Contributor Agreement

By checking this box, I agree to this Contributor Agreement (the “Agreement”). The Agreement shall be effective on the date you indicate agreement to these terms (“Effective Date”) by checking the box associated with the Agreement. This Agreement sets forth the terms between Mone Wellness Inc. (the “Company” or “Mone”) and you (the “Contributor”) (each individually a “Party” and collectively the “Parties”) regarding the Works (defined below) licensed by Contributor to Company, and the rights of each Party in the Works.

1. Term. The term of this Agreement continues until one year from the Effective Date or until termination by either Party, effective immediately upon written notice (the “Term”). The Parties may extend this Agreement by mutual written consent, which may be mutual written consent by email.

2. The Works. From time to time during the Term, Contributor may create and provide to the Company works of authorship (the “Works,” each individually a “Work”) identified in written communications between Company and Contributor. Agreement to provide a Work may be assumed by the Parties’ course of conduct.

The Works may include literary works in the form of written articles or video for use in the Mone application (app) or website for women’s health and wellness or other content (the “App”). This Agreement applies to all Works created in part for or licensed to Company by Contributor during the Term, regardless of whether Contributor completes the Work during the Term.

3. Contributor Responsibilities. Contributor shall:

(a) Deliver each Work to Company on a timely basis in the formats and to the addresses specified by Company via email or other written communication.

(b) Prior to delivery of each Work, obtain from all other entities such written and signed licenses, permissions, waivers, and consents (collectively the “Permissions” and each individually a “Permission”) (including those relating to intellectual property, publicity, and privacy) necessary or reasonably expected to be necessary for Company (including its licensees, successors, and assigns) to exercise the rights in each Work provided under this Agreement. No Permissions will require payment by or incur any obligation upon Company without advance written permission from Company. Contributor will provide all necessary Permissions before or with delivery of each Work.

4. Ownership & Grant of Rights.

(a) Contributor hereby grants to Company, its affiliates, and each of their licensees, successors, and assigns (collectively the “Licensee”), a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up, and royalty-free right and license to use the Works including all copyrights and other intellectual property rights (including all extensions and renewals, all reversion rights, all rights to register, and all rights to sue and enforce such intellectual property rights) in all technologies, media, and means of delivery whether now known or later devised (the “License”). For purposes of clarity and without limiting the foregoing, Contributor agrees that the License includes the rights: (i) To reproduce, publish, and post the Work, such as reproducing the Work as content in the App; (ii) To modify, edit, combine with other materials, translate, include in collective works, and create derivative works of the Works (the resulting work in each case an “Adaptation”); (iii) To use the Work in training large language models (LLMs) or other artificial intelligence (AI) models developed by Company; and (iv) To reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Works as desired by Company.

(b) Subject to the License, Contributor will own and retain all right, title, and interest in and to the Works. Licensee will own and retain all right, title, and interest in and to all Adaptations made by or for the benefit of Company, subject to Contributor’s rights in the underlying Work.

5. Use of Contributor’s Name, Likeness & Information. In connection with the Works and any Adaptation of the works, Contributor grants to Company, its affiliates, and their successors, licensees, and assigns, the perpetual, worldwide right to use Contributor’s name, image, likeness, and biographical and professional information—including information Contributor provides to Company and any other information about Contributor that is publicly available—without further consent from or any royalty, payment, or other compensation to Contributor.

(a) Directory Listing. As an additional feature, Contributor may choose to be included in the Company’s user-facing directory. If Contributor opts in, Contributor grants Company a non-exclusive license to display Contributor’s name, photo, logo, bio, and contact information, as provided by Contributor or third party partnership, in the Company’s user-facing directory. Contributors listed in the directory through a partner organization remain listed unless they remove their listing. Contributor may update or remove their name, photo, logo, bio, and contact information, including Contributor’s entire listing, at any time within the Contributor’s account within the App.

6. Attribution. As consideration for entering this Agreement, Company will provide Contributor with attribution for each Work reproduced, posted, or published. Company will provide Contributor with the following source attribution for each Work reproduced, posted, or published: “By [Contributor].” Company may provide an embedded link to a “Collaborator Profile” associated with Contributor within the App that highlights Contributor’s Works licensed to, and used by, Company. The Collaborator Profile may contain relevant information provided by Contributor, and, if Contributor desires, will contain a link to Contributor’s website and professional contact information. Additionally, if an App user desires to explore a category of content, Contributor’s related Works may be featured to the App user.

7. Representations and Warranties. By providing a Work to Company, Contributor hereby represents and warrants that each Work:

(a) Is Contributor’s sole and original creation, or that Contributor has obtained all Permissions necessary for Company to publish or reproduce the Work in its entirety without violating the rights of any third party.

(b) Is not libelous or otherwise defamatory.

(c) Does not (and its reproduction, posting, or publication by Company will not) infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, intellectual property, privacy, or publicity right.

(d) Meets current standards of the Contributor’s practiced profession (if any), as determined in the sole discretion of Company.

8. Not Medical Advice. Use of the App or any related Company content will be subject to terms of use (“Terms of Use”). Users must affirmatively agree to the Terms of Use before using the App or accessing related Company content, and cease use if they no longer agree to the Terms of Use. The Terms of Use will include an indemnification from users, a limitation of liability, and a disclaimer to the effect of the following:

The App offers content and information to educate users on health care and medical issues. Some of the content and information may reference products or services offered by Mone or other parties, or medical interventions, products, or services offered by other parties. Nothing in the App is, should be considered, or should be used as a substitute for health care or medical advice, diagnosis, or treatment. The App, its content, and its information do not constitute the practice of any medical, nursing, or other health care profession. Users should always seek information from a health care provider for health care or medical advice, diagnosis, or treatment, including that to address users’ specific health or medical needs. None of the content or information available on the App represents or warrants that any particular medical intervention, product, or service is safe, appropriate, or effective for the User or anyone else. Mone advises all users to always seek the advice of a physician or other qualified health or medical care provider regarding health or medical advice, diagnosis, or treatment.

9. Indemnification. Contributor shall indemnify, defend, and hold harmless Company, its affiliates, and each of their licensees, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, expenses, and attorneys’ fees arising from or relating to any material breach by Contributor of this Agreement, including any representations and warranties.

10. Relationship of the Parties.

(a) Contributor is an independent contractor of Company, and this Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Contributor and Company for any purpose. Contributor has no authority (and will not hold itself out as having authority) to bind Company, and will not make any agreements or representations on Company’s behalf without Company’s prior written consent.

(b) Contributor is not eligible under this Agreement to participate in any Company benefits, including any fringe benefits or benefit plans offered by Company to its employees.

(c) Company is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes; making any insurance contributions, including those related to unemployment or disability; or obtaining worker’s compensation insurance on Contributor’s behalf. Contributor is solely responsible for all such taxes and contributions, including penalties and interest. Contributor shall be responsible for, and shall indemnify Company against, all such taxes and contributions, including penalties and interest.

11. Miscellaneous.

(a) This Agreement is personal to Contributor. Contributor will not assign or otherwise transfer any of Contributor’s rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the Parties and their permitted licensees, successors, and assigns.

(b) This Agreement and all matters arising out of this Agreement are governed by the laws of the State of California, (including its statutes of limitations), without giving effect to any choice- or conflict-of-laws provisions that would result in the application of the laws of a different jurisdiction. The Parties must bring any legal suit, action, or proceeding arising out of this Agreement in the federal or state courts in the County of San Diego, California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any legal suit, action, or proceeding.

(c) This Agreement constitutes the entire agreement of the Parties with respect to the discussed subject matter, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

(d) If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, then such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, or invalidate or render unenforceable such provision in any other jurisdiction.

If the foregoing reflects your understanding and acceptance, please check the box linked to this Agreement.