Terms of Use

AUTHORIZED AFFILIATE NETWORK SERVICE AGREEMENT

This Authorized Affiliate Network Service Agreement (this “Agreement”) shall become effective as of the date of its execution and shall continue in effect for a period of one year from the date of execution, by and between Simplified Integration Consulting LLC (“Simplified Integration ”), on the one hand, and the healthcare provider/client (the “Affiliate”), on the other hand. This Agreement shall commence on the day the affiliate’s initial payment is received and shall continue unless terminated in accordance with the terms and conditions of this Agreement.

PROGRAM COST:

One-time Professional User Licensing Fee of $3,000.00 for accessing and utilizing Simplified Integration’s “Simplified Functional Medicine (SFM)” program.
Monthly subscription of $1,297.00 during utilization of the Simplified Functional Medicine program. Following 12 months, the membership transitions to month-to-month.
Simplified Integration may discount the SFM Professional Licensing Fee and subscription based on time-sensitive promotions or special events. For more details on the pricing structure, see section three (3) below.

GUARANTEE:

If you do not earn an additional $120,000 in revenue within twelve consecutive months using the systems and protocols provided in the SFM program, our team will work for you for free until you do. The guarantee is not a guarantee of success. In order to qualify for the guarantee, you must have altogether implemented SFM into your practice. Refunds will not be given for affiliates who, “changed their mind, got too busy, are going through staffing changes, never followed through with the program, changed the protocols” or other situations that keep one from implementing SFM. In other words, the guarantee is not a refund policy and is designated for affiliates who actually implement the program and are following SFM guidelines. The details of the guarantee policy are spelled out in greater detail in section 2.2.5 below.

RECITALS

A. Simplified Integration is engaged, among other things, in the business of providing professional healthcare practice consulting services, nutritional counseling, educational products, as well as written and online functional and health assessment products and services for authorized affiliate service providers (“the Simplified Integration Network”).

B. The Affiliate, acting as an independent entity, desires to become an authorized affiliate service provider of Simplified Integration ; and

C. Simplified Integration desires to appoint Affiliate as an authorized service provider of Simplified Integration (“Authorized Affiliate”) in accordance with and subject to the terms and conditions of this Agreement (including, without limitation, all exhibits attached hereto).

1. APPOINTMENT.

1.1 Appointment. Simplified Integration hereby appoints the Affiliate as a non- exclusive Authorized Affiliate subject to all of the terms and conditions of this Agreement, including, without limitation, the performance standards.

1.2 Acceptance. The Affiliate hereby accepts its appointment as a non- exclusive Authorized Affiliate subject to and in accordance with all of the terms and conditions of this Agreement, including, without limitation, the performance standards. The Affiliate understands that it may hold itself out to the public as an Authorized Affiliate of Simplified Integration only after fulfilling, and for so long as it continues to fulfill, all of the duties, obligations, requirements and other terms and conditions contained in this Agreement, including, without limitation, performance standards, and only during the Term.

1.3 Reservation of Rights. The Affiliate expressly acknowledges and agrees that: (i) all rights in and to the products and services are reserved to Simplified Integration and its affiliates; and (ii) nothing in this Agreement shall be deemed to restrict in any manner the rights or abilities of Simplified Integration or its affiliates in and to the products and services including the sale of the products and services to other non-parties.

2. SERVICES AND PERFORMANCE.

2.1 Services. From time to time Simplified Integration or its affiliates will provide patient education materials, professional chiropractic consulting services, nutritional counseling, various educational products, and written and online functional and health assessment products. The Affiliate may also request such services or products from Simplified Integration. Subject to the terms and conditions of this Agreement, including, without limitation, the performance standards, upon receipt of a request for services or products Simplified Integration may, in Simplified Integration’s sole discretion, provide such services and products to the Affiliate on a non- exclusive basis, taking into consideration (i) the then-current good standing status and capacity of the Affiliate; (ii) the Affiliate’s ability to use the products and employ the services in a good and workmanlike manner on a timely basis; (iii) Simplified Integration resources providing services in the Affiliate’s non-exclusive service area; (iv) all other jobs being performed by, or assigned to, the affiliate and each other authorized affiliate or other entity at the time the request for services is received; and (v) any other factors that Simplified Integration may deem appropriate at any time and in Simplified Integration’s sole discretion. Notwithstanding anything to the contrary set forth herein, Simplified Integration shall have the right, as determined at any time and in its sole discretion to provide or withhold additional services and products to Affiliate.

2.2 Performance. No Guarantee of Outcome. The parties understand that health care laws and regulations are interpreted frequently by courts and by governmental bodies. Legislative changes and administrative or judicial interpretations after the commencement of this Agreement, may significantly impact the business of the Affiliate including the implementation and operation of Simplified Integration practice solutions, strategy and program offerings. Moreover, and not withstanding anything stated in this memo, it is important to bear in mind that prosecution by a governmental or regulatory body is entirely discretionary and outside the control of the parties. Additionally, intentional non-compliance by the Affiliate with the suggestions, methods and services provided by Simplified Integration may also negatively impact the financial and clinical performance of the Affiliate. Therefore, Simplified Integration makes no warranties or representations regarding the success of Affiliate’s business in the implementation and operation of Simplified Integration practice solutions, strategy and program offerings. Nothing contained in this Agreement, therefore, should be taken as a representation regarding the likelihood that any governmental authority or body will or will not challenge the structure and operation of Simplified Integration practice solutions, strategy and program offerings.

2.3 The Affiliate agrees to properly employ all services and products provided under this Agreement as instructed. The Affiliate shall comply with each performance standard Simplified Integration may from time to time disseminate. Simplified Integration and/or any of its affiliates shall have no obligation to the Affiliate under this Agreement during any period in which the Affiliate fails to meet any performance standard(s).

2.4 The Affiliate hereby acknowledges and agrees that the relationship, contractual or otherwise, between Simplified Integration and its affiliates is for the sole and exclusive benefit of the Simplified Integration Network and that Simplified Integration may conduct such relationship in any manner that it sees fit at any time and in the sole discretion of Simplified Integration without incurring any liability whatsoever to the Affiliate. In furtherance (and without limitation) of the foregoing, the Affiliate acknowledges and agrees that the Affiliate is a not a third-party beneficiary of any agreement that any entity within the Simplified Integration Network may have with each other or Simplified Integration, and that, under no circumstances, shall the Affiliate have any claim or cause of action against any Simplified Integration or entity within the Simplified Integration Network for any action taken by such entity. The Affiliate further acknowledges and agrees that all records created or maintained by or on behalf of any entity within the Simplified Integration Network are the sole and exclusive property of such entity and such entity shall not have any obligation whatsoever to give or allow the Affiliate access to such information, even if authorized or requested.

2.5 Terms of the guarantee. If you do not earn an additional $120,000 in revenue within twelve consecutive months using the systems and protocols provided in the SFM program, our team will work for you for free until you do. The guarantee applies under the following conditions. The guarantee does not apply for affiliates who opt-out, and change their mind for any reason, without implementing the program as outlined. In other words, refunds and/or guarantees will not apply if the affiliate has a change of heart for any reason. The guarantee will be given at the discretion of Simplified Integration, and the affiliate acknowledges the following conditions must be met in order to qualify for the guarantee. The affiliate is expected to follow the recommendations and guidelines for proper implementation of the program including completing the "onboarding process" which is a series of three to five scheduled coaching calls. Completing 100% of the online training platform modules. Attending at least 4 weekly "CSD" training calls per month for a minimum of six months. Using a Simplified Integration preferred advertising vending solution, such as "Inception Marketing" and following the respective agency's recommendations for an appropriate advertising budget and ad content creation for a minimum of ten months. Purchasing at minimum, the "New Practitioner Starter Bundle" product for utilization with the Affiliate’s patients/clients. If the Affiliate meets all of the above criteria, and does not earn an additional $120,000 in revenue within 12 months, SFM will pause future monthly payments while continuing to coach and work with the affiliate until they are earning an average of $10,000 per month for 4 months. The guarantee will extend for a maximum of four months and will automatically renew for consecutive four month periods given the affiliate is actively engaged on the program. In other words, the affiliate must be actively attending training calls and marketing the program with one of SFM’s preferred advertising agencies. If the affiliate is not actively engaged, the guarantee will expire four months from the end of the initial twelve month enrollment period. Any refunds will be in the form of a check, mailed to the affiliates preferred address. Advertising costs, advertising agency fees, product costs, and any other operating costs are not eligible for refund. The guarantee does not imply guaranteed successful implementation of the program, as many variables are up to the affiliate to implement.

3. PAYMENT.

3.1 Simplified Functional Medicine Program Professional Licensing Fee. With the execution of this agreement Affiliate shall make a one-time payment (“Initial license fee”) in the amount listed above under “Program Cost,” which shall be charged by authorized credit card, pursuant to Section 11, below, with the execution of this agreement. Simplified Integration may discount the initial license fee at its discretion as a new Affiliate enrollment bonus. Simplified Functional Medicine Program Subscription Amount. With the execution of this agreement Affiliate shall make monthly payments in the amount of $997, for a minimum of twelve (12) months, which shall be charged by authorized credit card, pursuant to Section 11, below, on or about the same calendar day of each cyclical month this Agreement takes effect.

3.2 Simplified Integration Payment Suspension Policy. At the request of the Affiliate, Simplified Integration may at its discretion temporarily pause Affiliate payments for a thirty (30) day period, one time during the calendar year. Regular payments will resume automatically after the 30 day suspension period. During the thirty day suspension period, Simplified Integration, at its sole discretion may restrict access to the course, membership platform, or any other resources provided under the terms and conditions. A temporary suspension does not imply a termination of the agreement or waive any rights and responsibilities of either party under the affiliate agreement.

For Payment Suspensions exceeding thirty (30) days, a reactivation fee of $250 will be applied when the affiliate resumes monthly payments. The re-activation fee and monthly fee will be applied at the time of reactivation. Payments will resume at the current monthly rate and any grandfathered affiliate pricing will be forfeited. For example, if the affiliate enrolls initially for $1,297 per month and during the time of the suspension (exceeding 30 days), the fee raises to $1,497 per month, the affiliate will assume the new $1,497 per month rate.

3.3 Default of Payment. In the event that payment is unable to be collected from the Affiliate on the date due, there will be a 15 day grace period. At the end of the 15 day grace period, Simplified Integration will notify the Affiliate through Notice of Default. The Affiliate will have 15 days following Notice of Default to submit owed monies. If the Affiliate fails to submit payment, Breach of Contract may be initiated, from which Simplified has the right to terminate membership and collect on the remaining balance due of the agreement term.

4. GENERAL TERMS AND CONDITIONS.

4.1 Exclusivity of Affiliate.

4.1.1 The Affiliate covenants and agrees that, during the Term, that the Affiliate shall not, and Affiliate shall cause each person or party associated with Affiliate not to, sublicense, share, or otherwise disseminate any information, products, or services, supplied to it by Simplified Integration or its affiliates pursuant to this Agreement. The Affiliate will be instructed, advised and coached on the patient-facing material, business, and marketing systems. The materials utilized to execute the Simplified Functional Medicine program are solely to be utilized for the clients/patients of the Affiliate’s existing practice. No attempt to replicate, recreate or reproduce Simplified’s proprietary material by the Affiliate to see used in a competitive capacity to Simplified Integration shall be tolerated. If it is discovered that the Affiliate has attempted this, Simplified has the right to terminate the Agreement immediately, collect on all remaining balances pursuant to the agreement within 30 days, and seek damages if Simplified Integration considers this appropriate.

4.1.2 The Affiliate acknowledges that it is in the best interest of both Simplified Integration and its Simplified Integration Network for Affiliate to be a long-term affiliate in the Simplified Integration Network. The Affiliate acknowledges that unauthorized dissemination of products and services under this Agreement is detrimental to Simplified Integration, its affiliates, and the Simplified Integration Network. Therefore, the Affiliate agrees that, during the Term and for a period of five (5) years following the expiration or termination of this Agreement for any reason, the Affiliate shall not provide, or directly or indirectly assist any other person or entity that the Affiliate actually knew or reasonably should have known intended to compete with the Affiliate or any other affiliate in the Simplified Integration Network in providing any of the related professional healthcare practice consulting services, nutritional counseling, educational products, and written and online functional and health assessment products as provided under this Agreement; and shall not solicit a competitive offering to Simplified Integration’s Network. The provisions of this section shall survive expiration or termination of this Agreement, for any reason or no reason whatsoever, for five (5) years.

4.1.3 The Affiliate agrees to make all payments to Simplified Integration and its affiliates when due and update the Credit Card (as defined below) information, as necessary, and the Affiliate’s failure to do so shall constitute a Default (as defined below) under this Agreement.

4.2 Independent Affiliate. The relationship of the parties hereto is and at all times shall remain one of independent affiliates. The Affiliate shall conduct its business as an independent affiliate, and all persons employed in the conduct of such business shall be the Affiliate’s employees only, and not employees or agents of Simplified Integration or any of its affiliates. The Affiliate shall prominently state its business name, address and telephone number in all communications with the public, including, without limitation, marketing materials, flyers, print ads, television or radio advertisements, web sites, e-mails, invoices, sales slips, and the like. Notwithstanding anything set forth in this Agreement to the contrary, the Affiliate (including, without limitation, its officers, directors, partners, members, employees, if any, and any other person or entity acting by, on behalf of or at the request of the Affiliate) shall not, under any circumstances, hold itself out to the public or represent that it is an employee, agent or sub-agent of Simplified Integration or any of its affiliates. This Agreement does not constitute any joint venture or partnership. It is further understood and agreed that the Affiliate has no right or authority to make any representation, warranty, promise or agreement or take any action for or on behalf of Simplified Integration or any affiliate of Simplified Integration .

4.3 No Franchise or Dealer. This Agreement does not create any relationship of franchisor/franchisee or grantor/dealer between the parties. The Affiliate acknowledges that it operates an existing business and is making no direct or indirect payments to Simplified Integration to commence a business or otherwise in the nature of a franchise or business opportunity fee, or in order to obtain any exclusive or other right. The Affiliate represents, warrants and covenants to Simplified Integration and its affiliates that the Affiliate does not, and shall not, deem or claim itself to be a franchisee of Simplified Integration under any applicable Law (as defined below).

5. CONFIDENTIALITY.

5.1 General. The Affiliate and its employees will maintain, in confidence, the terms, conditions and provisions of this Agreement as well as all information supplied to the Affiliate pursuant to this Agreement, including, without limitation, the performance standards, as well as all consulting services, programs, data, summaries, reports, information and communication from Simplified Integration or its affiliates’ personnel or files including, without limitation, nonpublic personal information (“Confidential Information”). The Affiliate shall not use or disclose any Confidential Information except under express permission pursuant to this Agreement.

5.2 Remedies. The Affiliate agrees that any breach of its obligations set forth in this Section 5 will cause substantial and irreparable harm and injury to Simplified Integration and/or its affiliates, for which monetary damages alone would be an inadequate remedy, and which damages are difficult to accurately measure. Accordingly, the Affiliate agrees that Simplified Integration and/or its affiliates shall have the right, in addition to (and without limitation of) any other rights and remedies available to Simplified Integration and/or its affiliates at law, in equity, under contract, including, without limitation, this Agreement, or otherwise (all of which are hereby expressly reserved), to obtain immediate injunctive relief (without the necessity of posting or filing a bond or other security) to restrain the threatened or actual violation of this Section 5 by the Affiliate, its affiliates, employees, independent affiliates, agents or sub- agents, as well as any and all other equitable relief allowed by the federal or state courts.

5.3 Survival. The provisions of this Section 5 shall indefinitely survive expiration or termination of this Agreement for any reason or no reason whatsoever.

6. AFFILIATE REPRESENTATIONS, WARRANTIES AND COVENANTS.

At all times during the Term, the Affiliate represents, warrants, and covenants to Simplified Integration and its affiliates that:

6.1 The Affiliate and its employees shall comply with all applicable governmental statutes, laws, rules, regulations, ordinances, codes, directives and orders (whether federal, state, municipal or otherwise) and all amendments thereto, now enacted or hereafter promulgated (collectively “Laws”, each a “Law”), and the Affiliate is solely responsible for its compliance with all Laws that apply to its obligations under this Agreement;

6.2 The Affiliate will, at the Affiliate’s sole cost and expense, provide and maintain all facilities, tools, materials and equipment (“Affiliate’s Equipment”) as may be necessary and proper for its business including performance under this Agreement. Simplified Integration shall not have any responsibility or obligation whatsoever relating to buying or providing the Affiliate with Equipment;

6.3 The Affiliate will, at Simplified Integration’s request and at the Affiliate’s expense, obtain all permits and licenses that may be required under any applicable Law to perform the services in accordance with the terms of this Agreement, including, without limitation, the performance standards;

6.4 The Affiliate will, at the Affiliate’s sole cost and expense: (i) obtain or cause to be obtained all licenses, stamps, certificates, registrations or permits that may be required under any applicable Law to operate its business and/or to perform the services in accordance with the terms and conditions of this Agreement;

6.5 (i) The Affiliate is a valid and existing entity in compliance with all Laws related to the maintenance of its corporate or other business status; (ii) the Affiliate is not currently insolvent; (iii) the Affiliate is not currently violating and has never violated any Law that applies to its obligations under this Agreement or any other agreement; (iv) neither the Affiliate nor any of its affiliates has ever engaged in any of the acts prohibited under this Agreement; (v) neither the Affiliate nor any of its affiliates has ever engaged in any acts that would have resulted in automatic termination or be considered a default or breach under any current or former other agreement; and (vi) the Affiliate is not dependent upon Simplified Integration and/or any affiliates of Simplified Integration Network for a major part of the Affiliate’s business;

6.6 The Affiliate has read this agreement in its entirety and understands fully each and every one of the terms and conditions set forth in this agreement;

6.7 The Affiliate has been given the opportunity to have its independent counsel review this agreement prior to execution (whether via signature or electronic acceptance), and either this agreement has been actually reviewed by its independent counsel or the affiliate has declined to have its independent counsel do so; and

6.8 The Affiliate has not been coerced into entering into this agreement and it has entered into this agreement of its own free will and free of influence or duress.

7. TERM, RENEWAL, AND TERMINATION.

7.1 Term. After the initial twelve month term, this Agreement shall automatically renew on a month-to-month term (“Renewal Term”) if not otherwise terminated in accordance with the terms and conditions of this Agreement.

7.2 Termination by Either Party Without Cause. Either party may, in its sole discretion, terminate this Agreement for convenience (i.e., without cause) by delivering written notice to the other party no less than thirty (30) days’ prior to the expiration of the Term or any Renewal Term of this Agreement. Should a balance remain due to either party, this balance shall be paid within 30 days of Termination. The Affiliate and Simplified Integration understand and agree that the provisions of this Section 7.2 constitute a critical element in the economic bargained for exchange of this Agreement and that Simplified Integration would not have entered into this Agreement without the benefits and protections of this Section 7.2.

7.3 Termination by Either Party Upon Default. This Agreement may be terminated by a party (the “Affected Party”) if the other party (the “Other Party”) has failed to cure any Default (as defined in Section 3.3) within fifteen (15) days following receipt of a Notice of Default from the Affected Party. For the purposes of this Agreement, a “Default” shall occur when the Other Party fails to pay any amount to the Affected Party or any of its affiliates when due under this Agreement or any other agreement. If this Termination shall occur, all owed monies shall be paid in full by the Other Party to the Affected Party within 30 days of Termination.

8. LIMITATION OF LIABILITY.

8.1 Upon the expiration or termination of this agreement for any reason or no reason whatsoever, Simplified Integration and its affiliates shall have no liability or obligation to the affiliate whatsoever and the affiliate shall have no right to require simplified integration to continue to allow the affiliate to act as an authorized affiliate or to otherwise perform services as an affiliate of simplified integration. the affiliate agrees that in the event of expiration or termination of this agreement for any reason or no reason whatsoever, no amounts spent in fulfillment of this agreement will be recoverable by the affiliate from Simplified Integration or any of its affiliates.

8.2 In no event shall any projections or forecasts made by or on behalf of Simplified Integration or any affiliate of Simplified Integration be binding as commitments or promises. In no event shall Simplified Integration or any affiliate of Simplified Integration be liable for any exemplary, special, incidental, consequential or other indirect damages to the affiliate (whether foreseeable or not) including, without limitation, any payment for lost business, future profits, loss of goodwill, reimbursement for expenditures or investments made or commitments entered into, creation of clientele, advertising costs, termination of employees or employees’ salaries, overhead or facilities incurred or acquired based upon the business derived or anticipated under this agreement or claims under dealer termination, protection, non-renewal or similar laws, for any cause whatsoever whether or not caused by negligence, gross negligence or willful misconduct.

8.3 Simplified Integration makes no representation or warranty of any kind with respect to any goods, services, or trademarks supplied pursuant to this agreement, and specifically disclaims all express and implied warranties relative to the same including fitness for a particular purpose.

8.4 The affiliate shall not assert or use as a defense in any lawsuit, claim, action or other proceeding that the affiliate is a franchisee or dealer of Simplified Integration or any of its affiliates or that the affiliate is dependent upon Simplified Integration for a major part of its business, and in no event shall Simplified Integration or any affiliate of simplified integration have any liability or obligation whatsoever for any cause or claim based in whole or in part on any such assertion or defense.

9. ARBITRATION.

9.1 Any and all disputes, controversies or claims between the Affiliate and Simplified Integration and/or any of its affiliates including, without limitation, any and all disputes, controversies or claims arising out of or in connection with this Agreement, and any allegations of fraud in the inducement, or that relate to the parties’ relationship with each other or either party’s compliance with any Law, that are not settled through informal negotiation shall be resolved solely and exclusively by binding arbitration in accordance with both the substantive and procedural Laws of Title 9 of the U.S. Code and the Commercial Arbitration Rules of the American Arbitration Association. In consideration of Simplified Integration entering into this Agreement with the Affiliate, the Affiliate agrees that it will not serve as a class representative in any class action lawsuit brought by any person or legal entity concerning this Agreement in any respect.

9.1.1 Initiation of Arbitration; Selection of Arbitrators. The arbitration must be initiated within ninety (90) days from the date any dispute arises. The arbitration shall be conducted in the City of Asheville and County of Buncombe, North Carolina by a panel of three (3) arbitrators that reside in North Carolina who shall be selected as follows: (i) one (1) arbitrator shall be selected by the claimant(s) within thirty (30) days after sending the Notice of Arbitration; (ii) one (1) arbitrator shall be selected by the respondent(s) within thirty (30) days following the claimant(s) notifying respondent of the identity of claimant’s arbitrator ; and (iii) the third arbitrator shall be selected by the arbitrators chosen by the claimant(s) and the respondent(s) within thirty (30) days following the appointment of the respondent(s)’ arbitrator. The parties acknowledge and agree that each party shall have the option, exercisable upon written notice to the other party, to designate the arbitrator selected by such party as a non-neutral arbitrator in which event such arbitrator shall not be impartial or independent and shall not be subject to disqualification for partiality or lack of independence. Notwithstanding the foregoing, if either party fails to timely select an arbitrator pursuant to this Section 10.1: (a) such party shall be deemed to have waived its right to a three-member arbitration panel and shall be required to participate in the arbitral proceedings with the one (1) arbitrator selected by the other party without any objection, and (b) the one (1) arbitrator selected by the other party shall thereafter be deemed a neutral arbitrator with whom neither party shall communicate ex parte concerning the arbitration.

9.2 Exceptions. Notwithstanding the foregoing, Simplified Integration may initiate a small claims lawsuit to collect on any payments due and owing under this.

Agreement in the Buncombe County Small Claims Court for the State of North Carolina. Additionally, either party may initiate a lawsuit seeking injunctive relief only in Buncombe County Circuit Court for the State of North Carolina.

10. CREDIT CARD AUTHORIZATION.

10.1 Affiliate certifies that Affiliate is authorized to incur charges on the following credit card (the “Credit Card”) and hereby authorizes Simplified Integration to charge the payment as specified in Section 3.3.1 and the Monthly Payment as specified in Section 3.3.1 above, including automatic renewals of this Agreement as specified in Section 7.1 above, to the following Credit Card:

By submitting credit card payment information, Affiliate acknowledges the terms of this Agreement and agrees that it shall be solely responsible to notify Simplified Integration of any changes to the credit card information prior to the expiration of the credit card or in the event any of the credit information is changed for any other reason. Affiliate further acknowledges and agrees that Affiliate’s failure to comply with this section shall constitute a Default under this Agreement.

11. Choice of Law; Exclusive Jurisdiction. The relationship between the parties and their present and future affiliates, including, without limitation, all disputes, controversies or claims, whether arising in contract, tort, under statute or otherwise, shall be governed by and construed in accordance with the laws of the State of North Carolina, applicable to contracts to be made and performed entirely within the State of North Carolina by residents of the State of North Carolina, without giving any effect to its conflict of law provisions.

12. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties with respect to, and supersedes, integrates and merges herein all prior or contemporaneous representations, discussions, proposals, negotiations, conditions and agreements, whether oral or written, and all communications between the parties relating to, the subject matter of this Agreement. Except as otherwise expressly provided in this Agreement, no party shall be bound by any communication between them on the subject matter of this Agreement, unless such communication is: (i) in writing; (ii) bears a date contemporaneous with or subsequent to the Effective Date; and (iii) is signed by both parties to this Agreement upon addition or removal of an addendum to this Agreement. The parties specifically acknowledge that there are, at the time of executing this agreement, no unwritten side agreements or oral agreements between the parties that alter, amend, modify or supplement this Agreement. In addition to (and without limitation of) any provisions of this Agreement that expressly survive termination or expiration, any provision of this Agreement that logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances.

13. Compliance with Laws. In addition to the Affiliate’s obligations above, the Affiliate hereby agrees that this Agreement is subject to, all applicable Laws in force during the Term.

14. Severability. The parties agree that each provision of this Agreement shall be construed as separable and divisible from every other provision and that the enforceability of any one provision shall not limit the enforceability, in whole or in part, of any other provision of this Agreement. If any one or more of the provisions contained in this Agreement, or the application thereof to any person, entity, or circumstance, for any reason are held to be invalid, illegal or unenforceable in any respect, then such provision(s) shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

15. Force Majeure. Notwithstanding anything set forth to the contrary in this Agreement, neither party shall be liable to the other party for its failure to fulfill any of its obligations hereunder if such failure is caused by or arises out of an act of force majeure including, without limitation, acts of God, war, riot, natural disaster, technical failure or any other reason beyond the reasonable control of the party whose performance is prevented during the period of such occurrence.

16. Remedies Cumulative. It is agreed that the rights and remedies herein provided to Simplified Integration in case of default or breach by the Affiliate of this Agreement are cumulative and without prejudice to any other rights and remedies that Simplified Integration or its affiliates may have by reason of such default or breach by the Affiliate at law, in equity, under contract (including, without limitation, this Agreement) or otherwise (all of which are hereby expressly reserved).

17. Attorneys’ Fees. In the event of any suit, action or arbitration between the Affiliate and Simplified Integration including, without limitation, any and all suits, actions or arbitrations to enforce this Agreement the prevailing party shall be entitled to recover its costs, expenses and reasonable attorneys’ fees, at arbitration, at trial and on appeal, in addition to (and without limitation of) all other sums allowed by law. The provisions of this section shall indefinitely survive expiration or termination of this Agreement for any reason or no reason whatsoever.

18. Trademark License Agreement. Simplified Integration hereby grants to Affiliate (or “Licensee”) a non-exclusive, non-transferable, non-assignable, and revocable license (the “License”) to use the trademark “HEALTH RESTORE PROGRAM” or “SIMPLIFIED FUNCTIONAL MEDICINE” (collectively, the “Mark”) during the Term, and no other license or term whatsoever, solely to perform Affiliate’s obligations under this Agreement and within the Simplified Integration Network as authorized by this Agreement. Licensee expressly recognizes and agrees that Licensee shall not, in whole or in part, modify, alter, supplement, delete or otherwise change the Mark or any other trademark or service mark of Simplified Integration. At no time shall any materials created or used by Licensee indicate that any agreement of agency, partnership, joint venture, franchise or exclusive or non-exclusive rights exists between Licensee, on the one hand, and Simplified Integration and/or its affiliates, on the other hand, unless enter into a separate written agreement expressly permitting Licensee to do so. Simplified Integration expressly reserves the right to review and approve any use of the Mark, and in each case in typewritten, stylized and/or any other form required by Simplified Integration in its sole discretion. Licensee agrees that all products and services promoted and/or rendered by Licensee in connection with the Mark, shall be of a nature and quality that conforms to such standards as may be required by Simplified Integration from time to time in its sole discretion. The License granted by Simplified Integration is granted to Licensee only. Licensee has no authority to transfer or grant any sublicense to any other entity or individual for any reason, and if Licensee does so, this Agreement shall automatically terminate, unless Simplified Integration notifies Licensee to the contrary in writing at any time thereafter. Licensee shall immediately cease using the Mark upon expiration or termination of this Agreement for any reason or no reason whatsoever. Upon expiration or termination of this Agreement for any reason or no reason whatsoever, at Simplified Integration’s option, Licensee shall, at its sole cost and expense, immediately destroy or deliver to Simplified Integration any and all advertising and promotional materials in Licensee’s possession with the Mark (whether in typewritten, stylized or any other form) on them and immediately cease using the Mark. In addition to (and without limitation of) any of the foregoing, in the event Licensee does not receive written notice of Simplified Integration’s option pursuant to the immediately preceding sentence, Licensee shall, at its sole cost and expense, deliver all materials described in such sentence to Simplified Integration. If Simplified Integration requests destruction of advertising and promotional materials and/or that Licensee cease using the Mark, Licensee shall promptly execute an affidavit representing, at a minimum, that such materials were destroyed and/or that the use of the Mark, as applicable, has ceased and the date and means of such destruction or last use. Licensee expressly recognizes and acknowledges that this License, as well as any past use by Licensee of the Mark in any manner whatsoever (including, without limitation, use on signs, on business cards, in advertisements) or in any form whatsoever (including, without limitation, typewritten or stylized form), shall not confer upon Licensee any proprietary or other rights, or title or interest in, to or under the Mark, including, without limitation, any existing or future goodwill in the Mark. Further, Licensee waives any and all past, present, or future claims it has or might have in the future in, to, or under the Mark (whether in typewritten, stylized or any other form) and acknowledges that as between Simplified Integration and Licensee, Simplified Integration has the exclusive rights to own and use the Mark, and that Simplified Integration and its affiliates retain full ownership of the Mark notwithstanding the License granted herein. Licensee agrees not to hold itself out as Simplified Integration Network, or Simplified Integration. To avoid any confusion in this respect, unless otherwise expressly agreed to in advance in a writing, Licensee agrees not to use, register, submit an application for, obtain, acquire or otherwise seek as part of its business name, trade name or otherwise the Mark or any other trademark or service mark that Simplified Integration at any time in its sole discretion deems to be confusingly similar to the Mark or any other trademark or service mark with respect to which Simplified Integration or any of its affiliates: (i) has registered; (ii) used in commerce; or (iii) is then seeking or otherwise pursuing registration (whether within the territory or otherwise). Nothing in this Agreement shall be construed to bar or restrict in any way Simplified Integration and/or its affiliates from protecting their right to the exclusive use of the Mark or any other trademark or service mark against infringement thereof by any party or parties, including without limitation Licensee and its affiliates, either during the Term or following any expiration or termination of this Agreement for any reason or no reason whatsoever. Licensee will promptly and fully advise Simplified Integration of any use of the Mark or any other trademark or service mark or other use that may appear to infringe the Mark or any other trademark or service mark (whether in typewritten, stylized or any other form). Licensee will also fully cooperate with Simplified Integration and its affiliates in the defense and protection of the

Mark or any other trademark or service mark. Similarly, nothing in this Agreement shall be construed to require that Simplified Integration and/or its affiliates take any action to protect Mark or any other trademark or service mark in any instance, and Simplified Integration and its affiliates shall not be liable to Licensee in any manner whatsoever for failure to take any such action.

19. Construction and Interpretation. The Affiliate and Simplified Integration hereby represent, warrant, acknowledge and agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.