Legal

Sponsor Agreement

Effective Date: 6/15/2026

This Sponsor Agreement (“Agreement”) is entered into between Nexus Clinical, LLC, a North Carolina limited liability company (“Company”), and the Sponsor identified upon account creation or sponsorship purchase (“Sponsor”). This Agreement governs all sponsorship activities conducted through the Nexus Clinical Platform.

BY PURCHASING A SPONSORSHIP, ACCESSING SPONSOR FEATURES, OR ACCEPTING THIS AGREEMENT, SPONSOR AGREES TO BE BOUND BY THESE TERMS IN ADDITION TO THE MASTER PLATFORM TERMS OF SERVICE.

Article I

Recitals

WHEREAS, Company operates a professional networking and event management platform serving healthcare organizers, attendees, sponsors, volunteers, and nonprofits;

WHEREAS, Company facilitates connections between Sponsors and qualified healthcare audiences at Company-hosted or Company-facilitated events;

WHEREAS, Sponsor desires to purchase sponsorship rights and access attendee networking data subject to the terms herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Article II

Definitions

Section 2.1 — Attendee Data

Professional profile information, contact details, specialty, organizational affiliation, and networking preferences voluntarily provided by event attendees on the Platform.

Section 2.2 — Sponsorship Package

The specific tier, benefits, and services purchased by Sponsor as described in the applicable order form or Platform subscription page.

Section 2.3 — Permitted Purpose

Professional healthcare industry marketing, networking outreach, and relationship development directly related to Sponsor’s healthcare business activities.

Section 2.4 — Opt-In Attendees

Attendees who have affirmatively selected to share their contact information with sponsors at a specific event.

Section 2.5 — Lead Data

The subset of Attendee Data from Opt-In Attendees, licensed to Sponsor for Permitted Purposes only.

Article III

Sponsorship Rights

Subject to timely payment of applicable fees and compliance with this Agreement, Company grants Sponsor the non-exclusive, non-transferable right to:

(a)display Sponsor branding on the Platform at the placement level associated with Sponsor's tier;
(b)access analytics dashboards and audience insights as permitted by Sponsor's subscription tier;
(c)receive Lead Data from Opt-In Attendees at events where Sponsor has an active sponsorship;
(d)utilize direct messaging tools to contact Opt-In Attendees, subject to Section 5 restrictions; and
(e)access such additional features as are described in the applicable Sponsorship Package.

Sponsorship rights are event-specific and do not extend to events where Sponsor has not purchased a sponsorship unless otherwise specified in writing.

Article IV

Data License

Section 4.1 — Limited License

Company grants Sponsor a limited, revocable, non-exclusive, non-transferable license to use Lead Data solely for the Permitted Purpose during the term of the applicable Sponsorship Package.

Section 4.2 — No Ownership

Sponsor acquires no ownership interest in any Attendee Data or Lead Data. All data remains the property of the respective attendees and is licensed, not sold, to Sponsor.

Section 4.3 — Data Retention

Sponsor shall retain Lead Data no longer than twenty-four (24) months following the date of the applicable event, after which Sponsor shall securely destroy or de-identify all Lead Data.

Section 4.4 — Aggregate Data

Pre-event demographic reports available to Enterprise sponsors are provided in aggregate form only and do not identify individual attendees. Sponsor may not attempt to reverse-engineer individual identities from aggregate reports.

Article V

Permitted Use

Sponsor may use Lead Data exclusively to:

(a)send professional healthcare-related communications to Opt-In Attendees;
(b)follow up on event-specific networking opportunities;
(c)share relevant product or service information directly related to Sponsor's healthcare business; and
(d)invite Opt-In Attendees to future healthcare industry events sponsored or hosted by Sponsor.

All communications to Opt-In Attendees must include a clear unsubscribe mechanism compliant with applicable law, including the CAN-SPAM Act and applicable state privacy statutes.

Article VI

Prohibited Conduct

Sponsor shall not, directly or indirectly:

(a)sell, transfer, sublicense, or share Lead Data with any third party;
(b)use Lead Data for purposes unrelated to Sponsor's healthcare business;
(c)combine Lead Data with other data sources to build profiles without separate consent;
(d)send unsolicited commercial communications to non-Opt-In Attendees;
(e)harass, demean, or engage in discriminatory communication with any attendee;
(f)misrepresent Sponsor's identity, products, or affiliation with any healthcare institution;
(g)use the Platform to recruit healthcare professionals away from current employment; or
(h)scrape, harvest, or systematically extract any data from the Platform beyond Lead Data licensed to Sponsor.

Article VII

Fees and Payment

Section 7.1 — Subscription Fees

Sponsor agrees to pay the subscription fees associated with the selected Sponsorship Package on a monthly or annual basis as selected at checkout. All fees are non-refundable except as expressly provided in Company's Refund Policy.

Section 7.2 — Price Changes

Company reserves the right to modify subscription pricing upon thirty (30) days' written notice to Sponsor. Continued use after the notice period constitutes acceptance of new pricing.

Section 7.3 — Taxes

All fees are exclusive of applicable taxes. Sponsor is responsible for all sales, use, VAT, or similar taxes arising from Sponsor's purchase, except for taxes on Company's net income.

Article VIII

Term and Termination

Section 8.1 — Term

This Agreement commences on the date Sponsor accepts it and continues until all active Sponsorship Packages expire or are terminated.

Section 8.2 — Termination for Cause

Company may immediately suspend or terminate Sponsor's access upon any material breach of this Agreement, including but not limited to violation of Section 6, non-payment, or conduct harmful to attendees or the Platform community.

Section 8.3 — Effect of Termination

Upon termination, Sponsor's license to use Lead Data immediately terminates. Sponsor shall certify destruction of all Lead Data upon Company's written request. Sections 4, 6, 9, 10, 11, 12, and 13 shall survive termination.

Article IX

Confidentiality

Sponsor agrees to maintain the confidentiality of all non-public Platform features, pricing structures, attendee data, and proprietary analytics methodologies disclosed during the course of the Sponsorship relationship. Sponsor shall not disclose such information to third parties without Company's prior written consent.

Article X

Disclaimer of Warranties

COMPANY EXPRESSLY DISCLAIMS ANY GUARANTEE REGARDING: ATTENDANCE LEVELS, LEAD QUALITY, CONVERSION RATES, NETWORKING SUCCESS, REVENUE GENERATION, OR RETURN ON INVESTMENT FROM ANY SPONSORSHIP.

LEAD DATA IS PROVIDED “AS IS.” COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ATTENDEE DATA FOR SPONSOR’S PARTICULAR BUSINESS PURPOSES.

Article XI

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY TO SPONSOR ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SPONSORSHIP FEES PAID BY SPONSOR DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITIES.

Article XII

Indemnification

Sponsor agrees to defend, indemnify, and hold harmless Company and its members, managers, employees, and affiliates from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a)Sponsor's use of Lead Data beyond the Permitted Purpose;
(b)Sponsor's violation of applicable privacy, anti-spam, or consumer protection laws;
(c)Sponsor's communications to attendees; or
(d)any claim by an attendee arising from Sponsor's conduct.

Article XIII

Governing Law

This Agreement shall be governed by the laws of the State of North Carolina without regard to conflict-of-law principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Wake County, North Carolina.

Article XIV

Miscellaneous

Section 14.1 — Entire Agreement

This Agreement, together with the Master Platform Terms of Service and Privacy Policy, constitutes the complete agreement between Company and Sponsor with respect to sponsorship activities.

Section 14.2 — Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

Section 14.3 — Electronic Acceptance

Sponsor's acceptance of this Agreement during account setup or sponsorship purchase constitutes a legally binding electronic signature.

Section 14.4 — Amendment

Company reserves the right to amend this Agreement upon thirty (30) days' notice. Continued use of sponsor features after that period constitutes acceptance of the amended terms.

BY ACCEPTING THIS AGREEMENT, SPONSOR ACKNOWLEDGES THAT SPONSOR HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY ALL TERMS ABOVE, INCLUDING THE LIMITATIONS ON DATA USE IN SECTIONS 4 AND 6.

END OF SPONSOR AGREEMENT