Part 1: BuildMyHealth/DrWell Subscription Service Agreement

This BuildMyHealth®/DrWell Subscription Service Agreement (the “Agreement”) is made effective this day, May 13, 2025, by and between KP Innovations, L.L.C., a Louisiana limited liability company whose address is KP Innovations, L.L.C., 1025 Marina Dr. , Slidell, LA, 70458 (“KP”), and you , a [corporation / limited liability company / individual], with its principal place of business at 1948 Mountain Pine Street, Ocoee, FL, 34761, (“Subscriber”).

WHEREAS KP is the owner of a provider-to-consumer technology platform that 1)facilitates the management of subscription payment processing between patient and provider, 2) hosts DrWell SmartConsult consultation forms completed by the patient and reviewed by the provider and enabling the provider to submit prescriptions directly through the platform to participating pharmacies. KP does not offer or make any medical decisions.

WHEREAS KP is the owner and licensor of the BuildMyHealth® and DrWell Subscription Service (the “Service”). A subscriber to the Service is permitted to upload contact information, process patient subscriptions, submit prescriptions and upload pricing information (collectively referred to herein as “Subscriber Content”) accessible through the DrWell App by third party users.

WHEREAS Subscriber desires to purchase a subscription to the DrWell App Subscription Service.

NOW, THEREFORE in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

1. License to Use Service.
Subject to your compliance with the terms and conditions of this Agreement, KP grants Subscriber a non-exclusive, non-transferable, revocable right to access and use the Service.

2. Ownership of the Service and Marks.
Subscriber acknowledges that KP owns all right, title, and interest in: (a) the BuildMyHealth® and DrWell App; (b) the Service; (c) any KP software provided in connection with the Service; (d) all trademarks, service marks, graphics, logos, trade names used by KP in connection with the BuildMyHealth® and DrWell App and Service; and (e) all improvements to the BuildMyHealth® and DrWell App and Service, including any and all improvements made at the suggestion of Subscriber.

3. Subscriber Content.
Subject to your compliance with the terms and conditions of this Agreement, Subscriber will be permitted to upload contact information and pricing information (collectively referred to herein as “Subscriber Content”) accessible through the BuildMyHealth® App by third party users. Subscriber is solely responsible for Subscriber Content. KP does not verify or endorse any Subscriber Content. When Subscriber uploads pricing content, content can be used by KP to provide pricing specific information through the app, website and embeddable widget on 3rd party websites. KP has no responsibility or liability for the deletion or accuracy of Subscriber Content, the failure to store, transmit, or receive transmission of Subscriber Content, or the security, privacy, storage, or transmission of other communications originating with or involving use of the BuildMyHealth® App.

i. Listing Requirement.
Your Subscriber Content will not appear in full on the BuildMyHealth® or DrWell Provider Finder until it is reviewed by an administrator. Once your profile is reviewed and valid credit card information is entered, your subscription will begin. . Your annual subscription begins once payment is processed, not when you start to utilize the service

Price Estimator Module (optional utilization)
If you choose to utilize the Price Estimator, to be in full compliance with the BuildMyHealth Price Transparency Best Practices, you are required to 1) place a “Get A Quote Now” button (artwork provided) at the top of the home page of your website on desktop and mobile, 2) create a Pricing tab in the top tier of the header menu and 3) place the Price Estimator widget under this Pricing tab (code provided). If these best practices are not followed completely and accurately, your listing will be hidden from the BuildMyHealth platform, but you will continue to be charged until you request the cancellation of your account in accordance with section 6i below. This module includes the Promo Generator (one-off purchases) but not the DrWell Weight Management and Consumer Subscription Module. Any memberships or subscriptions that are created in the Provider Portal and published will result in an upcharge to the DrWell Weight Management and Consumer Subscription Module annual fee. The balance will be charged immediately, and the provider will be renewed annually at the new rate.

DrWell Weight Management and Consumer Subscription Module
If you are primarily using this platform for weight and wellness and subscription services, you are not required to follow the above Price Transparency Best Practices. Those using the platform primarily for weight and wellness and subscription services will be required to follow the terms and conditions listed in Part 2, section 3.9 of this agreement, also reiterated here: This module allows the provider to use the platform for processing payments for subscriptions or memberships, including those for medications that fall into the 5122 merchant category. DrWell ensures that payments processed by the provider’s patients through the platform will be processed by a high risk payment processor. This is part of the value of what the DrWell platform offers a provider. However, if the provider is processing subscriptions or other payments for high risk services through their own payment processor, this will be outside the purview of the DrWell platform. Similarly, if the provider is not using our accredited pharmacies, which are available when submitting prescriptions through the DrWell platform, but is instead using other unaccredited/research grade pharmacies outside of the DrWell platform and not vetted by DrWell, this may be cause for immediate termination of this contract with no refund provided.

Additionally, by signing this contract, providers are agreeing to comply with all applicable laws and regulations governing the establishment of the patient-provider relationship and prescribing in their state.

There are three payment options of the DrWell Weight Management and Consumer Subscription Module. 1) The up-front fee, found here, includes the plan described above, 2) The freemium plan, accessed with a promo code, includes the plan described above as well but shifts the subscription fees to the cost of goods which are increased by 12% to make up for the loss of the up-front fee. If at some time the provider chooses to switch from the freemium version to the paid version, they can do so after paying the prevailing annual fee found here. While the provider is on the freemium plan, they will not have access to blueprints and unpaid marketing services. However, they will receive all necessary onboarding support. 3) The 3-payment plan, access with a promo code, includes the plan described above as well but splits the payments into three equal payments of $2750, each paid 4 weeks apart. If this plan is chosen, any payouts of subscription services will not begin until the last of the three $2750 payments are submitted.

Weight Management Consulting Services Module
If you are primarily utilizing our consulting services for compounding pharmacy sourcing, +/- use of the Price Estimator module, but do not plan on using the platform for merchant processing of subscription services, this is the correct module to choose but the cost will be higher than the Weight Management and Consumer Subscription Module (ie you’ll pay more for less).

Important notice regarding the services found in the DrWell Weight Management and Consumer Subscription Module as well as the Weight Management Consulting Services Module: There is inherent volatility in sourcing of compounded medications that are subject to state and federal regulations, oversight and inspections as well as those medications subject to availability depending on if the commercially available duplication medication is listed on the FDA Shortage List. Due to this volatility, by signing this agreement, you accept the risk that compounded medications that were available in your state at the time of signing, may not remain available in the future. While we will do our best to source medications from elsewhere, there is no ongoing guarantee of medication access. No refunds or prorated refunds will be given in the event that a previously available medication or pharmacy licensed in your state is no longer accessible. Also, pharmacy pricing may change without notice but will be updated in our database, and available to you when submitting a prescription.

Additionally, you agree to non-disclosure of compounding pharmacies utilized in conjunction with this platform for a period of 2 years after signing this agreement, whether you remain a subscriber or not.

4. Subscription Fees.
Fees specific to your provider type can be found here – after logging into your account. Use of the Service is subject to your payment of fees (the “Subscription Fees”). All plans have an ongoing “Periodic Subscription Fee” of 12-month periods. Those previously on the now discontinued monthly plan will continue on a monthly plan until cancelling subscription. Renewing subscription in the future will result in being charged the prevailing annual periodic subscription fee at the time of renewal.

For those opting into the Weight Management and Consumer Subscription Module, subscribers will be eligible for a discounted annual subscription in the subsequent year, depending on the amount of payments/purchases processed through the DrWell platform. Based on a proprietary fee schedule, if processing charges exceed a certain amount over the course of a year, the provider will receive additional discounted rates on their annual subscription. This assessment will occur every year to determine the potential for discounted annual subscription rates. Progress towards this goal and potential discount on the subsequent year’s annual subscription can be tracked on the Payments page in the Provider Portal here.

Pay-Per-Click ad curation and/or email marketing can be added to a base subscription. Pay-per-click Google Ad setup and curation of ads is an add-on fee. Ad purchase is separate and charged directly by Google. Email marketing includes a one-time template creation and then monthly creation of one e-blast with content supplied by Provider. See here for add-on rates specific to Provider type.

i. Plans.

ii. Subscription Plan Periods.
All plans offered in 12-month prepaid periods. All subscription plans auto-renew unless cancelled pursuant to the terms of Section 6. The Subscriber will be sent a reminder 30 days before they are set to auto-renew, to allow them sufficient time to opt out of the auto-renew plan. If the provider does not plan on renewing, it is incumbent upon them to collect and download any patient specific data to their own secure files because the provider will not have access to their account once the subscription period lapses due to non-payment.

iii. Billing.
An invoice reflecting the subscription plan and subscription period chosen will always be available to the Subscriber in the DrWell Provider Portal (also known as the “backend”) after logging in. The Periodic Subscription Fees are as follows:

a) (12 month prepaid subscription period) Subscribers will be charged an annual flat rate depending on Provider type (rates specific to Provider type can be found here .

b) The email marketing and/or Pay-Per-Click add-on will be charged automatically each month. This is in addition to the base annual Subscription Plan. See here for add-on rates specific to Provider type.

iv. Automatic Draft/Credit Card.
As a condition to Subscriber’s right to use the Service, Subscriber must authorize KP the right to automatically draft the Subscription Fees from an account designated by Subscriber or charge a credit card. The Periodic Subscription Fee will be immediately drafted or charged upon signing up for the 12-month subscription periods. Renewals will be drafted or charged at the start of the new subscription period. KP may elect to suspend or cancel Subscriber’s subscription to the Service in the event the designated account lacks sufficient funds or the automatic draft authorization is withdrawn or credit card is declined.

v. Collection of Fees.
In the event KP is unable to collect the Periodic Subscription Fee due, Subscriber agrees that KP may take the steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses, including attorneys’ fees, incurred by KP in connection with such collection activity. Again, if KP is unable to collect on subscription fees, provider will be unable to access backend Provider Portal at the moment the subscription lapses.

vi. Changes in Fees.
Upon 30 days’ written notice, KP may change the Periodic Subscription Fee for the Service. Subscriber’s continued use of the Service after the effective date of any such change shall constitute Subscriber’s acceptance of such change. If Subscriber does not agree to any such changes, Subscriber sole remedy is to terminate its subscription to the Service and stop using the Service.

vii. Changes in Subscription Plan.
The subscriber will have the ability to upgrade their subscription plan type at any time. Upgrades will occur immediately.

viii. Additional providers on same account.
For practices that have more than one provider and varying fee schedules, KP has enabled an option to add additional providers without having to have multiple accounts/subscriptions. For each additional “child” provider utilizing a separate fee schedule or separate prescribing privileges within the same account as a “parent” provider, there will be an annual charge equal to 50% of the parent subscription for each additional provider greater than the first three (three providers include initial parent and 2 child providers). In other words, the first three providers are included in the base subscription plan, but each provider over three will incur a 50% annual charge per provider. If there are multiple providers, all with the same fee schedule, only one account and one subscription is necessary.

5. Term of Subscription Service Agreement.
The initial Term of this Subscription Service Agreement shall be one (1) year. This agreement will automatically renew for additional one (1) year terms at the end of each Subscription Service Agreement Term unless cancelled pursuant to the terms of Section 6.

6. Subscription Termination.

i. By Subscriber.
Subscriber may, at any time and upon thirty (30) days’ written notice to KP, terminate this Agreement and its subscription to the Service. However, as fees are pre-paid, they are non-refundable. Again, there will be no prorated or full refund of any type if any of the subscription plans are cancelled prior to the end of the respective subscription period. This section also governs “child” subscriptions under a “parent” subscription as described above.

ii. By KP.
KP may, at any time and upon thirty (30) days’ written notice to Subscriber, terminate this Agreement and Subscriber’s access to the Service. However, if there is evidence that provider is violating the terms and conditions as set forth in 3i, access to the backend Provider Portal may be terminated immediately.

iii. Effect of Termination.
Subscriber remains obligated for the payment of Subscription Fees for the remainder of the subscription period. Upon termination of this Agreement, Subscriber must immediately cease using the Service. KP reserves the right to delete Subscriber Content upon termination of this Agreement.

7. Disclaimer of Warranties.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE BASIS” “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. TO THE FULL EXTENT PERMITTED BY LAW, KP DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND SYSTEM INTEGRATION OR COMPATIBILITY. WITHOUT LIMITING THE FOREGOING, KP DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE CONTINUOUS, SECURE, RELIABLE, ACCESSIBLE, UNINTERRUPTED, OR ERROR-FREE.

8. Limitation of Liability.
KP SHALL NOT BE LIABLE TO SUBSCRIBER OR TO ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE THE SERVICE OR ANY SOFTWARE OR ACCESS DATE, INFORMATION OF CONTENT, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE BASED ON ANY THEORY OF LIABILITY INCLUDING STATUTE, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. IN ANY EVENT, KP’S TOTAL LIABILITY TO SUBSCRIBER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE SUBSCRIPTION FEES PAID BY SUBSCRIBER FOR THE SERVICE IN THE LAST TWELVE (12) MONTHS.

9. HIPAA Compliance.
Subscriber agrees to adhere to all patient privacy laws, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA), when communicating with prospective patients.

10. Indemnity.
KP does not support, endorse, or guarantee the accuracy or reliability of Subscriber’s Subscriber Content, nor does KP support, endorse, or guarantee the quality of any products or services provided by Subscriber to Subscriber’s patients. Subscriber agrees to defend and indemnify KP against any claims by Subscriber’s patients against KP arising from Subscriber’s Subscriber Content and/or Subscriber’s products and services. Subscriber further agrees to defend and indemnify KP against all claims by Subscriber’s patients or Subscriber’s prospective patients arising from the unauthorized disclosure of confidential personal health information by Subscriber.

11. Governing Law and Venue.
This Agreement shall be governed by and construed under the laws of the State of Louisiana. The state courts of the State of Louisiana in East Baton Rouge Parish and, if the jurisdictional prerequisites exist at the time, the United States District Court for the Middle District of Louisiana, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement.

12. Notices.
All notices, demands, or other communications herein provided to be given or that may be given by any party to the other shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, if deposited in the United States mail, postage prepaid, certified mail, return receipt requested, as follows:

Notices to KP:
Jonathan Kaplan, MD, MPH
KP Innovations, L.L.C.
1025 Marina Dr.
Slidell, LA 70458

With a required copy to:
Michael K. Leachman
Jones Walker LLP
8555 United Plaza Blvd.
Baton Rouge, Louisiana 70809
Fax. No. (225) 248-3120

13. Headings.
The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the meanings or interpretations of this Agreement.

14. Severability.
If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, the provision shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction.

15. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. This Agreement may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the Parties simultaneously in the presence of one another.

Part 2: BuildMyHealth and DrWell Promos/BuyNow/Subscriptions/Memberships/Weight Management/Subscribe and Save Account Terms and Conditions

By accessing and using KP Innovations, LLC’s (“KP”) services through your Physician/Provider Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments that may be presented to you from time to time (collectively, the “Terms”). If the law or our functionality changes and affects the services we are able to offer you through your Physician Account, we may need to change these Terms or our program features from time to time. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Physician Account and cease your participation in the KP BuildMyHealth® Promos program (the “BuildMyHealth® and DrWell Promos/BuyNow/Subscriptions/Memberships/Subscribe and Save Program” or the “Program”). These Terms govern your use of our services through your Physician Account. In the event of a conflict between these Terms and the terms of an offer (“Offer” includes any online sales of services, products, subscriptions, memberships, Subscribe and Save or variation thereof) created or submitted by you through your Physician Account, these Terms shall govern. You and KP may be referred to throughout these Terms individually as a “Party” and collectively as the “Parties”.

Section 1: DEFINITIONS

1.1 Definitions.
(a) “Deal Request” is a request you submit to KP to create an Offer for inclusion in the Program. The terms of the Deal Request are specified and submitted by you in accordance with Section 3.1; (b) “Voucher” means the paper voucher or electronic certificate that evidences a customer’s purchase of an Offer and contains the terms of, and unique redemption information for, that particular Offer; (c) “the Amount Paid,” for the Voucher means the amount that a purchaser pays for a Voucher; (d) a Voucher’s “Promotional Value” is the unpaid portion of the Voucher’s value in excess of the amount paid. (For example, if a purchaser pays $100 for a Voucher with a $250 Full Offer Value, that Voucher’s Promotional Value would be $150); (e) a Voucher’s “Full Offer Value” means the full value of the Voucher for which the holder of a Voucher will be able to redeem it on or before the Promotional Value Expiration, and is equal to the sum of its Promotional Value plus the Amount Paid for the Voucher; (f) as applicable, a Voucher’s “Promotional Value Expiration” is the date and time after which a Voucher’s Promotional Value may no longer be used (unless otherwise required by law), and after which time and date, the Voucher may only be redeemed for its amount paid unless refunded; (g) “Sales Period(s)” means the date (or dates) and period (or periods) of time an Offer will be available for purchase as specified in Section 3.1; (h) “BuildMyHealth® Site” means, collectively, the BuildMyHealth® and DrWell websites (BuildMyBod®.com and DrWell.com) and the BuildMyHealth® Price Estimator and other distribution channels owned, controlled or operated by BuildMyHealth® or e-mails, mobile applications or other types of electronic offerings; i) Subscription Packages is a subscription that includes medications, injectables or products that are paid in full each month, whereas j) Installment Packages are paid each month and eventually cover the cost of a medication, injectable or product over a predetermined period of time.

Section 2: PHYSICIAN/PROVIDER ACCOUNT

2.1 Physician/Provider Account.
You are required to be registered with a special account on the BuildMyHealth® or DrWell Site (your “Physician Account”). Your Physician Account will facilitate your use of various BuildMyHealth® or DrWell services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with us. You are responsible for providing accurate, current, and complete information about you and your practice and maintaining the confidentiality of your Physician Account password, and you are responsible for all activities that occur under your Physician Account. You agree to immediately notify KP of any unauthorized use of your password or Physician Account or any other breach of security related to the BuildMyHealth® or DrWell Site. KP is not liable for any loss or damage arising from your failure to manage your Physician Account, including without limitation to regularly review the accuracy of your Offers and other information created on your behalf by authorized KP personnel. In addition to the other rights set forth herein, KP reserves the right to refuse service or access to the BuildMyHealth® or DrWell Site to you or any other physician at any time without notice for any reason. When using your Physician Account and the BuildMyHealth® or DrWell Site directly, or indirectly via an authorized agent, to submit and manage other Offers, you accept and must comply with certain terms and conditions applicable to physicians. KP may offer certain optional features or functionalities within your Account. If you choose to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time you elect any such option. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your corporate entity through which you practice (i.e., corporation, limited liability company), you represent that you have full legal authority to bind your corporate entity to these Terms.

2.2 Promos Center.
Promos Center is the section of your Physician Account where physicians may directly, or indirectly, or through an authorized employee or representative of a physician, access information about past Offers that have run through the BuildMyHealth® Promos Program and manage Active Offers under the Promo tab of the Physician Center. You may use your Physician Account to submit a request to create a new Offer through the BuildMyHealth® Promos Program and suspend and/or stop a particular Active Offer within 6 hours of creating the Offer through your Physician Account. Within the Promos section of your Physician Account, you may also submit Voucher redemption data for your Offers. You may also review analytics and statistics for your Offers under the Promo tab of the Physician Center.

Promos are time-limited, discounted offers that are sent out by KP Innovations to an email list uploaded by the Provider. These emails provide a link to the Offer (a Promo in this case), that the consumer can purchase online.

The vouchers for a Promo or any purchasable item are redeemed under the Promos tab in the Provider backend. KP Innovations will retain 5% of the purchased price for a Promo.

2.3 BuyNow.
Within each Procedure Detail page, you have the option of making a procedure available as a BuyNow item rather than a Promo. BuyNow is similar to Promos in that they are available for online purchase, but BuyNow is a time-unlimited service until you choose to cease selling that item online. BuyNow also varies from Promos because BuyNow items can be discounted or non-discounted. The vouchers for BuyNow and Promos are similarly redeemed under the Promos tab in the Provider backend. KP Innovations will retain 5% of the purchased price for a BuyNow.

2.4 DrWell Subscriptions/Memberships/Subscribe and Save.
These represent various options of Packages that can be sold online or through the Provider’s facility that have recurrent charges and may require an annual commitment by the consumer. The Terms and Conditions governing Subscriptions/Memberships/Subscribe and Save are delineated in the consumer’s Terms and Conditions. These Offers are also managed under the Promos tab in the Provider backend. KP Innovations will retain 2.9% of the purchased price for these Offers to cover credit card fees and 3% to cover overages and any unannounced increases to pharmacy cost of goods. Cost of goods will also be withheld to pay out the pharmacies. In the case of the freemium version of the DrWell Weight Management and Consumer Subscription Module, DrWell will withhold an additional 12% service fee, for every transaction, based on the cost of goods to recoup the non-payment of the annual subscription fee.

While the following definitions may vary by provider, these definitions govern this Agreement:

Section 3: PROGRAM PARTICIPATION AND YOUR OFFER

3.1 Creation of Offers.
By participating in the BuildMyHealth® Promos Program, you shall define the conditions of, and supply the content and/or images to describe and illustrate, your Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, a Deal Request through your Physician Account. Submission of a Deal Request does not obligate KP to accept the Deal Request or any of its contents nor to promote the Offer, and is not binding on KP until KP actually promotes the Offer on the BuildMyHealth® Site. At the point KP begins to promote your Offer to the public, the Sales Period begins and the Offer becomes an “Active Offer” during such Sales Period(s) unless KP earlier terminates the Offer in KP’s sole discretion and for any or no reason. You are responsible and liable for all Offer content and terms, and for KP’s or any purchaser’s use or reliance on any of the foregoing. In creating your Offer, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable.

3.2 Promotion of offers, chargebacks and payment of cost of goods.
If KP accepts your Deal Request, KP may promote the Offer using any method and through any medium that KP deems appropriate in its sole discretion, including through e-mail, the BuildMyHealth® site, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through KP. KP further reserves the right, but has no obligation, to promote the Offer through its affiliates and third party business partners from time to time. KP will promote your Offer by email to your patients provided you have uploaded patient email addresses through your Physician Account or the BuildMyHealth® Site. The email promoting your Offer to your patient email addresses will indicate that you are sending the email with the Offer to your patient. By uploading any individual email addresses through the BuildMyHealth® site, you agree to have sole responsibility for ensuring that such use or disclosure complies with any and all laws, rules and regulations applicable to the privacy and security of healthcare information. KP will also promote your Offer to potential customers based on geographic or other geolocational data through the BuildMyHealth® Site. If you indicate specific limits or maximums with respect to the number or type of Vouchers that may be offered through an Offer in the Deal Request, KP will use all commercially reasonable efforts to stop promoting your Offer accordingly.

You are responsible for alerting consumers that purchases through the BuildMyHealth® Promos Program will appear on their credit card statement as DrWell*<provider name>. If KP loses any chargebacks and the charge is debited from KP Innovations, that amount plus a $20.88 (includes penalty and credit card processing fees) penalty will be charged to the provider’s credit card on file. And KP reserves the right to remove or ban the consumer from future participation in any promotions.

If you choose to purchase medications through the site without charging the patient or an amount that exceeds currently available proceeds from patient payments associated with your account, KP will charge the card on file to cover the cost of goods plus 2.9% + 30 cents for the transaction to cover credit card fees.

3.3 Distribution of Vouchers.
Once KP has received payment from a purchaser of the amount paid, KP will authorize for use, and make a Voucher available to, the purchaser of your Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The Vouchers will include any restrictions or limitations, such as, but not limited to, number of Vouchers sold, number of gifts that can be granted, on the use of the Voucher you have specified in the Deal Request. Purchasers, or their authorized transferees, may then redeem the Offer by presenting their Vouchers to you as printed receipts, through their mobile devices, or any other media that KP has adopted for voucher redemption.

3.4 Responsibility for Offer and Vouchers.
You acknowledge that you are the exclusive seller of your Offer and the issuer of the Vouchers. You also are responsible and liable for: (a) the decision to make your Offer available through the KP services; (b) fulfilling your Offer with respect to all voucher holders; and (c) supplying all goods or services specified in the Offer.

3.5 Redemption Obligations.
You shall comply with your obligations specified in these Terms, the Deal Request and other obligations regarding the use of your Physicians Account. In addition, when redeeming Vouchers, you shall: (a) honor the Vouchers during the time period specified on, pursuant to the terms of, your Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the Vouchers; (c) honor any Voucher presented by an individual, even if that individual was not the purchaser, unless (i) otherwise specified in the Promo Fine Print (as defined below) or otherwise stated prominently on the face of the Voucher or, (ii) you reasonably believe that individual obtained the Voucher in an unauthorized or illegal manner, in which case you shall immediately contact KP and explain the circumstances; (d) apply the Amount Paid of the Voucher to another service provided by you in the event you determine the particular service is not suitable and/or recommended in your sole discretion for that individual; and (e) comply with the terms and conditions stated on the Voucher without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the Voucher. You shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Offer (“Promo Fine Print”) in the Deal Request, and KP shall have no liability for the nature of your Promo Fine Print or your failure to specify appropriate Promo Fine Print terms.

3.6 BuildMyHealth® Promos Program; Expiration & Redemption.
You shall allow voucher holders to redeem any valid Vouchers for the Full Offer Value until the promotion’s stated date and time of expiration. KP will refund the amount paid to the purchasers of Vouchers who have not printed or viewed a mobile version of their voucher 24 hours after the Promotional Value Expiration, or as specified by law. Any Vouchers redeemed by you after the voucher use period are “Unauthorized Redemptions”. Unauthorized Redemptions are your sole responsibility. You may not report redemption data for Unauthorized Redemptions, and KP will not pay you for Unauthorized Redemptions.

3.7 License to Your Content.
You hereby grant KP a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to KP in your BuildMyHealth® Account or otherwise use to describe your Offer (“your Content”) in any and all media or formats in connection with KP’s fulfillment of its rights and obligations under these Terms, including the promotion of Offers and distribution of vouchers.

3.8 Press Release.
KP may, in its sole discretion, include you in any press release regarding the Offers described herein or identify you as a physician.

3.9 Utilization of Subscription/Membership Platform.
The DrWell Concierge Weight Management and Consumer Subscription Module. If the provider is manually processing monthly charges or using another automated system for monthly subscription/membership charges, the provider will be deemed non-compliant with the terms of their license and no further consulting services will be provided until renewed compliance is confirmed. This could result in the provider’s license being revoked without refund of their annual licensing fee. This module allows the provider to use the platform for processing payments for subscriptions or memberships, including those for medications that fall into the 5122 merchant category. DrWell ensures that payments processed by the provider’s patients through the platform will be processed by a high risk payment processor. This is part of the value of what the DrWell platform offers a provider. However, if the provider is processing subscriptions or other payments for high risk services through their own payment processor, this will be outside the purview of the DrWell platform. Similarly, if the provider is not using our accredited pharmacies, which are available when submitting prescriptions through the DrWell platform, but is instead using other unaccredited/research grade pharmacies outside of the DrWell platform and not vetted by DrWell, this may be cause for immediate termination of this contract with no refund provided.

Section 4: PAYMENT TERMS
For every subscription or package that includes medications, the cost of goods will be paid by KP/DrWell directly to the pharmacy. After withholding cost of goods and additional fees as described in 2.4 above, DrWell will pay out net proceeds to the provider at least once per month or possibly more frequently in the future.

Payment terms governing your Offer are as set forth below, unless you have a separate written agreement with KP expressly modifying the terms of your payment under a particular Program. For each BuildMyHealth® Promo Voucher that is viewed in a mobile format or printed and not refunded by KP following the expiration of the applicable Voucher’s promotional value expiration and prior to payment to you by KP (each individually a “Now Validated Redemption”), you will be paid an amount equal to: the Amount Paid, less a per-voucher offer fee, established on an Offer-by-Offer basis as a set in advance specific amount (the “Offer Fee Amount”). KP will pay you the Offer Fee Amount for all Validated Redemptions (the “Aggregate Net Offer Fee Amount”). KP will establish the Aggregate Net Offer Fee Amount due for a particular deal following the applicable deals’ promotional expiration, and will arrange for payment of any new Aggregate Net Amounts due in such form and on such a schedule as will be communicated at the time the Deal Request is established.

Section 5: TERM AND TERMINATION

5.1 Term.
These Terms are effective on the earlier of the date on which you first access the Physician Center through your Physicians Account, accept the Physician Account Terms, or submit a Deal Request. These Terms will remain in effect through the expiration of all vouchers’ amount paid or such earlier date as all vouchers are redeemed or refunded to their purchasers, unless otherwise earlier terminated as set forth below.

5.2 Termination.
KP may terminate these Terms and suspend your access to the Physician Account with one (1) day advance written notice for convenience, or immediately for cause if:
(a) you violate your redemption obligations with respect to any Offer made by you through KP’s programs and services;
(b) you fail to redeem or cause the redemption of any voucher to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers,
(c) you violate any of the material terms of these Terms or any other agreement you have with KP, or
(d) or otherwise misuse, repeatedly abuse Program guidelines or KP standards that have been communicated to you in advance, or in any way engage in conduct, which KP’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of KP or any KP customer.

5.3 Suspension of a Program Offer.
Notwithstanding anything herein to the contrary, you or KP may cancel or suspend a Program Offer through your Physician Account for any or no reason within six (6) hours of creating the Offer.

5.4 Obligations Upon Termination; Survival of Relevant Provisions.
Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid voucher, KP’s obligation to pay you for validly redeemed vouchers, or modify or eliminate your obligation to redeem any valid voucher pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.

Section 6: REPRESENTATIONS AND WARRANTIES

6.1 By Both Parties.
Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.

6.2 By You.
You represent and warrant to KP that: (a) you,
(i) are registered for sales, use or any other applicable taxes in all states and localities in which goods or services will be made available pursuant to the terms and presentation of the Voucher; and
(ii) will collect and remit any and all applicable state or local sales, use, and other similar taxes that may apply to the redemption of the Vouchers or the supplying of goods or services;
(b) your Content, your representations about your business, and your redemption process for vouchers, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party;
(c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to make any Offer and provide the goods or services described therein;
(d) you will provide the goods and services made available through any Offer in a manner consistent with industry best practices; and
(e) you have all rights necessary to grant the licenses set forth in these Terms.

6.3 NO FURTHER REPRESENTATIONS.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. KP DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER OR THE BuildMyHealth®S WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. KP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BuildMyHealth® SITE OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY KP (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE BuildMyHealth® SITE AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY VOUCHER AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN “AS AVAILABLE” BASIS.

Section 7: INDEMNIFICATION

7.1 By You.
You, at your sole cost and expense, shall defend, indemnify and hold KP, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, “Claims”) from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) (collectively, “Losses”) arising out of or relating to any of the following: (a) you (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a voucher; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding vouchers, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (f) your Content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

7.2 By KP.
KP, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) KP’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by KP (excluding KP’s use of materials provided or authorized for KP’s use by, you.)

7.3 Indemnification Process.
The Party seeking indemnification under this Section 7 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event KP is the indemnifying Party, KP shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without KP’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Section 8: COMPLIANCE WITH LAW AND AUTHORIZATIONS

8.1 General.
You will ensure that the terms of any Offer, any Fine Print, and your activities under the Agreement, including your redemption of the Vouchers, comply with any and all state, federal and local laws, rules regulations, and orders, including but not limited to the Credit Card Accountability, Responsibility, and Disclosure Act of 2009 and all laws that govern fee-splitting by health care professionals, prohibit kickback arrangements, or any false, unfair and deceptive practices, vouchers, gift cards, coupons, or gift certificates (collectively “Laws”). You understand and agree further that your compliance with Laws is a basic requirement, and that you must also comply with all of KP’s Program requirements and product-specific policies applicable to vouchers (“Rules”).

8.2 Healthcare Laws and Regulations.
You represent and warrant that all services provided in connection with any Offer are safe and comply with all applicable Laws regarding healthcare services, including but not limited to any applicable state medical practice act or regulations that apply to you, the physician self-referral law, 42 U.S.C. 1395nn (the “Stark Law”), and the Federal anti-kickback statute, 42 U.S.C. 1320a-7(b) (the “Anti-Kickback Statute”), and any applicable state statutes prohibiting fee-splitting or kickbacks by or to healthcare professionals such as physicians (collectively, “Healthcare Laws”). You shall ensure that your facilities, operations, and the terms of any Deal Request or Offer by You remain in compliance with all applicable Healthcare Laws during the term of these Terms. KP reserves the right to immediately terminate its relationship with you, and to refuse to promote your Offer, if it believes you do not fully comply with any or all applicable Healthcare Laws.

8.3 Authorization Documents.
You hereby represent and warrant that you have all rights and permissions necessary to provide or use any goods, services, or brands that you do not independently own as part of any Offer and to grant the rights to your Content granted under these Terms. Even if KP has accepted a particular Deal Request for your Offer, KP shall have no obligation to promote or to continue to promote, any Offer if it has any concerns about the integrity of said Offer. You shall immediately notify KP if, at any time during the term of the Agreement, you no longer have all necessary rights and permissions required to make the Offer available on the Site through the KP services.

8.4 Regulatory Documents.
You hereby represent and warrant that you have all obtained all governmental and professional licenses, approvals, and authorizations necessary to provide the goods or services included as part of such Offer. If requested, you shall provide KP with copies of licenses, proof of authorization or other appropriate documentation evidencing such regulatory permissions (“Regulatory Documents”). Even if KP has accepted the Deal Request for your Offer, KP shall have no obligation to promote or continue to promote your Offer if it has any concerns regarding the existence, integrity or veracity of Regulatory Documents it reasonably is relying on you to have and maintain. You shall immediately notify KP if, at any time during the term of the Agreement, you no longer have all rights and Regulatory Documents required to make the Offer available on the Site and through the KP services.

Section 9: CONFIDENTIALITY

9.1 Confidential Information.
Each Party agrees that (i) the terms set forth in a Physician Account are confidential, (ii) any information designated by the other Party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.

9.2 Obligation.
Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.

9.3 Irreparable Harm.
Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.

Section 10: INTELLECTUAL PROPERTY RIGHTS

10.1 KP’s IP.
You acknowledge that KP owns all right, title, and interest, including all intellectual property rights, in the BuildMyHealth® Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by KP to develop, promote, market, sell, generate, or distribute Offers and vouchers and otherwise perform under these Terms (collectively the “KP IP”). With respect to any Offer, you may use BuildMyHealth®’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use KP and BuildMyHealth®’s branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. Notwithstanding the above, you shall not use or display the KP IP in any manner that states or implies that KP has endorsed or approved the Offer or your products or services. Any use of KP IP shall comply with any KP usage guidelines posted on the BuildMyHealth® Site or provided to you from time to time. All goodwill and improved reputation in respect of and associated with the KP IP shall inure to the sole benefit of KP. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any KP IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the KP IP without the express written consent of KP. You shall not translate, reverse engineer, decompile or disassemble the KP IP. KP has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.

10.2 Customer Data.
You acknowledge that KP owns all data collected by, or on behalf of, KP pursuant to these Terms, including all information and data of individuals who may or do purchase vouchers (“Customer Data”). Subject to applicable Laws and in accordance with KP’s policies and procedures, KP shall not provide you with access to Customer Data, except: (i) to the extent such specific data is necessary for you to redeem or verify the validity of the Vouchers, and, (ii) to the extent that any potential purchaser is made aware by statements in the Fine Print, that providing or sharing certain information is required to redeem the voucher, if such sharing would not be implicit in the type of good or service being offered. Except to the extent required by Laws or otherwise authorized in writing by KP, you may not use Customer Data for any purpose other than to redeem the vouchers and service the Offer. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and KP’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify KP, and shall cooperate with KP in the investigation of such breach and the mitigation of any damages. You shall bear all resulting costs and expenses incurred by KP to comply with applicable Laws (including without limitation any data breach Laws). Upon termination or expiration of this Agreement, you shall, as directed by KP, destroy or return to KP all the Customer Data in your possession.

Section 11: LIMITATIONS OF LIABILITY; INSURANCE

11.1 LIMITATION OF KP’S LIABILITY.
KP’S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY KP PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL KP BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NOT LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY VOUCHER OFFERED UNDER THE APPLICABLE DR MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE VOUCHER AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.

11.2 NO CONSEQUENTIAL DAMAGES.
EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.

11.3 Insurance.
You represent and warrant that you have, and shall maintain at your expense and at all times during the term of these Terms, all types of liability insurance policies, with coverage in amounts that are customary for merchants and/or service providers in your region, consistent with best industry practices, and sufficient to fully comply with applicable Law and fulfill your obligations under these Terms. Upon KP’s request, you shall provide proof of your maintenance of such policies and provide assurances that indicate that KP will be covered by your insurance policies in the event of a claim arising under or in relation to, these Terms or any Offer.

Section 12: Binding Arbitration

12.1 Binding Arbitration.
The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the DR shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and KP; (c) the arbitrator shall apply Louisiana Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or KP’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, KP will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor KP shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at https://www.adr.org.

Section 13: MISCELLANEOUS

13.1 Electronic Communications and Notices.
You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from KP in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that KP provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Physician Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Merchant Account, and in KP’s case, to KP at KP Innovations, L.L.C., 1025 Marina Dr. , Slidell, LA, 70458.

13.2 Ownership of the Service and Marks.
Subscriber acknowledges that KP owns all right, title, and interest in: (a) the BuildMyHealth® Promos; (b) the Service; (c) any KP software provided in connection with the Service; (d) all trademarks, service marks, graphics, logos, trade names used by KP in connection with the BuildMyHealth® Promos; and (e) all improvements to the BuildMyHealth® Promos, including any and all improvements made at the suggestion of Subscriber.

13.3 Assignment.
You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without BuildMyHealth®’s prior written consent, and any attempt to do so shall be void and unenforceable.

13.4 Successors and Assigns;
No Third Party Beneficiaries. These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms, except as expressly set forth herein or in a particular Deal Request.

13.5 Governing Law and Venue.
This Agreement shall be governed by and construed under the laws of the State of Louisiana. The state courts of the State of Louisiana in East Baton Rouge Parish and, if the jurisdictional prerequisites exist at the time, the United States District Court for the Middle District of Louisiana, shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement.

13.6 Notices.
All notices, demands, or other communications herein provided to be given or that may be given by any party to the other shall be deemed to have been duly given when made in writing and delivered in person, or upon receipt, if deposited in the United States mail, postage prepaid, certified mail, return receipt requested, as follows:

Notices to KP:
Jonathan Kaplan, MD, MPH
KP Innovations, L.L.C.
1025 Marina Dr.
Slidell, LA 70458

With a required copy to:
Michael K. Leachman
Jones Walker LLP
8555 United Plaza Blvd.
Baton Rouge, Louisiana 70809
Fax. No. (225) 248-3120

Part 3: Digital Acknowledgements of These Agreements

 We currently have no record of you having agreed to these terms. When you do, the date you agreed will appear here.