PARTNERSHIP, REFERRAL, AND MUTUAL NON-DISCLOSURE AGREEMENT

This Partnership, Referral, and Mutual Non-Disclosure Agreement (the “Agreement”) is effective as of the date of the last signature below (the “Effective Date”) by and between Thrivepoint North, LLC, together with its affiliated and related companies and brands, including Hyperbaric Health and OxyEdge (collectively, “Thrivepoint”), located at 141 New Shackle Island Rd, Hendersonville, TN 37075, and Cryophile LLC d/b/a Artica Systems (“Artica”), located at 10100 SE Main St Unit 107, Milwaukie, OR 97222.

Thrivepoint and Artica are each referred to as a “Party” and together as the “Parties.”

CONSENT TO ELECTRONIC SIGNATURE

Each Party consents to conduct this transaction by electronic means and agrees that this Agreement may be executed and delivered by electronic signature, which shall have the same legal force and effect as a handwritten signature and shall be deemed an original for all purposes.

Each Party acknowledges that it has the hardware and software necessary to access, receive, and retain this Agreement in electronic form, that it may print or save a copy for its records, and that it may withdraw consent to transact electronically as to future documents by written notice, though such withdrawal will not affect the validity or enforceability of this Agreement once signed.

The Parties agree that an electronic signature, electronic record of this Agreement, and any electronic acceptance, timestamp, or audit-trail data captured by the signing platform constitute competent, admissible evidence of the Parties' agreement and intent to be bound, and that this Agreement and related records shall not be denied legal effect solely because they are in electronic form, in accordance with the federal E-SIGN Act, 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act as adopted in the applicable jurisdiction.

RECITALS

WHEREAS, Thrivepoint is engaged in the health and wellness industry, including the manufacture, sale, installation, and support of hyperbaric oxygen therapy chambers and related hardware, firmware, and software;

WHEREAS, Artica is engaged in the health and wellness industry, including the sale and installation of cryotherapy equipment, and serves a client base similar and complementary to that of Thrivepoint;

WHEREAS, the Parties wish to establish a mutually beneficial, reciprocal referral relationship whereby each Party may introduce clients to the other and earn referral commissions and may, by mutual written agreement, expand the relationship to include managed sales, installation, and white-label arrangements;

WHEREAS, in the course of the relationship, the Parties may become familiar with each other's business methods, including technical services, management practices, business techniques, pricing, and client relationships, and each Party desires appropriate safeguards to protect its investments, goodwill, and confidential information;

WHEREAS, the Parties acknowledge that each is engaged in the health and wellness industry and may provide products or services to and maintain relationships with other companies, including competitors of the other Party, and nothing in this Agreement is intended to prevent either Party from operating its own independent business;

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. PURPOSE AND NATURE OF THE RELATIONSHIP

1.1 Non-Exclusive Relationship.

The Parties will cooperate on a non-exclusive basis to refer prospective clients to one another and, where mutually agreed, to market, sell, install, and support each other's products and services. The Parties' core products are complementary, including hyperbaric oxygen therapy and cryotherapy equipment and related products and services.

1.2 Independent Contractors.

Nothing in this Agreement creates a legal partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the Parties.

Each Party is an independent contractor solely responsible for its own business operations, costs, taxes, insurance, employees, contractors, products, warranties, services, and liabilities except as expressly provided herein.

Neither Party has authority to bind the other Party or make representations, warranties, commitments, or guarantees on behalf of the other Party without prior written authorization.

1.3 No Referral Obligation.

Neither Party is obligated to make any particular referral or accept any referral offered by the other. Each Party retains full discretion over its pricing, commercial terms, products, services, and whether to complete any transaction.

2. REFERRAL AND COMMISSION STRUCTURE

2.1 Definitions.

For purposes of this Section:

(a) “Referring Party” means the Party that introduces a Referred Client to the other Party.

(b) “Fulfilling Party” means the Party whose product or service is sold to the Referred Client.

(c) “Referred Client” means a client introduced by one Party to the other and properly registered under Section 2.6.

(d) “Net Sale Amount” means the amount actually invoiced to and collected by the Fulfilling Party for products or services sold to a Referred Client, excluding sales and use taxes, shipping and freight charges, duties, refunds, credits, chargebacks, and third-party financing fees.

2.2 Standard Referral Commission, 10%.

Where a Party refers a Referred Client and the Fulfilling Party conducts the sale, installation, and support, the Referring Party shall earn a commission equal to ten percent (10%) of the Net Sale Amount on the initial sale and each subsequent qualifying sale of products or services by the Fulfilling Party to that same Referred Client, subject to Section 2.5.

2.3 Managed Sale and Installation Commission, 20%.

Where the Referring Party materially manages the sale and installation of the Fulfilling Party's product, with only minimal support required from the Fulfilling Party, the Referring Party shall earn a commission equal to twenty percent (20%) of the Net Sale Amount on that sale.

The twenty percent (20%) commission shall apply to subsequent sales to the same Referred Client only where the Referring Party continues to materially manage the applicable sale and installation.

If the Referring Party does not materially manage a subsequent transaction, but the transaction otherwise qualifies as a subsequent sale to a properly registered Referred Client, the ten percent (10%) standard referral commission under Section 2.2 shall apply during the applicable commission period.

2.4 White-Label Arrangement, 30%, Future Amendment.

Should the Parties mutually agree in writing to enter a white-label arrangement whereby one Party sells, brands, distributes, or resells the other Party's product as its own, this Agreement shall be amended by written addendum to provide for a thirty percent (30%) commission or margin, or such other compensation structure as the Parties then agree.

Until such an amendment is executed in writing and signed by both Parties, no white-label, private-label, distribution, or resale rights are granted, and neither Party may brand or market the other Party's product as its own.

2.5 Ongoing Commissions and Post-Termination Tail.

Commissions under Sections 2.2 and 2.3 apply during the term of this Agreement and, with respect to Referred Clients properly registered before termination or expiration, for twenty-four (24) months following the effective date of termination or expiration.

The twenty percent (20%) managed-sale commission applies during such period only to transactions that the Referring Party continues to materially manage in accordance with Section 2.3. Otherwise, qualifying subsequent sales shall be subject to the ten percent (10%) referral commission.

The commission rights associated with a Referred Client apply only to the specific individual or legal entity registered as the Referred Client unless the Parties agree otherwise in writing. An affiliate, parent company, subsidiary, sister company, owner, related business, successor business, or other associated entity shall not automatically constitute the same Referred Client solely by reason of common ownership, management, or affiliation.

2.6 Registration, Acceptance, and Tracking.

To qualify for commission, a referral must be documented in writing, with email being sufficient, identifying the prospective Referred Client and the Referring Party.

Upon receipt of the referral registration, the Fulfilling Party shall have ten (10) business days to object on the basis that the proposed Referred Client was already an active customer or documented active prospect of the Fulfilling Party at the time the referral was submitted.

If the Fulfilling Party claims the proposed Referred Client was already an active customer or active prospect, the Fulfilling Party shall provide reasonably sufficient dated documentation supporting that claim within the same ten (10) business-day period.

Such documentation may include CRM records, written proposals, quotations, email correspondence, documented sales activity, or other contemporaneous business records reasonably demonstrating an active commercial relationship or active sales pursuit predating the referral.

If the Fulfilling Party does not timely object and provide supporting documentation within the ten (10) business-day period, the referral shall be deemed accepted and registered for purposes of this Agreement.

Each Party shall maintain reasonably accurate records of Referred Clients and associated sales and, upon reasonable written request, provide the other Party with a written statement of qualifying sales and commissions due.

2.7 Reciprocity.

The commission tiers, registration requirements, payment terms, and protections contained in this Section apply equally and reciprocally to referrals made by either Party to the other.

3. PAYMENT TERMS

3.1 Deposit and Balance Payments.

Commissions follow the Fulfilling Party's actual collection of funds from the Referred Client.

Where the Referred Client pays by deposit and balance:

(a) the commission attributable to the deposit is due and payable within seven (7) days after the Fulfilling Party receives the deposit; and

(b) the commission attributable to the balance is due and payable within seven (7) days after the Fulfilling Party receives the balance.

3.2 Single Payments.

Where a Referred Client pays in a single installment, the full commission is due and payable within seven (7) days after the Fulfilling Party receives that payment.

3.3 Payment Method, Refunds, and Chargebacks.

Commissions shall be paid by the method and to the account designated in writing by the Referring Party.

If a Referred Client's payment is subsequently refunded, charged back, reversed, or otherwise returned, any commission previously paid on the refunded or reversed amount shall be credited against future commissions or repaid to the Fulfilling Party within thirty (30) days after written notice.

The Parties intend the referral and compensation terms to operate reciprocally and in a commercially reasonable manner.

4. CONFIDENTIAL INFORMATION

“Confidential Information” means all non-public information concerning or related to the business, vendors, costs, operations, results of operations, assets, and affairs of a Disclosing Party, including financial and accounting information, budgets, projections, business plans, operating methods, business strategies, product and service information, product plans, specifications, designs, processes, drawings, research and development data, systems, techniques, trade secrets, intellectual property, software and firmware, know-how, marketing and distribution plans, price lists, market studies, employee lists, supplier lists, customer lists, prospect lists, and related information disclosed to the Receiving Party in connection with the relationship contemplated by this Agreement.

Each Party, in its capacity as a recipient, agrees to use the other Party's Confidential Information solely for purposes of pursuing and carrying out the relationship contemplated by this Agreement and for no other purpose.

Each Party shall keep such Confidential Information confidential and shall not disclose it to any third party except as permitted herein.

Each Party acknowledges the other Party's proprietary rights in its Confidential Information regardless of whether such information is subject to protection under copyright, patent, trade-secret, or other law. The protections of this Agreement are intended to supplement any protections otherwise available at law or in equity.

5. TERM AND TERMINATION

5.1 Term.

This Agreement shall commence on the Effective Date and continue for an initial term of three (3) years. It shall automatically renew for successive one (1) year periods unless either Party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term.

5.2 Termination.

Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice.

Either Party may terminate this Agreement for material breach if such breach remains uncured for fifteen (15) days after written notice specifying the breach, except where another provision of this Agreement expressly provides a different remedy or cure period.

Termination does not affect commissions accrued or owed with respect to Referred Clients registered before termination. Post-termination commissions shall continue according to Sections 2.5 and 3.

The confidentiality, non-circumvention, non-disparagement, indemnification, limitation-of-liability, and other obligations expressly stated to survive termination shall survive according to their respective terms.

6. CONFIDENTIALITY COVENANTS

6.1 Protection and Permitted Use.

Each Party, when receiving the other Party's Confidential Information, is the “Receiving Party,” and the Party disclosing the information is the “Disclosing Party.”

The Receiving Party and its affiliates, agents, partners, directors, officers, employees, and contractors shall not, without prior written consent of the Disclosing Party, directly or indirectly divulge, disclose, or communicate the Disclosing Party's Confidential Information to any third party or use it other than in connection with the relationship contemplated by this Agreement.

6.2 Exclusions.

The following shall not constitute Confidential Information:

(a) information already lawfully known to or in the possession of the Receiving Party or its affiliates before disclosure by the Disclosing Party;

(b) information independently and lawfully developed or discovered by the Receiving Party without use of the Confidential Information;

(c) information publicly available or in the public domain through no fault or breach of the Receiving Party;

(d) information rightfully obtained from a third party lawfully in possession of it and, to the Receiving Party's actual knowledge, free to disclose it; or

(e) information required to be disclosed by judicial action, subpoena, court order, or governmental regulation, provided the Receiving Party, where legally permitted, promptly notifies the Disclosing Party before disclosure and reasonably cooperates with efforts by the Disclosing Party to contest or limit the disclosure.

6.3 Personnel and Representatives.

The Receiving Party shall disclose Confidential Information only to personnel, principals, agents, professional advisors, or contractors who have a legitimate need to know such information in connection with the relationship.

The Receiving Party shall advise such persons of the confidential nature of the information and shall be responsible for their compliance with the confidentiality obligations applicable under this Agreement.

6.4 Duration.

Except with respect to trade secrets, the obligations contained in Sections 4 and 6 shall survive termination or expiration of this Agreement for three (3) years.

Obligations concerning trade secrets shall survive for so long as the information remains entitled to protection as a trade secret under applicable law.

7. NON-CIRCUMVENTION

During the term of this Agreement and for three (3) years following its termination or expiration, neither Party shall knowingly bypass, avoid, or circumvent, or attempt to circumvent, the other Party for the purpose of dealing directly with a Referred Client, customer, vendor, or business contact introduced by the other Party through the relationship contemplated by this Agreement where such conduct is intended to deprive the introducing Party of commissions, compensation, or a legitimate business opportunity arising directly from the introduction.

This Section is mutual and applies equally to each Party.

Nothing in this Section prohibits either Party from conducting business with persons or entities with whom that Party had an independently documented relationship before the introduction, or from independently developing business relationships without use of the other Party's Confidential Information, introductions, or protected relationships.

8. NON-DISPARAGEMENT

8.1 Mutual Obligation.

During the term of this Agreement and for two (2) years following termination or expiration, neither Party shall knowingly make or authorize disparaging statements concerning the other Party, its products, services, officers, directors, or brands through official company communications.

8.2 Official Communications.

For purposes of this Section, “official company communications” include public statements, company-authorized social media posts, press releases, advertising, marketing communications, media interviews, written customer communications issued on behalf of the company, and statements expressly authorized by an officer or director of the applicable Party.

Neither Party shall be liable under this Section solely for an unauthorized, isolated, or personal statement made by an employee or contractor outside the scope of that person's duties and without authorization, direction, or subsequent ratification by the Party.

Upon learning of such an unauthorized statement, the applicable Party shall use commercially reasonable efforts to address the matter where appropriate.

8.3 Exceptions.

Nothing in this Section prohibits:

(a) truthful testimony or statements made in legal, regulatory, arbitration, or administrative proceedings;

(b) disclosures required by applicable law, subpoena, court order, or governmental authority;

(c) confidential communications with attorneys, accountants, insurers, regulators, or professional advisors;

(d) truthful internal business communications reasonably necessary to manage risk, evaluate the relationship, or conduct business; or

(e) truthful statements reasonably necessary to protect customers or address legitimate safety concerns.

8.4 Notice and Opportunity to Correct.

Except in cases involving intentional or repeated misconduct, fraud, malicious conduct, or circumstances where immediate action is reasonably necessary to prevent continuing material harm, a Party asserting a violation of this Section shall provide written notice reasonably describing the alleged disparaging communication.

The receiving Party shall have ten (10) business days after receipt of notice to remove, retract, correct, clarify, or otherwise reasonably mitigate the communication where such action is reasonably possible.

8.5 Liquidated Damages.

The Parties acknowledge that material violations of this Section may cause reputational and commercial harm that is difficult to quantify.

If a Party materially violates this Section and fails to timely correct or mitigate the violation pursuant to Section 8.4 where the cure provision applies, the Parties agree that ten thousand dollars ($10,000.00) per material violation constitutes reasonable liquidated damages and not a penalty.

The cure period shall not prevent a Party from seeking immediate equitable relief where necessary to prevent continuing or irreparable harm.

9. NON-SOLICITATION OF PERSONNEL

During the term of this Agreement and for one (1) year thereafter, neither Party shall directly and specifically solicit for employment or engagement any employee or contractor of the other Party who was materially involved in the relationship contemplated by this Agreement without the other Party's prior written consent.

General advertising, recruiting campaigns, employment postings, or other recruiting activity not specifically directed at the other Party's personnel shall not violate this Section.

Except as expressly provided in this Agreement, nothing herein restricts either Party from independently conducting or expanding its business, including the sale of hyperbaric, cryotherapy, or other health and wellness products and services.

10. PRODUCT RESPONSIBILITY, WARRANTIES, AND SERVICE

10.1 Responsibility for Own Products.

Each Party is solely responsible for the design, manufacture, regulatory compliance, representations, documentation, warranties, defects, performance, safety, servicing, and support of products manufactured, supplied, or sold by that Party, except to the extent responsibility is expressly assumed by the other Party in a separate written agreement.

Neither Party makes or assumes any representation, warranty, guarantee, certification, or obligation concerning the other Party's products except as expressly authorized in writing by the other Party.

10.2 Installation Responsibility.

A Party performing or directly controlling an installation shall be responsible for the proper performance of its installation services, including the acts and omissions of its employees, agents, and contractors performing such installation.

Responsibility for a claim involving both a product and its installation shall be allocated according to the acts, omissions, products, or services giving rise to the claim.

For clarity, the manufacturer or supplier remains responsible for claims arising from defects attributable to its product, while the installing Party remains responsible for claims arising from negligent, improper, or unauthorized installation or modification performed or controlled by that Party.

10.3 Unauthorized Representations.

Neither Party shall make representations, warranties, medical claims, performance claims, regulatory claims, guarantees, or commitments concerning the other Party's products or services beyond materials or representations authorized in writing by the other Party.

Each Party shall be responsible for claims arising from its own unauthorized representations concerning the other Party's products or services.

11. MUTUAL INDEMNIFICATION

11.1 Indemnification.

Each Party, as the “Indemnifying Party,” shall defend, indemnify, and hold harmless the other Party and its affiliates and their respective officers, directors, employees, and agents from third-party claims, damages, liabilities, judgments, settlements, penalties, and reasonable attorneys' fees to the extent arising from:

(a) the Indemnifying Party's products or services;

(b) installation, servicing, repair, modification, or other work performed or controlled by the Indemnifying Party;

(c) negligence or willful misconduct of the Indemnifying Party or its personnel;

(d) material breach of this Agreement by the Indemnifying Party;

(e) unauthorized representations, warranties, guarantees, certifications, or claims made by the Indemnifying Party concerning the other Party's products or services; or

(f) the Indemnifying Party's violation of applicable law in connection with its performance under this Agreement.

11.2 Indemnification Procedure.

The Party seeking indemnification shall provide reasonably prompt written notice of the claim and reasonably cooperate in the defense.

The Indemnifying Party shall control the defense and settlement of the claim, provided that it shall not enter into any settlement that admits wrongdoing by, imposes non-monetary obligations upon, or materially affects the rights or reputation of the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld.

12. LIMITATION OF LIABILITY

Except for payment obligations, indemnification obligations under Section 11, breaches of confidentiality or trade-secret obligations, infringement or misuse of intellectual property, fraud, willful misconduct, unauthorized representations concerning the other Party or its products, or obligations arising under Section 8, neither Party shall be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost business opportunities, or loss of goodwill, arising from or related to this Agreement, regardless of the legal theory asserted and even if advised of the possibility of such damages.

Nothing in this Section limits liability that applicable law does not permit the Parties to limit or exclude.

13. SPECIFIC ENFORCEMENT

Each Party agrees that certain obligations under this Agreement are necessary and reasonable to protect the other Party, its Confidential Information, intellectual property, client relationships, and business interests and that monetary damages may be inadequate to compensate for certain breaches.

Accordingly, either Party may seek temporary, preliminary, permanent, or other appropriate injunctive or equitable relief for an actual or threatened breach where such relief is legally available, in addition to other remedies available at law or under this Agreement.

14. NO WAIVER

No action or failure to act by either Party shall constitute a waiver of compliance with any representation, warranty, covenant, obligation, or agreement contained herein.

The waiver by either Party of any breach shall not operate or be construed as a waiver of any subsequent or continuing breach.

15. NO RIGHTS GRANTED

Except for the limited rights expressly granted herein, nothing in this Agreement grants either Party any ownership, license, or other right under any patent, copyright, trademark, trade name, software, firmware, design, technology, trade secret, or other intellectual property right of the other Party.

Neither Party acquires any right in or to the other Party's Confidential Information other than the limited right to use such information for purposes expressly permitted under this Agreement.

16. SEVERABILITY

Each provision of this Agreement shall be interpreted so as to be valid and enforceable to the fullest extent permitted by applicable law.

If any provision is held prohibited, invalid, or unenforceable, it shall be ineffective only to the extent of such prohibition, invalidity, or unenforceability without invalidating the remainder of that provision or the remaining provisions of this Agreement.

To the extent permitted by applicable law, any provision determined to be overbroad shall be modified and enforced to the maximum extent legally permissible consistent with the Parties' intent.

17. GOVERNING LAW; DISPUTE RESOLUTION; ARBITRATION

17.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-laws principles.

17.2 Good-Faith Resolution.

In the event of any dispute, claim, or disagreement arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the matter through direct negotiation between senior representatives of each Party within thirty (30) days after written notice of the dispute.

17.3 Binding Arbitration.

If the Parties fail to resolve the dispute through good-faith negotiation, the dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect before a single arbitrator.

The arbitration shall be seated in, and the hearing shall be conducted in, the home jurisdiction, meaning the state and county of the principal place of business, of the Party against whom the claim is asserted (the “Responding Party”).

Accordingly, the arbitration venue shall depend upon which Party is the Responding Party.

The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Each Party shall bear its own attorneys' fees and costs and an equal share of the arbitrator's and AAA's fees unless the arbitrator determines otherwise under applicable law, AAA rules, or this Agreement.

17.4 Injunctive Relief and Enforcement.

Notwithstanding Section 17.3, either Party may seek temporary, preliminary, emergency, or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

Either Party may also bring an action to compel arbitration or enforce an arbitration award in the state or federal courts located in the Responding Party's home jurisdiction.

Each Party consents to the personal jurisdiction of such courts for these limited purposes.

18. ENTIRE AGREEMENT; AMENDMENT; ASSIGNMENT

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous discussions, negotiations, representations, and understandings concerning such subject matter.

This Agreement may be amended only by a written instrument signed by both Parties, including any amendment establishing a white-label arrangement under Section 2.4.

Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a merger, reorganization, acquisition, or sale of substantially all of the assigning Party's business or assets related to this Agreement.

19. COUNTERPARTS

This Agreement may be executed electronically and in counterparts. Each counterpart shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

Electronic signatures and electronically transmitted copies of executed signatures shall have the same force and effect as original handwritten signatures.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.