PARTNER SERVICES AGREEMENT

SERVICES AGREEMENT (“Agreement”) by and between HEALLIST INC. (“Heallist”; “us”;“our”; “we”), and the party identified on the Partner Account Page (“Partner”;“you”), made and effective as of the date this Agreement is indicated by Practitioner as accepted (the “Effective Date”). By creating or using a Heallist Partner Account, you agree to comply with and be bound by this Agreement. Heallist and Partner may each be also referred to as a “Party” and collectively as the “Parties”.  

1. Partner Program Overview

Heallist provides a platform that connects wellness practitioners and aligned businesses, brands, and organizations ("Partners") through collaborative opportunities. Partner Accounts allow Partners to communicate promotional offers, sponsorships, affiliate programs, or other collaborations directly with practitioners.

2. Eligibility

To participate as a Partner, you must:

  • Operate a business, brand, or organization aligned with wellness, holistic health, or personal development;
  • Submit an application for review and approval by Heallist;
  • Agree to comply with all applicable laws and regulations.

Heallist reserves the right to approve or deny any Partner application at our sole discretion.

3. Partner Activities

Partners may:

  • Send collaboration offers and promotional opportunities to practitioners through the Heallist platform;
  • Participate in eligible sponsored programs or promotional features offered by Heallist.

Partners may not:

  • Engage in spam, high-pressure sales tactics, misleading communications, or solicitation unrelated to wellness or holistic health;
  • Use practitioner data obtained through Heallist for off-platform marketing without express permission;
  • Misrepresent their business, services, or affiliations.

4. Communications and Messaging

  • All messages sent through Heallist must clearly identify the sender as a "Partner."
  • Partners are subject to messaging limits as determined by Heallist.
  • Practitioners may opt-out of receiving Partner communications at any time.
  • Mass messaging or external unsolicited communications are prohibited unless otherwise authorized.

5. Fees and Payment

  • Partner Accounts are currently offered free as part of a Pilot Program.
  • In the future, Heallist may implement paid subscription tiers for Partner Accounts, with advance notice provided to you.
  • Failure to pay any applicable fees may result in suspension or termination of your Partner Account.

6. Partner Visibility and Promotions

  • Partners may be listed in a future public Partner Directory, subject to additional terms and conditions.
  • Heallist may offer optional sponsored placements, event sponsorships, or co-branded promotions for additional fees.

7. Content Standards

  • All Partner-provided content must be accurate, respectful, professional, and aligned with Heallist’s community values.
  • Heallist reserves the right to remove any Partner content that violates these standards or this Agreement.

8. Monitoring, Reporting, and Enforcement

  • Heallist will monitor Partner communications and practitioner feedback.
  • Practitioners may report inappropriate or abusive conduct.
  • Heallist reserves the right to suspend or terminate any Partner Account that violates this Agreement, with or without prior notice.

9. Disclaimers

  • Heallist does not endorse, guarantee, or assume responsibility for any Partner offer, product, service, or collaboration.
  • Engagements between Partners and practitioners are voluntary and at the parties' sole risk and discretion.
  • Heallist makes no guarantees regarding engagement levels, response rates, or business outcomes.
  • Heallist’s services are not HIPAA-compliant, and Heallist will not sign business associate agreements under HIPAA.

10. Indemnification

You agree to indemnify, defend, and hold harmless Heallist, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with:

  • Your access to or use of the Partner Account;
  • Your violation of this Agreement;
  • Your interactions with practitioners or third parties.

11. Termination

  • Either party may terminate this Agreement at any time by providing written notice.
  • Upon termination, your access to the Partner Account and platform will cease immediately.
  • Any outstanding obligations or accrued rights shall survive termination.

12. Modifications to Agreement

Heallist reserves the right to modify this Agreement at any time. Material changes will be communicated to Partners via email or through the platform. Continued participation as a Partner after changes become effective constitutes acceptance of the new terms.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

14. Contact

For any questions regarding this Agreement, please contact: support@heallist.com

By creating or using a Heallist Partner Account, you acknowledge that you have read, understood, and agree to be bound by this Heallist Partner Services Agreement.

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HEALLIST // PARTNER SERVICES AGREEMENT // V1 // APRIL 2025