Brand Partner Agreement

This True Medicine, Inc. Brand Partner Agreement (this "Agreement") is entered into by and between True Medicine, Inc. ("Company") and the retailer, brand, or other entity that accepts this Agreement ("Brand"). This Agreement is effective as of the earliest of (a) the first effective date listed on an order form entered into by Company and Brand that references or incorporates this Agreement (each, an "Order Form"), or (b) the date on which Brand first accepts this Agreement, whether by (x) clicking or checking a box indicating acceptance, executing an ordering document that references this Agreement, (y) installing, activating, or using Company's software or integrations, or otherwise accessing or (z) using the Services (as defined below) (the "Effective Date"). This Agreement includes and incorporates (i) any Order Form(s) entered into by the parties; (ii) the Company's Payment Processing Agreement (the "PPA"), which is available at www.truemed.com/legal/payment-processing-agreement and (iii) the Company's Data Processing Addendum (the "DPA"), which is available at www.truemed.com/legal/data-processing-agreement. For the avoidance of doubt, an Order Form is not required for Brand to access and use the Services. If the parties have not entered into an Order Form, this Agreement alone governs Brand's access to and use of the Services. If there is any express conflict among the foregoing documents, the parties will interpret them in descending order of precedence as follows: (1) any Order Form; (2) the PPA; (3) the DPA; and (4) this Agreement, e.g., if there is a conflict between an Order Form and this Agreement, the Order Form will control to the extent of the conflict. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the applicable Order Form (if any).

Subject to Brand's compliance with this Agreement, Company grants Brand a non-exclusive, limited, personal, revocable, non-sublicensable, non-assignable, non-transferable, royalty-free right and license to (a) access and use the Services (as defined below) during the Term (as defined below), for the Purpose (as defined below) and in accordance with Company's Documentation (as defined below), and (b) make available the Services to Brand's customers and prospective customers ("End User(s)") pursuant to Company's consumer Terms of Service available at www.truemed.com/legal/terms (the "Consumer Terms").

The "Service(s)" means, collectively: (i) Company's payment integration tool, which enables qualified End Users to use Health Savings Accounts, Flexible Spending Accounts, and other flexible healthcare spending accounts (together, "HSA/FSA(s)") to make certain purchases of products or services provided by Brand; (ii) the services Company provides, through its partnership(s) with one or more Telehealth Partner(s) (as defined below), that enable eligible End Users to obtain Letters of Medical Necessity ("LMNs") that may be requested or required by third-party administrators of HSA/FSA plans or those plans' sponsors; (iii) Company's management of customer service inquiries from End Users regarding the functionality of the Services, the HSA/FSA reimbursement process, and interactions with plan sponsors and third-party administrators; and (iv) any other Company services and integrations specified in an Order Form or otherwise made available by Company to Brand or its End Users. Brand will deploy the Services as a tool to increase Brand's business and support Brand's End Users by permitting End Users to use HSA/FSAs to purchase certain of Brand's products or services (the "Purpose").

Company will provide commercially reasonable support and maintenance for the Services.

As between the parties, Company and its licensors retain all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto. Any software which is distributed or otherwise provided to Brand hereunder shall be deemed a part of the Services and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. In addition:

Brand shall use commercially reasonable efforts to promote the Services to Brand's End Users. Company acknowledges and agrees that, subject to the provisions of this Section 3(a), Brand may use Company's trademark(s), logo(s), service mark(s), trade name(s), and/or legal notice(s) ("Marks") pertaining thereto in connection with Brand's deployment and utilization of the Services and the marketing and promotion of its products and services offered through the Services. Company grants Brand a non-exclusive, limited, personal, revocable, non-sublicensable, non-assignable, non-transferable, royalty-free license to use Company's Marks as set forth herein during the Term, provided that (i) any such use of the Company Marks and promotion of the Company's Services must comply with all any Company trademark, brand, or legal guidelines provided or made available to Brand (including, without limitation, via Company's merchant support site at https://support.truemed.com) (the "Documentation"); (ii) Company may request in writing that Brand modify, remove, or replace Company Marks, and Brand shall immediately comply with such request; (iii) Brand must identify Company, using Company's Marks, as the provider of the Services; and (iv) to the extent that Brand incorporates any Company Marks into any Brand marketing or advertising materials, disclosure, online or physical content or copy, or other form of communications (“Brand Communications”), those Communications must strictly comply with all Applicable Laws.

Brand acknowledges and agrees that, subject to the provisions of this Section 3(b), Company may use Brand's Marks (collectively, "Brand Marks") and any Brand marketing materials provided by Brand to Company ("Brand Materials") in connection with Company's promotion of the Services to End Users. Brand grants Company a non-exclusive, limited, revocable, non-assignable, non-transferable, royalty-free license to use the Brand Marks as set forth herein during the Term, provided that (i) any such use must comply with any Brand trademark and brand guidelines provided to Company in writing and (ii) Brand may request in writing that Company modify, remove, or replace Brand Marks, and Company shall comply with such request as soon as reasonably practicable.

Except as expressly set forth in this Agreement, Brand shall not, and shall not allow any third party to: (i) reverse engineer or create derivative works based on the Services; (ii) use the Services for the benefit of any third party except the End Users; (iii) remove or otherwise alter any proprietary notices or labels from the Services; (iv) use the Services to build an application or product that is competitive with any Company product or service; or (v) interfere or attempt to interfere with the proper working of the Services.

Company shall charge the fees set forth in the applicable Order Form or, if the parties have not entered into an Order Form, the fees presented to Brand at signup or onboarding, in Brand's account dashboard, or otherwise agreed by the parties in writing (including by electronic acceptance) or, failing any of the foregoing, Company's then-current standard rates (the "Fees"). Company will automatically deduct the Fees from the total order value of each End User transaction and settle the remainder to Brand, in accordance with the PPA. Company's Fees are inclusive of standard payment processing fees. Brand or the applicable End-User shall be responsible for all taxes associated with the Services (excluding taxes based on Company's net income). Except as set forth in any Order Form or in the Consumer Terms, all Fees paid are non-refundable and are not subject to set-off.

Brand acknowledges and agrees that Company does not provide medical advice, medical services, or medical care, and Brand shall not make any representations, whether to End Users or otherwise, that is inconsistent with the provisions of this Section 5. Brand further acknowledges and agrees that:

Company contracts with one or more telehealth services provider(s) (the "Telehealth Partner(s)"), which operate(s) a network of licensed providers who provide telehealth services (the "Providers"). The Telehealth Partner's Providers, not the Company, deliver healthcare services, namely evaluation of eligibility for, and the issuance of, LMNs via the Services to End Users who are their patients. Each LMN is valid for the period of issuance as determined by the Providers.

Company offers a platform through which Telehealth Partner(s) can provide services to End Users, including connecting Providers and End Users via asynchronous telecommunications technologies (the "Telehealth Services"). Company does not own or control the Telehealth Partners, control the Telehealth Services provided by the Telehealth Partners, or employ or contract with the Providers. All Telehealth Services are the responsibility of the Telehealth Partner(s). The Telehealth Partner(s) and the Providers are solely responsible for the compliance, quality and appropriateness of the Telehealth Services, and except as set forth herein with respect to any cooperative (i.e., "friendly") Telehealth Providers ("Cooperative Telehealth Partners"), Company does not make, and expressly disclaims, any representations, warranties, or covenants about the Telehealth Services or the Providers.

Company shall use commercially reasonable efforts to identify Brand products and services that the Providers may recommend to End Users through the issuance of LMNs. However, the Providers and Telehealth Partner(s) retain absolute discretion to determine the medical necessity of Brand's products and services for specific End Users, and neither Company nor Brand shall seek to exert any influence over the Providers' clinical decision-making with respect to eligibility determinations and the issuance of LMNs.

Company acknowledges and agrees that Brand may set prices for products and services made available through the Services at Brand's sole discretion. Brand acknowledges and agrees that the costs of Company's Services shall be incorporated by Brand into the prices paid by End Users. Brand shall ensure that all prices paid by End Users are appropriately disclosed to End Users in compliance with all laws, rules, and regulations applicable to the parties' performance hereunder ("Applicable Laws"). Brand shall not state, directly or indirectly, that it or Company pays for the Telehealth Services, or that those Telehealth Services are made available for free or provided at no cost to End Users. Should Brand prefer to separately charge End Users for Company's costs, Brand and Company shall negotiate in good faith a reasonable amendment, based on Company's standard form for consumer-paid services, to this Agreement.

Brand shall be solely responsible for all marketing, advertising, and promotional materials directed to End Users regarding Brand's products and services. Brand shall not make any representations, warranties, or statements regarding the Services, HSA/FSA eligibility, or the issuance or likelihood of LMNs that are inconsistent with Applicable Law.

Brand shall ensure that all End Users, as a condition of accessing or using the Telehealth Services, are required to agree to Brand terms and conditions that: (i) clearly and conspicuously disclose Company's role as a technology platform provider; (ii) disclaim Company's liability to the maximum extent permitted by Applicable Law; and (iii) include a binding arbitration provision, class action waiver, and limitation of liability that expressly apply to Company as an intended third-party beneficiary. Brand shall not implement materially adverse changes to such terms with respect to Company without prior written notice to Company. Brand shall maintain reasonable records evidencing each End User's acceptance of such terms and conditions and shall provide such records to Company upon request within a commercially reasonable timeframe.

For purposes of this Agreement, "Brand Data" shall mean data, databases, or other information that is provided by Brand to Company on a discretionary basis in furtherance of the Purpose, including without limitation any co-marketing data that Brand may provide to Company. For avoidance of doubt, Company or its partners shall be independent controllers of information Company receives to provide the Services, including information necessary to process payments, health benefits information, and healthcare information, which shall not be Brand Data. Brand shall retain all right, title and interest in and to the Brand Data. Brand, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Brand Data.

Company may share with Brand, or Brand may obtain, certain personal information from End Users received through the Services ("Shared Personal Data") in connection with the determination, adjudication, and issuance of LMNs under this Agreement. Each Party shall comply with the DPA with respect to Shared Personal Data, and Brand acknowledges and agrees that Brand and Brand's vendors shall not use Shared Personal Data for any purpose (including advertising purposes) unrelated to the parties' performance of this Agreement.

Brand acknowledges and agrees that certain personal data collected from End Users through the Services may be "protected health information" ("PHI"), as defined in the Health Insurance Portability and Accessibility Act of 1996. To the extent that any PHI is collected, processed, or stored through or in connection with the Services, that collection, processing, or storage is done for or on behalf of the applicable Telehealth Partner(s), and shall be subject to the business associate agreement between Company and the applicable Telehealth Partner and not the DPA.

For purposes of this Agreement, "Confidential Information" shall mean, to the extent previously, presently or subsequently disclosed by or for either party (the "Disclosing Party") to the other party (the "Receiving Party"), all financial, business, legal and technical information of the Disclosing Party or any of its affiliates, suppliers, customers and employees that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall not include any information that (a) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party, (b) is rightfully disclosed to the Receiving Party without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by the Receiving Party, or (d) is independently developed by the Receiving Party or its employees without access to or reliance on such information. The pricing information set forth in an applicable Order Form and the Documentation are Company's Confidential Information, the Brand Data is Brand's Confidential Information, and the remaining terms of this Agreement are the Confidential Information of both parties. Each party shall not use the other party's Confidential Information except as set forth in this Agreement, and shall not disclose such Confidential Information to any third party except as expressly permitted herein without the Disclosing Party's written consent. The Receiving Party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the Disclosing Party's Confidential Information, but in no event less than reasonable care. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination or expiration of this Agreement, the Receiving Party will either return or, at the Disclosing Party's request, destroy the Confidential Information of the Disclosing Party; provided however, that the Receiving Party may retain copies of the Disclosing Party's Confidential Information for routine backup and archival purposes subject to the confidentiality obligations set forth herein. The Receiving Party may make disclosures of the Disclosing Party's Confidential Information to the extent strictly required by compulsory legal process, provided that the Receiving Party shall (x) promptly notify the Disclosing Party of any such requirement to disclose the Disclosing Party's Confidential Information, (y) provide the Disclosing Party a reasonable opportunity to intervene to limit or quash the compelled disclosure, and (z) provide reasonable assistance, at the Disclosing Party's expense, to the Disclosing Party in the Disclosing Party's efforts to limit or prevent the disclosure.

Unless earlier terminated as set forth herein, this Agreement shall commence on the Effective Date and shall continue for an initial term of twelve (12) months (the "Initial Term"), and shall automatically renew for additional successive periods of equal duration to the Initial Term (each, a "Renewal Term" and, together with the Initial Term, the "Term") unless either party provides a non-renewal notice no later than thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term. If the parties have entered into one or more Order Forms, then, unless otherwise specified therein, the term of each Order Form (each, an "Order Form Term") shall continue for the initial term specified on such Order Form and shall automatically renew in the same manner as the Term, and, notwithstanding the foregoing, this Agreement shall remain in effect until the expiration or termination of all Order Form Terms. In the event of a material breach of this Agreement, the non-breaching party may provide notice to the breaching party and, if the breaching party does not materially cure such breach within ten (10) days, the non-breaching party may terminate this Agreement. In addition, Company may immediately terminate this Agreement in the event that Brand: (i) files for protection under bankruptcy laws; (ii) makes an assignment for the benefit of creditors; (iii) files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within sixty (60) days of the filing; (iv) takes any action for the purpose of effectuating any of the actions in Section 8(i)-(iii); (v) is subject to a lien or other encumbrance on any Brand funds held by Company; or (vi) fails to make commercially reasonable efforts to deliver or provide products and services purchased by End Users from Brand in connection with the Services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations and withholding rights, ownership provisions, confidentiality provisions, warranty disclaimers, indemnity and limitations of liability.

Each party represents, warrants, and covenants that (i) it has the legal authority and capacity to enter into the Agreement, (ii) by entering into this Agreement it will not breach any existing obligations or contractual rights, (iii) the agreement has been duly authorized, executed, and delivered by its representatives, and that no further approvals are required to bind the party, and (iv) once executed, the Agreement will constitute a valid and legally enforceable obligation. In addition:

Company represents, warrants, and covenants to Brand that, to the best of its knowledge, (A) Company has all intellectual property rights necessary to provide the Services to Brand, and (B) the Services, when used by Brand in compliance with the Documentation, do not infringe, violate, or misappropriate any third-party intellectual property in the United States.

Brand represents, warrants, and covenants to Company that (i) it will not violate, or use the Services in violation of, any Applicable Laws, including any federal or state laws governing fraud and abuse in connection with health care benefits or programs (including the federal False Claims Act and the federal Anti-Kickback Statute and their state analogues), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and corresponding laws governing data privacy, and all federal and state laws governing the practice of telehealth and the corporate practice of medicine (collectively, "Health Care Laws"), and will not cause Company, through Company's provision of the Services to Brand and to End Users, to violate any Applicable Laws, including Health Care Laws, or the terms of any Brand, End User, or third-party policy, contract, or other agreement; (ii) it has provided all information required by, and has obtained and shall maintain all necessary permissions, authorizations, or approvals from, Stripe, Inc. and/or any other payment processor, acquirer, or financial institution designated by Company; (iii) it has all rights necessary to provide the Brand Data and Brand Materials to Company as contemplated hereunder; (iv) Company's use of the Brand Data, Brand Marks, or Brand Materials, shall not violate Applicable Laws or infringe, violate, or misappropriate any third-party intellectual property, contractual, or proprietary right; and (v) there are no liens or encumbrances on any Brand funds maintained by Company.

Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee(s)") from all liabilities, claims, and expenses that are incurred or brought by, or paid or payable to, an unaffiliated third party (including reasonable attorneys' fees) ("Claims") that arise from a final, non-appealable determination made by a court or arbitral panel of competent jurisdiction that a party hereto breached any of its representations or warranties set forth in Section 9 hereto. In addition, Brand shall defend, indemnify, and hold harmless Company and its Indemnitees from any Claims that arise from or are related to (i) Brand's violation of any Health Care Laws; (ii) Brand's marketing, advertising, or promotion of the Services or any products or services offered in connection therewith; or (iii) any allegation that End Users were misled by Brand regarding the nature of the Services, the role of Company, or the availability, cost, or eligibility of HSA/FSA reimbursement. The foregoing indemnification obligations of Brand apply regardless of whether Brand is named as a party to the applicable claim or proceeding. Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense). The foregoing obligations of Company do not apply where and to the extent that the Claims arise from Brand's negligence, recklessness, intentional misconduct, breach of this Agreement, or use of the Services not in accordance with this Agreement or the Documentation.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

During the term of this Agreement, Brand agrees and acknowledges that it shall not, directly or indirectly, use, promote, distribute, or sell any product or service that competes with or is substantially similar to the products or services provided by True Medicine, Inc. Brand further agrees that it will not engage with, partner with, or enter into any agreements with any third party for the use of such competing products or services. Any violation of this provision shall be deemed a material breach of this Agreement.

IN NO EVENT SHALL COMPANY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES EARNED BY OR DUE TO COMPANY PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM.

Brand shall obtain and, at all times during the Term, maintain insurance providing at least the following coverage: (i) commercial general liability insurance, including products liability and products/completed operations ("PCO") coverage, with a general aggregate limit of not less than $2,000,000 and a per occurrence limit of not less than $1,000,000; and (ii) privacy (cyber risk) insurance with a minimum limit per occurrence of not less than $1,000,000. Such policies shall be obtained from a reputable, appropriately rated, financially responsible insurer. Upon Company's request, Brand shall furnish certificates of insurance to Company. Such PCO policy shall name Company as an additional insured on a primary and non-contributory basis.

This Agreement represents the entire agreement between Brand and Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Brand and Company with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules. Any dispute, claim or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Austin, Texas. The arbitration shall be administered by the American Arbitration Association. Judgment on any arbitral award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration or emergency injunctive relief from a court of appropriate jurisdiction, and any such legal action or proceeding will be brought exclusively in the federal or state courts located in Austin, Texas and the parties irrevocably consent to the personal jurisdiction and venue therein. All notices under this Agreement shall be in writing, shall be delivered electronically to the email address(es) set forth in the Order Form(s) or, if the parties have not entered into an Order Form, to Brand at the email address(es) associated with Brand's account with Company and to Company at legal@truemed.com, and shall be deemed to have been duly given when receipt is electronically confirmed, provided that confirmation of receipt shall not be unreasonably delayed, withheld, or conditioned. Either party may update its email address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, provided that Company may update its DPA, the PPA, and the Documentation from time to time at its discretion as set forth therein, including to comply with Applicable Law or requirements imposed by its payments partners, and further provided that Company may update this Agreement from time to time by providing notice to Brand (including via email or Brand's account dashboard) at least thirty (30) days prior to the effective date of any material update, except that updates required to comply with Applicable Law may take effect immediately upon notice. Brand's continued access to or use of the Services after the effective date of an updated version of this Agreement constitutes Brand's acceptance of the updated Agreement. If Brand does not agree to a material update, Brand may terminate this Agreement by providing written notice to Company before the effective date of the update. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts (each a "Force Majeure Event"). Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.

True Medicine, Inc. Brand Agreement

v2.0 (August 2026)