Practice Orbit Publishing Agreement

This Publishing Agreement (this "Agreement") is entered into as of the date of electronic acceptance (the "Effective Date") by and between Practice Orbit Inc., a Delaware corporation ("Practice Orbit" or the "Company"), and the broker or agent identified in the account registration associated with this Agreement (the "Broker"). Practice Orbit and Broker are each a "Party" and collectively the "Parties"). This Agreement supplements, and is subject to, the Broker Account Agreement between the Parties (the "Account Agreement"). Capitalized terms used but not defined herein have the meanings given in the Account Agreement.

IMPORTANT NOTICE (PLEASE READ CAREFULLY): BY CLICKING "I AGREE," "ACCEPT," "SUBMIT LISTING," OR A SIMILAR BUTTON OR CHECKBOX, BROKER (A) CONFIRMS BROKER HAS HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT (INCLUDING BY SCROLLING THROUGH IT); (B) AGREES TO BE BOUND BY IT; AND (C) ACKNOWLEDGES THE LIMITATION OF LIABILITY, RELEASE, AND DISPUTE RESOLUTION (ARBITRATION AND CLASS ACTION WAIVER) TERMS IN ARTICLES V AND VII.

Recitals

WHEREAS, Practice Orbit owns and operates an online platform located at practiceorbit.com (the "Platform") that facilitates the listing, marketing, and sale of dental, veterinary, and other healthcare practices;

WHEREAS, the Platform provides transaction management tools, including the generation of non-disclosure agreements and letters of intent, document storage, communication features, and checklists for use by parties and their advisors in connection with practice sales;

WHEREAS, Broker has registered for an account on the Platform and accepted the Account Agreement governing Broker's general use of and access to the Platform;

WHEREAS, Broker desires to use the Platform to list one or more practices for sale on behalf of Broker's clients who are the owners or sellers of such practices (each, a "Seller"); and

WHEREAS, Practice Orbit requires that Broker agree to the terms and conditions set forth in this Agreement each time Broker submits a new listing on the Platform.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and Broker's use of the Platform, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.1. Definitions. As used in this Agreement:

(a) "Buyer" means any individual or entity that accesses listing information on the Platform as a prospective purchaser of a listed practice.

(b) "Confidential Listing Information" means all non-public practice data, financial records, patient demographics, staff information, operational details, lease terms, clinical information, and other information uploaded or submitted to the Platform by or on behalf of Broker or Seller that is designated as confidential or made available only to users who have executed a non disclosure agreement through the Platform. Confidential Listing Information excludes Protected Health Information and other information that may not be lawfully disclosed to Practice Orbit or to Buyers.

(c) "Listing" means each individual practice listing submitted by Broker to the Platform, including all associated Listing Content.

(d) "Listing Content" means all information, data, photographs, documents, financial records, descriptions, and other materials submitted, uploaded, or provided by Broker in connection with a Listing, including without limitation: practice name, location, specialty, asking price, annual collections, operating profit, pre-tax take-home, annual EBITDA, number of operatories, hygiene days per week, patient counts, patient demographics, team and staffing information, employee benefit details, equipment and technology inventories, clinical data, lease information, facility details, and other data fields or documents displayed publicly or made available to qualified Buyers through the Platform. Listing Content excludes Prohibited Content.

(e) "Losses" means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, and expenses of any kind, including reasonable attorneys' fees and the costs of enforcing any indemnification right.

(f) "Personal Information" has the meaning given in the California Consumer Privacy Act, as amended ("CCPA"), including the California Privacy Rights Act.

(g) "Platform" means the website located at practiceorbit.com and all related applications, tools, features, and services operated by Practice Orbit.

(h) "Protected Health Information" or "PHI" has the meaning given in 45 C.F.R. 160.103 and includes information that is "medical information" under the California Confidentiality of Medical Information Act ("CMIA"), Cal. Civ. Code 56 et seq.

(i) "Prohibited Content" means: (a) any PHI; (b) any personally identifiable patient information; (c) Social Security numbers, driver's license numbers, or other government-issued identifiers; (d) payment card data subject to PCI-DSS; (e) any data whose disclosure to Practice Orbit or Buyers is prohibited by law, contract, or professional obligation; and (f) malware or other harmful code.

(j) "Public Listing Information" means the subset of Listing Content displayed on the Platform to the general public or to unverified users without execution of a non-disclosure agreement, including practice identifiers, general location, specialty, financial summary data, number of operatories, hygiene days per week, and practice photographs that do not identify the specific practice.

(k) "Seller" means the owner or owners of a practice listed on the Platform by Broker.

(l) "Seller Authorization" means a valid, binding, and enforceable written agreement between Broker and Seller that grants Broker authority to list the Seller's practice for sale on the Platform and to submit all associated Listing Content (including Confidential Listing Information) on Seller's behalf.

ARTICLE II
BROKER REPRESENTATIONS, WARRANTIES, AND COVENANTS

2.1. Broker Representations and Warranties. Broker represents and warrants to Practice Orbit that, as of the Effective Date and as of each date on which Broker submits or updates a Listing, in addition to and without limiting the representations and warranties set forth in the Account Agreement:

(a) Licensing. Broker holds all licenses, permits, and registrations required to act as a business broker, real estate broker, or practice broker in connection with the sale of the listed practice, and all are current and in good standing.

(b) Seller Authorization. Broker has obtained a valid Seller Authorization from each Seller, and that Seller Authorization permits Broker to: (i) list the practice on the Platform; (ii) submit Listing Content (including Confidential Listing Information) to the Platform; (iii) authorize the display of Public Listing Information and disclosure of Confidential Listing Information to Buyers who execute a Platform NDA (and other gating steps, if any); and (iv) bind the Seller to the extent needed for Broker to perform this Agreement.

(c) Accuracy. Listing Content is true, accurate, and complete in all material respects and does not contain a material misstatement or omission.

(d) No Violations. Submitting and displaying Listing Content does not and will not: (i) violate law; (ii) infringe or misappropriate third-party rights (including IP, privacy, or publicity rights); (iii) breach any confidentiality obligation (except as authorized by the Seller Authorization); or (iv) violate any agreement, court order, or legal obligation binding Broker or Seller.

(e) Authority. Broker has authority to enter into this Agreement, and this Agreement is binding and enforceable against Broker.

(f) Regulatory Status. Broker is not currently subject to any regulatory action, investigation, suspension, or revocation proceeding with respect to any required license, and Broker will promptly notify Practice Orbit if any such action begins during the term.

(g) Advertising/Marketing Compliance. Broker has complied, and will comply, with all applicable laws and standards for advertising and marketing the listed practice, including state-specific requirements for financial disclosures.

(h) No PHI; Healthcare Privacy Compliance. Broker will not submit, upload, transmit, or otherwise provide any Prohibited Content to Practice Orbit or through the Platform. Broker represents and warrants that Listing Content has been reviewed and (as applicable) de-identified and/or aggregated to remove PHI and patient-identifying information, and that Broker and Seller have complied with HIPAA, CMIA, and other applicable healthcare privacy and security laws.

2.2. Insurance. Broker will, at Broker's expense, maintain during the term of this Agreement (and for at least two (2) years after the last Listing submitted by Broker is removed):

(a) Professional Liability / E&O. Errors and omissions (or professional liability) insurance covering Broker's brokerage services, with limits of not less than One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate.

(b) Cyber Liability. Cyber/privacy liability insurance covering privacy and security incidents (including unauthorized access, disclosure, and transmission of data, and regulatory proceedings), with limits of not less than One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate.

(c) Additional Insured (Where Feasible). If Broker's policy forms and insurer allow, Broker will name Practice Orbit and its Affiliates as additional insureds on such policies (at least for claims arising from Broker's Listings and Listing Content). If naming as additional insured is not available for a given coverage, Broker will use commercially reasonable efforts to obtain an endorsement providing primary and non-contributory coverage for Practice Orbit and/or a waiver of subrogation in Practice Orbit's favor.

(d) Evidence of Coverage. Upon request, Broker will provide certificates of insurance and, if requested, relevant endorsements. Broker will provide at least thirty (30) days' prior written notice of cancellation or material reduction in coverage (or as much notice as the insurer will provide).

2.3. Continuing Obligation; Updates. The representations, warranties, and covenants in this Article II apply each time Broker submits a new Listing or modifies an existing Listing. Broker will promptly notify Practice Orbit if any representation or warranty becomes untrue in any material respect, including if any Seller Authorization is revoked, modified, or expires.

ARTICLE III
PLATFORM USE, LISTING CONTENT, AND ACCOUNT ACTIONS

3.1. License to Listing Content. Broker grants Practice Orbit a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, host, store, display, distribute, modify (for formatting and presentation), and create derivative works of Listing Content to operate, promote, and improve the Platform and to facilitate practice sale transactions.

De-Identified/Aggregated Use. Practice Orbit may use Listing Content in de-identified, anonymized, and/or aggregated form for analytics, benchmarking, product improvement, and marketing, provided Practice Orbit will not intentionally disclose Broker's or Seller's identity in connection with Confidential Listing Information except as needed to operate the Platform consistent with this Agreement and access tiers.

This license survives removal of a Listing to the extent needed for Practice Orbit to: (i) fulfill obligations to users who accessed the Listing before removal; (ii) comply with law; and (iii) enforce its rights.

3.2. Display and Access Tiers. Broker agrees:

(a) Public Listing Information may be displayed to any visitor (including unregistered users) in a manner consistent with Platform functionality.

(b) Confidential Listing Information will be accessible only to Buyers who have executed a Platform NDA and met any additional gating steps Practice Orbit applies (such as verification, a letter of intent, or similar measures).

(c) Practice Orbit may change the format, presentation, or organization of Listing Content for display, but will not materially change the substance of Listing Content without Broker's prior written consent.

3.3. Right to Remove or Decline Listings. Practice Orbit may, in its sole discretion, remove, suspend, modify, or decline to publish any Listing or Listing Content at any time, with or without notice and without liability to Broker, Seller, Buyer, or any third party. Without limiting the foregoing, Practice Orbit may remove a Listing if it receives a Seller complaint, a listing expires, this Agreement terminates, or Practice Orbit reasonably believes the Listing Content is inaccurate, misleading, includes Prohibited Content, or is otherwise objectionable.

3.4. Platform Tools; No Advice; No Party to Deals. Platform templates and tools (including NDAs and LOIs) are provided for convenience and are not legal, financial, or professional advice. Practice Orbit is not a party to any transaction between Seller and Buyer and does not assume responsibility for any deal.

3.5. Compliance with Platform Policies. Broker's use of the Platform is subject to the Practice Orbit Terms of Service (https://practiceorbit.com/terms-of-services) and Privacy Policy (https://practiceorbit.com/privacy-policy), each as amended from time to time. If there is a conflict between this Agreement and the Terms of Service, this Agreement controls for its subject matter. Broker's general use of the Platform, including acceptable use restrictions, account security, and confidentiality obligations, is governed by the Account Agreement.

3.6. Broker Responsibilities; Prohibited Content. Broker is solely responsible for: (a) obtaining and maintaining Seller Authorization; (b) ensuring Listing Content is accurate, current, and not misleading; (c) promptly updating Listing Content when Broker becomes aware of inaccuracies; and (d) ensuring Listing Content does not include Prohibited Content. Practice Orbit may remove or redact Listing Content it reasonably believes includes Prohibited Content, without notice and without liability.

3.7. Security and Availability. Practice Orbit will use commercially reasonable safeguards designed to protect the Platform, but does not guarantee the Platform or any Listing Content will be secure, uninterrupted, or error-free, or that third parties will never defeat those safeguards.

3.8. Account Suspension; Investigation. To protect the Platform and its users, Practice Orbit may, in its sole discretion and at any time, suspend or restrict Broker's account and/or access to the Platform (including the ability to submit Listings, message other users, or access Confidential Listing Information), and may place Listings in a "paused" state, if Practice Orbit reasonably believes:

(a) a complaint has been received from a Seller, Buyer, regulator, or other third party relating to Broker, a Listing, or Listing Content;

(b) Broker or a Listing may involve fraud, misrepresentation, deceptive practices, or unlawful conduct;

(c) Listing Content may be inaccurate, misleading, infringing, or include Prohibited Content;

(d) Broker's required license may be suspended, revoked, expired, or under investigation;

(e) Broker's account activity indicates a security risk (including suspected unauthorized access); or

(f) continued access could harm the Platform, its users, or Practice Orbit's reputation.

Practice Orbit may request information from Broker to investigate and may reinstate access when it determines the issue is resolved. Practice Orbit has no obligation to reinstate access. Any suspension does not limit Practice Orbit's other rights or remedies, including those set forth in the Account Agreement.

ARTICLE IV
INDEMNIFICATION

4.1. Indemnification by Broker. Broker will defend, indemnify, and hold harmless Practice Orbit and its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against all Losses arising out of or relating to:

(a) any claim by any Seller against any Indemnified Party relating to a Listing, Listing Content, the display or distribution of Listing Content, or any transaction initiated through the Platform;

(b) any claim by any Buyer or prospective purchaser against any Indemnified Party relating to the accuracy, completeness, or reliability of Listing Content, or reliance on Listing Content submitted by Broker;

(c) any breach (or alleged breach) of Broker's representations, warranties, covenants, or obligations under this Agreement or the Account Agreement;

(d) any allegation that Broker lacked authority to list a practice, submit Listing Content, or authorize display/disclosure of Listing Content;

(e) any actual or alleged infringement or misappropriation of IP rights, privacy rights, publicity rights, or other proprietary rights arising from Listing Content;

(f) any actual or alleged violation of law by Broker or arising from Listing Content, including broker licensing requirements;

(g) any claim arising from Broker's failure to maintain required licenses;

(h) any claim by any third party (including Seller employees, landlords, patients, vendors, payors, or regulators) arising out of or relating to a Listing or Listing Content; and

(i) any actual or alleged inclusion, disclosure, or transmission of Prohibited Content (including PHI) by Broker or Seller to Practice Orbit or through the Platform, including any alleged violation of HIPAA, CMIA, CCPA, or other privacy/security laws.

4.2. Indemnification Procedures. Practice Orbit will promptly notify Broker of any indemnified claim; failure to notify will not relieve Broker except to the extent Broker is materially prejudiced. Broker will assume the defense at Broker's cost with counsel reasonably satisfactory to Practice Orbit. Practice Orbit may participate with its own counsel at its own expense.

Broker may not settle any claim without Practice Orbit's prior written consent. Practice Orbit may withhold consent in its sole discretion if the settlement: (i) imposes any obligation or liability on any Indemnified Party; (ii) does not include an unconditional release of all Indemnified Parties; or (iii) would result in a finding or admission of legal violation by any Indemnified Party.

Control of Defense by Practice Orbit. If Practice Orbit reasonably determines there is a conflict of interest, or the claim could reasonably result in injunctive or equitable relief against an Indemnified Party, Practice Orbit may control the defense with counsel of its choosing, and Broker will pay the reasonable fees and costs of such counsel.

Broker will reimburse Indemnified Parties for reasonable out-of-pocket costs incurred in connection with any indemnified claim as such costs are incurred.

4.3. Cumulative Indemnification. The indemnification obligations in this Article IV are in addition to, and not in limitation of, any indemnification obligations Broker may have under the Account Agreement.

4.4. Survival. This Article IV survives expiration or termination of this Agreement and removal of any Listing.

ARTICLE V
LIMITATION OF LIABILITY AND RELEASE

5.1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRACTICE ORBIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES WILL NOT BE LIABLE TO BROKER, ANY SELLER, ANY BUYER, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY.

Non-Waivable Liability. Nothing in this Agreement limits liability to the extent it cannot be limited under applicable law, including liability for fraud, willful misconduct, or gross negligence.

5.2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PRACTICE ORBIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED $100.00 OR THE TOTAL FEES PAID BY BROKER TO PRACTICE ORBIT DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, WHICHEVER IS GREATER. THIS CAP APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

5.3. Release. Broker, for itself and its principals, agents, employees, successors, and assigns, releases and forever discharges Practice Orbit and the Indemnified Parties from all claims and causes of action of any kind, known or unknown, arising out of or relating to the Platform, any Listing, any Listing Content, or any transaction facilitated through the Platform.

This release does not apply to claims arising from Practice Orbit's fraud, willful misconduct, or gross negligence.

5.4. California Civil Code Section 1542 Waiver. Broker waives California Civil Code Section 1542, which states:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Broker acknowledges it may later discover facts different from what it now knows, and agrees the release remains effective.

5.5. Disclaimer of Warranties. THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. PRACTICE ORBIT DISCLAIMS ALL IMPLIED WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT). PRACTICE ORBIT DOES NOT WARRANT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR FREE OF HARMFUL COMPONENTS. PRACTICE ORBIT MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE PLATFORM, INCLUDING LISTING CONTENT.

ARTICLE VI
TERM AND TERMINATION

6.1. Term. This Agreement is effective as of the Effective Date and remains in effect with respect to each Listing until the Listing is removed from the Platform, unless earlier terminated under this Article VI. Each acceptance of this Agreement for a new Listing creates a separate binding obligation for that Listing.

6.2. Termination by Practice Orbit. Practice Orbit may terminate this Agreement and remove any or all Listings at any time, with or without cause and with or without notice. Practice Orbit may terminate immediately upon notice if: (a) Broker breaches this Agreement or the Account Agreement; (b) Broker's license is suspended, revoked, or expires; (c) Practice Orbit receives a Seller complaint alleging Broker lacked authorization; or (d) Practice Orbit determines continued listing poses risk to the Platform, users, or Practice Orbit's reputation.

6.3. Termination by Broker. Broker may request removal of a Listing at any time through the Platform. Practice Orbit will use commercially reasonable efforts to remove the Listing within a reasonable time.

6.4. Effect of Termination. Termination does not relieve Broker of obligations arising before termination, including indemnification. Articles I, IV, V, and VII survive. Termination of this Agreement does not terminate the Account Agreement, which continues to govern Broker's Account independently.

Retention. Practice Orbit may retain copies of Listing Content as required for legal, compliance, dispute, backup, and audit purposes, and to enforce its rights, subject to the Privacy Policy.

ARTICLE VII
GENERAL PROVISIONS

7.1. Governing Law. California law governs this Agreement without regard to conflict of laws rules.

7.2. Mandatory Arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules then in effect, before one arbitrator. The seat will be San Diego County, California. The arbitrator will apply California substantive law and may award any remedy a court could award, including injunctive relief and specific performance. Judgment may be entered in any court with jurisdiction.

This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. 1-16) to the fullest extent permitted. JAMS rules are available at https://www.jamsadr.com/rules-comprehensive-arbitration/.

7.3. Arbitration Procedures. The Parties agree: (a) arbitration will be confidential (except as required by law or to enforce the award); (b) discovery will be limited to what is directly relevant, as determined by the arbitrator; (c) the arbitrator will issue a reasoned written decision; (d) the prevailing party will recover reasonable attorneys' fees and costs, including arbitration fees; and (e) each Party will bear its own costs pending the arbitrator's award.

7.4. Class Action Waiver. ARBITRATION WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

7.5. Jury Trial Waiver. BY AGREEING TO ARBITRATION, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY.

7.6. Provisional Relief. Either Party may seek temporary or preliminary injunctive relief in a court located in San Diego County, California, as needed to protect rights pending arbitration. Doing so does not waive arbitration.

7.7. Arbitration Opt-Out. Broker may opt out of Sections 7.2 through 7.6 by sending notice to Practice Orbit at legal@practiceorbit.com within thirty (30) days after the Effective Date. The notice must include Broker's name, account email, brokerage name (if any), and a statement opting out. If Broker opts out, disputes will be resolved exclusively in the state or federal courts located in San Diego County, California, and the Parties consent to jurisdiction and venue there.

7.8. CCPA/CPRA; Data Roles and Restrictions.

(a) Minimize Personal Information. Broker will not upload Personal Information to the Platform except to the extent necessary for the listing and transaction workflow and permitted by law and Broker's agreements. Broker will not upload any Prohibited Content.

(b) Broker Responsibilities. Broker represents and warrants that Broker (and Seller, as applicable) has provided all notices and obtained all rights, consents, and authorizations required to disclose Personal Information to Practice Orbit and to permit Practice Orbit's processing of such Personal Information for the purposes described in this Agreement and the Privacy Policy.

(c) Service Provider/Contractor (Where Applicable). To the extent Broker provides Personal Information subject to the CCPA and Broker is a "business" (or "controller") with respect to that Personal Information, the Parties intend that Practice Orbit will act as a "service provider" and/or "contractor" (as those terms are used in the CCPA) to process the Personal Information on Broker's behalf for the business purposes of operating the Platform and facilitating practice sale workflows.

(d) Processing Limits. In that context, Practice Orbit will not: (i) sell or share that Personal Information; (ii) retain, use, or disclose that Personal Information outside the direct business relationship between Practice Orbit and Broker, except as permitted by the CCPA; or (iii) combine that Personal Information with Personal Information received from other sources except as permitted by the CCPA.

(e) Independent Business. Notwithstanding the foregoing, Practice Orbit may process Personal Information as an independent business (for example, for security, fraud prevention, legal compliance, and to provide and improve the Platform), as described in the Privacy Policy.

(f) Assistance. Each Party will provide commercially reasonable assistance to the other to respond to verified consumer requests or regulator inquiries to the extent required by applicable law and appropriate given the Parties' roles.

7.9. Entire Agreement. This Agreement, together with the Account Agreement, Terms of Service, and Privacy Policy, is the entire agreement between the Parties on the subject matter of per-listing obligations and supersedes prior discussions on that subject. In the event of any conflict between this Agreement and the Account Agreement with respect to the submission of a specific Listing, this Agreement controls. In the event of any conflict between this Agreement and the Account Agreement with respect to general account-level obligations (including confidentiality, acceptable use, non-circumvention, and marketing rights), the Account Agreement controls.

7.10. Amendments. Practice Orbit may modify this Agreement by posting a revised version on the Platform. The revised Agreement applies prospectively to Listings submitted after the revision is posted, unless Practice Orbit requires Broker to re-accept the revised Agreement for an existing Listing.

7.11. Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. If the class action waiver is found unenforceable as to a particular claim, that claim will be litigated in court to the extent required by law.

7.12. Waiver. No waiver is effective unless in writing and signed by Practice Orbit. Failure to enforce any right is not a waiver.

7.13. Assignment. Broker may not assign this Agreement without Practice Orbit's prior written consent. Practice Orbit may assign without restriction. Any prohibited assignment is void.

7.14. Notices. Notices may be delivered through the Platform messaging system, by email to the email associated with Broker's account, or by other means reasonably calculated to provide actual notice. Notices to Practice Orbit will be sent via https://practiceorbit.com/contact. Broker consents to electronic notices and agrees they satisfy any legal requirement for written notice.

7.15. Independent Contractor. Broker is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

7.16. No Third-Party Beneficiaries. This Agreement benefits only the Parties, except that Indemnified Parties are intended third-party beneficiaries of Article IV.

7.17. Electronic Acceptance; Records. By clicking "I Agree," "Accept," "Submit Listing," or a similar button or checkbox, Broker signs this Agreement electronically under E-SIGN and the California UETA. Broker agrees Practice Orbit may keep records of Broker's acceptance (including timestamp, IP address, and account identifier) as evidence.

7.18. Attorneys' Fees. In any arbitration, action, or proceeding to enforce this Agreement (including provisional relief), the prevailing party will recover reasonable attorneys' fees and costs.

7.19. Construction. Headings are for convenience only and do not affect interpretation. This Agreement will not be construed against a Party because of drafting.

7.20. Platform Role; No Brokerage Relationship. Broker acknowledges Practice Orbit is a technology platform provider and not a broker, agent, attorney, accountant, or fiduciary. Practice Orbit does not verify Listing Content, perform valuations, recommend Buyers/Sellers, or guarantee a Listing will result in inquiries or a sale.

IN WITNESS WHEREOF, by clicking "I Agree," "Accept," "Submit Listing," or a similar button or checkbox, Broker agrees to this Agreement as of the date of electronic acceptance.

PRACTICE ORBIT:

Practice Orbit Inc., a Delaware corporation

By electronic execution and posting on the Platform

BROKER:

By clicking "I Agree," "Accept," "Submit Listing," or similar affirmative action on the Platform