Last Updated / Effective Date: July 1, 2026

important Legal Notice: This Platform Services Agreement (this “Agreement”) constitutes a legally binding contract between Qik Productions LLC (“Qik”) and the legal entity identified as the client on an applicable executed Platform Subscription Agreement or Order Form (“Client”). This Agreement is fully incorporated by reference into each such Order Form. By executing an Order Form, or by accessing, browsing, or otherwise utilizing the Platform, Client explicitly acknowledges, represents, and warrants that it has read, understood, and agreed to be bound by all terms, conditions, and covenants contained herein.

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1. SCOPE OF SERVICES AND PLATFORM DELIVERY

Qik provides a proprietary, digital, software-as-a-service infrastructure delivering clinical and health-focused educational video content, clinically reviewed by a qualified healthcare professional, accessible via proprietary Quick Response (QR) codes, which includes customizable provider-specific interface pages and back-end end-user engagement analytics (collectively, the “Platform”). Client expressly acknowledges and agrees that the Platform delivers general, standardized educational information only. Qik does not provide, and the Platform does not constitute, medical advice, clinical diagnosis, or prescriptive guidance. Content is explicitly not tailored, modified, or individualized to specific patients, distinct clinical cases, individual prescriptions, or custom formulations. All video assets and related materials (the “Video Content”) are intended strictly and solely as retrospective, supplemental educational materials for patients who have already been independently prescribed, dispensed, or medically recommended specific treatments, therapies, or medications by Client. Qik does not evaluate, endorse, validate, verify, or make any representation, warranty, or covenant regarding the clinical appropriateness, medical necessity, regulatory status, safety, efficacy, or legal compliance of any medication, compound, active pharmaceutical ingredient (API), biological therapy, or medical product dispensed, compounded, prescribed, manufactured, or otherwise provided by Client. Client remains solely, exclusively, and non-delegably responsible for all clinical, regulatory, operational, medical, and legal aspects of its products, services, staff, and facilities. Client explicitly warrants that it does not, and shall not, rely on the Platform or Video Content for clinical decision-making, diagnostic support, or patient-specific therapeutic guidance. Content is strictly structured for patient education and is not intended for general public dissemination, mass marketing, commercial advertising, or promotional use. Client shall not utilize, display, or distribute the Video Content as promotional material for any specific commercial product, manufacturer, brand, or therapy. Any customization, specialized branding, content modifications, technical API integrations, or professional services outside the standard out-of-the-box Platform offering shall be subject to independent scoping, additional fees, and must be mutually executed by the parties in a formal, written addendum prior to commencement.

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2. FEES, PAYMENT ARCHITECTURE, AND BILLING COVENANTS

Client shall pay Qik all fees specified in the applicable Order Form, proposal, or executed written fee schedule, all of which are fully incorporated into this Agreement. Client shall pay a one-time, non-refundable onboarding and implementation fee. This fee encompasses standard digital asset initialization, automated account setup, creation of the designated Authorized Location portal, QR code string generation, and baseline configuration. Any custom configuration, expanded onboarding cycles, or technical support required beyond Qik’s standard implementation parameters shall incur additional professional service fees at Qik’s prevailing hourly rates. As a strict condition of platform access and license maintenance, Client must maintain a valid, unexpired, authorized automatic payment method (including a credit card, ACH, or automated bank draft) on file with Qik at all times. Client hereby explicitly and irrevocably authorizes Qik to automatically charge all applicable fees, including recurring subscription balances, onboarding adjustments, late fees, early termination fees, and outstanding collection costs, to the payment method on file on or before the first day of each billing cycle, without requiring further notice, invoicing, or affirmative consent. Payments are due in full at the commencement of each billing interval. If any payment is not successfully processed or received within seven (7) calendar days of the due date, Qik reserves the right, in its sole discretion and without liability, to immediately suspend Client’s access to the Platform. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by the applicable laws of the State of Delaware, whichever is strictly less, calculated daily from the due date until paid in full. Client shall make all payments in full without deduction, offset, counterclaim, abatement, or withholding for any reason whatsoever. Client explicitly covenants not to initiate, file, or pursue credit card or banking chargebacks against Qik without first providing Qik with sixty (60) days prior written notice and a good-faith opportunity to resolve the underlying dispute. In the event of an unauthorized or unsuccessful chargeback, Client remains fully liable for the original underlying amount and shall fully reimburse Qik for all third-party processor fees, administrative penalties, legal costs, and banking expenses incurred by Qik in connection with defending or recovering such chargeback. Qik reserves the right to modify its platform fees, subscription rates, or usage charges prior to the commencement of any Renewal Term by providing Client with at least thirty (30) days prior written notice. Continued utilization of the Platform following the expiration of such notice period constitutes absolute, unequivocal acceptance of the updated pricing structure. If Client fails to engage in initial onboarding, onboarding material delivery, or required technical implementation within forty-five (45) calendar days following the Effective Date of the Order Form, Qik may, at its sole election, deem the project abandoned. Upon an election of abandonment, all contractually contemplated fees for the entirety of the Initial Term shall immediately accelerate, mature, and become fully due, payable, and non-refundable. Services shall be legally deemed to have commenced upon the execution of the Order Form or upon the initialization of platform setup, whichever occurs first.

3. CONTRACTUAL TERM, RENEWAL MECHANISMS, AND EARLY TERMINATION LIQUIDATED DAMAGES

This Agreement commences on the Effective Date set forth in the Order Form and shall persist for an uninterrupted initial period of twelve (12) consecutive months (the “Initial Term”). Client explicitly acknowledges that selecting a monthly payment or monthly billing frequency on an Order Form is an accommodation for cash-flow convenience only and does not establish, imply, or construct a month-to-month, cancel-at-will agreement. Client is fully and irrevocably committed to the entire twelve (12) month financial obligation of the Initial Term, regardless of actual platform utilization, scan volume, or technical implementation status. Client has no right to terminate this Agreement for convenience during the Initial Term. If Client breaches this Agreement resulting in termination, attempts to cancel its subscription, or unequivocally represses its performance prior to the expiration of the Initial Term, Client shall pay Qik, as liquidated damages and not as a penalty, an early termination fee equal to fifty percent (50%) of all remaining unpaid subscription fees contractually due through the end of the scheduled Initial Term. The parties explicitly agree that this liquidated damages sum represents a reasonable, calculated forecast of minimum actual damages and administrative costs incurred by Qik, given the difficulty of quantifying precise long-term damages. This sum shall become immediately accelerated, due, and payable upon the occurrence of the termination event. Upon the expiration of the Initial Term, this Agreement shall automatically renew on a rolling month-to-month basis (each a “Renewal Term”) unless either party provides the other with written notice of non-renewal at least thirty (30) calendar days prior to the expiration of the Initial Term or the then-current Renewal Term.

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4. SUSPENSION, REMEDIAL TERMINATION, AND REINSTATEMENT PROTOCOLS

Qik may immediately, without notice and without liability, suspend platform access, disable QR code routing, or take down custom provider portals if: (a) Client’s payment method becomes invalid, un-chargeable, or automatic payment authorization is revoked; (b) Client is more than seven (7) days delinquent on any payment obligation; or (c) Qik reasonably suspects unauthorized platform sharing, intellectual property infringement, or material misuse. Suspension of platform access does not stop, pause, or reduce the accrual of recurring subscription fees.

Qik may terminate this Agreement immediately for cause if any payment remains unpaid for more than thirty (30) days, or if Client commits a material breach of Section 6 (License), Section 7 (Restrictions), Section 11 (Compliance), Section 17 (Confidentiality), or Section 22 (HIPAA). Upon termination for cause, all outstanding balances accelerate and become instantly payable. Reinstatement of a suspended or terminated account is at the absolute, sole discretion of Qik. Reinstatement shall strictly require: (a) the complete cure of all historic defaults; (b) the payment in full of all accrued late fees, legal expenses, and interest; (c) the execution of a new or updated Platform Services Agreement; and (d) the payment of a new, baseline onboarding and implementation fee.

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5. NON-REFUNDABILITY AND BUSINESS CLOSURE FORCE COVENANT

All payments made to Qik under this Agreement are absolutely non-refundable, non-creditable, and non-recoupable, except as otherwise explicitly provided by express written terms herein. The closure, commercial failure, cessation of operations, bankruptcy, regulatory shutdown, restructuring, sale, or suspension of Client’s business entity or clinical practice shall not relieve Client of its financial obligations, payment covenants, or un-expired term commitments under this Agreement.

If Client claims a complete cessation of business as a basis for account modification, Client must provide Qik with formal, written notification within ten (10) days of the closure event, accompanied by verifiable documentary proof, including but not limited to formal state corporate dissolution filings, state medical or pharmacy board license termination decrees, or executed lease termination documents. Qik shall evaluate such documentation in its sole, reasonable discretion. Even upon verification of a bona fide corporate closure, all historical outstanding balances and fifty percent (50%) of any un-expired Initial Term subscription balances shall remain due, payable, and fully enforceable against Client and any applicable Guarantor.

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6. AUTHORIZED LOCATION LIMITATIONS AND LICENSE GRANT

The license granted under this Agreement applies strictly, exclusively, and solely to the physical, brick-and-mortar storefront or distinct digital operational node expressly designated as the "Authorized Location" on the executed Order Form. For the avoidance of doubt, each physical pharmacy storefront, independent medical clinic location, distinct hospital branch, or separate legal business subsidiary requires its own separate, independent, paid subscription and individual Order Form. Access, QR codes, analytics portals, and custom video links may not be shared, aggregated, divided, or pooled across multiple entities, affiliated brands, corporate parents, or distinct physical locations without express, prior, written authorization and pricing adjustments executed by Qik.

Conditional upon Client’s full, timely, and ongoing compliance with all payment obligations and terms of this Agreement, Qik hereby grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable, and fully restricted license to utilize the Platform and display the Video Content strictly within the scope of the permitted use cases. Client assumes total legal liability and operational responsibility for all data entry, activity, modifications, and usage occurring under Client’s platform credentials, administrative portals, or custom client links, regardless of whether such actions are performed by authorized staff, employees, contractors, or unauthorized third-party actors. Client shall implement rigorous internal security controls to ensure access credentials are not shared outside authorized staff at the specific Authorized Location and shall notify Qik via email within twenty-four (24) hours if it detects or suspects compromised credentials.

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7. PROHIBITED USE RESTRICTIONS AND UNAUTHORIZED SHARING PROHIBITIONS

Client shall utilize the Platform and Video Content strictly within the Authorized Location and solely for the purpose of delivering point-of-care, retrospective supplemental educational content directly to individual, active patients. Access to Video Content must be delivered exclusively in close, proximate connection with a specific, individual patient encounter or professional medical interaction at the immediate point of care (including prescription dispensing, clinical consultations, medical examinations, or active patient counseling).

Client shall not utilize, display, embed, stream, link, or reference the Video Content or the Platform in connection with the external marketing, public promotion, commercial advertising, or customer acquisition campaigns of any product, therapy, medication, clinic, pharmacy, or service, including, without limitation, any compounded drug products or off-label therapies. Client is strictly prohibited from publishing, embedding, distributing, or making the Video Content available to the general public or prospective patients through any broad public-facing channel, including but not limited to public company websites, social media channels (such as YouTube, Instagram, TikTok, LinkedIn), mass email marketing software, public forums, or consumer-facing mobile applications.

Client shall not place, embed, or display any promotional text, pricing discounts, commercial advertisements, or explicit product sales links on, immediately adjacent to, or within the same digital viewport as the Video Content. Client explicitly warrants that it will not use Qik's educational media to frame, anchor, or support commercial solicitation or un-substantiated health claims. Client shall not share, text, email, copy, or distribute QR codes, custom destination URLs, backend analytics data, or platform credentials with other pharmacies, competing practices, distinct geographic locations, educational organizations, or non-party third parties. Any such un-permitted transfer constitutes an immediate, material, non-curable breach. Client shall not copy, clone, download, scrape, screen-record, rip, replicate, modify, translate, reverse engineer, or otherwise duplicate, create derivative works of, or distribute the Video Content or underlying source code in any format or medium outside the native functional architecture of the Platform. Client explicitly acknowledges and consents to Qik’s automated tracking and monitoring of usage telemetry, including scan frequency, IP address geolocation data, device headers, user-agent profiles, and rapid-access patterns, for the purpose of identifying systemic misuse, credential sharing, or unauthorized structural exposure.

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8. SYSTEMIC MONITORING, COMPLIANCE AUDITS, AND LIQUIDATED DAMAGES ELECTIVE

If Qik’s automated telemetry detects unusual, geographically inconsistent, or disproportionate scanning or platform access patterns (such as simultaneous scans from distinct states or rapid credential cycling), such patterns shall constitute prima facie evidence of unauthorized use or material license breach. Qik shall issue a notice of non-compliance, and Client shall bear the burden of providing a verified, technologically reasonable explanation within fifteen (15) calendar days. Failure to do so shall cement Qik’s breach determination in its sole, reasonable discretion.

In the event of a verified breach under Section 6 or Section 7, Qik may, at its absolute and sole election, pursue either: (a) immediate platform termination and the recovery of all actual damages, lost profits, and legal expenses incurred; or (b) liquidated damages in the flat amount of $5,000 per distinct violation. The parties explicitly agree that the $5,000 liquidated damages figure represents a fair, conservative, mutually negotiated estimate of minimum brand dilution, administrative investigation overhead, and software-as-a-service de-valuation, given the extreme difficulty of proving exact financial harm on a per-unauthorized-scan basis. Each unauthorized physical location or digital domain exposing Qik’s content shall count as a separate, compounding violation.

Client acknowledges that unauthorized distribution or exploitation of Qik’s proprietary video assets causes immediate, irreparable harm to Qik's business model for which monetary remedies alone are entirely inadequate. Accordingly, Qik shall be entitled to seek immediate, emergency, temporary, or permanent injunctive and equitable relief in any court of competent jurisdiction to halt such behavior, without the necessity of proving actual damages or posting a bond.

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9. PROPRIETARY INTELLECTUAL PROPERTY RESTRAINTS AND AI TRAINING BAN

All rights, title, and interests in and to the Platform, the Video Content, underlying scripts, structural code, visual animations, user interface architectures, proprietary analytics engine formulas, and QR routing algorithms remain the exclusive, undivided property of Qik. Client receives a restrictive, conditional usage right only, and acquires zero ownership, copyright interest, or structural rights in any asset provided. Client shall not replicate, reverse engineer, decompile, or create derivative works based on the concept, functional delivery method, layout, visual style, or operational structure of the Platform. Client is strictly, absolutely, and comprehensively prohibited from using, exposing, uploading, or permitting any third party to use or process the Video Content, scripts, or Platform data for the purpose of training, fine-tuning, indexing, prompting, scraping, or developing any artificial intelligence (AI), machine learning (ML), large language model (LLM), automated video generation framework, or neural network model. Any breach of this AI restriction constitutes an immediate, incurable intellectual property infringement. Client hereby grants Qik a limited, non-exclusive, royalty-free, fully paid-up worldwide license to utilize Client’s corporate name, logo, trade names, and trademarks solely for the purpose of configuring, white-labeling, and delivering the custom portal interfaces and co-branded digital landing materials contemplated under this Agreement. Client warrants it possesses all necessary corporate rights to grant this license. All goodwill generated by the display of Client’s trademarks shall inure solely to the benefit of Client. Client branding within the platform shall not construct any derivative ownership interest for Client over the underlying video assets. For the avoidance of doubt, Client’s payment under this Agreement provides a limited license to access and use the Video Content through the Platform during the applicable subscription term. Client does not purchase or acquire ownership of any Video Content, scripts, animations, graphics, source files, software, or other intellectual property created or provided by Qik.

9.4 Survival of IP Restrictions and AI Ban.

The parties explicitly agree that all covenants, prohibitions, and restrictions contained within this Section 9—specifically including, but not limited to, the Prohibited AI Training Ban, reverse-engineering restrictions, ownership declarations, and limitations on derivative works—are absolute, non-time-limited obligations. They shall fully survive the expiration, cancellation, rescission, non-renewal, or termination of this Agreement for any reason whatsoever, and shall remain binding upon Client, its corporate affiliates, and its successors-in-interest indefinitely.

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10. STRICT EDUCATIONAL PURPOSE SPECIFICATION AND DISCLAIMER OF OUTCOMES

All content delivered via the Platform is strictly designed and distributed for auxiliary, general educational information purposes only. It does not replace, override, or modify individual patient counseling, pharmacist review, or a licensed practitioner’s clinical diagnosis. Qik expressly disclaims any and all statutory, express, or implied warranties regarding business outcomes. Client explicitly acknowledges that Qik does not represent, warrant, or guarantee that utilization of the Platform will result in any specific commercial or clinical metrics, including, but not limited to, increased patient medication adherence, enhanced patient satisfaction, improved health outcomes, minimized medical malpractice risk, increased patient retention, or elevated pharmacy refill rates. Client agrees that it has executed this contract based solely on its own independent business evaluation and has not relied on any pre-contractual marketing representations or verbal statements not explicitly textually codified within this Agreement. The Video Content is intended solely to supplement, and not replace, physician, pharmacist, nurse, or other licensed healthcare professional counseling, informed consent discussions, discharge instructions, or any counseling otherwise required by applicable law.

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11. REGULATORY COMPLIANCE AND HEALTHCARE OPERATIONAL INDEMNITY

Client bears sole, un-delegable, and absolute legal and financial responsibility for all medical products, pharmaceuticals, compounded preparations, patient therapies, clinical diagnoses, and health-related statements distributed, dispensed, or communicated by Client or its personnel. Client represents, warrants, and covenants that its clinical operations are conducted in strict, ongoing compliance with all applicable municipal, state, and federal statutes and regulations. This mandate explicitly includes, but is not limited to, Sections 503A and 503B of the Federal Food, Drug, and Cosmetic Act (FD&C Act) governing traditional and outsourcing compounding facilities; Federal Trade Commission (FTC) guidelines governing health-related, nutritional, and efficacy advertisements; Food and Drug Administration (FDA) non-promotional and off-label dissemination guidelines; Drug Enforcement Administration (DEA) controlled substance regulations; and all applicable state pharmacy board and state medical board licensing rules.

Client shall ensure that its utilization of the Platform does not cause Qik to be legally associated with, or dragged into investigations regarding, un-permitted compounding activities, illegal off-label marketing, un-substantiated health claims, or regulatory infractions. Client acknowledges that Qik’s content is structurally standardized and, while periodically reviewed, may not instantly reflect the most current, hyper-dynamic clinical guidelines, regional formulary variations, compounding-specific ingredient shifts, or unique state-specific statutory alterations. Client is solely tasked with independently verifying that any video asset it exposes to a patient is clinically accurate and legally permissible within its specific operational jurisdiction. Client shall instantly notify Qik in writing within forty-eight (48) hours if it becomes the subject of any federal, state, or civil regulatory inquiry, audit, subpoena, or enforcement action that explicitly references, targets, or involves the Platform, QR codes, or Video Content provided by Qik.

Client explicitly acknowledges that healthcare regulations are dynamic. In the event that Qik determines, in its sole discretion, or is formally notified by a regulatory body (including but not limited to the FDA, FTC, or a State Board of Pharmacy) that any Video Content or platform feature must be modified, paused, or permanently removed from the Platform to ensure compliance with applicable law, Qik shall have the absolute right to instantly execute such removal or modification. The removal, modification, or obsolescence of any Video Content due to regulatory guidance, compliance updates, or a government takedown request shall strictly not entitle Client to any refund, financial credit, fee abatement, or right of contract termination for any services or platform access previously utilized or contractually committed to. For any Client-specific, branded, or customized Video Content, Client shall have the opportunity to review and approve the applicable script, storyboard, and final video prior to publication. Client is solely responsible for verifying the accuracy, legality, regulatory compliance, branding, workflows, formulary references, and organization-specific information contained within any materials it approves. Following Client’s approval, responsibility for such Client-specific content shall rest with Client unless Qik subsequently modifies the approved content without Client’s authorization. Client acknowledges that it is responsible for promptly notifying Qik if any previously approved Client-specific content becomes materially inaccurate due to changes in applicable law, clinical guidelines, formularies, organizational policies, or regulatory requirements.

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12. MANDATORY TECH DISCLOSURE: NO MEDICAL PRACTICE BY DIGITAL OPERATORS

The parties explicitly declare and contractually agree that Qik is a technology software and digital media production company only. Qik does not practice medicine, does not practice pharmacy, does not dispense prescription drugs, and does not maintain a patient-provider relationship with any individual utilizing a QR code generated by the Platform.

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13. MATERIAL ERROR NOTIFICATION WINDOW AND TECHNICAL EXCLUSIONS

Client is contractually required to promptly and continuously audit its custom platform pages, QR code print resolutions, video links, and stream playback functionalities. Client must notify Qik in writing via email (info@qikproductions.com) within three (3) business days of the initial discovery of any technical issue, broken link, dead routing target, or code playback error. Qik is under no contractual or operational obligation to independently monitor, discover, or diagnose localized code routing or playback failures at individual Authorized Locations. In the event that Qik independently becomes aware of a localized technical or routing disruption affecting Client, Qik will make commercially reasonable efforts to notify Client's primary contact via email; however, any such courtesy notification does not shift the primary burden of error discovery or reporting off of the Client. Failure of Client to provide formal written notification within this strict three-day window shall completely relieve Qik of any retrospective operational responsibility for the error and shall constitute an absolute, unconditional waiver by Client of any right to assert claims for downtime, breach of contract, service non-performance, or financial offsets during such period. This notification framework is a strict condition precedent to any tech remediation obligation by Qik, unless Qik has actual independent knowledge of an enterprise-wide, multi-client system outage.

Qik shall bear zero legal or financial liability for any technical failures, scanning issues, or playback disruptions caused by: (a) incorrect physical printing of QR codes by Client’s vendors; (b) physical damage, fading, or improper lighting or placement of materials within the clinic or pharmacy environment; (c) third-party network, firewall, or ISP routing errors; (d) end-user mobile device limitations, browser incompatibilities, or carrier data blocks; or (e) user error by Client’s staff or patients. Qik’s sole technical covenant is to deliver functional digital access mechanisms at the point of electronic handover. Client assumes full, exclusive responsibility for verifying the physical readability and environmental deployment of all codes. No refunds, credits, or fee modifications will be provided for environmental or print-related delivery breakdowns, and Client remains strictly bound to their payment obligations during any such technical disruption period regardless of the length or nature of the disruption.

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14. COMPREHENSIVE FINANCIAL INDEMNIFICATION AND LIABILITY ALLOCATION

Client shall fully indemnify, protect, defend, and hold harmless Qik, its parent corporate entities, subsidiaries, officers, directors, employees, medical review board members, and agents from and against any and all civil claims, third-party lawsuits, regulatory investigations, administrative fines, monetary penalties, losses, damages, liabilities, and expenses, including reasonable attorney’s fees, expert witness costs, and court expenditures, arising out of or proximately caused by: (1) Client’s medical, clinical, or pharmaceutical operations, products, compounding activities, or treatments; (2) Any medical malpractice, personal injury, or wrongful death claims associated with therapies or products provided or prescribed by Client; (3) Client’s violation of any state or federal healthcare law or marketing standard; (4) Client’s material breach of this Agreement; or (5) The unauthorized utilization of the Video Content for commercial marketing or public promotion. Client’s indemnification obligations explicitly extend to, and comprehensively cover, any and all legal fees, administrative penalties, civil fines, or operational mitigation expenses incurred by Qik as a direct result of any federal (FDA, FTC) or state regulatory action triggered by Client's unauthorized, promotional, or out-of-bounds distribution of the Video Content.

Qik’s maximum, aggregated, cumulative financial liability under this Agreement for any and all claims, breaches, torts, or actions, regardless of the legal theory pursued (such as contract, negligence, strict product liability, statutory violation, or otherwise), shall be strictly capped at and shall never exceed the total dollar amount of subscription fees actually paid by Client to Qik during the three (3) month period immediately preceding the event giving rise to the liability. Under no circumstances shall Qik be liable to Client or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, nor any lost profits, lost revenue, loss of data, loss of business reputation, clinical disruption, or business interruption overhead, even if Qik was explicitly advised of the possibility of such potential losses. This comprehensive limitation of liability constitutes an essential, negotiated basis of the bargain, without which Qik would not have entered into this Agreement or offered its current platform pricing. Platform analytics, including but not limited to scan counts, video plays, completion rates, watch time, repeat views, and engagement metrics, are provided solely as operational information. Such analytics are not intended to demonstrate or certify patient comprehension, medication adherence, informed consent, satisfaction, clinical outcomes, regulatory compliance, or completion of legally required counseling.

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15. ENFORCEMENT COSTS AND ATTORNEY'S FEES ALLOCATION

In any formal legal proceeding, debt collection action, arbitration, or judicial litigation brought by either party to enforce, interpret, or defend its rights under this Agreement, including any actions brought by Qik to recover overdue subscription balances or halt unauthorized content distribution, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs of collection and litigation, including but not limited to reasonable attorney's fees, expert witness fees, private investigator expenses, pre-arbitration administrative filing fees, and court costs.

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16. INDEPENDENT CONTRACTOR RELATIONSHIP AND PROTOCOLS FOR TERM UPDATE

The relationship between Qik and Client is strictly that of independent contractors. Nothing contained in this Agreement or an Order Form shall be construed to create, imply, or construct a partnership, joint venture, employment, agency, or fiduciary relationship between the parties. Neither party has the legal authority to bind or obligate the other.

Qik retains the absolute, un-fettered right to modify, patch, update, expand, replace, re-render, or temporarily remove any video asset, clinical script, user interface design, or backend feature of the Platform at any time, in its sole discretion, for operational, legal, clinical, or technical enhancement. Qik shall make commercially reasonable efforts to provide digital notice of material video removals that fundamentally alter Client’s configured playlists. Qik further reserves the right to regenerate or reissue active QR codes at any time for security or software modernization reasons. Upon delivery of updated digital assets or codes, Client is solely tasked with deploying the updates. Qik disclaims all liability for access failures resulting from Client’s reliance on deprecated codes.

Qik may modify, amend, or rewrite this website-hosted Platform Services Agreement from time to time to align with changing healthcare laws, software parameters, or corporate policies. Qik shall provide notice of material updates by updating the "Last Updated" date at the top of this document, broadcasting a notice via the administrative platform portal, or issuing an email notification to Client’s designated primary billing contact. Material changes shall automatically become effective fifteen (15) days after posting or notice distribution. Client's continued log-in, API connectivity, or patient utilization of the Platform or QR codes after the expiration of the fifteen-day window constitutes absolute, irrevocable acceptance of the updated Agreement.

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17. PROPRIETARY BUSINESS CONFIDENTIALITY

Client acknowledges that during the term of this Agreement, it will gain access to non-public, commercially sensitive information regarding Qik's business model, platform software architecture, custom video pricing tiers, strategic animation frameworks, and clinical content mapping (the "Confidential Information"). Client shall maintain the absolute confidentiality of all such information with at least the same degree of care it uses to protect its own highly sensitive data (but never less than a reasonable degree of care). Client shall not disclose Qik’s Confidential Information to any competitor, third-party vendor, or public entity, and shall restrict internal access strictly to staff with a critical need to know. This non-disclosure obligation shall survive the expiration or termination of this Agreement for a continuing period of five (5) calendar years.

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18. PERSONAL FINANCIAL GUARANTY MANDATE

This Section 18 shall apply only if a Personal Guaranty requirement is explicitly indicated on the executed Order Form via checkbox selection or text notation. In consideration of Qik’s execution of this Agreement and delivery of platform access to Client, the individual executing the Order Form as "Guarantor" (the "Guarantor") hereby unconditionally, irrevocably, and personally guarantees the full, absolute, and punctual performance and payment of all financial obligations, subscription balances, late fees, interest, and collection expenditures incurred by Client under this Agreement. The Guarantor explicitly agrees that this is a primary guaranty of payment and performance, not merely a guaranty of collection. Qik may pursue, sue, or arbitrate the Guarantor directly for any unpaid corporate or LLC balances without being contractually required to first exhaust remedies, file suit, or obtain a judgment against the underlying Client entity. The Guarantor waives all notices of acceptance, modification, non-payment, term acceleration, or default, and consents to any amendments or addenda executed by the parties without requiring subsequent individual approval or notification to the Guarantor. This personal guaranty shall be governed strictly by the internal laws of the State of Delaware, and the Guarantor explicitly consents to the exclusive personal jurisdiction and venue of the state and federal courts located in Delaware for any individual enforcement actions.

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19. MANDATORY ALTERNATIVE DISPUTE RESOLUTION, BINDING ARBITRATION, AND WAIVER OF CLASS ACTIONS AND JURY TRIALS

In the event of any controversy, claim, or dispute arising out of or relating to this Agreement, its breach, interpretation, or validity, the parties shall first attempt to resolve the issue through formal, executive-level good-faith discussions for a period of fifteen (15) calendar days following written notice of the dispute. If the dispute remains unresolved following the expiration of the fifteen-day window, the dispute shall be resolved exclusively, comprehensively, and finally through binding, individual arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect. The place of arbitration shall be Wilmington, Delaware, unless another location is mutually agreed to in writing. The arbitration shall be conducted before a single, neutral arbitrator possessing at least ten (10) years of experience in software-as-a-service or corporate technology transactions. The arbitrator's written award shall be final, non-appealable, and may be entered as an enforceable judgment in any court of competent jurisdiction. This Agreement, including its formation, validity, and performance, shall be governed by, construed, and enforced strictly in accordance with the internal laws of the State of Delaware, without giving effect to any principles of conflicts of law.

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THE PARTIES HEREBY IRREVOCABLY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS, ARBITRATIONS, OR LITIGATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COMBINED, MULTI-PLAINTIFF, OR REPRESENTATIVE ACTION. CLIENT EXPLICITLY WAIVES ANY RIGHT TO FILE, JOIN, OR PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY ENTITY-WIDE OR SYSTEMIC LAWSUIT AGAINST QIK.

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THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL CONSTITUTIONAL OR STATUTORY RIGHTS TO A TRIAL BY JURY IN ANY ACTION, LAWSUIT, COUNTERCLAIM, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED BY QIK.

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20. SCHEDULED MAINTENANCE, SERVICE INTERRUPTIONS, AND FORCE MAJEURE SHIELD

Qik explicitly reserves the right to perform routine, scheduled, or emergency server upgrades, data migrations, security patches, and platform optimizations, which may result in temporary, localized platform downtime or video streaming unavailability. Qik shall make reasonable commercial attempts to schedule routine maintenance during off-peak hours (Eastern Standard Time). Qik shall bear zero liability, and Client shall have no right to financial damages, contract cancellation, or subscription offsets for any temporary delay, interruption, failure, or baseline unavailability of the Platform or Video Content resulting from events beyond Qik’s reasonable control. This force majeure exclusion explicitly encompasses: widespread internet routing outages, localized cell tower dropouts, infrastructure hardware failures, third-party hosting provider (such as AWS or Google Cloud) service disruptions, cyberattacks, DDoS saturation events, government lockdowns, or changes in regional telecommunications regulations.

Client shall not be entitled to any refund, financial credit, or billing adjustment for platform downtime except in the event of a continuous, catastrophic, system-wide server outage exceeding seventy-two (72) consecutive hours caused solely, exclusively, and directly by the gross negligence of Qik, following formal written notice submitted by Client pursuant to Section 13. Upon verification of such an event, Qik may, in its sole and absolute discretion, issue a pro-rated service credit applied against Client’s next billing cycle. This service credit shall constitute Client’s sole, absolute, and exclusive remedy for any service interruption. Qik shall bear zero financial or legal liability to Client for any business disruption, loss of patient engagement, clinical workflow alterations, or alleged damages resulting from a regulatory-driven content removal. Client assumes the sole risk of regulatory shifts regarding the therapies it provides, and Qik’s compliance-driven modification of its library constitutes a fully protected, non-actionable event under this Agreement. Client's core payment obligations during the Initial Term shall continue uninterrupted despite any force majeure event.

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21. MISCELLANEOUS LEGAL INTEGRATION TERMS

This Agreement, in tandem with the executed Order Form and any formal written addenda signed by both parties, represents the complete, absolute, and fully integrated legal agreement between the parties regarding the subject matter hereof. It completely supersedes and replaces all prior or contemporaneous discussions, emails, slide presentations, sales pitches, oral representations, understandings, or draft agreements. No verbal statement or digital communication (including emails or text messages) shall operate to modify or amend this agreement unless formally executed in writing by authorized officers of both parties.

If any provision, clause, or paragraph of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while reflecting the original commercial intent of the parties. The invalidity or unenforceability of any single provision shall not affect or impair the ongoing validity, legality, or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Qik’s failure, delay, or omission to enforce or insist upon strict compliance with any provision or right under this Agreement at any time shall not operate or be construed as a waiver of its right to enforce or rely upon that same provision or any other provision in the future. Upon the formal termination or expiration of this Agreement, Qik will retain Client’s localized operational scanning analytics data and portal configuration history for a maximum grace period of ninety (90) calendar days. During this window, Client may request a data export. Upon the expiration of the ninety-day period, Qik reserves the absolute right to permanently, irreversibly delete all operational data without liability or further notice to Client. Client shall not assign, delegate, sublicense, or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party, corporate affiliate, or successor-in-interest without the express, prior written consent of an authorized officer of Qik. Any attempted assignment without such written consent shall be null, void, and of no legal effect. Qik may freely, without restriction, notice, or consent, assign, transfer, or delegate this Agreement, in whole or in part, including its right to receive payments, in connection with any corporate merger, acquisition, structural reorganization, or sale of substantially all of its assets. In the explicit event of a direct, unavoidable conflict between the specific textual language of this website-hosted Agreement and a physical or digital Order Form formally executed by Qik, the language of the executed Order Form shall control, but strictly and solely with respect to the specific commercial subject matter addressed therein (such as custom pricing or designated location details). All other non-conflicting terms of this website agreement shall remain fully applicable.

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22. SECURITY INCIDENTS, CYBER SECURITY ALLOCATION, AND COMPREHENSIVE HIPAA RESTRICTIONS

Qik implements industry-standard administrative, physical, and technical security measures designed to protect the integrity of the Platform. However, Client acknowledges that no web-based platform or digital distribution system is completely immune from cyberattacks, malware, unauthorized access, or other security incidents. Qik does not guarantee or warrant that the Platform will be entirely free from hacking, malware, or unauthorized third-party access. Qik shall not be financially liable for data incidents or security breaches caused by malicious third parties acting beyond Qik’s reasonable operational control. In the event of a verified security incident that materially impacts Client’s specific account credentials or custom portal interface, Qik will use commercially reasonable efforts to notify Client’s primary contact and restore baseline operational access.

CLIENT ACKNOWLEDGES THAT QIK STORES LIMITED OPERATIONAL TELEMETRY DATA ONLY, SUCH AS SCAN FREQUENCY COUNT, PORTAL ACCESS TIMESTAMPS, DEVICE TYPE, USER-AGENT DATA, AND SIMILAR TECHNICAL USAGE INFORMATION. QIK DOES NOT INTEND TO, AND THE PLATFORM IS NOT DESIGNED TO, COLLECT, RECEIVE, STORE, TRANSMIT, OR PROCESS PROTECTED HEALTH INFORMATION (“PHI”) AS DEFINED UNDER THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (“HIPAA”) AND ITS IMPLEMENTING REGULATIONS. QIK DOES NOT OPERATE AS A BUSINESS ASSOCIATE UNDER HIPAA, AND NO BUSINESS ASSOCIATE AGREEMENT (“BAA”) ACCOMPANIES THIS PLATFORM.

If Client requests services that would require Qik to create, receive, maintain, or transmit PHI on Client’s behalf, such services must be separately evaluated and documented in writing. Qik shall not be deemed a Business Associate unless and until the parties execute a separate written Business Associate Agreement signed by both parties.

Client is strictly prohibited from transmitting, uploading, emailing, typing, scanning, or otherwise exposing any PHI, individual patient medical records, patient-identifiable details, names, addresses, dates of birth, medical record numbers, prescription numbers, or other patient-identifiable information to or through the Platform or any associated Qik communication channel unless a separate written Business Associate Agreement has been executed by both parties. Client assumes exclusive responsibility for maintaining HIPAA compliance and ensuring its staff members do not violate this restriction. Any attempt by Client or its staff to transmit or upload PHI through the Platform without an executed Business Associate Agreement constitutes an immediate, material, non-curable breach of this Agreement.

Client shall indemnify, defend, and hold Qik harmless, without limitation, from and against any and all Department of Health and Human Services (HHS) civil monetary penalties, federal or state regulatory fines, mandatory patient notification costs, security forensic costs, public relations mitigation expenses, third-party statutory damages, claims, losses, liabilities, and reasonable attorney’s fees arising directly or indirectly out of Client’s violation of this PHI restriction.

Any unauthorized third-party redistribution or public exposure of Platform Video Content resulting from a security breach, password leak, credential misuse, device compromise, or security failure originating from Client’s systems, devices, staff, vendors, or premises shall not constitute a breach by Qik. Qik shall bear no liability for any resulting brand, operational, legal, or financial impact arising from such Client-side incident. Qik’s maximum liability for any platform data incident shall be strictly capped in accordance with the three-month liability limit set forth in Section 14.

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Qik Productions Platform Services Agreement

Version: 1.0

Effective Date: July 1, 2026

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