Scenario Authoring Application

This Simclusive Scenario Submission Agreement (the "Agreement") is entered into by and between you and HealthCourse, Inc with offices at 545 West 45th Street, New York, NY 10036 ("HealthCourse") and shall govern your access to and use of HealthCourse's owned and controlled 'Simclusive' branded platform (the "Simclusive Platform"), including any scenarios, simulations, or related content you provide to or in connection with the Simclusive Platform (each, a "Scenario"), including, without limitation, any visual and/or audiovisual depictions of your name, image, likeness and/or biographical information embodied in such Scenarios, or that you otherwise provide or make available to us (including via email) (collectively with Scenarios, the "Scenario Submission Materials").

By clicking 'I agree' or otherwise submitting your Scenario Submission Materials to the Simclusive Platform, you unconditionally consent to and agree to the terms of this Agreement.

1. Proprietary Rights

   The following terms and conditions apply to you if you use the SP Service as a Standardized Patient:

   1. License Grant. You retain ownership of any and all intellectual property rights in and to the Scenario Submission Materials. By providing Scenario Submission Materials to or in connection with the Simclusive Platform, you hereby grant to us, our affiliates and subsidiaries during the applicable Exclusivity Period (as defined below) an exclusive, irrevocable, worldwide, sublicensable, and transferable right and license (but not the obligation) to reproduce, publish, display, perform, distribute, edit, modify, create derivative works from, translate, reformat, monetize, and otherwise use and exploit the Scenario Submission Materials, or any portion thereof, on or in connection with the Simclusive Platform and HealthCourse's business, including for the purpose of promoting and redistributing part or all of the Simclusive Platform to HealthCourse's customers and end-users in any format, and you hereby irrevocably waive any and all so-called moral rights with respect to the Scenario Submission Materials that you may have under any applicable law. You also grant each other user of the Simclusive Platform a worldwide license to access your Scenario Submission Materials through the Simclusive Platform, and use such Scenario Submission Materials as enabled by one or more features of the Simclusive Platform. The rights and licenses granted or waived pursuant to this Section 1 are collectively referred to as the "Submission License".
   2. Expiration of the Exclusivity Period. Following the expiration of the Exclusivity Period with respect to a Scenario, the rights granted to HealthCourse, its affiliates, and subsidiaries pursuant to the Submission License shall become non-exclusive solely with respect to such Scenario but otherwise shall continue in full force and effect subject to your rights of termination or removal pursuant to Section 4.
   3. Reservation of Rights. All rights not otherwise expressly granted herein are reserved by HealthCourse and you, as applicable.

2. Exclusivity Period Commencing on the date you provide a Scenario to the Simclusive Platform and continuing thereafter for a period of 48 months following the date each such Scenario is initially published on the Simclusive Platform (each such 48 month period, an "Exclusivity Period") you shall not, and shall not permit or authorize any third party to develop, provide, publish, display, distribute, license, promote, market, monetize, or otherwise exploit such Scenario (or any portion thereof) or any similar or derivative Scenario, to or in connection with any HealthCourse Competitor. "HealthCourse Competitor" means any individual, entity or business that (i) develops, implements, or provides online or digital training or educational content, products or services in the healthcare field, and/or (ii) provides, develops, or consults upon any product or service that may be substantially similar to or which competes (directly or indirectly) with the Simclusive Platform.

3. Royalties Provided that you are not in breach of this Agreement, for each Completed Session utilizing your Scenario via the Simclusive Platform, you shall be entitled to the following royalty: [$2.00 USD] USD (each a "Royalty"). Royalties, if any, shall be paid on a quarterly basis within 30 days following the end of each calendar quarter (i.e., March 31, June 30, September 30 and December 31); provided, however, that in the event the Royalties due are less than [$100.00 USD] for the applicable payment period, HealthCourse will withhold such Royalties until the next applicable payment period in which the total amount due is at least [$100.00 USD] (the "Minimum Royalty Threshold"). If required by law, HealthCourse will withhold taxes from such payments. For purposes of this Agreement, a "Completed Session" means an individual authorized user of the Simclusive Platform has completed a simulated session utilizing your Scenario with a standardized patient through the Simclusive Platform.

4. Termination and Removal Requests
   1. By HealthCourse. If you breach any term or condition of this Agreement, HealthCourse may terminate this Agreement, in whole or in part, if you fail to cure such breach within 30 days after receipt of notice of such breach; provided, however, that HealthCourse shall have right to terminate this Agreement, in whole or in part, immediately upon notice to you, without providing you with the right to cure, if you breach Section 2 of this Agreement.
   2. Removal Requests. You may request that a Scenario be removed from the Simclusive Platform upon written notice to HealthCourse identifying the Scenario(s) to be removed.
   3. Effect of Your Termination or Removal. Upon your termination of this Agreement pursuant to Section 4(a) or your request to remove one or more Scenarios pursuant to Section 4(b): (i) with respect to any Scenario(s) with a corresponding Exclusivity Period that has not yet expired, this Agreement including the Submission License shall continue in full force and effect with respect to such Scenario(s) until the expiration of each such Scenario's Exclusivity Period, and such Scenario(s) will be removed from the Simclusive Platform within 30 days of such expiration of the applicable Exclusivity Period; (ii) with respect to any Scenario(s) with a corresponding Exclusivity Period that has expired, such Scenario(s) will be removed from the Simclusive Platform within 30 days of the effective date of termination or the date HealthCourse receives your removal request, as applicable; and (iii) upon removal of the applicable Scenario(s) from the Simclusive Platform in accordance with the foregoing subsection (i) or (ii), as applicable, any accrued Royalties with respect to such Scenario(s) will be paid to you within 30 days of such removal of such Scenario(s), provided such accrued Royalties have satisfied the Minimum Payment Threshold.
   4. Effect of HealthCourse's Termination. Upon HealthCourse's termination of this Agreement pursuant to Section 4(a): (i) any Scenarios will be removed from the Simclusive Platform consistent with Sections 4(c)(i) and 4(c)(ii) above, as applicable; and (ii) any accrued Royalties shall be forfeited and HealthCourse shall have no further obligation to pay you Royalties or liability therefor of any kind.

5. No Obligation You acknowledge that HealthCourse is not obligated to exhibit or publish any Scenario Submission Materials at any time, and you acknowledge and agree that any decision by HealthCourse respecting the right to cease or continue use of any or all Scenario Submission Materials hereunder shall be in HealthCourse's sole and absolute discretion, subject to your rights of termination or removal pursuant to Section 4.

6. Representations and Warranties You represent and warrant that (i) you have the right, power, and authority to enter into this Agreement; (ii) your acceptance and delivery of this Agreement and the performance of your obligations do not conflict with, or constitute a default under any covenant, agreement, judgment, law, order or contract to which you are subject; (iii) you own or have obtained before delivery of your Scenario Submission Materials, all rights, registrations, and authorizations necessary for HealthCourse, its affiliates and subsidiaries to exploit such Scenario Submission Materials under the Submission License, in whole or in part, and no third party consents are or shall be necessary for HealthCourse to fully exercise all such rights herein granted, and such rights are and shall remain free and clear of any claims, liens, charges or encumbrances which may preclude HealthCourse's, its affiliates' and/or subsidiaries' exercise of such rights herein granted; (iv) the Scenario Submission Materials, including any Scenarios, and HealthCourse's, its affiliates' and/or subsidiaries' use thereof do not and will not violate any applicable laws or regulations and do not and will not infringe upon or otherwise violate or misappropriate any copyright, patent, trade secret, trademark, other intellectual property rights, or any other duties toward or rights of any person or entity including, without limitation, publicity or privacy; (v) you are at least 18 years old; and (vi) you are a legal resident of the United States or the District of Columbia (excluding territories and possessions).

7. Promotion You shall use reasonable efforts to promote the availability of your Scenarios on the Simclusive Platform at no additional cost to HealthCourse, e.g., by posting on your social media accounts.

8. Third Party Platforms You may be directed to and/or required to use a third party service, website, application, or platform ("Third Party Platforms") in connection with Royalty payments to you. You acknowledge and agree that your use of such Third Party Platforms are subject to the applicable Third Party Platform's respective terms, conditions and policies, and in the event of a conflict between such Third Party Platform's terms, conditions and policies and this Agreement, the terms, conditions and policies of such Third Party Platform shall govern and control. Complaints, claims, concerns, or questions regarding your use of any Third Party Platform should be directed to the applicable Third Party Service.

9. Indemnity
   1. By you. You, at your own expense, hereby agree to indemnify, defend and hold harmless HealthCourse, its parent, subsidiary, joint ventures, and affiliated parties, including their directors, officers and employees (collectively, the "Indemnified Persons"), against any and all costs, damages, and expenses, including but not limited to, reasonable attorneys' fees ("Claims") that may be brought against an Indemnified Person by a third party arising out of, resulting from, or caused by your breach or alleged breach of any representation, warranty, or covenant made in this Agreement.
   2. Procedure. In connection with any Claims arising under this section: (i) HealthCourse will provide you with written notice of any such Claim for which indemnification is sought and provide reasonable assistance to you upon request with respect to the defense and/or settlement thereof; (ii) HealthCourse will permit you to assume and control the defense and settlement of such Claim with counsel chosen by you and reasonably acceptable to HealthCourse; provided, however, that you will not enter into any settlement or compromise of any Claim, or admit to any wrongdoing by HealthCourse without first obtaining HealthCourse's prior written consent. HealthCourse reserves the right to retain independent counsel to advise it and participate in the defense of any such Claim at its own expense.

10. Disclaimer THE SIMCLUSIVE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” AND HEALTHCOURSE DOES NOT MAKE ANY SPECIFIC COMMITMENTS OR WARRANTIES ABOUT THE SIMCLUSIVE PLATFORM. FOR EXAMPLE, HEALTHCOURSE DOES NOT MAKE ANY WARRANTIES ABOUT: (I) THE CONTENT AND/OR ROYALTIES THAT MAY BE PROVIDED THROUGH THE SIMCLUSIVE PLATFORM; (II) THE SPECIFIC FEATURES OF THE SIMCLUSIVE PLATFORM, OR ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS; OR (III) THAT ANY SCENARIO SUBMISSION MATERIALS YOU SUBMIT WILL BE ACCESSIBLE ON THE SIMCLUSIVE PLATFORM.

11. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER HEALTHCOURSE NOR ITS AFFILIATES OR SUBSIDIARIES SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS TO, USE AND/OR OPERATION OF THE SIMCLUSIVE PLATFORM, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT HEALTHCOURSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR OR OUR AFFILIATES OR SUBSIDIARIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE ROYALTIES ACTUALLY PAID TO YOU PURSUANT TO THIS AGREEMENT DURING THE TWO (2) CALENDAR QUARTERS PRECEDING THE INCIDENT GIVING RISE TO THE APPLICABLE CLAIM.

12. Injunctive Relief You acknowledge that in the event of any breach or alleged breach of any of the terms of this Agreement by HealthCourse, your sole remedy will be an action at law for money damages. In no event shall you have, and you hereby waive, any right to seek or obtain injunctive or other equitable relief with respect to your Scenario Submission Materials, the Simclusive Platform, and/or the exercise of the rights granted to HealthCourse herein.

13. Governing Law This Agreement and the rights and obligations of parties hereunder shall be governed by and controlled by the laws of the State of New York, applicable to contracts made and performed therein without reference to the applicable choice of law provisions. All actions, proceedings, litigation, or other matters pertaining to/arising out of this Agreement will be instituted and prosecuted solely within the state or federal courts located within New York, New York.

14. Miscellaneous Each term or condition which by its nature should survive the termination of this Agreement will survive the termination of this Agreement, including Sections 2, 6, 9, 10, 11, 12, 13, and this Section 14. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes any prior or inconsistent agreements, negotiations, representations, and promises, written or oral. This Agreement may not be modified or altered except by a written instrument signed by the party to be charged. This Agreement binds and inures to the benefit of each party's permitted successors and assigns. HealthCourse may assign this Agreement or any part thereof, and HealthCourse may delegate any of its obligations under this Agreement. You may not assign this Agreement or any part thereof, nor transfer or sublicense your rights under this Agreement to any third party without HealthCourse's prior written consent in each instance. No waiver of any term or condition of this Agreement, or of any breach of this Agreement or any portion thereof, shall be deemed a waiver of any other term, condition or breach of this Agreement or any portion thereof. All notices shall be written and delivered personally, by email, prepaid registered mail, or by facsimile tested prior to transmission to the parties at the addresses set forth herein or such other address HealthCourse has on file, or as may be notified by a party from time to time and shall be deemed to be received on the day personally delivered, the first business day following facsimile transmission or the first business day following the date of mailing by prepaid registered mail, as applicable. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the parties shall at all times be and remain independent contractors.