North Coast Medical Inc.

1) The Parties: This Affiliate Agreement (the "Agreement"), made and entered by and between North Coast Medical, Inc. (ncmedical.com, myncmstore.com), (referred to as "NCM", "us" or "we") with its principal place of business at 135 E. Main Ave. Suite 110, Morgan Hill, CA 95037, and you, the affiliate (referred to as "you", "your" or "Affiliate"), contains the complete terms and conditions that apply to your participation in the NCM Affiliate Program (the "NCM Affiliate Program" or "Program"). Any party referred by you to the NCM Affiliate Program in accordance with its online procedures are referred to as "Referral". Your participation in the NCM Affiliate Program is non-exclusive.

2) Term and Termination:

2.1 The term of this Agreement will begin upon our acceptance of your NCM Affiliate Program application ("Effective Date") and will end when terminated by either party as provided for herein. Notwithstanding any provision set forth in this Agreement to the contrary, either you or we may terminate this Agreement at any time, with or without cause, for any reason or for no reason, by giving the other party written notice of termination. Any such notice must be in writing and will be considered to have been duly given the day after email transmission if served in such manner to the party to whom notice is to be given, or three (3) days after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: if to NCM, to the mailing or email address set forth in the first paragraph of this Agreement; if to Affiliate, to the mailing address or email address currently listed in your Affiliate Profile. You are eligible to earn commissions only on orders completed prior to the termination of this Agreement that result in valid qualified retail sales paid by customers for which you would otherwise be entitled to a commission pursuant to Section 7 of this Agreement. Upon termination of this Agreement for any reason, you shall no longer be entitled to access to the NCM Affiliate Program, you shall immediately cease to represent that you are an Affiliate of NCM or the NCM Affiliate Program, you shall immediately cease all use of our name and/or any of our logos and/or trademarks, and you shall remove from your site, all links to our site, embedded code, and all NCM trademarks and those of any NCM trade dress, and logos, and any materials provided by or on behalf of us to you pursuant to this Agreement and/or in connection with the NCM Affiliate Program.

2.2 Without limiting the provisions of Section 2.1, above, we reserve the right to terminate any accounts we deem as "inactive." An affiliate account will be considered "inactive" if it fails to generate any sales for a period of at least one (1) year.

2.3 We reserve the right to reassign affiliates.

2.4 The termination rights set forth in this Agreement are absolute and neither you nor we shall incur any liability by reason thereof, except to the extent expressly set forth in this Agreement. We and you mutually release the other from any claim of any nature arising out of such termination, except for obligations arising out of the express terms of this Agreement that survive termination of this Agreement.

3) Enrollment in the NCM Affiliate Program:

As an interested party for the NCM Affiliate Program, you must submit an application for participation ("NCM Affiliate Program application"). Requirements for approval include, but are not limited to:

• Your status as a licensed/registered healthcare professional, or
• Your status as a business entity established in the healthcare market, or
• Your status as a network or service provider for the healthcare market, or
• Your having an approved vested interest in a healthcare market, or
• Your status as any other business entity or person that NCM approves in its sole and absolute discretion.

You will submit a complete NCM Affiliate Program application from our site. We may reject your application (at our sole discretion) if we feel you or your site is unsuitable or inconsistent with the mission of NCM. Even if your site is accepted, NCM may terminate this Agreement anytime thereafter in accordance with the provisions of Section 2 above. You hereby acknowledge that we can rely on all of your representations in your application.

4) Promotion of our/your Affiliate Program:

4.1 Upon your acceptance as a Program affiliate, we will make available to you a unique login to our Affiliate Dashboard where you will be able to track sales and activity. You will also be granted access to a unique "Code Generator" which allows you to generate the code necessary to embed your VSR into web pages and blog posts. We may make available to you a variety of graphic and/or textual links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your approved site as you desire. The Links will serve to channel potential buyers to your VSR site.

4.2 Access to the Affiliate Dashboard and/or Code Generator can be suspended or terminated by us at any time for any reason, or for no reason.

5) We agree as follows:

a. Pay Affiliate a commission pursuant to Sections 7 and 8 hereof, subject to the provisions of Section 9 hereof. Your earned commissions shall be the only consideration from us to you.

b. Work with the Affiliate Dashboard to pay Affiliate on a monthly basis when commissions due have reached a minimum of $10.00. Accounts with a balance of less than $10.00 will roll over to the next month. Payments are due and payable monthly to affiliates after ninety (90) days from the date of sale to cover returns, exchanges and other adjustments that may be necessary during the 90-day return period, as more fully set forth in Section 7 below.

c. Commissions payable by us are limited to a maximum percentage of 25% for any retail sale, as more fully set forth in Section 7 below.

6) You agree as follows:

a. Embed our code, graphics and/or text links on/in your website(s), and remove them upon termination of this Agreement.

b. Observe and honor our exclusive right of ownership as to the names of our intellectual property, including but not limited to our trademarked name and any variations thereof within all pay-for-placement and other search engines. We grant to you a limited right to the use of our trademarked names solely for promotional purposes in conjunction with the relationship described in this Agreement.

c. Remove all links regarding our promotions on the date such promotions end, and forfeit any commissions earned after the end date of the promotions if you continue to post such links after the removal date.

d. Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.

e. Ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site.

f. Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.

g. Make sure that your site does not copy or resemble the look and feel of our website or create the impression that your site is our site or a part of our site.

h. Not add any immoral or unethical links to your site pointing or otherwise relating to NCM. If any immoral or unethical links are added to your site pointing or otherwise relating to NCM, we reserve the right to pursue all legal courses of action against you to the fullest extent possible under the law and you will be responsible for returning all commissions earned to us as a result of such links to NCM.

i. Obtain all permits, licenses, and approvals necessary to perform this Agreement.

j. Perform all of the terms and provisions of this Agreement in a manner that reflects favorably upon NCM and our business reputation. Affiliate shall not present or cast our name, our products or services, logo or trademarks in a disparaging or negative manner of any kind.

k. Comply with all applicable federal, state, and local laws, statutes, regulations, ordinances and other legislative or administrative rules imposed or required by any legal public authority having jurisdiction or authority, including and not limited to the Internal Revenue Service, FDA, Federal FTC Act and the CAN-SPAM Act.

l. Not use any part of any compensation paid to you under this Agreement to pay or accrue for the benefit of, directly or indirectly, anyone who is an official, agent, director, officer or employee of any governmental entity.

m. Make no representation with respect to our products or services which in any way conflicts or is inconsistent with our products or services descriptions, performance, specifications, features, and functionality as published or provided by us, or make or pass on to any individual or entity any warranty or representation on our behalf.

n. Continuously retain our patent, trademark and/or copyright attributions, notices and markings on all demonstration articles and marketing collateral and literature, and not in any way obliterate or alter same.

7) Affiliate Commissions:

7.1 Affiliate shall not achieve a commission in excess of 25% on any retail Sale (defined below) facilitated through the NCM Affiliate Program.

• Affiliate need not have a website or may have one or more websites.
• Commissions are paid monthly after completion of the 90-day warranty/returns period.

NCM Affiliate Program shall pay a commission up to 25% to Affiliate from qualified Sales (defined below) that originate and transact on Affiliate's website, RxCart, Widgets or other NCM approved means of generating sales.

A "qualified" sale consists of any sale of product or services that is successfully paid, and is not returned, refunded, discounted, charged-back, or otherwise cancelled or negated.

7.2 For the purposes of the Program and this Agreement, "Sales" or "Net Sales" shall mean valid, qualified retail sales paid by your website customer minus any chargebacks, refunds and returns during the 90-day warranty/returns period. Commissions shall be paid on Sales as defined herein, pursuant to the payment procedures set forth in Section 8, below.

7.3 In the event that any price reductions, partial refunds, or adjustments lower the original sales price, commissions will be paid on the final adjusted sale amount. Commissions shall also be subject to the limitations set forth in Section 9 below (Tracking).

7.4 Affiliate agrees not to manipulate the commission structure of the NCM Affiliate Program in any way to circumvent the terms herein. Should Affiliate violate the foregoing provision, NCM may, in its sole and absolute discretion, and in addition to any other right or remedy it may have under law or equity, elect to terminate this Agreement pursuant to Section 2 hereof.

7.5 Commission rates and structure may change at any time without notice, and any such changes shall be binding upon Affiliate. Affiliate shall refer to its Affiliate Dashboard, or http://myncmstore.com/affiliate-program/ for the most current and up to date commission details.

8) Payment Procedures:

8.1 Once the $10.00 minimum set forth in Section 5(b) has been reached, we will issue payment to Affiliate within 30 days after the end of each calendar month for all commissions earned during that month after expiration of the applicable 90-day warranty/returns period referred to in Section 7.

8.2 After Affiliate has met the $10 minimum payout requirement, and all funds have met the 90-day holding period, Affiliate will receive the full amount of commissions due, less any amount we determine, in our sole discretion, not validly earned from a proper use of the embedded code or links on an affiliate's website.

8.3 Payments will be issued via the Affiliate Dashboard only, payable to you at the address submitted by you in your online registration.

9) Tracking:

9.1 Affiliate Dashboard will be solely responsible for tracking commissions using special software that communicates with unique URLs and embedded code created with the Code Generator.

9.2 Commissions are tracked through the use of unique ID numbers in our code, and cookies. In some cases it will not be possible to track traffic from the Affiliate's site because the visitor is using cookie-blocking software or other methods to prevent being tracked. We are only responsible for paying commissions that can be tracked to the Affiliate using the technology in use by NCM.

9.3 We use a "last affiliate wins" system, under which a particular Internet user is assigned to the last affiliate site that a user visited prior to entering the NCM website and then completes a transaction with NCM. For example, if the user visits "Affiliate A"; then enters NCM but does not complete a transaction; then the user later visits "Affiliate B"; finally enters NCM again and this time submits an order. In this case the consumer is assigned to "Affiliate B", and the commission is paid to "Affiliate B".

9.4 NCM will utilize its commercially reasonable best efforts to ensure accurate tracking of commissions made by Affiliate. Affiliate will be solely responsible for ensuring that its generated code and URLs are formatted properly, a necessary prerequisite for accurate tracking of commissions. Notwithstanding the above statement of responsibility by NCM to track commissions, you hereby acknowledge and accept that the tracking system employed by NCM is not 100% fail-safe and that there may on occasion be instances of commissions made that are not credited to you for any of the following reasons:

a. Your failure to use the proper format of the specially assigned code in web pages and blog posts, etc.

b. Deliberate or accidental actions by customers to circumvent your code so that our software is unable to accurately track the referral.

c. Bugs, glitches or crashes of the tracking software that render it unable to accurately track commissions for a period of time.

d. Acts of nature that cause irretrievable data loss on the computers and backup media that store the commission information.

9.5 As such, you will not hold NCM liable to compensate you for any claimed commissions that were not tracked and recorded by the tracking software.

10) Confidentiality: Except with the prior written consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them (hereinafter "Confidential Information") shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the party for its own business purposes or for any other purpose not expressly permitted under this Agreement. Confidential Information shall not include any information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, or (b) was received by the other party on a non-confidential basis from a third party who had a legal right to make such disclosure. In the event that either party becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the party so compelled agrees to provide the other party with prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy and/or waive the compelled party's compliance with the provisions of this Agreement. If the other party has not obtained a protective order or other remedy within a reasonable period of time after notice by the compelled party, or if the other party waives compliance with the provisions of this Agreement, the compelled party agrees to furnish only that portion of the Confidential Information that, in the reasonable opinion of the compelled party's counsel, is legally required to be furnished.

11) Limitation of Liability: We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the affiliate relationship, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the NCM Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

12) Intellectual Property and Limited License:

You acknowledge and agree that we and our licensors own and retain all rights, title, and interest in and to the NCM VSR and Rx Cart (the "NCM Platforms"), technology, products and services available on the NCM website and all ideas, concepts, methodologies, formats, specifications, and other know-how furnished by us or our licensors in connection with the performance of its obligations hereunder, as well as all related patents, copyrights, trademarks, trade secrets, and other proprietary and intellectual property rights (the "NCM Intellectual Property"). The NCM Intellectual Property is protected by the laws of copyright, patent, trade secret, trademarks, and any other intellectual or industrial property rights applicable to the Products. Affiliate neither acquires nor is granted in any manner whatsoever any right, title or interest of any nature in and to the NCM Intellectual Property by virtue of this Agreement. You agree that all updates, derivative works, designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made by you during the course of this Agreement and relating to the NCM Intellectual Property ("New Developments") shall be and are assigned to NCM as its sole and exclusive property. On NCM's request, you agree to assist NCM, at NCM's expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data, the execution of all applications, specifications, oaths, and assignments, and all other instruments and papers which NCM shall deem necessary to apply for and to assign or convey to NCM, its successors and assigns or nominees, the sole and exclusive right, title and interest in such New Developments.

In furtherance of the terms of this Agreement, and for no other purpose, we grant you a nonexclusive, nontransferable, revocable right to connect to our site(s), which may include the NCM Platforms, database, and/or website content through the code generated by our Code Generator for the sole purpose of embedding the NCM Platforms onto your website, or linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in selling and promoting NCM products and services in accordance with the terms of this Agreement. You may not alter, modify, or change the code generated in any way. You are only entitled to use the code to the extent that you are a member in good standing of the NCM Affiliate Program. We may revoke your license at any time, for any reason or for no reason, by giving you written notice in accordance with the provisions of Section 2 of this Agreement.

13) Disclaimers: We make no express or implied warranties or representations with respect to the NCM website, the NCM Platforms, or the NCM Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14) Representations and Warranties. You hereby represent and warrant to us as follows:

a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. The development, operation, and contents of your site do not and shall not infringe upon the copyright, trademark, or any other right of any person or entity.

15) Independent Investigation. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer participation on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the NCM Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement.

16) Fraud. If you commit fraud or make any misrepresentation to us for the purpose of receiving Commissions under this Agreement, this Agreement will be terminated immediately. In addition, you will be liable to NCM for any and all damages that we suffer as a result of such actions. You will also be responsible for returning to NCM all Commissions received on the basis of false or misleading information submitted to us. We reserve all other rights and remedies available to us under applicable law.

17) Anti-Predatory Policy. You shall not utilize or distribute software downloads that enable diversions of Commissions from other affiliates in our Program, including but not limited to those commonly known as "ParasiteWare" or that carry out functions commonly known as "Parasitic Marketing." ParasiteWare is software (including, but not restricted to, browser helpers, browser plugins, toolbars and pop ups/sliders) that knowingly or unknowingly undermines or removes another affiliate's ability to compete by changing, intercepting or redirecting an affiliate link. ParasiteWare may be installed knowingly or unknowingly by the end user, altering normal web browser functions and/or installing a third party application that works through the user's altered browser. You also agree not to use any kind of technique that intercepts natural searches to redirect traffic through installed software, thereby causing commission-tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the natural search. (Natural search engines being, but not limited to, Google, Yahoo, and similar search or directory engines). You also agree not to use any technique or marketing program that might reasonably be considered "predatory" or manipulative. NCM reserves the right to determine whether a technique or program is "predatory" or manipulative. In the event that you breach any of the foregoing provisions of this Section, NCM shall have the following rights and remedies, in addition to all other rights or remedies available at law or equity: termination of this Agreement; forfeiture of all pending Commissions otherwise payable to you; requirement that you disgorge any improperly received Commissions.

18) E-mail Marketing and Endorsements.

a. Affiliate agrees to comply with the requirements of the CAN-SPAM Act of 2003 (the "Act") in its distribution of e-mail that contains messaging regarding NCM. Without limiting the generality of the foregoing, e-mails transmitted or distributed by you that relate to sales of products or services in connection with the NCM Affiliate Program must meet the following criteria:

i. May only be sent to recipients who have expressly agreed directly with User, in advance, to receive such communications from User.

ii. Must clearly and conspicuously identify that the message is an advertisement or solicitation, unless recipient has given prior affirmative consent to receipt of the message. Affirmative consent means that the recipient expressly consented to receive the message either in response to a clear and conspicuous request for such consent or at the recipient's own initiative.

iii. Must clearly and conspicuously notify the recipient of the opportunity to decline to receive further commercial e-mail from User.

iv. Must provide a valid physical postal address of User.

v. Must provide a functioning return e-mail address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial e-mail, a reply e-mail or other Internet-based mechanism a request not to receive future commercial e-mail from User. The return address or Internet-based mechanism must be capable of receiving such messages for at least 30 days after the transmission of the original message. Affiliate may not send subsequent commercial e-mails more than ten (10) business days after the recipient's request not to receive further e-mails has been received (unless there is a subsequent affirmative consent by the recipient to receive such e-mails.) Once Affiliate receives such a request, Affiliate may not sell, lease, exchange or otherwise transfer or release the e-mail address of the recipient.

vi. May not contain materially false or materially misleading header information, or deceptive subject heading.

vii. May not contain sexually oriented material.

b. Affiliate shall not initiate or assist in the transmission of commercial e-mail using an e-mail address: (1) that was collected through automated means, from a third-party website in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining names, letters or numbers into numerous permutations. Affiliate may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial e-mail, and the registration of an e-mail account that materially falsifies the identity of the actual registrant.

c. Every endorsement, including testimonial, published by Affiliate regarding us or any of our products or services must be truthful, substantiated, and be neither deceptive nor unfair, as required by the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (16 Code of Federal Regulations Part 255) as now or hereafter amended. An endorsement is an advertising message that your readers are likely to believe reflects any opinion, belief, finding or experience of Affiliate and/or any other individual, expert, or organization other than us, even if those views are identical to ours. If Affiliate is then publishing a banner ad that advertises us, no further notice of the material connection between Affiliate and us is required. If Affiliate is not then publishing such banner ad, and publishes any endorsement of us or any of our products or services, Affiliate must publish notice to your readers that Affiliate may receive compensation from us. Affiliate must promptly notify us each time Affiliate is going to publish, or is publishing, an endorsement regarding us or any of our products or services. If we believe any endorsement does not comply with the FTC Guides, we reserve the right to require Affiliate to promptly bring the endorsement into compliance with the FTC Guides or immediately delete the endorsement(s).

d. In the event that you breach any of the foregoing provisions of this Section, NCM shall have the following rights and remedies, in addition to all other rights or remedies available at law or equity: termination of this Agreement; forfeiture of all pending Commissions otherwise payable to you; requirement that you disgorge any Commissions received as a result of promotional efforts which cannot be verified by Affiliate as having complied with the terms and conditions of this Section.

19) Privacy and HIPAA Compliance. NCM complies with applicable U.S. privacy laws, including the Health Insurance Portability and Accountability Act ("HIPAA"), where applicable. Please review our Privacy Policy on the NCM website. The following terms apply to the parties under this Agreement:

a. NCM does not collect, store, or process Personal Health Information ("PHI") through the NCM Platforms.

b. You warrant and represent that your systems and website is compliant with applicable U.S. privacy laws including without limitation HIPAA.

c. You are responsible for ensuring that end customer / patient data is submitted in accordance with legal and ethical standards, including obtaining all required end customer / patient consents. The only personal information captured on the NCM Platforms is the name, contact information, email address and payment information of each end customer / patient. Such information is kept on a secure database.

d. Both you and NCM agree that we may use or disclose PHI as reasonably necessary to provide individualized product recommendations that constitute treatment, provided such recommendations are not marketing under 45 CFR § 164.508(a)(3).

e. Affiliate also agrees to the terms of the attached Business Associate Agreement (see below) to ensure compliance with HIPAA requirements as applicable.

20) Indemnification. The parties agree to the following indemnity obligations:

a. You shall indemnify, defend and hold harmless NCM, and NCM's officers, directors, employees, agents and shareholders (hereinafter the "NCM Parties") from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs (collectively "Claims"), that the NCM Parties may incur or suffer and that result from, or are related to (i) your negligent acts or omissions, or your willful misconduct, (ii) your violation of any law or regulation including without limitation U.S. privacy laws and HIPAA, (iii) your violation of any term or provision of this Agreement, or (iv) the development, content and/or operations of your website.

b. NCM shall indemnify, defend and hold harmless User, and User's officers, directors, employees, agents and shareholders (hereinafter the "User Parties") from and against any and all Claims, that the User Parties may incur or suffer and that result from, or are related to (i) NCM's negligent acts or omissions, or NCM's willful misconduct, (ii) NCM's violation of any law or regulation including without limitation U.S. privacy laws and HIPAA, (iii) NCM's violation of any term or provision of this Agreement, or (iv) the development, content and/or operations of the NCM Platforms.

c. Within ten (10) days after receipt by an indemnified party (the "Indemnified Party") of notice of the assertion of any Claim with respect to which such Indemnified Party expects to make a request for indemnification hereunder, such Indemnified Party shall give the indemnifying party (the "Indemnifying Party") written notice describing such claim in reasonable detail; provided, however, that the failure to so notify within such ten (10) day period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent of actual damages incurred by the Indemnifying Party as a result of such failure. The Indemnifying Party shall, upon receipt of such notice, be entitled to participate in, or at the Indemnified Party's option, assume the defense, appeal or settlement of, such claim with respect to such indemnity which has been invoked, with counsel selected by the Indemnifying Party and approved by the Indemnified Party (which approval shall not be unreasonably withheld). The Indemnified Party will cooperate with the Indemnifying Party in connection with Third Party Claims at the Indemnifying Party's cost and expense. The settlement of any Claim shall be made by the party who has assumed the defense, appeal or settlement thereof in accordance with this paragraph but shall not be made without the consent of the other party, unless the terms of such settlement or compromise involves only the payment of money without any admission of wrongdoing by the party on whose behalf the settlement or compromise is to be made. In the event the Indemnifying Party fails to assume the defense, appeal or settlement of such claim within ten (10) days after receipt of notice thereof from the other party, the Indemnifying Party shall have the right (at the sole cost and expense of the other party) to undertake the defense or appeal of, or settle or compromise, such claim on behalf of and for the account and risk of the Indemnifying Party.

21) Limitation of Liability. Notwithstanding anything to the contrary in this Agreement and excluding the parties' indemnity obligations as set forth above, a party's aggregate monetary liability to the other party for violations of this Agreement will not exceed an amount equal to the Commissions paid by NCM to the Affiliate within the twelve-month period preceding a claim between the parties to this Agreement. Neither party will be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the affiliate relationship, even if such party has been advised of the possibility of such damages.

22) Sales Tax. This Agreement is not a consignment agreement and the parties agree that NCM, as the seller of any NCM products, shall handle any sales tax associated with any sale of NCM products through the NCM Platforms.

23) Amendments and Modifications: We may unilaterally amend any of the terms and conditions of this Agreement at any time. Please check back on our site where we will post a change notice. If the amendments are unacceptable to you, your only recourse is to terminate this Agreement in accordance with the provisions of Section 2 of this Agreement. Your continued participation in the NCM Affiliate Program after a change notice has been posted will constitute binding acceptance of the amendment.

24) Independent Contractors: You and NCM are independent contractors and nothing in this Agreement is intended or shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

25) Assignment: Neither this Agreement nor any of your rights, interests, duties, or obligations shall be assigned, transferred or delegated to any other person, firm, or corporation without our prior written consent. Any attempted assignment or delegation by Affiliate without such prior written consent shall be void and without effect. We may assign this Agreement upon written notice to you.

26) Reservation of Rights: Without limiting the rights provided to us under Section 2 of this Agreement, NCM may terminate this Agreement at any time if you or your site is determined (at our sole discretion) to be unsuitable for the Program, even if you or your site has not changed since the time that your Affiliate Program application was accepted. NCM also reserves the right to monitor your site at any time to determine whether it is in compliance with this Agreement.

27) Governing Law; Jurisdiction; Entire Agreement; Successors and Assigns; Waiver; Severability; Headings: The laws of the State of California and the laws of the United States applicable to persons and entities domiciled in the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in or around the vicinity of Gilroy, CA, and you irrevocably consent to the jurisdiction of such courts. This Agreement is the entire agreement between you and NCM and supersedes all prior communications, understandings and agreements relating to the NCM Affiliate Program, whether oral or written. Subject to the foregoing restriction and Section 25, above, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. If any provision in of this Agreement shall be held unenforceable, such unenforceable provision shall be stricken from the Agreement, and the remainder of this Agreement shall nevertheless remain in full force and effect, and the Agreement shall be construed to the greatest extent possible to give effect to the intent of the parties with respect to the stricken provision. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

28) Injunctive Relief: The parties acknowledge that the business and other restrictions contained in this Agreement are reasonable and necessary for the adequate protection of NCM and its business. Affiliate agrees that a violation of any of the terms or conditions contained in said Sections will cause irreparable harm and injury to Company which may be difficult or impossible to ascertain, such that a remedy at law for breach thereof may be inadequate. Accordingly, NCM shall be entitled as a matter of course, in addition to any other rights or remedies, to an injunction issued by any court of competent jurisdiction enjoining or restraining Affiliate from continuing to do any act or commit any violation or threatened violation of any of the provisions of Sections 2.1, 6(c), 6(e), 6(g), 6(h), 6(j), 10, 20 or 26, and Affiliate hereby consents to the issuance of such injunction or restraining order without bond or other security.

29) Survival: All provisions of this Agreement that would reasonably be expected to survive termination of this Agreement shall survive termination of this Agreement.

By clicking "accept" you, the "Covered Entity" agrees to the terms of this HIPAA Business Associate Agreement (the "Agreement") as of the date of your acceptance. For purposes of the below terms, North Coast Medical Inc. shall be referred to as the "Business Associate".

WHEREAS, Business Associate may maintain, transmit create or receive data for or from Covered Entity that constitutes Protected Health Information (as defined at 45 CFR §160.103) to perform tasks on behalf of Covered Entity;

WHEREAS, Covered Entity is or may be subject to the requirements of 42 U.S.C. 1320d et seq. enacted by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH") and the implementing regulations set forth at 45 CFR Parts 160, 162 and 164 ("HIPAA Regulations"). As used herein, "PHI" refers to Protected Health Information maintained, transmitted, created or received by Business Associate for or from Covered Entity.

WHEREAS, to the extent required by the HIPAA Regulations and applicable state law, Business Associate is or may be directly subject to certain privacy and security obligations and penalty provisions of HIPAA, HITECH, the HIPAA Regulations and state law.

NOW, THEREFORE, the parties agree as follows:

Business Associate may use and disclose PHI only as expressly permitted or required by this Agreement or as required by law. Business Associate may use or disclose PHI as required to perform its obligations under any underlying service agreements, which includes the NCM Platforms User Agreement (collectively, "Service Agreement") between the parties to perform certain services as described in the Service Agreement ("Services"), provided that Business Associate shall not use or disclose PHI in any manner that would constitute a violation of the HIPAA Regulations if done by Covered Entity. Without limiting the generality of the foregoing, Business Associate shall not sell PHI or use or disclose PHI for purposes of marketing or fundraising, as defined and proscribed in the HIPAA Regulations, HITECH and applicable state law. Notwithstanding the preceding sentence, Business Associate and Covered Entity may use or disclose PHI as reasonably necessary to provide individualized product recommendations that constitute treatment, provided such recommendations are not marketing under 45 CFR § 164.508(a)(3). Business Associate shall limit its uses and disclosures of, and requests for, PHI (i) when practical, to the information making up a limited data set (as set forth at 45 CFR § 164.514); and (ii) in all other cases subject to the requirements of 45 CFR §164.502(b), to the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure or request. To the extent Covered Entity notifies Business Associate of a restriction request granted by Covered Entity that would limit Business Associate's use or disclosure of PHI, Business Associate will comply with the restriction. To the extent Business Associate is to carry out an obligation of Covered Entity under the HIPAA Regulations, Business Associate shall comply with the requirements of the HIPAA Regulations that apply to Covered Entity in the performance of such obligation. Business Associate agrees to use and maintain reasonable and appropriate administrative, technical and physical safeguards to protect PHI from uses or disclosures not permitted by this Agreement, including, but not limited to, maintaining policies and procedures to detect, prevent or mitigate identity theft based on PHI or information derived from PHI. In addition, Business Associate agrees to comply with the applicable requirements of 45 CFR Part 164, subpart C of the HIPAA Regulations with respect to electronic PHI and any guidance issued by the Secretary of the Department of Health and Human Services ("HHS"). Business Associate specifically agrees to employ multiple security mechanisms to ensure the confidentiality, integrity and availability of all electronic PHI, including, but not limited to, authentication controls, authorization controls, audit controls and encryption.

1. To the extent Business Associate becomes aware of or discovers any use or disclosure of PHI in violation of this Agreement, any Security Incident (as defined at 45 CFR §164.304) any Red Flag (as defined at 16 CFR §681.2(b)) related to any individual who is the subject of PHI, and any Breach of Unsecured Protected Health Information (both as defined at 45 CFR §164.402), Business Associate shall promptly report such use, disclosure, incident, Red Flag or breach to Covered Entity. All reports of Breaches shall be made within ten (10) business days of Business Associate discovering the Breach and shall include the information specified at 45 CFR § 164.410. Business Associate shall mitigate, to the extent practicable, any harmful effect known to it of a use or disclosure of PHI by Business Associate not permitted by this Agreement. Business Associate shall promptly reimburse Covered Entity all reasonable costs incurred by Covered Entity with respect to providing notification of and mitigating a Breach involving Business Associate, including but not limited to printing, postage costs and toll-free hotline costs.

2. In accordance with 45 CFR §§ 164.308(b)(2) and 164.502(e)(1)(i), Business Associate shall ensure that each subcontractor or agent that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees in writing to be bound by the same restrictions, terms and conditions that apply to Business Associate pursuant to this Agreement.

3. In accordance with 45 CFR §164.524 and within fifteen (15) days of a request by Covered Entity for access to PHI about an individual contained in a Designated Record Set (as defined at 45 CFR §164.501), Business Associate shall make available to Covered Entity such PHI in the form requested by Covered Entity. If the requested PHI is maintained electronically, Business Associate shall provide a copy of the PHI in the electronic form and format requested by the individual, if it is readily producible, or, if not, in a readable electronic form and format as agreed to by Covered Entity and the individual. In the event that any individual requests access to PHI directly from Business Associate, Business Associate shall within ten (10) days forward such request to Covered Entity. Any denials of access to the PHI requested shall be the responsibility of Covered Entity.

4. In accordance with 45 CFR §164.526 and within fifteen (15) days of receipt of a request from Covered Entity for the amendment of an individual's PHI contained in a Designated Record Set (for so long as the PHI is maintained in the Designated Record Set), Business Associate shall provide such information to Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 CFR §164.526. In the event a request for an amendment is delivered directly to Business Associate, Business Associate shall within ten (10) days of receiving such request forward the request to Covered Entity. Except for disclosures of PHI by Business Associate that are excluded from the accounting obligation as set forth at 45 CFR §164.528 or regulations issued pursuant to HITECH, Business Associate shall record for each disclosure the information required to be recorded by covered entities pursuant to 45 CFR §164.528. Within twenty (20) days of notice by Covered Entity to Business Associate that it has received a request for an accounting of disclosures of PHI, Business Associate shall make available to Covered Entity, or if requested by Covered Entity, to the individual, the information required to be maintained pursuant to this Section 7. In the event the request for an accounting is delivered directly to Business Associate, Business Associate shall within ten (10) days forward such request to Covered Entity.

5. At Covered Entity's or HHS' request, Business Associate shall make its internal practices, books and records relating to the use and disclosure of PHI available to HHS for purposes of determining compliance with the HIPAA Regulations.

6. Business Associate is not authorized to use or disclose PHI in a manner that would violate the HIPAA Regulations if done by Covered Entity, provided that Business Associate may:

a. use the PHI for its proper management and administration and to carry out its legal responsibilities.

b. disclose PHI for its proper management and administration and to carry out its legal responsibilities, provided that disclosures are required by law, or Business Associate obtains reasonable assurances from the recipient that the PHI will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient, and the recipient notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.

c. use and disclose PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR § 164.502(j)(1).

d. aggregate the PHI in its possession with the Protected Health Information of other covered entities that Business Associate has in its possession through its capacity as a business associate to other covered entities, provided that the purpose of such aggregation is to provide Covered Entity with data analysis relating to the health care operations of Covered Entity.

e. use PHI to create de-identified information, provided that the de- identification conforms to the requirements of 45 CFR § 164.514(b).

7. If Business Associate conducts standard transactions (as defined in 45 CFR Part 160) for or on behalf of Covered Entity, Business Associate will comply and will require by written contract each agent or contractor (including any subcontractor) involved with the conduct of such standard transactions to comply, with each applicable requirement of the HIPAA Regulations (as set forth at 45 CFR Parts 160 and 162). Business Associate will not enter into, or permit its agents or contractors (including subcontractors) to enter into, any trading partner agreement in connection with the conduct of standard transactions for or on behalf of Covered Entity that: (i) changes the definition, data condition, or use of a data element or segment in a standard transaction; (ii) adds any data elements or segments to the maximum defined data set; (iii) uses any code or data element that is marked "not used" in the standard transaction's implementation specification or is not in the standard transaction's implementation specification; or (iv) changes the meaning or intent of the standard transaction's implementation specification. Business Associate agrees to participate in any test modification conducted by Covered Entity in accordance with the HIPAA Regulations.

8. This Agreement shall be effective as of the Effective Date and shall remain in effect until Business Associate ceases to provide the Services to Covered Entity. Either party may terminate this Agreement effective immediately if it determines that the other party has breached a material provision of this Agreement and failed to cure such breach within thirty (30) days of being notified by the other party of the breach. If the non-breaching party determines that cure is not possible, such party may terminate this Agreement effective immediately upon written notice to other party. If termination is not feasible, the non-breaching party shall report the breach to HHS. The parties understand and agree that termination of this Agreement shall automatically terminate the relationship whereby Business Associate performs the Services on behalf of the Covered Entity.

9. Upon termination of this Agreement, Business Associate shall either return or destroy, at no cost to Covered Entity, all PHI that Business Associate still maintains in any form. Business Associate shall not retain any copies of such PHI. Notwithstanding the foregoing, to the extent that it is not feasible to return or destroy such PHI, the terms and provisions of this Agreement shall survive termination of this Agreement, and Business Associate shall only use or disclose such PHI solely for such purpose or purposes which prevented the return or destruction of such PHI.

10. Nothing in this Agreement shall be construed to create any rights or remedies in any third parties or any agency relationship between the parties. To the extent Business Associate is acting as a business associate under the HIPAA Regulations, Business Associate shall be subject to the penalty provisions specified in HITECH. Upon the effective date of any final regulation or amendment to final regulations promulgated by HHS with respect to PHI, this Agreement will be deemed to be automatically amended such that the obligations imposed on the parties remain in compliance with such regulations. The terms and conditions of this Agreement shall override and control any conflicting term or condition of any agreement between the parties with respect to the Services including the NCM Terms and Conditions above, and all non-conflicting terms and conditions shall remain in full force and effect.