This Master Agreement is between Gersony Medical Media, Inc. d/b/a Medmovie for itself and its Affiliates (“Medmovie”) and the entity or individual entering into this Agreement (“Client”) and as otherwise identified in an order, quotation, purchase order, or other transaction document between Medmovie and Client or its Affiliates (“Order”). This Master Agreement sets forth the terms and conditions that govern the Order (collectively, the “Agreement“). “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party by greater than 50 percent of the voting rights or equity interests of a party.

1. SCOPE. Medmovie shall deliver the items specified in each Order. Client shall perform its responsibilities as set out in each Order.

2. LIMITED WARRANTIES; EXCLUSIVE REMEDIES. Medmovie represents and warrants for a warranty period of 90 DAYS from delivery that (i) the services shall be performed exercising the standards of care, skill, and diligence customarily provided by a professional performing work similar to that contemplated hereunder; and (ii) the deliverables will confirm in all material respects with the specifications. Upon any breach of such warranty, Medmovie shall, as the exclusive remedy of Client, promptly re-perform the services and correct the defect in the deliverables at Medmovie’s expense.

3. INDEMNIFICATION: (a) Medmovie agrees to defend, indemnify, and hold harmless Client from any and all third-party claims for breach of intellectual property rights of such third party. (b) Client agrees to defend, indemnify, and hold harmless Medmovie from any and all third-party claims for breach of intellectual property rights of such third party. (c) Each party shall reasonably cooperate with and assist, at their own expense, the indemnifying party in the defense of such claim. Neither party shall enter into any settlement without the other party’s express approval, not to be unreasonably withheld, conditioned, or delayed. THE FOREGOING SHALL BE THE EXCLUSIVE REMEDIES FOR SUCH CLAIMS.

4. DISCLAIMERS. EXCEPT AS SET FORTH IN THIS AGREEMENT, MEDMOVIE PROVIDES THE SERVICES AND DELIVERABLES, AS IS AND AS AVAILABLE. MEDMOVIE MAKES ABSOLUTELY NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. MEDMOVIE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

5. LIMITATION OF RECOVERABLE DAMAGES. IN NO EVENT SHALL MEDMOVIE BE LIABLE TO CLIENT, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA, REPORTS, DOCUMENTATION OR SECURITY, OR SIMILAR ECONOMIC LOSS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, OR FOR ANY CLAIM MADE AGAINST CLIENT BY ANY OTHER PARTY, EVEN IF MEDMOVIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.

6. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING UNDER SECTION 3 (INDEMNIFICATION) OR SECTION 18 (BREACH OF CONFIDENTIALITY), IN NO EVENT SHALL MEDMOVIE’S LIABILITY UNDER ANY CLAIM MADE BY COMPANY EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO MEDMOVIE RELATING TO THE DELIVERABLES OR THE AFFECTED SERVICE (AS APPLICABLE) UNDER THE PURCHASE ORDER, STATEMENT OF WORK, OR OTHER TRANSACTION DOCUMENT FOR WHICH THE ALLEGED LOSS OCCURRED.

7. Each party shall have the right to terminate the Agreement or any Orders as follows: (a) Either party shall have the right to terminate the Agreement or any Orders upon a material breach by the other party not cured within twenty (20) days, such cure period to commence upon the breaching party’s receipt of written notice from the non-breaching party setting forth an alleged event of material breach. (b) Unless otherwise specified in each Order, Recipient shall have NOT the right to terminate any Order for convenience. Early termination of this Agreement (except for termination by Client for breach by Medmovie) shall not relieve any fee obligations of Client under this Order.

8. Intellectual Property; Licenses. Except as otherwise agreed in writing, all right, title and interest in the deliverables, including all intellectual property rights therein, shall be owned exclusively by Medmovie or its licensors. All licenses granted to Client shall be set forth in the applicable Order. All other rights are reserved by Medmovie. The licenses granted in the Agreement are subject to Client’s compliance with all license terms and conditions specified in the Agreement.

9. Governing Law. This Agreement shall be governed by and shall be construed and enforced pursuant to and in accordance with the laws of the Kentucky, United States, without regard to its rules on conflicts of laws. The UN Convention on the Sale of Goods shall not apply.

10. Venue. The parties hereby consent to exclusive venue and jurisdiction for actions hereunder in the state and federal courts having jurisdiction over Kentucky, USA.

11. Relationship of Parties. Both parties agree that the Medmovie is an independent contractor. This agreement is not an employment agreement, nor does it constitute a joint venture or partnership between the Medmovie and Client. Nothing contained herein shall be construed to be inconsistent with this independent contractor relationship.

12. Assignment. Neither party may assign all or any part of this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary, either party may assign this agreement to an Affiliate or in connection with a sale of business, divestiture, merger, reorganization, or similar transaction.

13. Financial and Administrative Terms. Payment is due upon invoice, net 30 days. A monthly finance charge equal to 1.5% of any overdue amounts will be charged until all amounts are paid in full. All invoices to Client will be submitted to name and address on signature page or as otherwise specified in an Order. All remittances to Medmovie will be submitted to Medmovie at the address specified in the Order EIN 36-4059112.

15. Acceptance Process: Medmovie will afford Client reasonable opportunity to comment on all deliverables as they are being produced to ensure all technical and design specifications are consistent with the scope of work herein, including but not limited to: (i) with respect to an illustration, the rough and final illustrations, and (ii) with respect to an animation, the preliminary storyboard, final storyboard, and final animation. Once a deliverable is reviewed in its final form as set forth in the Order and accepted in writing by the Client’s Project Manager, the deliverable shall be deemed accepted under this Agreement. Any commercial use of a deliverable by Client shall be deemed to be an acceptance of the deliverable (whether or not additional changes to the deliverable are requested).

16. Credit. When applicable and practical, Client will credit Medmovie with “Copyright Medmovie.com” or “created by medmovie.com”.

17. Late Changes. Additional charges will apply for any Late Changes requested in writing by Client, and such Late Changes will be billed to Client at the hourly rates set forth in a new Order. Medmovie will continue to perform all work and services hereunder not directly affected by the cause of delay, and with respect to the portions of the work directly affected, Medmovie will take all reasonable measures to minimize the effect of the cause of delay. “Late Changes” means (i) changing or exchanging topics without new estimate or written approval of Medmovie; (ii) with respect to an illustration, a change to the rough after the rough has been approved in writing by Client or a change to the final after the final has been approved in writing by Client; (iii) with respect to an animation, a change to the preliminary storyboard after the preliminary story board has been approved in writing by Client or a change to the final storyboard after the final story board has been approved in writing by Client or a change to the final animation after the final animation has been approved in writing by Client; (iv) any material change in the scope of work agreed to in writing by the Parties under a Order. Notwithstanding the foregoing, any changes or delay resulting from force majeure conditions or from Medmovie’s failure to perform including but not limited to any failure to promptly request files or materials from Client shall not be considered as Late Changes.

18. Confidentiality. The recipient will only use the disclosing party’s non-public information (“Confidential Information”) to exercise the recipient’s rights and fulfill its obligations under the Agreement and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have confidentiality obligations to protect Confidential Information in accordance with this Agreement. The recipient will be responsible for compliance of Delegates with this Agreement. Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual

19. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties and merges and supersedes all prior discussions, writings and negotiations between the parties with respect to the subject matter hereof. No amendment to this Agreement shall be effective unless agreed to in writing by the parties.