Mativa

THERAPIST LISTING AGREEMENT

Effective Date: 8/1/26

PLEASE READ THIS THERAPIST LISTING AGREEMENT CAREFULLY. IT IS A LEGALLY BINDING AGREEMENT BETWEEN HIMMELMAN FAMILY, LLC D/B/A MATIVA (“COMPANY,” “WE,” “US,” OR “OUR”) AND THE PERSON OR ENTITY THAT CREATES, SUBMITS, PURCHASES, MANAGES, OR AUTHORIZES A THERAPIST LISTING (“LISTING PROVIDER,” “YOU,” OR “YOUR”). BY CLICKING TO ACCEPT THIS AGREEMENT, SUBMITTING OR MANAGING A LISTING, OR PURCHASING OR USING LISTING SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT SUBMIT A LISTING OR PURCHASE OR USE LISTING SERVICES.

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT MAY AFFECT YOUR LEGAL RIGHTS.

1. Agreement; Order Forms; Relationship to Website Terms

This Therapist Listing Agreement (this “Agreement”) governs the Listing Provider’s submission, purchase, management, display, promotion, and use of therapist directory Listings and related Listing Services made available by Company through the website located at Mativa.co and any related account, checkout, payment, communications, application programming interface, or other website functionality (collectively, the “Site”).

The specific plan, Listing Services, Listing Fees, billing period, initial term, renewal period, and other commercial terms selected by the Listing Provider will be shown on the applicable checkout page, order form, subscription page, or written proposal accepted by the Listing Provider (each, an “Order Form”). Each Order Form is incorporated into this Agreement. If an Order Form conflicts with this Agreement, the Order Form controls solely with respect to the plan-specific price, billing period, initial term, renewal period, and included features expressly stated in that Order Form.

Company’s public Terms of Service govern the Listing Provider’s general access to and use of the Site. Company’s Privacy Policy and Consumer Health Data Privacy Policy describe Company’s information practices, as applicable. In the event of a conflict, the applicable Order Form controls with respect to the plan-specific terms identified above, this Agreement controls with respect to the Listing Provider, any Listing, and the Listing Services, and the Terms of Service control with respect to general access to and use of the Site.

Listing Provider acknowledges that Listing Provider is entering into this Agreement for business and commercial purposes in connection with a professional practice and not for personal, family, or household purposes.

2. Definitions

For purposes of this Agreement:

(a) “Consumer” means an individual who accesses or uses the Directory to identify, evaluate, or contact a potential Therapist.

(b) “Directory” means the searchable online directory of Therapist Listings made available through the Site.

(c) “Listed Clinician” means each individual healthcare professional identified, promoted, or otherwise included in a Listing, whether the Listing is purchased or managed by that individual or by a group practice, professional entity, employer, or other organization.

(d) “Listing” means a profile, advertisement, directory entry, or other display associated with a Therapist or Listed Clinician, which may include a name, photograph, biography, professional credentials, specialties, practice areas, populations served, locations, licensure information, contact information, website or scheduling links, fees, insurance information, availability, and other information supplied or authorized by Listing Provider.

(e) “Listing Content” means all information, text, images, photographs, videos, logos, trademarks, links, files, data, and other content submitted, uploaded, supplied, or authorized by or on behalf of Listing Provider or a Listed Clinician for a Listing, account, or the Listing Services.

(f) “Listing Fees” means the fees charged for a Listing, subscription, enhanced placement, featured or sponsored placement, account feature, promotional service, or other Listing Service, as shown in the applicable Order Form.

(g) “Listing Services” means the paid or unpaid services through which Company hosts, displays, distributes, indexes, promotes, or otherwise makes a Listing available through the Site.

(h) “Therapist” means a therapist, counselor, psychologist, social worker, marriage and family therapist, psychiatrist, other mental or behavioral health professional, group practice, professional entity, or other person or organization that provides or advertises professional services and is identified in or associated with a Listing.

(i) “Third-Party Services” means independent websites, platforms, software, APIs, hosting providers, search or mapping services, payment processors, analytics services, communications tools, social media services, scheduling tools, professional licensing databases, and other products or services not owned or controlled by Company that may be linked to, integrated with, or used in connection with the Site or Listing Services.

(j) “Usage Data” means technical, diagnostic, operational, statistical, analytical, performance, telemetry, metadata, log, device, browser, clickstream, interaction, and similar information generated by or collected through the operation and use of the Site, excluding Listing Content in its identifiable form and Consumer Health Data that is linked or reasonably linkable to a Consumer.

(k) “Consumer Health Data” means information that is linked or reasonably linkable to a Consumer and identifies, reveals, or can reasonably be used to infer the Consumer’s past, present, or future physical or mental health status, including information indicating that a Consumer is seeking health-related services, as further described in Company’s Consumer Health Data Privacy Policy.

3. Eligibility; Authority; Business Use; Account Security

Listing Provider represents, warrants, and covenants that: (a) if Listing Provider is an individual, Listing Provider is at least eighteen (18) years of age; (b) if Listing Provider is an entity, Listing Provider is duly organized, validly existing, and in good standing where required; (c) Listing Provider is located or organized in the United States; (d) Listing Provider has legal capacity and authority to enter into this Agreement; and (e) Listing Provider is purchasing and using the Listing Services solely for legitimate business and professional advertising purposes.

If Listing Provider acts for a group practice, professional entity, employer, Listed Clinician, or other person or organization, Listing Provider represents and warrants that Listing Provider has authority to bind that person or organization to this Agreement and to submit, manage, publish, and license the applicable Listing Content. In that event, “Listing Provider,” “you,” and “your” include both the person accepting this Agreement and the person or entity on whose behalf that person acts.

Listing Provider must provide accurate and current registration, contact, and billing information; maintain the confidentiality and security of account credentials; restrict account access to authorized personnel; promptly notify Company of suspected unauthorized use or compromise; and accept responsibility for all activity occurring through Listing Provider’s account. Company may rely on instructions and activity originating from Listing Provider’s account until Company receives and has a reasonable opportunity to act on notice of unauthorized use.

4. Listing Services; Advertising Relationship; Company’s Limited Role

The Directory is an advertising and informational resource designed to help Consumers identify and contact independent Therapists who describe their practices as focusing on fertility, pregnancy, postpartum, early parenthood, perinatal mental health, or related areas. Company’s role is limited to providing technology, directory space, and related administrative services through which the Listing Provider may publish a Listing and Consumers may view that Listing and contact the applicable Therapist directly using the contact information or external links included in the Listing.

Company is not a healthcare provider, mental health professional, therapy practice, or referral agency. Company does not provide medical, psychological, behavioral health, counseling, therapy, diagnostic, treatment, case-management, crisis, or other professional services and does not control or direct professional judgment.

Company is not a party to any communication, consultation, intake, appointment, financial arrangement, treatment relationship, or other interaction between a Consumer and Listing Provider, a Therapist, or a Listed Clinician. Listing Provider and each Listed Clinician act independently, establish their own fees and policies, determine whether and how to accept a Consumer, and are solely responsible for all services they provide or decline to provide.

Listing Fees are fixed advertising, directory-display, account-access, and technology fees. They are not compensation for referrals and are not conditioned on or calculated by the volume or value of contacts, Consumers, patients, appointments, professional services, or other business generated through the Site. Neither Listing Provider nor any Listed Clinician is required to accept or provide services to any Consumer who makes contact through the Directory.

5. Company Review Rights; Listing Provider Responsibilities

Listing Provider is solely responsible for the accuracy, completeness, legality, and continued appropriateness of each Listing and for ensuring that Listing Provider and each Listed Clinician remain qualified and legally authorized to provide all advertised services.

Company may, but is not obligated to, review Listing Content; request information or supporting documentation; make formatting, technical, or editorial changes; investigate complaints; or require correction, suspension, or removal of a Listing. Any review or action by Company is solely for administrative, operational, legal, or policy purposes and does not relieve Listing Provider of its obligations under this Agreement or applicable law.

Listing Provider must not state or imply that inclusion in the Directory, payment of Listing Fees, or any review or action by Company constitutes credentialing, certification, verification, approval, recommendation, referral, endorsement, or a guarantee of Listing Provider, any Listed Clinician, any Listing, or any professional service.

6. Listing Placement; Paid and Sponsored Listings; No Performance Guarantee

Listings may be paid, sponsored, featured, promoted, enhanced, or otherwise prioritized. The order, visibility, presentation, and placement of Listings may be influenced by Listing Fees, a Consumer’s search criteria, geography, profile completeness, relevance, availability, technical factors, rotation, testing, or other criteria selected by Company. Company may label paid or promoted Listings as “Sponsored,” “Featured,” “Promoted,” or with similar disclosures.

Company may change the Directory’s categories, filters, search methodology, ranking criteria, page design, placement logic, display format, and other functionality at any time, in its sole discretion. Listing Provider has no right to any fixed position, ranking, category, geographic area, exclusivity, or presentation unless expressly stated in an Order Form.

COMPANY DOES NOT GUARANTEE ANY MINIMUM RANKING, VISIBILITY, IMPRESSIONS, CLICKS, CONTACTS, INQUIRIES, APPOINTMENTS, CLIENTS, PATIENTS, REVENUE, CONVERSION RATE, SEARCH-ENGINE RESULT, OR OTHER OUTCOME FROM A LISTING OR LISTING SERVICE. SEARCH POSITION, VISIBILITY, TRAFFIC, AND RESULTS MAY CHANGE AT ANY TIME.

7. Listing Fees; Payment Authorization; Taxes

The applicable Listing Fees, billing period, features, and term will be displayed in the applicable Order Form. Unless otherwise stated, all amounts are stated and payable in U.S. dollars.

By purchasing Listing Services, Listing Provider authorizes Company and its payment processor to charge the payment method selected by Listing Provider for all Listing Fees, applicable taxes, and other amounts disclosed in the Order Form when due, including recurring charges under Section 8. Listing Provider represents and warrants that Listing Provider is authorized to use the payment method and that all billing information is accurate and current.

Company may use independent payment processors. Company does not generally store complete payment-card information and is not responsible for the acts, omissions, availability, security, or privacy practices of a payment processor. Payment processing may be subject to the processor’s separate terms and privacy policy.

Listing Provider is responsible for applicable sales, use, excise, and similar taxes, duties, and governmental charges associated with the Listing Services, other than taxes based on Company’s net income. If Company is required to collect or remit a tax, Company may charge that amount to Listing Provider.

If a payment is declined, reversed, disputed, charged back, or not received when due, Company may retry the payment method, suspend or remove the Listing, restrict account access, terminate the Listing Services, and collect unpaid amounts. Listing Provider remains responsible for properly charged amounts and reasonable collection costs, including attorneys’ fees, to the extent permitted by law. Listing Provider must contact Company before initiating a chargeback and provide Company a reasonable opportunity to address a billing issue.

8. Term; Automatic Renewal; Cancellation; Fee Changes; Refunds

8.1 Initial Term and Automatic Renewal

The initial term and billing period for Listing Services are stated in the applicable Order Form. Unless the Order Form expressly states that the Listing Services are for a non-renewing fixed term, paid Listing Services automatically renew for successive periods equal to the initial billing period at Company’s then-current Listing Fee until canceled in accordance with this Section.

BY PURCHASING AUTOMATICALLY RENEWING LISTING SERVICES, LISTING PROVIDER EXPRESSLY AUTHORIZES COMPANY AND ITS PAYMENT PROCESSOR TO CHARGE THE SELECTED PAYMENT METHOD AT THE BEGINNING OF EACH RENEWAL PERIOD WITHOUT FURTHER ACTION BY LISTING PROVIDER.

8.2 Renewal Notices

Company will provide any renewal notice required by applicable law. For a Listing Service that renews annually or for a longer period, Company will use commercially reasonable efforts to send a renewal reminder to the email address associated with Listing Provider’s account at least thirty (30) days before the renewal date. Listing Provider is responsible for maintaining a current email address and for reviewing account and billing communications. A notice is effective when sent, even if delivery is delayed or prevented by an inaccurate address, spam filter, provider block, or other circumstance outside Company’s reasonable control.

8.3 Cancellation

Listing Provider may cancel automatic renewal through available account functionality or by contacting Company at the notice address below. Cancellation must be received before the next renewal charge to avoid renewal and will take effect at the end of the then-current paid term. Canceling renewal does not automatically remove a Listing before the end of the paid term unless Listing Provider separately requests earlier removal. Listing Provider should retain the cancellation confirmation provided by Company.

8.4 Fee and Plan Changes

Company may change Listing Fees, plan features, or renewal terms prospectively. For automatically renewing Listing Services, a material fee increase or material reduction in the purchased plan will take effect no earlier than the next renewal period after Company provides reasonable advance notice. Continued use of the Listing Services after the applicable renewal date constitutes acceptance of the changed fee or plan.

8.5 Refunds

Except as expressly stated in an Order Form or required by applicable law, Listing Fees are non-refundable, and Company does not provide refunds or credits for partial billing periods, unused Listing Services, or for any other reasons.

If Company permanently discontinues prepaid Listing Services or terminates them without cause before the end of the paid term, Company will provide a pro rata refund of prepaid Listing Fees attributable to the unprovided portion of the affected paid term. That refund is Listing Provider’s sole remedy for the discontinuance or termination. No refund is owed if Company suspends or terminates for breach, nonpayment, legal or regulatory risk, a credible complaint, or another reason permitted by Section 15.

8.6 Promotions

Company may offer promotional pricing, discounts, credits, or other special offers. Unless expressly stated otherwise, promotions may be subject to additional terms, may be modified or discontinued at any time, may not be combined, have no cash value, and may not be transferred or redeemed for cash.

9. Listing Provider Representations and Covenants

Listing Provider is solely responsible for its account, each Listing, all Listing Content, each Listed Clinician, all professional services, and compliance with applicable law. Listing Provider represents, warrants, and covenants throughout the term that:

(a) Authority and account responsibility. Listing Provider has authority to enter into this Agreement and to create, purchase, manage, publish, and license each Listing and all Listing Content. If Listing Provider acts for a practice, professional entity, employer, or Listed Clinician, Listing Provider has authority to bind that person or entity and is responsible for each person who accesses the account or supplies Listing Content. This Agreement is between Company and Listing Provider, and a Listed Clinician does not acquire control of the account, a right to a refund, or other contractual rights solely by appearing in a Listing.

(b) Listing accuracy. All Listing Content is and will remain accurate, current, complete, substantiated, and nonmisleading and will not contain false, deceptive, comparative, or guaranteed claims concerning credentials, specialties, experience, treatment, outcomes, insurance participation, fees, availability, or other professional matters.

(c) Professional qualifications. Each Listed Clinician holds and will maintain all licenses, registrations, certifications, permits, insurance, professional qualifications, and other authority required to provide each advertised service and practice in each applicable jurisdiction, including any authority required for telehealth. Listing Provider must promptly update the Listing and notify Company of any material change affecting a Listed Clinician’s qualifications, professional standing, insurance, practice location, affiliation, availability, or authority to provide an advertised service.

(d) Legal and professional compliance. Listing Provider, each Listed Clinician, each Listing, and all use of the Listing Services comply with applicable professional, licensing, scope-of-practice, advertising, marketing, privacy, security, accessibility, consumer-protection, telehealth, nondiscrimination, fee-splitting, anti-kickback, patient-brokering, referral, ethical, and other legal requirements.

(e) Content rights and prohibited information. Listing Provider owns or has obtained all rights, licenses, permissions, releases, and consents required for Company to use the Listing Content as contemplated by this Agreement. Listing Provider will not submit or include patient, client, or Consumer information; protected health information; treatment or billing records; confidential communications; unauthorized testimonials or images; tracking code or pixels; or other sensitive information in a Listing or account.

(f) Consumer interactions and professional conduct. Listing Provider and each Listed Clinician will independently manage all Consumer communications, scheduling, screening, intake, consents, privacy notices, records, professional services, fees, billing, refunds, complaints, emergencies, and accessibility obligations. They will communicate professionally and will not harass, threaten, intimidate, retaliate against, unlawfully discriminate against, or otherwise abuse a Consumer. Information obtained through a Consumer’s legitimate inquiry may not be used for unrelated marketing, data brokerage, profiling, or another purpose inconsistent with the inquiry except with any consent required by applicable law.

(g) Consumer Health Data and tracking. Listing Provider will not configure or use a Listing, external link, tracking technology, code, query parameter, referrer mechanism, or other method to collect, receive, or infer a Consumer’s Directory searches, selected conditions or specialties, filters, Listing views, or other Consumer Health Data from Company or the Site. This restriction does not prohibit Listing Provider from receiving information that a Consumer independently and directly provides outside the Site.

(h) Cooperation. Listing Provider will promptly cooperate with Company’s reasonable requests concerning account authority, Listing Content, legal compliance, complaints, billing, or the continued appropriateness of a Listing and will promptly remove a Listed Clinician who leaves the practice, withdraws authorization, becomes unavailable, or no longer satisfies this Agreement.

These representations and covenants are continuing obligations. Listing Provider must immediately cease advertising an affected service or Listed Clinician if any representation becomes inaccurate or Listing Provider no longer has authority to make it. Without limiting Section 15, Company may suspend or remove a Listing or suspend or terminate an account or Listing Services based on an actual or suspected violation of this Section.

10. Group Practices; Multiple Listed Clinicians

If Listing Provider purchases or manages a Listing for a group practice, professional entity, employer, or more than one Listed Clinician, Listing Provider is responsible for the acts and omissions of each person who accesses the account or supplies Listing Content and for ensuring that each Listed Clinician complies with this Agreement.

Listing Provider represents and warrants that each Listed Clinician has authorized inclusion in the Listing and use of the Listed Clinician’s name, image, credentials, biography, contact information, and other Listing Content. Listing Provider must promptly remove or update a Listed Clinician when the person leaves the practice, withdraws authorization, becomes unavailable, or no longer satisfies this Agreement.

Unless an Order Form expressly provides otherwise, the agreement is between Company and Listing Provider only. A Listed Clinician is not entitled to control the account, receive a refund, or assert rights under the Order Form merely because the Listed Clinician appears in a Listing. Company may communicate with a Listed Clinician or request confirmation of authorization without assuming a duty to do so.

11. Professional Services; Consumer Relationships; Privacy and HIPAA

Listing Provider and each Listed Clinician are solely responsible for determining whether and when a professional relationship with a Consumer is established and for all professional and legal obligations arising from that relationship.

Company does not receive, review, store, monitor, control, or guarantee the substance of communications that occur directly between a Consumer and the Listing Provider through telephone, email, external websites, scheduling tools, social media, or other methods identified in a Listing. Information a Consumer provides directly to the Listing Provider is governed by the Listing Provider’s own privacy practices and professional obligations, not Company’s.

Listing Provider must not use the Site, an account, or Listing Content to transmit patient records, protected health information, treatment information, Consumer Health Data, or other sensitive Consumer information to Company. Company does not act as the Listing Provider’s business associate under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) in connection with the Site, Directory, Listings, or Listing Services. Listing Provider must not use the Listing Services in a manner that would require Company to receive, maintain, or transmit protected health information on the Listing Provider’s behalf.

The Site is not designed for crisis response, urgent communications, or emergency services. Listing Provider must not direct Consumers to rely on Company or the Site for emergency assistance and must maintain appropriate procedures for emergency and after-hours communications relating to Listing Provider’s professional practice.

12. License to Company

As between Company and the Listing Provider, the Listing Provider retains whatever ownership rights the Listing Provider may have in Listing Content. The Listing Provider grants Company and its affiliates, contractors, service providers, licensors, successors, and assigns a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, reproduce, store, format, edit for style, accessibility, or technical requirements, adapt, transmit, display, publish, distribute, index, promote, advertise, and otherwise use Listing Content as reasonably necessary to provide, operate, secure, market, maintain, support, improve, and promote the Site, Directory, Listing, and Listing Services and to comply with law.

Listing Provider acknowledges that Listing Content is intended for public display and may be viewed, copied, linked, indexed, cached, archived, or redistributed by search engines, Third-Party Services, and members of the public. Company cannot control third-party copying, caching, or use after publication and does not guarantee that removal from the Site will remove Listing Content from search engines, archives, caches, or third-party systems.

The license in this Section continues during the term and for a reasonable period afterward to permit removal from active systems, caches, backups, search indexes, promotional materials already created, and other systems and to preserve records for legal, security, compliance, and dispute-resolution purposes. Company is not required to delete copies retained in routine backups that are not readily accessible in the ordinary course, provided those copies are not restored for active public use except for disaster recovery or legal purposes.

Company may edit Listing Content for spelling, grammar, formatting, length, style, accessibility, technical compatibility, category placement, or consistency, but has no obligation to do so. Listing Provider remains responsible for the substantive accuracy and legality of all Listing Content, whether or not Company edits or reviews it.

13. Acceptable Use

Listing Provider will not, and will not permit another person to, access or use the Site or Listing Services to:

(a) violate any law, regulation, professional rule, ethical obligation, contractual obligation, or third-party right;

(b) submit false, misleading, fraudulent, defamatory, unlawful, infringing, discriminatory, harassing, obscene, exploitative, or otherwise harmful content;

(c) impersonate another person; misrepresent an affiliation; create an unauthorized Listing; or falsely claim credentials, licensure, experience, specialties, availability, insurance participation, pricing, or other qualifications;

(d) publish patient or client information, protected health information, treatment records, confidential communications, or sensitive personal information;

(e) send spam, phishing, bulk communications, unlawful advertising, or unsolicited commercial messages to Consumers, Therapists, or other users;

(f) scrape, crawl, harvest, compile, sell, license, or otherwise extract Listings, Consumer information, Therapist information, search results, Site content, or other data through automated, bulk, deceptive, or unauthorized means for commercial solicitation, competing directories, data brokerage, artificial-intelligence or machine-learning training, or another unauthorized purpose;

(g) reverse engineer, decompile, disassemble, copy, frame, mirror, reproduce, modify, create derivative works from, or circumvent a technological protection associated with the Site;

(h) interfere with the operation, security, integrity, or availability of the Site; introduce malware or harmful code; overload systems; probe vulnerabilities; or gain unauthorized access to accounts, systems, or data;

(i) use bots, scripts, automated tools, or similar technologies to access or interact with the Site except as expressly authorized in writing by Company;

(j) use Company’s name, trademarks, branding, or a Listing to imply verification, credentialing, certification, referral, affiliation, sponsorship, endorsement, or approval by Company;

(k) sell, sublicense, transfer, assign, or provide account access or Listing Services to another person except as expressly permitted by an Order Form;

(l) circumvent applicable Listing Fees, usage limitations, plan restrictions, security controls, or suspension or removal; or

(m) assist or permit another person to do any of the foregoing.

Company may investigate suspected violations, preserve and disclose information where reasonably necessary to comply with law or protect rights and safety, and cooperate with law enforcement, licensing boards, or regulatory authorities. Company’s failure to enforce a restriction in one instance is not a waiver of the right to enforce it later.

14. Third-Party Services, Links, and APIs

The Site and Listing Services may include, link to, integrate with, or depend on websites, platforms, software, payment processors, hosting providers, analytics tools, scheduling services, communications tools, APIs, and other products or services not owned or controlled by Company (“Third-Party Services”). Company may add, replace, suspend, or discontinue any Third-Party Service at any time.

Third-Party Services are independent from Company and may be subject to separate terms, privacy policies, fees, availability, and technical limitations. Company does not control, endorse, or assume responsibility for any Third-Party Service or its content, accuracy, availability, performance, security, privacy practices, legality, or acts or omissions. Listing Provider uses Third-Party Services at its own risk and is responsible for complying with their applicable terms. Company is not liable for any interruption, error, loss, or change in the Site, a Listing, or the Listing Services caused by a Third-Party Service or another circumstance outside Company’s reasonable control.

15. Review; Suspension; Removal; Termination

Company may, but is not obligated to, review Listing Content, request information or documentation, verify account authority, investigate complaints, or contact Listing Provider, a Listed Clinician, a licensing authority, or another relevant person. Company’s exercise or non-exercise of these rights does not create any duty to monitor, investigate, credential, verify, or protect Listing Provider, a Listed Clinician, or a Consumer.

Company may reject, edit, restrict, de-index, suspend, remove, decline to publish or renew any Listing, or suspend or terminate any account or Listing Services, with or without advance notice, if Company reasonably determines or receives credible information indicating that:

(a) Listing Provider, a Listed Clinician, a Listing, or Listing Content violates or may violate this Agreement, an Order Form, the Terms of Service, applicable law, or applicable professional requirements;

(b) Listing Content is inaccurate, outdated, misleading, unauthorized, unlawful, infringing, unprofessional, inappropriate, or inconsistent with the Directory’s purpose or standards;

(c) a payment is overdue, disputed, reversed, or charged back, an account is compromised or used without authorization, or continued access creates a security, technical, legal, operational, consumer-safety, professional, or reputational risk; or

(d) suspension, removal, or termination is requested by a Listed Clinician, rights holder, governmental authority, court, licensing authority, or law-enforcement agency; Company discontinues the applicable Listing Services; or Company otherwise reasonably determines that the Listing or continued provision of the Listing Services is inappropriate.

Except where required by applicable law or an Order Form, Company is not obligated to provide advance notice, conduct an investigation, disclose the basis for its decision, provide an appeal or opportunity to cure, or restore a Listing or account. Company may restore a Listing or account if the relevant circumstances are resolved to Company’s reasonable satisfaction but has no obligation to do so.

Listing Provider may terminate this Agreement by canceling all Listing Services and discontinuing use of the account. Termination does not relieve Listing Provider of any payment or other obligation accrued before termination. Sections 7, 8.5, 11, 12, 16, 18, 19, 20, 21, and any other provisions that by their nature should survive termination will survive.

16. Company Intellectual Property; Usage Data; Feedback

The Site, Directory, software, source code, object code, APIs, databases, compilation and arrangement of Listings, search and ranking methods, user interfaces, designs, text, graphics, logos, trademarks, service marks, trade names, documentation, workflows, Usage Data, analytics, and all related improvements and intellectual property rights (collectively, “Company IP”) are owned by Company or its licensors. Except for the limited right to use the Site and Listing Services during the term, no right, title, or interest in Company IP is transferred to Listing Provider.

Subject to Company’s Privacy Policy, Consumer Health Data Privacy Policy, and applicable law, Company may collect, generate, analyze, use, disclose, commercialize, and otherwise exploit Usage Data and information derived from Listing Content that has been aggregated or de-identified so that it does not reasonably identify the Listing Provider, a Listed Clinician, or a Consumer. Company may use such information for operating, securing, supporting, measuring, marketing, and improving the Site and Listing Services; analytics; benchmarking; product development; and other lawful business purposes.

If Listing Provider provides ideas, suggestions, comments, corrections, enhancement requests, or other feedback concerning the Site or Listing Services (“Feedback”), Listing Provider grants Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, commercialize, and otherwise exploit the Feedback for any purpose without attribution, restriction, notice, or compensation.

17. Security

Company uses safeguards it considers commercially reasonable for the nature of the Site and information processed, but no online service, network, transmission, or storage system is completely secure. Company does not warrant that the Site or information transmitted through it will be free from unauthorized access, cyberattacks, malware, service interruption, data loss, or other security incidents. Listing Provider is responsible for securing Listing Provider’s devices, networks, credentials, and linked accounts.

18. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, DIRECTORY, LISTING SERVICES, LISTINGS, SEARCH RESULTS, THIRD-PARTY SERVICES, CONTENT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” COMPANY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY, RESULTS, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT A LISTING WILL BE PUBLISHED OR REMAIN AVAILABLE; THAT LISTING CONTENT, SEARCH RESULTS, CATEGORIES, FILTERS, OR THIRD-PARTY INFORMATION WILL BE ACCURATE OR CURRENT; THAT THE SITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT DEFECTS WILL BE CORRECTED; OR THAT LISTING PROVIDER WILL RECEIVE ANY PARTICULAR RANKING, VISIBILITY, TRAFFIC, CONTACT, CLIENT, PATIENT, REVENUE, OR OTHER RESULT.

Company makes no representation or warranty concerning any Consumer, Therapist, Listed Clinician, professional service, communication, transaction, dispute, or relationship facilitated or identified through the Site. Listing Provider assumes all risk arising from Listing Provider’s professional practice and interactions with Consumers and third parties.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE OWNERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITIES, LOSS OF DATA, OR GOODWILL; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR OTHER INTANGIBLE LOSS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, A LISTING, OR LISTING SERVICES, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, A LISTING, OR LISTING SERVICES WILL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS (US $100); OR (B) THE LISTING FEES ACTUALLY PAID BY LISTING PROVIDER TO COMPANY FOR THE PARTICULAR LISTING SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The exclusions and limitations in this Section apply to the maximum extent permitted by law, even if a limited remedy fails of its essential purpose, but do not exclude liability that applicable law prohibits from excluding. Listing Provider acknowledges that the Listing Fees reflect the allocation of risk in this Agreement and that Company would not provide the Listing Services on the same terms without these limitations.

20. Indemnification

Listing Provider will defend, indemnify, and hold harmless Company, its affiliates, and their respective owners, officers, directors, employees, contractors, service providers, successors, and assigns (collectively, the “Company Parties”) from and against any claims, investigations, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

(a) Listing Provider’s account, any Listing or Listing Content, or any allegation that Listing Provider lacked authority or sufficient rights to create, manage, publish, or license a Listing or Listing Content;

(b) Listing Provider’s or any Listed Clinician’s identity, credentials, licensure, professional qualifications, advertising, communications, privacy or security practices, fees, billing, professional services, acts or omissions, alleged malpractice, or relationship or dispute with a Consumer or other third party; or

(c) Listing Provider’s or any Listed Clinician’s breach of this Agreement or an Order Form, violation of applicable law or professional requirements, negligence, fraud, or willful misconduct.

Company may assume exclusive control of the defense and settlement of any matter subject to indemnification. Listing Provider will cooperate at its expense and may not settle any matter in a manner that admits liability by, imposes obligations on, restricts, or otherwise adversely affects a Company Party without Company’s prior written consent. Listing Provider’s indemnification obligations are independent of and not limited by any insurance maintained by Listing Provider or a Listed Clinician.

21. Governing Law; Dispute Resolution; Arbitration

21.1 Governing Law

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement, an Order Form, the Site, a Listing, the Listing Services, or Listing Provider’s relationship with Company or its affiliates (collectively, a “Dispute”) are governed by the laws of the State of New Jersey, without regard to conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of, and proceedings under, the arbitration agreement in this Section.

21.2 Informal Dispute Resolution

Before initiating arbitration or a court proceeding, except as expressly permitted below, the claimant must provide written notice describing the Dispute in reasonable detail, including the claimant’s name and contact information; the email address associated with the applicable account or purchase; the factual and legal basis of the Dispute; the relief requested; and supporting documentation reasonably necessary to evaluate the Dispute.

Notices to Company must be sent to the contact information contained herein. Notices to Listing Provider may be sent to the email or mailing address associated with Listing Provider’s account.

After receipt of notice, the parties will participate in good-faith efforts to resolve the Dispute informally for at least sixty (60) days. Either party may request a settlement conference by telephone or videoconference, and each party will participate through a person with authority to resolve the Dispute, with counsel if represented, at a mutually convenient time. Compliance with this Section is a condition precedent to initiating arbitration or litigation.

Either party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or misuse of intellectual property, confidential information, trade secrets, account credentials, Listing Content, or the security or integrity of the Site without first completing the informal dispute-resolution process.

21.3 Agreement to Arbitrate

Except as otherwise expressly provided in this Agreement, any Dispute not resolved through the informal dispute-resolution process will be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, as modified by this Section.

The arbitration will be conducted by one arbitrator. Unless the parties agree otherwise, the arbitration will take place remotely by videoconference or in New Jersey, as determined by the arbitrator after considering the parties’ circumstances.

Either party may elect to pursue an individual claim in a court having jurisdiction over small-claims matters if the claim qualifies and remains on an individual basis. If the claim is removed from or no longer qualifies for small-claims court, either party may require that the Dispute proceed in arbitration.

The arbitrator has exclusive authority to resolve any issue concerning the interpretation, applicability, enforceability, formation, or scope of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable, except that a court of competent jurisdiction will decide the enforceability of the waiver in Section 21.4 and any other matter that applicable law reserves exclusively for judicial determination.

The arbitrator may award any remedy available under applicable law on an individual basis but may not consolidate the claims of different persons, certify a class, award relief for or against a person who is not a party to the arbitration, or conduct a class, collective, consolidated, or representative proceeding.

21.4 Individual Proceedings; Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH DISPUTE MUST BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. NEITHER LISTING PROVIDER NOR COMPANY MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, WHETHER IN COURT OR ARBITRATION.

If this waiver is unenforceable with respect to a particular claim, that claim—and only that claim—will proceed exclusively in the state or federal courts located in New Jersey, and the remainder of this arbitration agreement will remain enforceable. Nothing in this Agreement waives any right that applicable law prohibits from being waived.

21.5 Multiple Similar Arbitration Demands

If multiple arbitration demands are submitted and the AAA determines that they qualify for administration under the AAA Mass Arbitration Supplementary Rules, those supplementary rules and the applicable AAA fee schedule then in effect will apply in addition to the Commercial Arbitration Rules.

Each demand will remain an individual claim, and the application of the AAA Mass Arbitration Supplementary Rules will not authorize class, collective, consolidated, or representative arbitration or permit an arbitrator to award relief for or against a person who is not a party to the applicable arbitration, except to the extent the parties expressly agree otherwise in writing.

21.6 Confidentiality

Unless otherwise required by law, the parties agree that any arbitration proceeding, materials exchanged in arbitration, testimony, evidence, orders, and award will remain confidential and may be disclosed only as reasonably necessary to enforce or challenge an award, comply with applicable law, protect or exercise a legal right, or obtain legal, accounting, insurance, or other professional advice.

21.7 Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE.

22. Changes to This Agreement

Company may update this Agreement from time to time. If Company makes a material change, Company will provide notice by posting the updated Agreement on the Site, providing notice through the account, sending an email to the address associated with the account, or using another reasonable means. Changes generally become effective when stated in the notice or, if no date is stated, when posted.

A change to Listing Fees, the renewal period, or another material commercial term will apply prospectively, generally beginning with the next renewal period after reasonable notice. Listing Provider’s continued use of the Site or Listing Services after the effective date of an updated Agreement constitutes acceptance. If Listing Provider does not agree to an update, Listing Provider must cancel renewal and discontinue use before the update becomes effective. Changes made to comply with law, address security or abuse, or add new functionality may become effective immediately to the extent reasonably necessary.

23. Miscellaneous

This Agreement and the applicable Order Form constitute the entire agreement between the Listing Provider and Company regarding the Listing and Listing Services and supersede prior or contemporaneous understandings on that subject. Company’s Terms of Service govern general access to and use of the Site. Company’s Privacy Policy and Consumer Health Data Privacy Policy describe Company’s information practices and do not create additional commercial obligations except to the extent required by applicable law. The Listing Provider acknowledges that it has not relied on any representation, warranty, statement, advertisement, estimate, expected result, or promise not expressly set forth in the applicable governing documents.

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. Company’s failure to enforce a provision is not a waiver. A waiver must be in writing and signed by an authorized representative of Company.

Listing Provider consents to receive agreements, notices, invoices, renewal reminders, disclosures, account updates, support communications, and other transactional communications electronically, including by email, account notification, or another electronic means. Electronic communications satisfy any legal requirement that a communication be in writing. Listing Provider is responsible for maintaining accurate contact information and monitoring the email address associated with its account.

Electronic acceptance, including clickwrap or other affirmative electronic acceptance, has the same force and effect as an original signature. Marketing communications are subject to any consent and opt-out rights required by applicable law.

Listing Provider may not assign or transfer this Agreement, an Order Form, an account, or a Listing without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, or by operation of law.

Company is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, labor disputes, internet or utility failures, cyberattacks, governmental action, war, terrorism, civil unrest, or failures of Third-Party Services.

No agency, partnership, joint venture, employment, franchise, fiduciary, referral, or exclusive relationship is created between Listing Provider and Company. Listing Provider has no authority to bind Company. Listing Provider may advertise through or participate in other directories, and Company may provide directory services to other Therapists, including competitors of Listing Provider.

Section headings are for convenience only.

This Agreement may be accepted in counterparts or through electronic records.

The Company Parties are intended third-party beneficiaries of Sections 18, 19, and 20 and may enforce those provisions. Except as expressly stated, there are no other third-party beneficiaries.

Questions or notices regarding this Agreement may be directed to:

Himmelman Family, LLC d/b/a Mativa Attn: Legal

101 W 87th St. Apt. 907

New York, NY, 10024

hello@mativa.co