Master Service Agreement

Effective Date: the date recorded in the Customer acceptance receipt

This Master Service Agreement made as of the Effective Date together with, as applicable, the Terms of Service (“TOS”) and the Privacy Policy (“Privacy Policy”) (the TOS and Privacy Policy are both available by accessing https://www.healthaislelearn.ca/, the Order Form (attached hereto as Schedule A), schedules, appendices, attachments and annexes by and between The Health Aisle Inc. (the “Company”) and the Customer (as defined below and as undersigned), shall govern the agreement between the parties (the “Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY. The Customer acknowledges that the Terms of Service and Privacy Policy referenced above govern the Company’s direct relationship with end users (including the Customer’s patients) when they access and use the Services, and the Customer shall not interfere with or contradict that relationship. The Customer’s own data-protection obligations and the Company’s role as Agent under the Personal Health Information Protection Act, 2004 (Ontario) are addressed in the Data Processing Agreement attached as Schedule B (the “DPA”). The Customer is advised to revisit the Terms of Service, Privacy Policy, and DPA periodically to familiarize itself with any changes.

Services & Fees

Subject to the Customer’s compliance with the terms and conditions of this Agreement, the Company hereby agrees that during the applicable term of an Order Form entered into under this Agreement (each, an “Order”), the Customer has the non-exclusive, non-transferable, non-sublicensable license to use the software service provided by the Company described by accessing https://www.healthaislelearn.ca/ (the “Services”).

Customer will pay the Company for the Services as set forth in each Order Form in Schedule A (the “Payments”). Unless otherwise specified in an Order Form, Payments must be made in advance on the first day of each pay period specified in the applicable Order. Unpaid invoices are subject to a finance charge at the rate set out in the applicable Order Form, or where no rate is specified, at the maximum permitted by law, plus all reasonable expenses of collection. The Company may revise any fees for the Services at the end of any Initial Term (as defined in the applicable Order) and/or any Renewal Term (as defined in the applicable Order), provided that the Company shall give the Customer at least thirty (30) calendar days’ prior written notice of any such fee revision.

Revenue Share Fee: Where the Customer monetizes courses, content, or other items through the Services, the Company shall be entitled to a revenue share fee (the Revenue Share Fee). The applicable Revenue Share Fee, including its calculation, rate, and any differentiated treatment for the Customer, shall be as set out in the applicable Order Form. Unless otherwise specified in the Order Form, the Revenue Share Fee will be deducted from the gross proceeds prior to remittance to the Customer, or billed to the Customer separately, as determined by the Company. The Company may revise the Revenue Share Fee on the prior written notice required by this Section.

The Customer will be responsible for all taxes associated with the Services other than taxes based on the Company's net income. Unless otherwise specified in this Agreement or within an Order, ALL PAYMENTS ARE NON-REFUNDABLE, NON-CANCELLABLE, AND NOT SUBJECT TO SET-OFF.

Sub-Users and Customer Responsibility

The Customer is fully responsible and liable for all access to and use of the Services by practitioners, employees, contractors, administrators, and any other individuals authorized by the Customer to access the Services under the Customer’s account (each, a Sub-User). Without limiting the foregoing: (i) all acts and omissions of Sub-Users shall be deemed acts and omissions of the Customer; (ii) the Customer shall ensure that each Sub-User is bound by, and complies with, terms no less protective of the Company than this Agreement and the TOS; (iii) the Customer shall promptly disable access for any Sub-User whose authorization ends; (iv) account credentials shall not be shared, and each Sub-User must use individual login credentials; and (v) the Customer is solely responsible for the conduct, content, professional credentials, scope of practice, and regulatory compliance of each Sub-User.

Term and Termination

Term of Agreement & Orders

This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement. On the date of termination of this Agreement, all issued Orders under the Agreement will also terminate unless otherwise agreed by the parties in writing. All sections of this Agreement which by their nature should survive termination, will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. The term of Orders, including the Initial Term (as defined in the Order) and any Renewal Term(s) (as defined in the Order) shall be outlined in the Order. Unless otherwise provided in the Order, after the Initial Term, such Order will automatically renew for the Renewal Term, unless the Customer provides the Company with at least 30 days notice prior to the end of the Initial Term or Renewal Term, as applicable.

Termination

Material Breach: Either party may terminate this Agreement and any applicable Orders in the event the other party materially breaches the terms of this Agreement or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof. The Company may immediately suspend the Service in the event it reasonably determines or believes that (1) there is unauthorized access to the Service via the Customer’s account, (2) continued provision of the Service may do material harm to the Company or its networks or systems or reputation or subject the Company to liability, or (3) the Customer materially breaches any term or condition in this Agreement.

Company Termination for Convenience: Despite anything to the contrary herein, the Company may terminate this Agreement and/or any Order made hereunder for any reason and without cause upon at least thirty (30) days prior written notice to the Customer.

Customer Termination for Convenience: Despite anything to the contrary herein, the Customer may terminate this Agreement and/or any Order made hereunder for any reason and without cause upon at least thirty (30) days prior written notice to the Company.

Ownership & Intellectual Property Use

Ownership: Except for the rights expressly granted herein, the Company reserves and retains all right, title, and interest in and to the Services which includes any related output, software, products, works, and other intellectual property (except for information, data, numbers, text, graphics, videos, and/or other material posted, linked, stored, shared and otherwise made available by an end user of the Services) created, used, or provided by the Company for the purposes of this Agreement. Any proprietary and intellectual property rights in and to the Services, including any content thereon, such as logos, videos, text, information, graphics, icons, images, as well as the selection, assembly and arrangement thereof and related materials, Company’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered (“Content”), are the property of Company and/or its licensors and are subject to copyright and other intellectual property rights under applicable laws. Nothing in this Agreement gives you the right to use Content without the Company’s prior written consent.

Practitioner Content Licence: The Customer retains all rights in, and is solely responsible for, the content, courses, materials, communications, and other items created, posted, uploaded, or made available by or on behalf of the Customer (including by any of its Sub-Users) through the Services (collectively, “Practitioner Content”). The Customer hereby grants the Company a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, reproduce, and otherwise use Practitioner Content solely to the extent necessary to (a) provide, operate, and deliver the Services to the Customer and its authorized end users (including patients); (b) process payments and remit proceeds in accordance with the applicable Order Form; and (c) maintain backups and perform routine administrative operations. Any use of Practitioner Content by the Company for promotional or broader purposes will require the Customer’s separate prior written consent. The Customer represents and warrants that it has all rights necessary to grant the foregoing licence and that Practitioner Content does not infringe the rights of any third party. Without limiting the foregoing, the Customer expressly authorizes the Company, as part of the licence granted above, to grant end users of the Services (including patients) limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licences to access and use Practitioner Content on the Company’s then-current end-user terms of service, on the terms and conditions the Company determines to be reasonably necessary to deliver the Services to those end users.

Customer Data: The Customer grants the Company a non-exclusive right to collect, analyze, and use aggregated and anonymized behavioral and usage data related to the Customer’s and its Sub-Users’ use of the Services to maintain, improve, and enhance the Services.

Right to Display Logo: The Company shall be permitted to use the Customer’s name, logo, and results under this Agreement and/or any Order for the Company’s marketing, promotional, and case study purposes, including but not limited to posts on the Company’s website, social media, presentations, and any sales, promotional, or marketing materials (“Company Marketing Material”). On request in writing by the Customer to the Company, the Company shall not be permitted to display the Customer’s logo in the Company Marketing Material.

Patient and End-User Terms

The Company makes the Services available to the Customer’s end users (including patients) on the Company’s then-current Terms of Service and Privacy Policy (the “End-User Terms”). The Customer acknowledges that: (a) the End-User Terms govern the Company’s direct relationship with end users, including with respect to account creation, purchases, refunds, user submissions, and privacy; (b) the Customer is responsible for setting the price of, and for the descriptions, accuracy, and clinical appropriateness of, any Practitioner Content it makes available through the Services; (c) the Customer shall not interfere with or contradict the End-User Terms in its communications with end users; and (d) the Company may modify the End-User Terms from time to time, provided that modifications materially adverse to the Customer’s commercial interests shall be subject to the notice provisions of this Agreement.

Acceptable Use

The Customer shall, and shall ensure that each of its Sub-Users shall, comply with applicable law and shall not, and shall not permit any third party to:

(a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services or the software underlying the Services, except to the extent enforcement of this restriction is prohibited by applicable law;

(b) make the Services available to, or use the Services for the benefit of, anyone other than the Customer and its authorized end users;

(c) sell, resell, license, sublicense, distribute, rent, or lease the Services to any third party, or include the Services in a bureau, time-sharing, or equivalent offering;

(d) publicly disseminate or disclose information regarding the performance or benchmarks of the Services;

(e) attempt to create a substitute, similar, or competing service through use of, or access to, the Services;

(f) circumvent any user limits, usage caps, or other restrictions built into the Services;

(g) remove any proprietary notices, labels, or marks from the Services;

(h) frame or mirror any content forming part of the Services;

(i) use any robot, spider, scraper, or other automated means to access the Services or to copy any material from the Services;

(j) introduce viruses, trojan horses, worms, logic bombs, or other malicious or technologically harmful material;

(k) attempt to gain unauthorized access to the Services or to any servers, networks, or accounts connected to the Services;

(l) use any data, content, or output obtained from the Services to train, improve, develop, or test an artificial intelligence or machine-learning model; or

(m) otherwise interfere with the proper working of the Services.

The Customer assumes responsibility for compliance with this Section by its Sub-Users. The Company may suspend or terminate access to the Services for any violation of this Section.

Copyright Infringement

The Company complies with the Canadian “Notice and Notice” regime under the Copyright Act (Canada). Upon receiving a valid notice of claimed copyright infringement concerning Practitioner Content, the Company will forward the notice to the Customer (or applicable Sub-User) and retain the records required by law. While the Company does not automatically remove content in response to such a notice, the Company reserves the right to remove content or suspend access for repeat infringers at its sole discretion or pursuant to a court order. The Customer shall cooperate with the Company’s compliance with the Notice and Notice regime, including by responding to forwarded notices in a timely manner. Notices of claimed copyright infringement may be sent to learn@thehealthaisle.com.

Sanctions

The Customer represents and warrants that neither the Customer, any of its Sub-Users, nor any person owning or controlling the Customer is (a) located in, or organized under the laws of, a country or territory that is subject to comprehensive U.S. or Canadian sanctions; or (b) listed on any U.S. or Canadian sanctions or specially designated nationals list, including the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list and the Consolidated Canadian Autonomous Sanctions List. The Customer shall not permit any sanctioned person to access or use the Services. The Company may immediately terminate this Agreement on becoming aware of any breach of this Section.

Privacy Rights Requests

If the Customer, any Sub-User, or any of the Customer’s personnel receives from an end user or patient any request to exercise privacy rights that relates to Personal Data or Personal Health Information Processed by the Company on the Customer’s behalf (including access, correction, deletion, portability, restriction, withdrawal of consent, or opt-out), the Customer shall: (a) promptly, and in any event within five (5) business days of receipt, forward the request to the Company at learn@thehealthaisle.com, together with any information reasonably necessary to identify the requester and the scope of the request; (b) not respond substantively to the requester in a manner that would prevent the Company from responding within the applicable statutory timeframe; and (c) cooperate with the Company as reasonably necessary to enable a timely and complete response. Where the request concerns Personal Health Information for which the Customer is the Health Information Custodian, the Customer remains responsible for its own PHIPA obligations in respect of the request, and the Company will provide reasonable assistance in accordance with the Data Processing Agreement.

Confidentiality

During the terms of this Agreement, each party (a “Disclosing Party”) may disclose, under this Agreement to the other party (a “Receiving Party”) confidential and/or proprietary materials and information of the Disclosing Party (“Confidential Information”). All materials and information disclosed by a Disclosing Party to a Receiving Party under this Agreement and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Services, all pricing information and terms of this Agreement, are Confidential Information of the Company. A Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of the Disclosing Party. A Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section will not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing party’s Confidential Information, (iii) is disclosed to the Receiving Party by a third-party without restriction, or (iv) was in the Receiving party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. A Receiving Party may disclose Confidential information as required by law or court order; provided that, the Receiving Party provides the Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon the Disclosing Party’s request, the Receiving Party will return to the Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) a Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement, or to any prospective acquirer of the Receiving Party; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement and (b) all Feedback and the Services and Software will be solely the Company’s Confidential Information.

Healthcare Content Disclaimer

THE SERVICES ARE A TECHNOLOGY PLATFORM AND ARE NOT A PROVIDER OF MEDICAL, DIETARY, NUTRITIONAL, MENTAL HEALTH, NATUROPATHIC, PHARMACEUTICAL, DIAGNOSTIC, OR ANY OTHER HEALTHCARE SERVICE, AND DO NOT CONSTITUTE THE PRACTICE OF MEDICINE OR ANY REGULATED HEALTH PROFESSION. ANY COURSE, CONTENT, RECOMMENDATION, PROTOCOL, OR OTHER MATERIAL POSTED, CREATED, OR MADE AVAILABLE THROUGH THE SERVICES BY OR ON BEHALF OF THE CUSTOMER, ITS PRACTITIONERS, OR ITS SUB-USERS (COLLECTIVELY, “PRACTITIONER CONTENT”) IS THE SOLE RESPONSIBILITY OF THE CUSTOMER. THE COMPANY DOES NOT REVIEW, VERIFY, ENDORSE, OR ASSUME ANY RESPONSIBILITY FOR THE CLINICAL ACCURACY, SAFETY, EFFICACY, APPROPRIATENESS, OR REGULATORY OR PROFESSIONAL COMPLIANCE OF PRACTITIONER CONTENT, OR FOR THE CREDENTIALS, LICENSURE, SCOPE OF PRACTICE, OR CONDUCT OF THE CUSTOMER, ITS PRACTITIONERS, OR ITS SUB-USERS. THE CUSTOMER REPRESENTS AND WARRANTS THAT IT WILL ENSURE PRACTITIONER CONTENT IS REVIEWED BY APPROPRIATELY QUALIFIED HEALTHCARE PROFESSIONALS, IS ACCURATE AND CURRENT, COMPLIES WITH APPLICABLE LAW AND PROFESSIONAL STANDARDS, AND INCLUDES APPROPRIATE PATIENT-FACING DISCLAIMERS.

PHIPA Agent Status

For the purposes of Ontario’s Personal Health Information Protection Act, 2004 (PHIPA), the Company acts as an “agent” (as defined in PHIPA) to the “health information custodian” (the Customer or its Sub-Users that are health information custodians under PHIPA) and is not itself a health information custodian. The Company handles personal health information only on behalf of, and on the instructions of, the applicable health information custodian. The Customer represents and warrants that, where the Customer (or any of its Sub-Users) is a health information custodian, the Customer remains the health information custodian and is solely responsible for its own obligations under PHIPA and other applicable privacy laws, including obtaining and managing patient consent, responding to access and correction requests, breach notification, and maintaining appropriate information practices and audit logs. The Company’s handling of personal health information as an agent is further described in the Privacy Policy.

Disclaimer Of Warranty

THE SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. THE CUSTOMER EXPRESSLY AGREES THAT ITS USE OF THE SERVICES, THE CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM THE COMPANY IS AT THE CUSTOMER’S SOLE RISK. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation Of Liability & Indemnification

Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY (A “BREACHING PARTY”) NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OF THE SERVICES, DATA, OR ACCESS (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE BREACHING PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE BREACHING PARTY’S AGGREGATE LIABILITY IN CONNECTION WITH EACH ORDER (INCLUDING ALL LIABILITY UNDER THIS AGREEMENT THAT ARISES AS A RESULT OF SUCH ORDER) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)).

Notwithstanding the foregoing, the above limitations on liability shall not apply to limit the liability of the Breaching Party in the event the Breaching Party breaches any term of the Confidentiality section herein, or materially infringes on the intellectual property rights of a third party.

Indemnification: The each party (the “Indemnifying Party”) will defend, indemnify and hold the other party (the “Indemnified Party”) harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees), incurred by the Indemnified Party, arising from or in connection with: (i) the Indemnifying Party’s breach of any laws or regulations (including with respect to privacy); and (ii) the Indemnifying Party’s violation of any rights, including intellectual property rights of a third-party.

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, and the Customer agrees to cooperate with the Company’s defense of these claims.

Miscellaneous

1. Superiority: In the event that there is a conflict between this Agreement and the TOS, then conflicting terms shall be interpreted so as to minimize the extent of the conflict, provided that the interpretation is reasonable. If the conflict persists, then this Agreement shall be superior.

2. Benefit of the Parties: Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3. Assignment: Neither party shall, without written consent to the other, assign its rights and obligations under this Agreement. Notwithstanding the foregoing, the Company may assign its rights and obligations under this Agreement to an Affiliated Entity, where “Affiliated Entity” means, with respect to any specified entity, any other entity or person who, directly or indirectly, controls, is controlled by, or is under common control with such entity or person. Despite anything in this Section, this provision shall not prevent either party from entering into a bona fide merger, acquisition, or transaction resulting in the sale of all or substantially all of the assets of the particular party.

4. Governing Law: This Agreement shall be governed and construed in accordance with the laws of Ontario, and/or the federal laws of Canada as applicable therein, without regard to its conflict of law provisions.

5. Counterparts: This Agreement may be executed and delivered by facsimile or electronic signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6. Titles: The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

7. Notices: All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto. Notwithstanding the foregoing, all legal notices, privacy inquiries, copyright infringement notices, and other communications to the Company under this Agreement, the TOS, or the Privacy Policy may also be sent to learn@thehealthaisle.com.

8. Amendments and Waivers: Unless otherwise provided, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the mutual written consent of the Company and the Customer.

9. Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

10. Entire Agreement: This Agreement (including the schedules, attachments, exhibits , and appendices) and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.

11. Delays or Omissions: Other than as explicitly set forth herein, no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

12. Dispute Resolution: The parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. If the parties hereto are unable to resolve the matter following good faith negotiations, the parties shall hereby irrevocably and unconditionally submit to binding arbitration in the jurisdiction of Toronto, Ontario.

13. Force Majeure: Neither party shall be responsible for its failure to perform its obligations under this Agreement to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, epidemics, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control.

14. Time of the Essence: Time shall be of the essence in this Agreement.

15. Costs, Expenses, & Currency. Each party shall bear its own costs and expenses in connection with the negotiation, execution and delivery of this Agreement. Any reference to “$” or dollars herein shall, unless otherwise noted, mean the lawful currency of Canada.

16. Independent Legal Advice: The Customer acknowledges and confirms that prior to executing this Agreement, the Company requested that the Customer obtains independent legal advice with respect to the rights, obligations, disclaimers, and notices herein. The Customer confirms and agrees that: (1) the Customer has executed this Agreement under their own volition and without any duress whatsoever from the Company or any other person or entity; and (2) if the Customer did not obtain independent legal advice prior to executing this Agreement, the Customer will not in any proceeding relating to the enforcement of rights and obligations under this Agreement raise that as a defense or otherwise.

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IN WITNESS WHEREOF, the undersigned have caused this Master Service Agreement to be duly executed and delivered.

Company:

The Health Aisle Inc.

By: ___________________________

Name: Aliya Kassamali

I have authority to bind the Company.

Customer:

Legal name recorded in the Customer acceptance receipt

By: ___________________________

Name: Authorized signatory recorded in the Customer acceptance receipt

I have authority to bind the Customer.

Schedule A

Order Form

Company Information: Customer Information:

Order Details:

Order Information:

Additional Terms and Conditions:

Master Service Agreement: This Order Form is subject to the terms and conditions in the Master Service Agreement by and between the Customer and the Company (the “MSA”). Any term capitalized herein and not defined herein shall have the meaning prescribed to it in the MSA.

Taxes: All applicable taxes are in addition to the amounts shown herein.

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IN WITNESS WHEREOF, the undersigned have caused this Order Form to be duly executed and delivered.

Company:

The Health Aisle Inc.

By: ___________________________

Name: Aliya Kassamali

I have authority to bind the Company.

Customer:

Legal name recorded in the Customer acceptance receipt

By: ___________________________

Name: Authorized signatory recorded in the Customer acceptance receipt

I have authority to bind the Customer.