Services Agreement

         This Services Agreement (this "Agreement"), dated as of May 1, 2023 (the "Effective Date"), is by and between Suportive, Inc., a Delaware corporation, with offices located at 919 North Market Street, Suite 950, Wilmington, New Castle, DE, 19801 (the "Service Provider") and you (the "Customer").
          In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
          1. Definitions.
                    "Agreement" has the meaning set forth in the preamble.
                    "Trained Facilitator" means a person who has acquired the skills, knowledge, and experience to lead and guide group discussions or activities in a particular setting or context. In the case of support groups, the facilitator helps create a safe and supportive environment where individuals can connect, share their experiences and provide mutual support and encouragement to each other. The facilitator's role is to foster constructive communication, encourage participation, manage group dynamics, and ensure that the group stays focused on its goals and objectives. While facilitators may have a background in therapy, their primary focus is on group dynamics rather than providing clinical services.
                    "Confidential Information" means any information that is treated as confidential by a party, including but not limited to all non-public information about its business affairs, products or services, Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential”.
                     "Customer" has the meaning set forth in the preamble.
                     "Disclosing Party" means a party that discloses Confidential Information under this Agreement.
                     "Force Majeure Event" has the meaning set forth in 16.
                     "Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
                     "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
                     "Losses" mean all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
                     "Person" means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
                     "Receiving Party" means a party that receives or acquires Confidential Information directly or indirectly under this Agreement.
                     "Service Provider" has the meaning set forth in the preamble.
                     "Services" mean the support group services to be provided by Service Provider under this agreement to Customer, as described in Section 2 of this Agreement.  
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          2. Services.
                    2.1 Service Provider shall instruct the Trained Facilitator to provide the following Services to Customer:
                              (a) Leading group discussions and activities to help achieve the group's goals and objectives.
                             (b) Providing guidance and support for group members to create a safe and supportive environment.
                              (c) Fostering positive communication and interaction among group members.
                              (d) Managing group dynamics and conflicts as they arise.
                              (e) Encouraging participation from all group members to promote inclusivity.
                              (f) Developing and implementing strategies to help achieve the group's goals and objectives.
                              (g) Providing feedback and constructive criticism to group members to facilitate growth.
                              (h) Helping to build a sense of community and mutual support among group members.
                    2.2 Trained Facilitator will provide the Services with the utmost professionalism and care, using their skills and experience to create an optimal experience for all group members. Customer understands that these services are not therapy services, and that Trained Facilitator will not provide clinical or therapeutic services to any group member.
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         3. Service Provider's Obligations.
                    3.1 The Service Provider shall:
                              (a) provide the services outlined in the service agreement, including leading group discussions and activities, providing guidance and support for group members, creating a safe and supportive environment, managing group dynamics and conflicts, encouraging participation from all group members, developing and implementing strategies, providing feedback and constructive criticism to group members, helping to build a sense of community and mutual support among group members, and assisting group members in developing new skills and knowledge.
                             (b) ensure that the Trained Facilitator maintains a high level of professionalism and adheres to ethical guidelines.
                              (c) provide the Trained Facilitator with necessary training, resources, and support to perform their duties effectively.
                              (d) ensure that the Trained Facilitator maintains confidentiality of all group discussions and personal information of group members in accordance with applicable laws and ethical guidelines.
                              (e) provide the Trained Facilitator with regular feedback and performance evaluations to facilitate growth and development.
                              (f) address any issues or concerns related to the Trained Facilitator's performance in a timely and professional manner.
                              (g) comply with all applicable laws and regulations governing the provision of the services.
                              (h) maintain complete and accurate records of the time spent and materials used by Service Provider in providing the Services in such form as Customer shall approve.

                    3.2 Service Provider is responsible for all Trained Facilitator and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers' compensation insurance payments, and disability benefits.
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          4. Customer's Obligations.
                    4.1 Customer shall:
                              (a) respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
                              (b) provide such information as Service Provider may request and in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects;
                              (c) pay  for the Services.
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                    4.2 If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer. Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
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          5. Fees and Expenses. The fee for the Services shall be based on a monthly subscription and depends on the type of account Customer has (the “Subscription Fee”). The Subscription Fee shall be determined by the number of unique user accounts or devices authorized to access the Services during the subscription period, as agreed upon between the Customer and the Service Provider. Once Customer provides this information to the Service Provider, Service Provider will notify Customer about the proposed Subscription Fee. The Subcription Fee may be changed by the Service Provider monthly without additional notice given to the Customer. The Customer shall be responsible for ensuring that the number of authorized user accounts or devices does not exceed the limit specified by the Service Provider. Any additional user accounts or devices accessing the Services shall require the Customer to purchase additional subscriptions at the then-current monthly subscription rate.
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          6. Confidential Information.
                    6.1 The Receiving Party agrees:

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                              (a) not to disclose or otherwise make available Confidential Information of the Disclosing Party to                                 any third party without the prior written consent of the Disclosing Party; provided, however, that                                 the Receiving Party may disclose the Confidential Information of the Disclosing Party to its officers,                                 employees, consultants, and legal advisors who have a "need to know", who have been apprised of                                 this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive                                 as those set forth in this 9;

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                             (b) to use the Confidential Information of the Disclosing Party only for the purposes of performing its                               obligations under the Agreement or, in the case of Customer, to make use of the Services and                               Deliverables; and

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                            (c) to notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the                              Confidential Information of Disclosing Party.
                            

                  6.2 If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and
                           (a) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such           disclosure or seeking a protective order or other limitations on disclosure.

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         7. Representations and Warranties.
                   7.1 Service Provider represents and warrants to Customer that:
                        (a) it is duly organized, validly existing and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;
                        (b) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;
                       (c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and
                        (d) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
                       (e) it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner and shall devote adequate resources to meet its obligations under this Agreement;
                       (f) it is in compliance with, and shall perform the Services in compliance with, all applicable Laws;
                       (g) the Services will be in conformity in all respects with all requirements or specifications stated in this Agreement

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8. Indemnification.
                                       The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any Action and cooperate with the indemnifying party at the indemnifying party's sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the indemnifying party's sole cost and expense. The indemnified party's failure to perform any obligations under this 11.4 shall not relieve the indemnifying party of its obligations under this ion 11.4 except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

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9. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN 12.3, IN NO EVENT WILL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED 10 TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER OR CUSTOMER.

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10. Disclaimers.
               10.1 Trained Facilitator does not provide medical advice or professional clinical counseling or other clinical or psychotherapy services, but rather  facilitate the conversation and/or discussion. In case.
              10.2 None of the advice provided by the Trained Facilitators should be considered medical or clinical advice and none of such information is intended as medical or clinical advice.
              10.3 Service Provider represents that Trained Facilitators shall not be licensed professionals or  have expertise in diagnosing, examining, or treating medical conditions of any kind, or in determining the effect of peer support on a medical condition.
               10.4 The information provided in or through the Services including by way of the coaches, is not intended to be a substitute for professional medical advice, diagnosis or treatment that can be provided by your doctor or physician, nurse, or any other medical or clinical healthcare professional.
             10.5 You accept full responsibility for all decisions and courses of action.

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11. Insurance. The Service Provider agrees to obtain and maintain, at its own expense, any necessary insurance coverage to provide the services outlined in this Agreement. Such insurance coverage shall be consistent with industry standards and sufficient to protect the Service Provider against claims for bodily injury, property damage, or other losses arising from the provision of services. The Service Provider shall provide proof of insurance coverage upon request by the Customer. The insurance requirements outlined in this clause do not limit the liability of the Service Provider or its obligations under this Agreement.

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12. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by an event beyond the reasonable control of the party, including but not limited to acts of God, war, terrorism, natural disasters, labor strikes, or any other event that is beyond the reasonable control of the parties (each, a "Force Majeure Event"). If a Force Majeure Event occurs, the party affected by such event shall promptly notify the other party of the occurrence of such event and the expected duration of such event. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably possible.

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13. Miscellaneous.
          13.1 The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
          13.2 Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement, or otherwise use the other party's trademarks, service marks, trade names, logos, symbols, or brand names, in each case, without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.
         13.3 All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by fax (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this n 17.4.

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If to Service Provider:
                                                                                 919 North Market Street, Suite 950, Wilmington, New Castle, DE, 19801
                                                                                 Email: Support@suportive.com
                                                                                 Attention: Support team
If to Customer:
                                                                                To the email address specified in the Customer’s account.

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         13.4 This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
         13.5 Neither party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
        13.6 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
       13.7 The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
       13.8 This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
      13.9 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
      13.10 This Agreement shall be governed by and construed in accordance with the internal laws of state of California without giving effect to any choice or conflict of law provision or rule that would cause the application of Laws of any jurisdiction other than those of the state of California. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the state of California, city of Orange County . Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
      13.11 Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
      13.12 Each party acknowledges that a breach by a party 6 (Confidentiality), may cause the non-breaching party irreparable damages, for which an award of damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
     13.13 If any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and court costs from the non-prevailing party.
     13.14 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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