22.

• Additional customizations: at a rate to be determined by the scope of the customizations and the timeframe required for completion.

• Supplements & labs (not sold by Licensor): Licensor does not sell supplements or laboratory services. The Platform integrates with third-party suppliers and laboratories; any purchase of supplements or laboratory services is made directly between Licensee (or its Members) and the applicable third party, under that third party’s terms, and Licensor is not a party to those transactions.

ANNEX 1 — ACCEPTABLE USE POLICY

Licensee and its authorized users agree not to: (a) use the Platform or Intellectual Property other than as licensed in Section 2; (b) copy, scrape, repurpose, reverse-engineer, or create derivative or competing materials from the Intellectual Property (see also the competitive commercialization restriction in Section 2); (c) upload unlawful, infringing, or harmful content (see also Section 23); (d) attempt to gain unauthorized access to the Platform, other practices’ data, or other Members’ data; (e) use the Platform to transmit malware or to disrupt or impair the Platform; (f) misrepresent the Platform or Intellectual Property as the practice of medicine by Licensor; or (g) handle Member data other than in compliance with applicable law and the Business Associate Agreement. Licensor may suspend access for violations of this Annex that create risk to the Platform, its data, or other practices, with notice where practicable.