GYM & WELLNESS PARTNER AGREEMENT

This Gym & Wellness Partner Agreement (“Agreement”) is entered into as of the Effective Date identified in the Partner Enrollment Form by and between IHN Labs, LLC (“IHN Labs” or “Company”) and the individual or business entity identified in that form (“Partner”). Company and Partner may each be a “Party” and together the “Parties.”

This master form is intended to be read together with the Partner Enrollment Form, any applicable Partner Compensation Addendum, the Affiliate Compliance Handbook, approved marketing standards, and other expressly incorporated Company policies.

1. Purpose; Nature of Relationship

IHN Labs facilitates access to wellness programs that may include non-clinical support services, services furnished by independent licensed healthcare professionals, and fulfillment through appropriately licensed pharmacy or other third-party service providers. Partner may introduce interested individuals to Company-approved programs and provide general educational and program-support information through approved referral links, QR codes, webpages, events, and other authorized channels.

Partner’s role under this Agreement is non-clinical. Unless a person is separately licensed and acting within the lawful scope of that license under a separate written arrangement, neither Partner nor its personnel may practice medicine, diagnose, prescribe, dispense, determine medical eligibility or necessity, select or recommend prescription treatment for an individual, determine dosage, interpret laboratory results, alter treatment, or provide individualized medical advice.

Nothing in this Agreement creates a provider-patient relationship between Partner and any participant, or authorizes Partner to interfere with the independent judgment of any healthcare professional or pharmacy.

2. Eligibility; Enrollment; Program Resources

IHN Labs may approve gyms, fitness centers, personal training studios, chiropractic or physical therapy practices, massage therapy businesses, wellness centers, medical spas, nutrition or health-coaching businesses, corporate wellness programs, and other approved organizations. Participation is subject to Company approval.

Subject to Partner’s approved participation level, Company may provide customized or co-branded webpages, referral links and QR codes, dashboards, referral tracking, reporting, marketing and educational materials, campaign resources, training, webinars, support, and other program resources. Company may update, replace, or discontinue resources from time to time.

3. Partner Landing Pages and Enrollment Pathways

Company may provide Partner with a customized or co-branded landing page containing Partner branding, general wellness information, Company program information, enrollment functionality, referral tracking, educational resources, and related content.

Partner-branded Company pages remain Company-operated or Company-authorized program channels. The use of Partner branding does not mean that Partner provides medical services, prescribes or dispenses medication, operates a pharmacy, or controls clinical services.

Any shopping-cart, program-selection, enrollment, payment, checkout, or similar functionality must identify the entity or entities responsible for the relevant transaction and services. Enrollment, payment, or selection of a program does not guarantee medical eligibility, treatment, or issuance of a prescription.

4. Permitted Marketing, Referral, and Educational Activities

Partner may promote Company-approved programs through authorized in-person communications, websites, social media, email, QR codes, printed materials, digital advertising, seminars, community or member events, workshops, podcasts, videos, and other approved channels.

Partner shall:

• use only current Company-approved materials, claims, disclosures, and program descriptions;

• market truthfully and in a manner that is not false, deceptive, misleading, or likely to create an incorrect impression;

• clearly disclose its financial or other material relationship with IHN Labs whenever required by law, platform rules, or Company policy;

• ensure that endorsements and testimonials reflect genuine experience and do not communicate claims that Company could not lawfully make directly;

• promptly modify, discontinue, or remove content that Company reasonably identifies as non-compliant; and

• ensure that its employees, contractors, trainers, coaches, and other participating personnel understand and follow these requirements.

Without prior written approval from Company, Partner shall not:

• make medical, pharmaceutical, disease-treatment, efficacy, safety, superiority, or outcome claims;

• state or imply that a prescription, particular medication, dosage, combination, or treatment is appropriate for a specific person;

• guarantee eligibility, prescriptions, outcomes, weight loss, performance gains, or other medical results;

• use false testimonials, fabricated reviews, misleading before-and-after photographs, deceptive pricing, spam, or misleading endorsements;

• alter required medical, risk, financial-relationship, or other disclosures;

• bid on or purchase paid-search terms using Company trademarks unless specifically authorized; or

• represent itself as IHN Labs, a medical practice, pharmacy, healthcare provider, or agent authorized to bind Company.

5. Clinical Independence and Participant Communications

All diagnosis, medical eligibility, medical necessity, treatment recommendations, prescription eligibility, medication selection, dosage, contraindication review, laboratory interpretation, clinical monitoring, and medical follow-up must be determined independently by an appropriately licensed healthcare professional.

Prescription medications may be prescribed only when medically appropriate following an appropriate clinical evaluation and may be dispensed only pursuant to a valid prescription by an appropriately licensed pharmacy.

Partner shall not complete medical questionnaires for participants, tell participants how to answer clinical questions, encourage omission of medical information, influence eligibility responses, pressure a provider to prescribe, request a particular prescription for an individual, or attempt to override a clinical decision.

When describing the relationship, Partner should use Company-approved language substantially similar to: “Our role is to introduce you to IHN Labs and its provider-supervised wellness programs. A licensed healthcare provider will evaluate your information and determine whether treatment is medically appropriate for you.”

When prescription treatment may be involved, Partner shall preserve required disclosures substantially similar to: “Prescription medications require evaluation by a licensed healthcare provider and are prescribed only when medically appropriate. Enrollment or payment does not guarantee that a prescription will be issued.”

6. Partner Personnel and Sub-Accounts

With Company approval, Partner may establish tracking or participation accounts for eligible trainers, coaches, consultants, employees, independent contractors, or other approved personnel (“Partner Personnel”). Partner remains responsible for the acts and omissions of Partner Personnel in connection with the Program.

Each participating individual must accept applicable Company policies and compliance requirements. Partner Personnel may introduce individuals to IHN Labs and provide approved general educational information, but may not recommend a specific prescription medication, peptide, dosage, medication combination, or treatment to a particular individual.

7. Compensation; Compliance Safeguards

Partner is eligible for compensation only if and to the extent stated in a separate written Partner Compensation Addendum or Partner Schedule accepted by Company. The applicable Compensation Addendum controls the calculation, qualification, timing, reversals, and payment of compensation.

Unless the Compensation Addendum expressly states otherwise, refunds, chargebacks, fraudulent or unauthorized transactions, self-referrals, duplicate transactions, canceled transactions, and transactions that violate law or Company policy do not qualify for compensation.

Compensation is intended to compensate Partner only for lawful, bona fide marketing, educational, promotional, and program-support services and qualifying commercial activity. No payment is intended to purchase, induce, reward, or influence a healthcare referral, recommendation, prescription, order, or other clinical decision.

Partner shall not seek or accept compensation that is prohibited by federal or state anti-kickback, fee-splitting, patient-brokering, beneficiary-inducement, insurance, professional-practice, or other healthcare laws. Unless Company expressly approves otherwise in writing after compliance review, Partner shall not knowingly submit, direct, or claim compensation under the Program for business paid in whole or in part by Medicare, Medicaid, TRICARE, or another federal health care program.

Company may withhold, reverse, suspend, restructure, or discontinue compensation when reasonably necessary to address fraud, refunds, chargebacks, suspected non-compliance, changes in law, enforcement guidance, reimbursement rules, pricing, or program structure. Company will provide notice when reasonably practicable.

8. Financial-Relationship and Endorsement Disclosures

Partner shall clearly and conspicuously disclose its material connection to IHN Labs in any communication for which such disclosure is required. Company may require language substantially similar to: “Financial Relationship Disclosure: [Partner Name] is an IHN Labs wellness partner and may receive compensation in connection with qualifying enrollments or transactions originating through this referral.”

Disclosures must be placed so that consumers are reasonably likely to notice and understand them, and must not be buried in terms, hashtags, hyperlinks, or locations that make the disclosure difficult to find.

9. Privacy; Medical Information; Data Security

Unless expressly authorized in writing and supported by any required privacy and security documentation, Partner shall not request, collect, access, receive, store, maintain, or transmit protected health information or other sensitive clinical information on behalf of IHN Labs, a healthcare provider, or a pharmacy.

Prospective participants should submit medical histories, prescription information, laboratory results, provider communications, medical questionnaires, and similar clinical information directly through Company-authorized systems. Partner shall not retain copies.

If Partner’s approved activities require access to protected health information and applicable law requires a business associate agreement or similar data-protection agreement, the Parties must execute that agreement before such access occurs.

Partner shall maintain reasonable administrative, technical, and physical safeguards appropriate to the information it lawfully receives and shall notify Company without unreasonable delay of suspected unauthorized access, acquisition, use, or disclosure involving the Program.

10. Compliance Monitoring; Records; Corrective Action

Company may reasonably review Partner’s Program-related marketing, advertising, referral, and promotional activities. Partner shall cooperate with reasonable compliance requests and maintain records of Partner-created Program promotions to the extent required by law or Company policy.

Company may require correction or removal of non-compliant content and may temporarily disable referral links, landing pages, marketing privileges, or compensation while investigating a material compliance concern. Partner shall promptly implement required corrective action.

11. Branding and Intellectual Property

Each Party retains ownership of its pre-existing names, trademarks, logos, photographs, content, technology, systems, and other intellectual property. Partner grants Company a limited, non-exclusive, royalty-free license during the Term to use Partner-provided branding and content solely to create, operate, and promote approved Partner Program materials.

Company grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use current Company-approved trademarks and materials solely for authorized participation in the Program.

Partner shall not alter Company trademarks, modify approved medical or educational content, remove disclosures, create confusingly similar branding, register Company marks or domains, or continue using withdrawn or outdated materials after notice.

12. Confidentiality

Each Party receiving non-public information from the other (“Confidential Information”) shall use it only for purposes of this Agreement and protect it with at least reasonable care. Confidential Information includes non-public compensation terms, business and marketing strategies, proprietary systems, referral information, program information, business plans, and materials identified or reasonably understood to be confidential.

Confidential Information does not include information that the receiving Party can demonstrate was lawfully known without restriction, becomes public through no breach, is received lawfully from a third party without confidentiality duty, or is independently developed without use of the other Party’s Confidential Information.

A receiving Party may disclose Confidential Information when legally compelled, provided it gives notice when legally permitted and reasonably cooperates in seeking protective treatment. These obligations survive for five (5) years after termination, except trade secrets remain protected for so long as applicable law recognizes them as trade secrets.

13. Representations; Conduct; Insurance

Partner represents, warrants, and covenants that:

(a) it has authority to enter into and perform this Agreement;

(b) its participation and promotional activities will comply with applicable law, professional rules, platform requirements, and Company policies;

(c) it will obtain and maintain all licenses, permits, consents, and insurance required for its own business, personnel, premises, and activities;

(d) it will not make statements on Company’s behalf except as expressly authorized; and

(e) it will promptly notify Company of any regulatory inquiry, complaint, enforcement matter, or material claim reasonably related to its Program activities.

IHN Labs does not provide insurance coverage for Partner or Partner Personnel unless expressly stated in a separate written agreement.

14. Independent Contractor; No Agency; No Exclusivity

The Parties are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, agency, or provider-patient relationship. Neither Party may bind, incur obligations for, or make warranties on behalf of the other except as expressly authorized in writing.

Unless an applicable addendum expressly states otherwise, the relationship is non-exclusive and each Party may enter into similar arrangements with others.

15. Term; Renewal; Suspension; Termination

The initial term begins on the Effective Date and continues for one (1) year. Thereafter, the Agreement automatically renews for successive one-year terms unless either Party gives at least thirty (30) days’ written notice of non-renewal or termination.

Company may immediately suspend or terminate Partner’s participation, in whole or in part, for fraud, material misrepresentation, illegal conduct, unauthorized medical advice or medication recommendations, misleading advertising, misuse of patient information, brand misuse, failure to provide required disclosures, material violation of Company compliance policies, conduct presenting a material regulatory or reputational risk, or material breach of this Agreement.

Either Party may terminate immediately if the other Party materially breaches this Agreement and, where the breach is reasonably curable, fails to cure within ten (10) days after written notice. Company need not provide a cure period for conduct that Company reasonably determines creates immediate patient-safety, legal, regulatory, fraud, data-security, or brand risk.

Upon termination, Partner shall stop holding itself out as a Company partner, discontinue use of Company intellectual property and referral pathways as directed, and return or destroy Confidential Information upon reasonable request. Accrued compensation is governed by the Compensation Addendum, including any post-termination reconciliation, refund, or chargeback rules.

16. Indemnification

To the fullest extent permitted by law, Partner shall defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, contractors, and agents from third-party claims, governmental inquiries, damages, liabilities, penalties, losses, costs, and reasonable attorneys’ fees arising out of or relating to Partner’s or Partner Personnel’s: (a) breach of this Agreement; (b) violation of law or professional rules; (c) unauthorized medical or marketing representations; (d) negligence, fraud, or willful misconduct; (e) misuse of Company intellectual property; or (f) unauthorized collection, use, disclosure, or security failure involving data.

Company shall provide reasonably prompt notice of a covered claim and reasonable cooperation at Partner’s expense. Partner may not settle a claim in a manner that admits wrongdoing by, imposes non-monetary obligations on, or restricts Company without Company’s prior written consent.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR PAYMENT OBLIGATIONS, CONFIDENTIALITY OR DATA-SECURITY BREACHES, INTELLECTUAL-PROPERTY MISUSE, INDEMNIFICATION OBLIGATIONS, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO PARTNER UNDER THE APPLICABLE COMPENSATION ADDENDUM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. Changes in Law; Program Changes

Healthcare, telehealth, pharmacy, prescription-drug promotion, privacy, advertising, and referral-compensation requirements may change. Company may reasonably modify Program requirements, disclosures, marketing rules, systems, or compensation structures to address changes in law, regulation, enforcement guidance, reimbursement, pricing, or Program structure.

Company will provide reasonable notice when practicable. If a change materially reduces Partner compensation on a prospective basis, Partner may terminate the affected participation by written notice rather than accept the change. No change will retroactively reduce compensation already earned under the applicable Compensation Addendum except for refunds, chargebacks, fraud, illegality, or other expressly stated reconciliation rules.

19. Governing Law; Venue

This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles, except to the extent another jurisdiction’s non-waivable law applies. Subject to any non-waivable venue requirement, the state and federal courts located in the Michigan county in which IHN Labs maintains its principal office shall have exclusive jurisdiction over disputes arising from this Agreement, and each Party consents to personal jurisdiction and venue in those courts.

20. Notices

Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email to the addresses listed in the Partner Enrollment Form or to an updated address provided by notice. Email notice is effective when sent, provided the sender does not receive an automated delivery-failure message; notices of breach or termination sent by email should also be sent by one additional permitted method when reasonably practicable.

21. Assignment

Partner may not assign, delegate, transfer, or sublicense this Agreement or any Program rights without Company’s prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, reorganization, sale of substantially all relevant assets, or other change of control. Any prohibited assignment is void to the extent permitted by law.

22. Entire Agreement; Order of Precedence; Amendments

This Agreement, the Partner Enrollment Form, the applicable Partner Compensation Addendum, the Affiliate Compliance Handbook, approved marketing standards, and other expressly incorporated Company policies constitute the entire agreement regarding Partner’s participation and supersede prior oral or written discussions on that subject.

If documents conflict, the following order applies:

(a) a later-signed written amendment expressly modifying this Agreement;

(b) the Partner Compensation Addendum, solely as to compensation calculation, qualification, timing, reversals, and payment;

(c) this Agreement;

(d) the Partner Enrollment Form; and

(e) the Affiliate Compliance Handbook, approved marketing standards, and other incorporated policies.

Notwithstanding the foregoing, a later Company compliance policy may control to the minimum extent reasonably necessary to comply with a new or changed law, regulation, binding order, or material enforcement requirement. Except for such compliance updates and Program changes permitted by Section 18, amendments must be in writing and accepted by authorized representatives of both Parties.

23. Miscellaneous

If any provision is invalid, illegal, or unenforceable, it shall be modified only to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. Waivers must be in writing and apply only to the specific instance stated.

Headings are for convenience only. “Including” means “including without limitation.” This Agreement may be executed in counterparts. Electronic signatures, electronic acceptance, and electronic records have the same force and effect as originals to the extent permitted by law.

Sections concerning compensation reconciliation, clinical independence, privacy and data security, intellectual property, confidentiality, indemnification, limitations of liability, governing law and venue, and any other provisions that by their nature should survive will survive termination.

PARTNER ACKNOWLEDGMENT AND SIGNATURES

By signing below, Partner acknowledges that it has read and understands this Agreement; that its role is limited to lawful marketing, education, referral, and permitted program support; that clinical decisions are made independently by appropriately licensed healthcare professionals; that Partner Personnel may not provide individualized medical advice or recommend prescription treatment unless separately licensed and lawfully authorized; and that compensation is governed by the applicable Compensation Addendum and applicable law.

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