Provider Participation Agreement

This Provider Participation Agreement ("Agreement") is entered into by and between JetWell, Inc., a Delaware corporation, doing business as JetWell ("JetWell," "we," "us," or "our") and the clinic, hospital, or healthcare provider entity completing onboarding or otherwise participating in the JetWell platform ("Provider"), whether directly or through an Authorized Representative (defined below) acting on Provider's behalf. This Agreement governs Provider's participation in the JetWell platform and is effective upon Provider's electronic acceptance or execution, including acceptance by an Authorized Representative.

1. Purpose and Scope

JetWell operates a technology-enabled platform designed to help patients explore, compare, and coordinate access to elective and non-emergency medical and wellness services offered by independent providers worldwide (the "Platform"). The Platform uses AI-powered systems, including an AI-assisted intake and clinic-matching tool ("Doc AI"), to match patients with Providers based on patient-stated preferences such as procedure type, geographic preference, budget, and timeline. Patient matching is based on preference-to-attribute alignment and does not involve clinical assessment, health profiling, or prioritization based on medical criteria. JetWell may update or modify its AI-powered features from time to time. This Agreement sets forth the terms under which Provider may be listed on the Platform and receive patient referrals, bookings, and payments through JetWell.

2. Independent Contractor Relationship

Provider is and shall remain an independent contractor. Nothing in this Agreement creates or implies any partnership, joint venture, agency, employment, fiduciary, or medical relationship between Provider and JetWell. Provider has sole responsibility for:

• Medical decision-making
• Clinical standards of care
• Licensing, credentialing, and compliance
• Patient treatment and outcomes

JetWell does not practice medicine and does not control or supervise Provider's clinical services.

2.1 Clinical Autonomy

JetWell exercises no control, supervision, direction, or influence over Provider's clinical decisions. Without limiting the generality of the foregoing, JetWell does not direct, recommend, or participate in: (i) the assignment of specialists to patients; (ii) the selection of treatment protocols, surgical techniques, anesthesia, medications, or medical devices; (iii) candidacy or suitability determinations for any procedure; (iv) informed consent procedures; (v) pre-operative assessments or clearances; or (vi) post-operative care, follow-up, or revision decisions. Provider retains complete professional and clinical autonomy over all aspects of patient care. JetWell's AI-assisted matching of patients to Providers is based solely on patient-stated preferences (including procedure type, geographic preference, budget, and timeline) and does not constitute clinical assessment, medical endorsement, medical advice, health profiling, or a clinical referral.

3. Provider Eligibility and Representations

Provider represents, warrants, and covenants that throughout the term of this Agreement:

• Provider is duly organized, validly existing, and in good standing under applicable law
• Provider holds all licenses, permits, registrations, and approvals required to provide the services offered
• Provider complies with all applicable healthcare, consumer protection, advertising, and data protection laws
• Provider will provide services in a professional, ethical, and patient-centered manner
• Provider will not misrepresent qualifications, outcomes, pricing, or availability
• Provider maintains internal policies consistent with patient safety and informed consent

Provider shall promptly notify JetWell of any:

• License suspension or revocation
• Material regulatory investigation or enforcement action
• Loss of required insurance (if applicable)
• Event that could reasonably affect patient safety or trust

3A. Authorized Representatives

3A.1 Acceptance by Authorized Representative

Where onboarding or acceptance of this Agreement is completed by an individual or organization acting on Provider's behalf (an "Authorized Representative"), the Authorized Representative represents, warrants, and covenants that:

• (a) the Authorized Representative holds current, written authorization from Provider to manage Provider's presence on the JetWell platform and to bind Provider to this Agreement, the Commercial Terms, and the Code of Conduct;
• (b) Provider is fully bound by this Agreement as if Provider had accepted directly;
• (c) evidence of such authorization has been or will be provided to JetWell promptly upon request; and
• (d) the Authorized Representative will promptly notify JetWell in writing if Provider's authorization is revoked, modified, or expires.

3A.2 Provider Remains Bound

Where this Agreement has been accepted by an Authorized Representative, Provider's obligations under this Agreement, including all payment, commission, indemnification, confidentiality, and data protection obligations, run to Provider regardless of how the account is administered. Provider may not disclaim obligations under this Agreement on the basis that acceptance was completed by an Authorized Representative.

3A.3 Conduct of Authorized Representatives

When communicating with patients through the Platform on Provider's behalf, Authorized Representatives shall accurately identify their role (for example, as a patient coordinator for Provider) and shall not represent themselves as clinical staff, licensed practitioners, or employees of Provider unless they hold such positions. Authorized Representatives shall not provide medical advice, clinical recommendations, or treatment decisions. All communications by the Authorized Representative through the Platform are deemed communications by Provider for purposes of this Agreement.

3A.4 Liability for Representative Actions

Provider is responsible for all acts and omissions of its Authorized Representative on the Platform to the same extent as if Provider had taken such actions directly. The Authorized Representative and the organization employing the Authorized Representative are jointly and severally liable for any breach of the warranty of authority set forth in Section 3A.1.

3A.5 Notice

Where a clinic account is administered by an Authorized Representative, notice delivered to the account email address constitutes notice to Provider for all purposes under this Agreement.

4. Insurance and Risk Allocation

4.1 Provider Insurance

Provider is responsible for maintaining any insurance required under applicable law in its jurisdiction. Where professional liability or malpractice insurance is customary or required, Provider represents that it maintains such coverage at commercially reasonable levels. JetWell does not require U.S.-style malpractice insurance where it is not legally required, but Provider bears full responsibility for its clinical services regardless of local insurance norms.

4.2 JetWell Is Not an Insurer

Provider acknowledges that:

• JetWell is not an insurer
• JetWell does not underwrite or administer insurance
• Any complication or travel insurance (including JetCover by GPS℠) is provided by third-party insurers under separate terms

5. Platform Use and Provider Conduct

Provider agrees to:

• Use the Platform in good faith and in accordance with this Agreement
• Respond promptly and professionally to JetWell-referred patient inquiries
• Provide accurate, complete, and up-to-date information
• Clearly disclose pricing, risks, and treatment scope to patients
• Cooperate with JetWell on scheduling, documentation, and logistics
• Submit Treatment Completion Reports accurately and within the required timeframes where applicable
• Notify JetWell promptly through the Platform if Provider determines, following clinical screening, that a patient is not a suitable candidate for the booked Covered Services, including the basis for such determination

Provider shall not:

• Circumvent JetWell's booking or payment flows
• Solicit JetWell-referred patients to transact off-platform for Covered Services
• Collect from a patient, or condition treatment on, any amount beyond the balance stated on the patient's confirmation, including a card fee or surcharge (an Added Charge under Section 3 of the Commercial Terms)
• Before a package booking is confirmed, disclose Provider's identity to the patient, ask the patient for identifying or contact information, or attempt to move the conversation off the Platform
• Use a patient's case brief or intake photos for any purpose other than evaluating and quoting that case, or retain them after passing on or declining it
• Misrepresent Covered vs. Non-Covered Services
• Engage in deceptive, coercive, or misleading practices
• Use JetWell branding or recognition in a misleading manner
• Misrepresent or materially understate actual procedure charges in Treatment Completion Reports or other documentation submitted to JetWell

For a period of twelve (12) months following termination or expiration of this Agreement for any reason, Provider shall not, directly or indirectly, solicit, contact, engage, or transact with any patient who was first introduced to Provider through the JetWell Platform (a "Platform-Introduced Patient") for services substantially similar to Covered Services originally booked through JetWell, except where: (i) the patient independently initiates contact with Provider without direct or indirect prompting, advertising, or outreach from Provider; (ii) the patient is returning for warranty work, revision, follow-up care, or continuation of a course of treatment originally initiated through a JetWell booking; or (iii) JetWell has given prior written consent. For clarity, this Section does not restrict Provider from treating Platform-Introduced Patients who independently return to Provider, nor does it restrict Provider's ordinary course marketing to the general public, provided such marketing is not directed or targeted specifically to Platform-Introduced Patients.

Provider may, in its sole discretion and without penalty: (i) decline to list particular procedures, services, or packages on the Platform; (ii) temporarily suspend availability for new bookings due to capacity constraints, scheduled absences, staffing, or operational needs; and (iii) decline to accept a specific booking prior to confirmation where Provider has a reasonable, good-faith basis for doing so, provided in each case that Provider notifies JetWell promptly through the Platform. This subsection is independent of, and in addition to, Provider's right to decline to perform Covered Services following clinical screening as set forth in the Commercial Terms.

JetWell may take any action it deems appropriate to protect the integrity, safety, and trustworthiness of the Platform.

6. Covered vs. Non-Covered Services

Provider acknowledges that:

• Covered Services are limited to those booked and confirmed through the JetWell platform, regardless of the applicable payment model
• Non-Covered Services are upsells, add-ons, or services not included in the JetWell booking that the patient separately agrees to buy from Provider, as defined in Section 1 of the Commercial Terms; an item on Provider's published Rate Card is added to a booking only by an amendment, and a charge for a Covered Service or for paying the balance is never a Non-Covered Service

Provider must clearly disclose Non-Covered Services to patients in advance and separately from Covered Services.

Non-Covered Services:

• Are not eligible for JetCover by GPS℠
• Are not subject to JetWell payment processing or commission obligations
• Are outside JetWell's responsibility

Failure to properly disclose Non-Covered Services constitutes a material breach of this Agreement.

7. JetWell Recognition and Designations

JetWell may, at its discretion, grant Provider recognition, designations, or awards (including JetStars). Provider acknowledges that:

• Recognition is not a medical certification
• Recognition does not guarantee patient outcomes
• Recognition may be time-limited and re-earned
• JetWell may modify, suspend, or revoke recognition at any time

Unauthorized or misleading use of JetWell branding or recognition is prohibited.

8. Payments and Commercial Terms

All fees, platform commissions, deposits, payout timing, refunds, payment models, Treatment Completion Reports, commission remittance, and insurance-related holds are governed by the JetWell Provider Commercial Terms, which are incorporated by reference. In the event of a conflict, the Commercial Terms control with respect to financial matters.

8.1 The Package Price

For a Package Booking, the price is the package the Patient confirmed, composed from Provider’s published Rate Card under Section 2.7 of the Commercial Terms (the “Quoted Price”). It is the whole of what the Patient owes for the services it lists. JetWell’s fees are calculated from it, and it changes only through an amendment the Patient approves through the Platform under Section 2.8 of the Commercial Terms. Provider shall keep its Rate Card accurate, so that its published rates reflect what it charges for the services they describe.

8.2 Changes Found at Assessment

If Provider’s clinical assessment calls for less than the package lists, Provider proposes an amendment through the Platform that lowers the Quoted Price, and the Patient’s balance is reduced or the difference refunded. If it calls for more, Provider proposes an amendment priced from its published rates. Provider shall not perform or bill the additional work, collect for it, or seek the Patient’s consent to a higher price for it outside the Platform, unless and until the Patient approves the amendment through the Platform. If the Patient declines, the original package stands. This does not restrict a Non-Covered Service the Patient separately agrees to buy (Section 6).

8.3 The Balance and Completion Records

Provider shall collect from the Patient only the balance stated on the Patient’s confirmation, if any, and shall not collect an Added Charge (Section 3 of the Commercial Terms). Provider shall confirm completion through the Platform and record accurately, where the Platform asks for it, the balance it collected: the amount, the currency and the method. JetWell compares that record with the balance stated on the Patient’s confirmation, and may review patterns of discrepancies through its standard quality assurance processes, including direct outreach or other measures available under this Agreement.

8.4 Platform Promotional Codes

JetWell may, from time to time and in its sole discretion, issue promotional codes to Patients that reduce the amount the Patient pays at checkout (“Promo Codes”). Promo Codes are a JetWell marketing program and are funded entirely by JetWell out of JetWell’s platform commission. Promo Codes do not reduce, offset, or otherwise affect Provider’s net figure for the underlying Package Booking.

For any booking to which a Promo Code is applied: (a) the Patient’s out-of-pocket charge at checkout is reduced by the discount amount; (b) JetWell’s retained commission is reduced by the same amount, subject to a minimum commission floor established by JetWell; and (c) Provider’s net figure for the case, and any balance Provider collects from the Patient, are those it would have had absent the Promo Code, calculated on the full Quoted Price in accordance with the Commercial Terms.

Provider is not required to fund, match, or otherwise contribute to any Promo Code unless Provider has expressly opted into a co-funded promotion through a separate written arrangement with JetWell. JetWell may suspend, modify, or discontinue the Promo Code program at any time.

9. Data, Records, and Patient Information

Provider may upload or transmit patient records through the Platform solely for patient-directed purposes. Provider represents that it has lawful authority to share such information and that appropriate patient consent has been obtained.

JetWell:

• Acts as a technology platform
• Is not a covered entity or business associate under HIPAA
• Does not assume provider recordkeeping obligations

Provider remains responsible for compliance with applicable health data laws in its jurisdiction.

9.1 Case Briefs and Intake Photos

For package bookings, JetWell routes to Provider a case brief containing the patient's intake answers, intake photos, package choices and travel window, identified by first name and last initial only, so that Provider can evaluate and quote the case before any identity is exchanged. Provider receives this information as an independent recipient under the patient's consent and shall: (a) use it solely to evaluate, quote and, once confirmed, deliver that case; (b) not use it for marketing, model training, publication or any other purpose; (c) not transfer it to any third party other than clinical staff engaged on the case; (d) delete it if Provider passes on or declines the case, or on JetWell's instruction; and (e) notify JetWell within seventy-two (72) hours of becoming aware of any unauthorized access to it. Upon confirmation of the booking JetWell shares the patient's full name, passport details and travel dates with Provider for registration and travel coordination; Provider shall hold them under the same obligations and delete passport details once the patient's visit is complete, except as retention is required by law.

9A. Data Processing and Health Information

Each party acts as an independent data controller with respect to personal data it processes in connection with the Platform. Provider is the controller of the case brief, intake photos and, after confirmation, the identity and travel details it receives under Section 9.1, and of every record it creates in treating the patient; JetWell is the controller of the data it collects from the patient on the Platform. Neither party acts as a data processor on behalf of the other, and neither is a business associate of the other under HIPAA, unless expressly agreed in a separate written agreement; no course of dealing, instruction or Platform feature creates such a relationship by implication. Provider acknowledges that the Platform facilitates the transfer of patient personal data, including health-related information, between Provider and JetWell for purposes of case evaluation, quoting, care coordination, booking management, Treatment Completion Reports, commission reconciliation, and insurance facilitation. Each party is independently responsible for ensuring that its processing of such data complies with applicable data protection laws in its jurisdiction, including obtaining any required patient consents, maintaining its own privacy notice, and answering requests from patients about the data it holds.

Cross-border transfers. Provider acknowledges that patients may be resident in the European Economic Area, the United Kingdom, Switzerland or a U.S. state with a consumer health data law, and that the data it receives leaves the patient's jurisdiction on the strength of the patient's explicit, informed consent obtained by JetWell (including, for EEA and UK patients, consent under Article 49(1)(a) of the GDPR) and the commitments in this Section. Provider shall: (a) process the data only for the purposes in Section 9.1 and hold it under safeguards no less protective than those in Section 9.1 and Section 10; (b) not transfer it onward to any third party other than clinical staff engaged on the case and any insurer or authority to which disclosure is required by law; (c) within ten (10) business days of a request relayed by JetWell, provide, correct or delete the data a patient asks about, except where retention is required by law; (d) notify JetWell within seventy-two (72) hours of becoming aware of a personal data breach affecting the data; and (e) for any patient personal data that originates in the European Economic Area, the United Kingdom or Switzerland, the parties hereby enter into and incorporate by reference, as of the first such transfer, Module One (controller to controller) of the Standard Contractual Clauses adopted by European Commission Decision (EU) 2021/914, with JetWell as data exporter and Provider as data importer, Option 1 of Clause 7 (docking) available, Option 2 of Clause 11 not selected, the law of Ireland under Clause 17 and the courts of Ireland under Clause 18, and Annex I completed by the description of the data and the purposes in Section 9.1 and Annex II by the safeguards in Sections 9.1 and 10; for United Kingdom data, the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner (version B1.0) applies to those Clauses, and for Swiss data the Clauses apply with the adaptations the Swiss Federal Data Protection and Information Commissioner requires. The Clauses prevail over this Section to the extent of any conflict for the transfers they govern, and Provider shall on request countersign a copy of them completed as above.

JetWell shall treat patient health information contained in Treatment Completion Reports, medical records, and other clinical documentation submitted by Provider as confidential and shall use such information solely for Platform purposes, including care coordination, commission reconciliation, quality assurance, insurance facilitation, and dispute resolution. JetWell shall not disclose such information except as necessary to provide the Platform, as directed by the patient, or as required by applicable law.

Aggregated, Anonymized, and De-Identified Data. Notwithstanding any other provision of this Agreement, JetWell may collect, use, retain, disclose, and commercialize data derived from Platform activity in aggregated, anonymized, or de-identified form for any lawful purpose, including without limitation: (i) product development and Platform improvement; (ii) training, refinement, and improvement of JetWell's AI-powered matching systems, including Doc AI; (iii) quality assurance and analytics; (iv) benchmarking, research, and industry reporting; (v) marketing and business development; and (vi) internal business operations. For purposes of this subsection, data is considered aggregated, anonymized, or de-identified if it has been processed such that it does not identify and cannot reasonably be linked to any individual patient or identifiable individual. No consent, notice, or compensation to Provider is required for such use. This subsection does not grant JetWell any rights to use patient health information in identifiable form beyond those already set forth in this Section 9A.

9B. Provider Accessibility Obligations

9B.1 Content Authorship Representation

Provider represents and warrants that all content, materials, information, photographs, videos, documents, descriptions, and other materials Provider submits, uploads, or otherwise makes available to JetWell for display on the Services (collectively, "Provider Content") will be authored by Provider or by parties authorized by Provider, and Provider is solely responsible for the content, accuracy, and legal compliance of all Provider Content.

9B.2 Accessibility Practices for Provider Content

Provider agrees to make reasonable efforts, consistent with Provider's resources and the nature of the content, to author and submit Provider Content in a manner consistent with basic digital accessibility practices, including without limitation: providing plain-language descriptions of services and procedures; providing meaningful text alternatives (alt text or equivalent descriptions) for images that convey information; avoiding reliance on color alone to convey meaning; ensuring that documents submitted in PDF or similar formats are structured with logical reading order where reasonably practicable; and providing accurate, complete, and non-misleading information about the accessibility features of Provider's facilities where such information is requested by JetWell or by a patient through the Accessibility Information Request mechanism.

9B.3 Accessibility of Provider Facilities

Provider is solely responsible for the physical accessibility of Provider's facilities and for compliance with all accessibility laws, regulations, and standards applicable in the jurisdiction(s) where Provider operates. JetWell makes no representation regarding the accessibility of Provider's facilities to patients and does not undertake any obligation to inspect, audit, or verify Provider's accessibility compliance. Provider acknowledges that JetWell's platform serves patients from the United States and other jurisdictions with strong accessibility laws, and that Provider is responsible for understanding and, where appropriate, disclosing to prospective patients the accessibility features and limitations of Provider's facilities.

9B.4 Response to Accessibility Information Requests

Provider agrees to respond substantively, accurately, and in good faith to Accessibility Information Requests routed to Provider through JetWell, within ten (10) business days of receipt. Provider's responses will constitute representations made by Provider directly to the requesting patient. Provider acknowledges that JetWell will relay Provider's responses to patients without material alteration and will not independently verify or warrant the accuracy of Provider's responses. Provider's repeated failure to respond to Accessibility Information Requests within the stated window, or the provision of materially inaccurate responses, may result in suspension or termination of Provider's participation in the Services under the termination provisions of this Agreement.

9B.5 Takedown and Remediation Cooperation

Provider acknowledges and agrees that JetWell may, at its sole discretion and without Provider's prior consent, remove, reformat, replace, annotate, or temporarily disable any Provider Content that is reported to JetWell as creating an accessibility barrier, or that JetWell reasonably determines may create an accessibility barrier. JetWell will make reasonable efforts to notify Provider of any such action and to work cooperatively with Provider to remediate the barrier. Provider agrees to cooperate in good faith with JetWell's accessibility remediation efforts, including by providing replacement content, revised descriptions, or additional information as reasonably requested by JetWell. JetWell's exercise of its rights under this section shall not constitute a breach of this Agreement and shall not give rise to any claim for damages, lost revenue, or other compensation by Provider.

9B.6 Indemnification – Accessibility Claims

Provider agrees to indemnify, defend, and hold harmless JetWell, JetWell, Inc., and their respective officers, directors, employees, agents, affiliates, and representatives from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to: (a) any Provider Content submitted to the Services by Provider, including any claim that Provider Content created an accessibility barrier, misrepresented accessibility features of Provider's facilities, or otherwise failed to meet applicable accessibility standards; (b) the physical accessibility (or lack thereof) of Provider's facilities; (c) Provider's response, or failure to respond, to any Accessibility Information Request; (d) any inaccuracy or misrepresentation in Provider's response to an Accessibility Information Request; and (e) any claim brought by a patient under the Americans with Disabilities Act, any similar law of any jurisdiction, or any common law theory, to the extent the claim arises out of or relates to Provider's facilities, Provider's services, Provider Content, or Provider's accessibility practices. This indemnification obligation survives termination or expiration of this Agreement.

9B.7 Accessibility-Related Cooperation in Litigation

In the event JetWell receives a legal demand, complaint, or other claim alleging an accessibility barrier that arises in whole or in part from Provider Content, Provider's facilities, or Provider's conduct, Provider agrees to cooperate in good faith with JetWell's response to the claim, including by providing relevant information, records, and testimony as reasonably requested, and by making Provider personnel reasonably available to JetWell's counsel. Provider's cooperation obligation does not create a joint defense or waive any applicable privilege.

10. Confidentiality

Each party (as "Receiving Party") agrees to protect the other party's ("Disclosing Party") Confidential Information with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than a reasonable degree of care, and to use such Confidential Information solely for purposes of performing under this Agreement.

"Confidential Information" means any non-public information disclosed by the Disclosing Party that is marked or identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing:

a) JetWell's Confidential Information includes, without limitation, the specific financial terms of JetWell's arrangement with Provider (including platform commission rates, volume-based adjustments, the composition of the package deposit, Service Fee structure, and payment model designations), Platform technology, algorithms, product roadmaps, aggregated marketplace data, and business strategies.

b) Provider's Confidential Information includes, without limitation, Provider's patient lists, clinical protocols, staffing arrangements, non-public pricing strategy, and operational know-how.

c) Patient health information and clinical documentation submitted by Provider through the Platform is confidential and shall be treated in accordance with Section 9A.

Confidential Information excludes information that: (i) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) was already known to the Receiving Party without confidentiality obligation prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party without confidentiality obligation.

The obligations in this Section shall survive termination of this Agreement for a period of three (3) years, except that Confidential Information constituting trade secrets shall be protected for so long as such information retains trade secret status under applicable law.

11. Term and Termination

This Agreement begins upon acceptance and continues until terminated. Either party may terminate this Agreement:

• For convenience upon reasonable notice
• Immediately for material breach, fraud, patient safety concerns, or reputational risk

Termination does not affect:

• Payment obligations accrued
• Commission remittance obligations accrued
• Insurance-related holds
• Indemnification rights
• Confidentiality obligations
• Data processing obligations under Section 9A
• Governing law or dispute resolution provisions

12. Indemnification

Provider agrees to indemnify, defend, and hold harmless JetWell and its affiliates from any claims arising out of:

• Provider's medical services
• Patient treatment or outcomes
• Provider's breach of this Agreement
• Provider's violation of law
• Provider's failure to disclose Non-Covered Services
• Provider's failure to accurately report procedure charges or remit applicable commissions

13. Disclaimer of Warranties

The Platform is provided "as is" and "as available." JetWell disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of Liability

To the maximum extent permitted by law, JetWell shall not be liable for indirect, incidental, or consequential damages. JetWell's total liability shall not exceed $100 USD.

15. Dispute Resolution and Governing Law

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-laws principles. The governing law applies regardless of the dispute resolution venue selected under this Section.

15.2 Informal Resolution

Before initiating any formal dispute proceeding, the parties shall attempt in good faith to resolve the dispute through direct communication. Either party may initiate informal resolution by providing written notice describing the dispute. The parties shall have thirty (30) days from receipt of such notice to reach a resolution.

15.3 Tiered Dispute Resolution

If informal resolution is unsuccessful, disputes shall be resolved as follows:

a) Operational Disputes. Disputes arising from commission calculations, Treatment Completion Reports, payout timing, booking logistics, other routine platform operations, or matters relating to patient confidentiality or patient safety that arise at Provider's location and are not related to the JetWell platform or Provider's obligations to JetWell under this Agreement ("Operational Disputes") shall be resolved by binding arbitration administered under the Rules of Arbitration of the International Chamber of Commerce (ICC) by a sole arbitrator. The seat of arbitration shall be the capital city of the country in which Provider's principal place of business is located, unless the parties mutually agree to an alternative location.

b) Material Disputes. Disputes arising from alleged material breach of this Agreement, indemnification claims, fraud, misrepresentation, intellectual property infringement, confidentiality violations relating to the JetWell platform or JetWell's proprietary information, patient safety matters arising from Provider's obligations under this Agreement, or any other dispute relating to Provider's use of or obligations under the JetWell platform ("Material Disputes") shall be resolved by binding arbitration administered under the ICC Rules by a sole arbitrator (or a panel of three arbitrators where the amount in controversy exceeds USD $250,000). JetWell shall have the right to elect the seat of arbitration as either Clark County, Nevada, or Singapore.

c) Classification Disputes. If the parties disagree on whether a dispute is an Operational Dispute or a Material Dispute, the dispute shall be treated as a Material Dispute pending determination by the arbitral tribunal.

15.4 Injunctive and Emergency Relief

Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its rights pending arbitration.

15.5 Language

All arbitration proceedings shall be conducted in English.

15.6 Remote Participation

Unless otherwise agreed by the parties or directed by the arbitral tribunal, any party may participate in arbitration proceedings, including hearings, by videoconference or other remote means. Neither party shall be required to appear in person at the seat of arbitration unless the arbitral tribunal determines that in-person attendance is necessary for a fair resolution of the dispute.

15.7 Costs

Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines that a party's claims or defenses were frivolous, in which case the arbitrator may award reasonable costs and fees to the prevailing party.

15.8 Conflict

In the event of a conflict between this Agreement and any separate agreement between Provider and JetWell or between Provider and any third party, this Agreement and the incorporated Commercial Terms shall control with respect to all matters arising from the JetWell platform, including fees, commissions, payments, and platform operations.

16. Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding Provider participation. JetWell may assign this Agreement without restriction. If any provision is unenforceable, the remainder remains in effect.

16.1 Intellectual Property; Content License

a) JetWell Intellectual Property. JetWell retains all right, title, and interest in and to the Platform, including without limitation Doc AI, the patient-Provider matching systems, user interfaces, databases, software, documentation, brand names, logos, trademarks, trade dress, and all related intellectual property (collectively, the "JetWell IP"). No rights in or to the JetWell IP are granted to Provider except as expressly set forth in this Agreement.

b) Limited Brand License to Provider. JetWell grants Provider a limited, non-exclusive, non-transferable, revocable license, during the term of this Agreement, to use JetWell's name, logo, and designations (including JetStars and Recognition materials, where applicable) solely for the purpose of identifying Provider as a JetWell-listed provider, in accordance with JetWell's brand guidelines as published from time to time. This license terminates automatically upon termination of this Agreement.

c) Provider Content License to JetWell. Provider hereby grants JetWell a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, reproduce, display, publicly perform, modify (for formatting, resizing, translation, and similar purposes), and distribute any content, materials, images, video, descriptions, credentials, or other information that Provider uploads or submits to the Platform ("Provider Content"), solely for the purposes of (i) operating, promoting, and improving the Platform; (ii) displaying Provider's listings to patients and prospective patients; (iii) including Provider Content in marketplace search results, match recommendations, and editorial content; and (iv) marketing the Platform and individual Providers through JetWell-owned channels. Provider represents and warrants that it owns or has secured all necessary rights to grant this license.

d) Patient Testimonials and Reviews. Patient reviews, testimonials, and feedback collected through the Platform are the property of JetWell and may be used, displayed, and republished by JetWell in accordance with JetWell's policies and applicable law. Provider shall not materially alter, selectively edit, or suppress patient reviews.

17. Amendments and Material Changes

a) General Amendments. JetWell may update this Agreement and the incorporated Commercial Terms and Code of Conduct from time to time. Updates will be published through the Platform with a clearly identified effective date. For non-material updates, clarifications, or changes that benefit Provider, continued participation on the Platform following the effective date constitutes acceptance.

b) Material Economic Changes. For any update that materially modifies Provider's economic obligations to JetWell — including increases to the Platform Commission rate, a change to the payment model designated for Provider, a change to the package deposit, the cancellation fee or the JetCover by GPS℠ premium structure that increases Provider's obligations, the introduction of any fee payable by Provider, or a material change to remittance percentages or payout timing — JetWell shall provide Provider with not less than thirty (30) days' prior notice through the Platform and, where Provider has supplied an email address, by email ("Material Economic Change Notice"). The notice identifies the sections changed and the effective date. JetWell keeps every version of this Agreement, the Commercial Terms and the Code of Conduct with its effective date, and records which version Provider accepted and when. A version marked as a material economic change takes effect for Provider only upon Provider's affirmative acceptance through the Platform; the Platform asks for that acceptance before Provider submits or republishes a Rate Card or accepts a new case request, and until it is given Provider continues under the version it last accepted for cases already routed to it.

c) Termination Right on Material Economic Change. Upon receipt of a Material Economic Change Notice, Provider may terminate this Agreement for convenience without penalty by providing written notice to JetWell prior to the effective date of the change. Such termination shall become effective on the effective date of the proposed change, and the change shall not apply to Provider. Accrued obligations (including commission remittance, insurance-related holds, and confidentiality) shall survive such termination in accordance with Section 11.

d) Scope. This Section applies only to material economic changes as defined in subsection (b). Updates to the Code of Conduct, operational procedures, disclosure obligations, data handling requirements, or other non-economic terms do not give rise to a termination right under this Section, but remain subject to the general amendment mechanism in subsection (a): they are published with their effective date, the Platform presents them for acceptance the next time Provider submits or republishes a Rate Card, and continued participation after the effective date constitutes acceptance whether or not that acceptance has yet been recorded. A change that reduces Provider's obligations, corrects an error, or renames a term without altering its effect is never a material economic change.

18. Electronic Acceptance; Signature

Provider agrees that acceptance via:

• Clickwrap
• Onboarding completion
• Continued participation
• Acceptance by an Authorized Representative as described in Section 3A

constitutes a legally binding agreement, except that continued participation does not accept a material economic change, which takes effect for Provider only upon its affirmative acceptance under Section 17(b).