THIS SOFTWARE AS SERVICE AGREEMENT (the “Agreement”) is made and entered into effective as of  05/06/2022 (the “Effective Date”) by and  between Apollonger Digital Services LLC dba Kif Doctors,(” “Service Provider” or shortly “Provider” “) and Doctors Name (“Company”). For purposes of this Agreement, Company and Provider are each a “Party” and collectively are “Parties.”

WHEREAS, Company provides healthcare services in the State of Wyoming; Provider is a company specializing in providing IT, software services to healthcare professionals; and the parties desire that Provider gives a right to use Provider’s software as service , and any applicable services or programs, described in Section 2 of this Agreement (collectively the “Services”). The term “Program” refers to the software products owned or distributed by Provider to which Provider grants access to Company, including program documentation and any program updates , administrative services connected with the use of the Program, provided as part of the services. to Company, , on the terms and conditions contained in this Agreement. NOW, THEREFORE, the parties to this Agreement do hereby agree as follows:

1. Relationship of Company and Provider.
   A.  Appointment of Provider.
   “Practice Site” or “Platform” shall mean the website and/or mobile app that is a hub for services managed, administered, and marketed by Company pursuant to this Agreement. During the Term of this Agreement, Company hereby appoints Provider as the sole and exclusive provider of software as service, and some related to the use of such Service, administrative, and/or other specified services set forth hereunder at the Practice Site, and Provider hereby agrees to furnish Company with such services, in accordance with the terms and conditions set forth in this Agreement.
   B.  Retention of Authority and Control by Company of Professional Services.
   Notwithstanding the authority granted to Provider in this Agreement, Provider and Company agree that Company shall at all times exercise overall control of the operations of the practice conducted by Company, and shall retain legal responsibility for all professional services (“Professional Services”) and ethical matters. Provider’s duties for Company under this Agreement shall be purely non-clinical and administrative in nature. This Agreement shall in no way be construed to mean or suggest that Provider is engaged, or permitted to engage, in the practice of medicine, psychology, or any licensed healthcare activity.
   C.  Company Services and Obligations.
   (1) Provision of Professional Services. Company shall provide patients with Professional Services during the Term of this Agreement in a competent, professional, and ethical manner, in accordance with prevailing standards of medical practice, and all applicable laws and regulations.
   (2) Taxes. All taxes, if any (for example, sales, use, or similar taxes), on the services hereunder shall be the responsibility of Company (other than taxes on Provider’s net income from the services hereunder).
   (3) Name, Logos, Marks. During the Term of this Agreement, neither party shall use the name, logos, trademarks or service marks of the other (the “Marks”) without the other’s prior written consent, except that each party shall have the non-exclusive right to utilize the Marks identifying the other, solely for the purpose of identifying Provider as administrator of the practice of Company at the Practice Site. Nothing contained in the Agreement shall give either party any right, title, or interest in any of the other’s Marks other than pursuant to the terms of this Agreement.
2. Provider’s Services. Provider shall provide the following services with respect to the practice conducted by Company.
   A.  Services. Provider shall provide the following Services with respect to the practice conducted by Company: (1)  Operational and software services. Provider will provide operational and software services, including the right to use Platform , Program by Company, and access to payment services (such as equoSwipe), electronic signature services, and patient visit records management; (2)  Consulting. Provider will advise Company regarding use of Provider’s platform, as well as access to certain information relevant to industry developments and standards; (3)  Verification Service. Provider will communicate with dispensaries regarding patient verification; (4)  Insurance and License Renewal Reminders. Provider will send Company insurance and license renewal reminders; (5)  Messaging Service. Provider will provide a messaging service for Company to communicate with its patients; (6)  Billing and Collection Services. Provider shall provide Company with billing and collections services, and Company hereby appoints Provider as Company’s exclusive agent for such services, at the Practice Site, with rights and obligations as follows. Company shall have a enroll with equoSwipe, which account terms shall provide how that patient revenues for services at the Practice Site will be paid by equoSwipe to Company less the Compensation (as defined below), which will be paid by equoSwipe to Provider.
   PROVIDER GIVES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE “equoSwipe”. IN NO EVENT PROVIDER SHOULD BE LIABLE FOR THE USE OF EQUOSWIPE BY THE COMPANY. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE EQUOSWIPE PROGRAM IS WITH COMPANY. PROVIDER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE EQUOSWIPE WILL MEET COMPANY’S REQUIREMENTS OR THAT THE OPERATION OF EQUOSWIPE WILL BE UNINTERRUPTED OR ERROR FREE.
   ALL THE TERMS APPLICABLE TO THE USE OF EQUOSWIPE SHALL BE GOVERNED AND REGULATED BY THE TERMS OF USE OF EQUOSWIPE. B.  Personnel. Provider shall employ and provide to Company for administrative personnel (collectively, “Personnel”) that Provider determines to be necessary or appropriate for the efficient and proper operation of Company’s practice at the Practice Site. For example, this will include customer support with respect to Company’s platform.
   C.  Practice Site. Provider shall provide to Company, the Practice Site as an online portal for consumers to engage Company for the performance of health care services.
3. Compensation To Provider.
   In consideration for the performance of all of its duties and obligations as provided in this Agreement, Provider shall receive compensation (“Compensation”), as defined in accordance with the provisions set forth in  Appendix 1 (Compensation), attached hereto and incorporated herein, as such Appendix may be amended from time to time by Provider in its sole discretion, upon written notice to Company (based upon fair market value and Provider’s costs in performing the services hereunder). The Parties, having considered various compensation formulae, acknowledge and agree that in order for Provider to receive a fair and reasonable return for its services and obligations under this Agreement; and further agree that the compensation arrangement under this Agreement is not excessive, but is reasonable under the circumstances. Provider may furnish (or cause to be furnished to) Company with a monthly accounting of the calculation of the Compensation.
4. Ownership.
   A. Provider retains all rights not expressly granted to Company in this Agreement. Company agrees to protect and maintain the confidentiality of the Services, and not to disclose the Services to any third parties except as expressly permitted in this Agreement. Nothing in this Agreement grants any ownership, title, intellectual property rights by Provider to Company.
   B.  Restrictions. Provider provides Services “as is” with all defects and without warranty or conditions of any kind. Company agrees that Provider shall not be liable for any damages whatsoever relating to Company’s use of Services. In no event shall Provider be liable for any damages relating to the functionality, maintenance or standardization of any of the Services.
   Company will notify Provider of any errors or deficiencies in the Services, suggestions for improvements, developments, compatibility problems, and other information regarding the Services (collectively, “Comments”). Company acknowledges that Provider may or may not incorporate Comments; Provider does not warrant that it will correct all defects in the Services; Company acknowledges and agrees that any use of the Services shall be at Company’s own risk.
   Except as expressly set forth in this Agreement, or as otherwise authorized in writing by Provider, Company may not: (1) download, transmit, copy, store, make back-ups of, reverse compile, adapt, publish, or distribute the Services in any form or by any means; (2) decompile, reverse engineer, disassemble, or attempt to derive the source code of, modify, or create derivative works or allow any third party to do so, with respect to the Provider’s Services; (3) assign, transfer, sell, lease, rent, charge, sublicense, or otherwise deal with Services on behalf of any third party or make available the same to any third party; (4) remove or alter any copyright or other proprietary notice on any of the ServicesAny attempt to do so is a violation of the rights of the Provider. If Company breaches this restriction, Company may be subject to prosecution and damages.
   C.  Rights granted. Subject to the terms and conditions of this Agreement and to Company’s payment of the applicable fees, Provider grants Company a non-transferable, non-exclusive, non-assignable, revocable, limited right to use the Services solely for its internal business purposes and in compliance with these terms and any other applicable agreements.
   In providing Services, Provider is not engaged in rendering medical advice, diagnosis or other medical or professional or clinical services. Company must exercise professional judgment when using any Service and take sole responsibility for its use, including but not limited to responsibility for compliance with licensing, scope of practice, and all other applicable laws.
5. Term and Termination.
   A.  Term of Agreement. The initial term of this Agreement (“Term”) shall commence on the Effective Date and continues until terminated under Section B below. Company may use the Services pursuant to this Agreement and for the period of time set forth in this Agreement or until such Agreement is terminated by either party in accordance with this Agreement.
   B.  Termination.
   (1)  For Cause. Either party may terminate this Agreement for cause upon the material breach of this Agreement by the other party, if such breach is not cured within ten (10) days following written notice of such breach.
   (2)  By Provider. Provider may terminate this Agreement immediately for any reason, without cause, upon written notice to Company.
   C.  Effect of Termination. Upon termination of this Agreement, Company shall return all documents, data and other materials or information that constitute “Confidential Information” as defined below, and return all copies of (and cease using) theServices, and immediately cease using any trade name, trade or service mark or other commercial symbol that suggests a connection or association with Provider. Termination of this Agreement shall not relieve either Party of any obligation to the other in accordance with the terms of this Agreement with respect to services furnished prior to such termination or expiration.
6. Covenants.
   Company covenants and agrees that, at all times during the term hereof, Company will meet all applicable licensing and registration requirements, and conduct clinical practice in accordance with all governing laws and regulations.
7. Records.
   A.  Patient Records. Company shall own all patient records (including images) with respect to all services billed in the name of Company. Company (or, as applicable, its healthcare professionals) shall be solely responsible for making all entries on all such records. Such records shall at all times be owned and controlled by Company, but: (i) may be stored at various locations, and may be maintained, inspected, or copied by Provider, on behalf of Company, in connection with Provider’s performance of services under to this Agreement; and (ii) in the event of a termination of this Agreement, Company understands that Provider retains a copy of such records related to such services, and may contact customers listed on those records, consistent with applicable privacy law. Each of Company and Provider shall comply with all applicable laws and regulations relating to patient records.
   B.  Business Records. All business and administrative records maintained by Provider in connection with the Management and Administrative Services provided by Provider shall be Provider’s property. Notwithstanding Section 7A above, Provider shall maintain a record of basic contact information of individuals that visit its Practice Site or Platform (“Clients”); such records shall be considered business and administrative records, and Provider shall have the right in its sole discretion to contact the Clients with respect to matters such as feedback and quality assurance, and (subject to HIPAA and Wyoming law) future services by Provider and its affiliates and contractors.
8. Insurance; Indemnification.
   A.  Company. During the Term of this Agreement, Company shall maintain, at its cost and in its name: (i) comprehensive general liability insurance coverage in the minimum amount of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate, applicable to Company and its employees and agents; (ii) professional liability insurance in the minimum amount of one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) annual aggregate, applicable to Company and its employees and agents; and (iii) workers’ compensation insurance in accordance with applicable state law to the extent Company employs any personnel directly. Such policies shall also provide that Provider shall be notified at the same time as Company in the event of a proposed or actual cancellation, expiration or non-renewal of Company’s insurance coverage, and shall provide for “tail” coverage (i.e., an extended reporting endorsement) with the same coverage limits set forth above, within ten (10) days of such termination or expiration.
   B.  Indemnification. Company shall indemnify and hold Provider harmless from and against any and all liability, loss, damage, cause of action, cost, or expense (including reasonable attorney’s fees) arising out of, or in any way connected with, any negligent or intentional act or failure to act, any breach of any representation or warranty under this Agreement, or any other wrongful conduct by Company, its shareholders, agents, employees, or subcontractors in the performance of its duties under this Agreement.
9. Compliance with Laws.
   The obligations of Provider pursuant to this Agreement shall be subject to any limitations or restrictions which may be imposed by law or regulation. The Parties agree that the aggregate compensation being paid by Company over the Term of this Agreement represents the fair market value of the contemplated services hereunder, and a fair and reasonable return for Provider’s expenses and obligations hereunder, in an arms’ length transaction and is not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the Parties.
10. Non-Disclosure of Provider’s Professional and Business Practices, Trade Secrets, or Privileged Information.
    A.  Confidentiality. The Parties covenant and agree that they will keep the terms of this Agreement completely confidential and will not hereafter disclose such information concerning this Agreement to any person other than (i) their attorneys, accountants, financial advisors, lenders, or prospective purchasers, (ii) as needed to enforce the terms of this Agreement, or (iii) as required by law. Further, each Party hereby agrees that it and its officers, owners, directors, employees, agents, and advisors (collectively, “Representatives”) will use the confidential information of the other Party (“Confidential Information”) in good faith solely in connection with this Agreement and for no other purpose, that the Confidential Information will be kept confidential, and that the Party and its Representatives will not disclose without prior written consent of the other party any of the Confidential Information in any manner whatsoever or use it for any purpose except as necessary to perform its obligations hereunder;
    Confidential information does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure (ii) was independently acquired or developed by the non-disclosing Party or its Representatives without breach of this Agreement, or (iii) becomes available to the non-disclosing Party or any of its Representatives on a non-confidential basis from a person (other than the disclosing Party or any of its Representatives) who, to the non-disclosing Party’s knowledge, is not and was not bound by a confidentiality agreement with the disclosing Party, or is not and was not otherwise prohibited from transmitting the information to the non-disclosing Party or its Representatives.
    Each Party agrees to provide the other with prompt notice of a requirement of disclosure prior to such disclosure so that the other Party may seek a protective order or other appropriate remedy. All Confidential Information is provided “as is,” without warranty of any kind, and the non-disclosing Party shall not be liable for any damages whatsoever relating to recipient’s use of such Confidential Information.
    B.  Remedies. Company acknowledges that any violation of this Section 10 would result in irreparable injury to Provider, and the remedy at law would be inadequate. Accordingly, Provider shall be entitled to injunctive relief in addition to any other remedies to which Provider may be entitled at law or in equity.
11. Independent Contractor.
    The relationship between Provider and Company is not any relationship other than that of independent contractors. Each party is responsible for its own activities, professionalism and ethics. The parties hereto understand that Provider, in its capacity as Provider, does not provide health care services and shall not employ, engage or supervise Company in his or her provision of such services. Each party hereto shall be solely responsible for the compensation, benefits, insurance coverage, employer taxes and any other obligations of its own employees or independent contractors.
12. General Provisions.
    A.  No Assignment. Unless otherwise permitted in this Agreement, neither party hereto shall assign any of its rights, nor delegate any of its duties under this Agreement, without first obtaining the express written consent of the other party. Subject to the foregoing restriction, this Agreement shall be binding on the parties hereto and their successors and permitted assigns. Notwithstanding the foregoing, Provider may assign this Agreement, without Company’s prior written consent, to any entity that purchases more than fifty percent (50%) of Provider or that acquires substantially all of Provider’s business assets (including direct and indirect ownership interests in entities conducting business operations). Further, notwithstanding the foregoing, Provider may assign the proceeds of this Agreement without Company’s prior written consent.
    B.  Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business, and other purposes of such void or unenforceable provision.
    C.  Notice. Any and all notices, demands, requests, and other communications required or permitted to be given hereunder shall be in writing and shall be given by overnight courier or by certified U.S. mail (with return receipt requested), or via email, addressed as follows:

1. 
   
   or as otherwise indicated by notice given in accordance with this provision. If delivered by overnight courier, such notice shall be effective on the date of delivery to the address indicated above if delivered on a business day, otherwise such notice shall be effective on the next succeeding business day. If delivered by certified U.S. mail, such notice shall be effective on the third business day after the date of mailing. If delivered by email, such notice shall be effective on the first business day after the date the email was sent.
   D.  Waiver. A waiver by either party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of the performance of any other obligation hereunder.
   E.  Entire Understanding. This Agreement and any exhibits attached hereto contain the entire understanding of the parties hereto relating to the subject matter contained herein, and supersede all prior and collateral agreements, understanding, statements and negotiations of the parties. This Agreement can only be changed, modified, amended, rescinded or supplemented by a written agreement executed by both parties; provided, however, that as noted in Section 3, the Compensation may be amended from time to time by Provider in its sole discretion, upon written notice to Company (based upon fair market value and Provider’s costs in performing the services hereunder).
   F.  Governing Law. The laws of the State of Wyoming (without giving effect to its conflicts of law provisions) shall govern all matters arising out of or relating to this Agreement, including, but not limited to, its validity, interpretation, performance, enforcement, and construction.
   G.  Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Sheridan, WY, before one (1) arbitrator. The arbitration shall be administered by AHLA Alternative Dispute Resolution Service Rules of Procedure for Arbitration, in Los Angeles. Judgment on the award may be entered in any court having jurisdiction. This provision shall not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator. Each party has read and understood this section and understand that it thereby agrees to submit any claims arising out of this Agreement to binding arbitration, and that this dispute resolution provision constitutes a waiver of the Party’s right to a jury trial. However, prior to either party initiating Arbitration of any dispute, the parties agree to attempt mediation of the dispute with a mutually agreeable trained mediator in Contra Costa County. “Trained mediator” means a professional with actual training and experience in the field of Mediation and/or dispute resolution. EACH PARTY HAS READ AND UNDERSTANDS THIS SECTION and UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, THE PARTY AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO MEDIATION AND ARBITRATION, AND THAT THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN THIS SECTION CONSTITUTE A WAIVER OF THE PARTY’S RIGHT TO A JURY TRIAL.
   H.  Attorney’s Fees. Should either party institute any action or proceeding, including without limitation arbitration, relating to this Agreement, the prevailing party in any such action or proceeding shall be entitled to receive from the other party all costs and expenses, including reasonable attorney’s fees, incurred in connection with such action or proceeding.
   I.  Limitation of Liability. Under no circumstances shall Provider be liable to Company or any third party for consequential damages, punitive damages, incidental damages, or damages for harm to business, lost revenues, profits, or goodwill, or any other special or exemplary damages, whether the claim is based on negligence, breach of contract or express or implied warranty, strict liability, misrepresentation, statute, tort, or any other theory of recovery, even if either party knew or was advised that such damages could or may result. Provider disclaims any obligations, representations, or warranties, whether express or implied, that are not expressly set forth in this Agreement including any warranty of merchantability or fitness for a particular purpose. Provider’s maximum liability in respect of any loss or damage suffered by Company and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the value of sums paid by Company to Provider in relation to this Agreement pursuant to which the relevant loss or damage has arisen.
   J.  Execution. Delivery of an executed counterpart of this Agreement may be made by fax, email, or other electronic transmission, and as such shall be deemed to be a written and signed original for all purposes. This Agreement is effective only upon signed acceptance by both parties. By their signatures on this Agreement, each of the signatories to this Agreement represent that they have the authority to execute this Agreement and to bind the Party on whose behalf their execution is made. This Agreement when mutually executed constitutes the legal, valid and binding obligation of the Parties enforceable in accordance with its terms.
   K.  Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement (other than financial obligations, including payment of amounts due) if such failure or delay is the result of any of the following (each, a “Force Majeure Event”): labor dispute; act of God; inability to obtain labor or materials; accident; future law, regulation, ordinance, or requirement of any governmental or regulatory agency; or any other event which is beyond its reasonable control. Notwithstanding the foregoing, a Force Majeure Event does not include economic hardship, reduction in reimbursement, changes in market conditions, or insufficiency of funds. This Section shall not, however, release such Party from using its reasonable efforts to avoid or remove such cause and such Party shall resume performance hereunder with the utmost dispatch whenever such causes are removed.
   L.  Third Parties. Nothing in this Agreement creates, or will be deemed to create, any third party beneficiaries of or under this Agreement.
   M.  Survival of obligations. Such Sections shall survive termination or expiration of this Agreement: 4A, 5C, 7B, 8B, 10, 12B, 12F, 12H, 12I, 12J, 12K, 12L, 12M.

IN WITNESS WHEREOF, this Agreement is executed effective as of the Effective Date.