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 may be offered as part of paid subscription plans, as determined by Heallist from time to time.
a) Partner Membership Term.
Where a Partner subscribes to a paid Partner Membership, such membership is offered on an annual basis unless otherwise stated in writing. Membership fees are billed annually in advance and are non-refundable, except as required by law.
b) Managed Services.
From time to time, Heallist may offer Partners optional managed services, including but not limited to editorial features, storytelling support, launch-related visibility, or promotional activations (“Managed Services”). Managed Services, if elected, require a minimum commitment of three (3) months, unless otherwise agreed in writing. Fees for Managed Services are non-refundable once services commence.
c) Invoicing and Non-Payment.
Failure to pay any applicable membership fees, Managed Services fees, or invoices when due may result in suspension or termination of Partner access, listings, or services.

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.
From time to time, Heallist may provide Partners with editorial, promotional, or storytelling content, including but not limited to articles, podcast episodes, interviews, features, or inclusion in Heallist-owned media channels (“Editorial Content”).
Editorial Content is promotional in nature and does not constitute custom consulting, advisory services, marketing execution, or guaranteed outcomes. Heallist makes no representations regarding reach, engagement, lead generation, or business results arising from Editorial Content.
All Editorial Content created by Heallist remains the intellectual property of Heallist. Partners are granted a non-exclusive, royalty-free license to share and repost such content for their own promotional purposes, provided no material edits are made and attribution to Heallist is maintained.
Partner grants Heallist the right to reference Partner’s name, logo, and publicly available brand assets for editorial features, platform listings, partnership announcements, and related promotional materials. Any use in paid advertising requires Partner’s prior written approval.

7. Partner 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.
Termination does not relieve Partner of payment obligations incurred prior to the effective termination date, including any minimum commitments for Managed Services.

12. Renewal

Membership Renewal.
Partner Memberships are offered on an annual basis and will automatically renew for successive one-year terms. Heallist will provide written notice of renewal at least thirty (30) days prior to the end of the then-current term, and Partner may cancel renewal by providing written notice prior to the renewal date.

Managed Services.
Managed Services do not automatically renew. Any extension beyond the initial three (3) month minimum commitment must be mutually agreed in writing.

Notice.
All notices under this section must be provided in writing. Written notice may be provided via email to support@heallist.com

13. Incorporation by Reference

Any signed partnership proposal, order form, or invoice issued by Heallist and accepted by Partner is hereby incorporated by reference into this Agreement and forms part of the binding contractual relationship between the Parties.

14. 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.

15. 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.

16. 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 // V2 // JANUARY 2026