INSERTION ORDER AGREEMENT

"This Agreement, consisting of these Terms and Conditions and the attached Private Provider Diamante Strategic Consulting SRL's Insertion Order(s) (referred to as the 'IO'), which are hereby incorporated by reference, is effective from the date and time noted below (the 'Effective Date'). This constitutes a legally binding agreement between Diamante Strategic Consulting SRL (hereafter referred to as 'Party A'), the private provider organization ('PPO'), and the End User (hereafter 'End User', referred to as 'Party B'). Collectively, these entities are known as the 'Parties.' Acceptance of these terms is mandatory for the End User to utilize the work product and services of the PPO. Similarly, it is a prerequisite for the PPO to provide leads consulting and marketing services to the End User."

WHEREAS, PPO owns and/or operates one or more webpages aimed at individuals interested in obtaining information and/or services in the above referenced industry:

WHEREAS, End User wishes to obtain from PPO, and PPO wishes to provide, leads located in the United States who are interested in obtaining information and/or services in the above referenced industry, and PPO wishes to direct such leads to its clients, as set forth under the terms of this Agreement; and

WHEREAS, End User represents and warrants that it is free from any ongoing investigations, court proceedings, or judgments related to bad faith and unfair business practices. Further, if the End User is a trust, corporation, or a limited liability company, it additionally warrants, represents, covenants, and agrees that it is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization. It certifies that it is duly authorized and in good standing to conduct its business activities and holds all necessary powers and approvals required to execute and deliver the Agreement. Furthermore, the individual executing the Agreement on behalf of the End User has been duly authorized to act for and to legally bind the End User. These assurances strengthen our mutual commitment to the terms and conditions outlined in this Agreement.

WITNESSETH:

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

1. RECITALS. The foregoing recitals are true and correct.

2. PARTIES. Pursuant to this Agreement the only authorized Parties hereto are to be known as, and hereafter referred to as the End User; and the Private Provider Organization also known herein as the PPO.

3. END USER. The Parties to this Agreement agree that the client is the purchaser of the services provided hereunder.

4. PRIVATE PROVIDER ORGANIZATION. The Parties to the Agreement agree that the PPO is the provider of services to the client hereunder. These services include but are not limited to Lead Generation, consulting and escrow account mediation.

5. PAYMENT. The client acknowledges and agrees that compensation for the services rendered by PPO under this Agreement is due. The client further concurs that such payment should be directed to Diamante Strategic Consulting Srl. or its designated successors and assigns, and this payment shall be processed via a wire, ach, or credit card charge to the End User for the services provided

A. Use of Third-Party Escrow for Payments: Both PPO and End User agree to utilize a third-party escrow service for the handling and collection of all payments under this Agreement. The escrow service will be responsible for receiving, holding, and disbursing funds according to the terms agreed upon by PPO and End User and in accordance with the provisions of this Agreement. The specific escrow service to be used will be mutually agreed upon by both parties and documented in writing.

B. Appointment of Mediator for Compliance: To ensure compliance with the terms of this Agreement and applicable laws and regulations, PPO and End User agree to appoint a neutral, third-party mediator. The mediator's role will be to oversee the execution of this Agreement, particularly in relation to the collection and disbursement of payments through the escrow service, and to resolve any disputes or compliance issues that may arise between PPO and End User. The process for selecting and appointing the mediator, as well as the scope of their responsibilities and authority, will be agreed upon by both parties and documented in a separate Escrow Agreement.

C. Responsibilities of Parties: Both PPO and End User commit to fully cooperate with the third-party escrow service and the appointed mediator. All parties agree to provide necessary information and documentation promptly to facilitate the smooth execution of transactions and resolution of any disputes or compliance issues.

D. Costs and Fees: The costs and fees associated with the third-party escrow service and the mediator will be borne as agreed upon by PPO and End User and documented in the addendum mentioned in escrow agreement.

The End User agrees to cooperate fully with the PPO in all matters arising out of or related to the subject matter of this AGREEMENT and to execute and perform all duties created hereunder in a timely manner as determined by the PPO.

Nothing herein contained shall be deemed or construed to create a partnership, joint venture or agency relationship (expressed or implied) between the parties. The duties and responsibilities of each Party shall be rendered as independent contractors.

End User agrees to indemnify, defend and hold harmless PPO and its members, directors, officers and affiliates, successors and assigns from and against any liabilities, damages, costs and expenses (including reasonable attorney’s fees) resulting from a third party claim or investigation relating to or arising from End User or End User’s affiliates’ or their employees’, contractors’ or agents’ activities with respect to the leads or the possession, disclosure or use thereof, including without limitation, any consumer contact or information in connection therewith, or any breach of the warranties End User made above, including End User’s warrant of compliance with TCPA, or the restrictions on use of the leads. This obligation remains in effect for a period of five (5) years from the date of each lead purchased or received by the End User and remains in effect thereafter for all claims made or investigations initiated during that period.

PPO, in accordance with mutually agreed terms and schedules, will provide End User with the work product hereinafter data and metadata, specifically the names and/or email addresses of individuals who have expressed interest in obtaining information and/or services within the "Health Care sector, herein referred to as "Leads." PPO's responsibilities encompass the creation and distribution of advertisements, as well as the acquisition of Leads, collectively referred to as "Lead Generation Advertisements." These advertisements will be disseminated on webpages owned, operated, authorized, or hosted by PPO and its affiliated entities, commonly known as the "PPO Websites." This service extends to the entire network of advertising channels, including various media, applications, and devices, through which PPO distributes advertisements, whether within or beyond the confines of the PPO Company Websites, referred to as the "PPO Distribution Network," all at PPO's discretion.

The End User agrees that all Trade Secret, Confidential Information, documents, forms, notes, letters, recordings, filing, tapes, discs, data, flash storage, tangible or intangible, and data records of any type, methodologies, and anything else that can be construed as ‘work products’ arising out of or related to the subject matter of this Agreement, is sole and private property of the PPO and exempt from lien or attachment by or on behalf of the client. The client agrees to not disclose or to distribute, or to in any way make public the aforementioned ‘work product ‘of the PPO.

The Parties hereby agree that this Agreements to be held as private, between themselves; with no third-party interest created or in any way implied; this Agreements to be contrived as ‘at arm’s length’ between the Parties hereto.

"The Parties acknowledge that they have entered into this Agreement freely and voluntarily, with a comprehensive understanding of each Party's rights and obligations. In case of any dispute arising from, or in connection with, the subject matter of this Agreement, such dispute shall be resolved under the jurisdiction of the competent courts in Baia Mare, Județul Maramureș, Romania. This jurisdiction is agreed upon as the exclusive legal venue for all matters related to this Agreement, deemed by the Parties as the most appropriate and convenient forum. Should the Private Provider Organization (PPO) emerge as the prevailing party in any dispute under this clause, it is entitled to recover all related costs, disbursements, and attorneys’ fees incurred at any stage of the dispute, including pre-litigation, trial, and appellate proceedings. Each party hereby waives their right to a jury trial for any claims associated with or arising from this Agreement. Additionally, any failure by the PPO to exercise its rights under this Agreement does not imply a waiver of those rights in the event of any future breaches."

A. End User will make payment on or before the applicable due date of the invoices generated hereunder and shall transmit payment to the location entered in the “payment address/ info” section of the IO. PPO may change or designate a new location for receipt of payment at any time by sending an email containing the new payment location. PPO shall generate and deliver to End User the data leads (“Leads”) and/or Call Transfers, as set forth in the applicable Insertion Order. For purposes of the Agreement, a “Call Transfer” means when an individual consumer (“Consumer”) expresses an interest to either receive a telephone call from, or be transferred by telephone to, End User or its designated third-party marketing partners (“Partners”), in either case with respect to specific products and/or services set forth in the applicable Insertion Order. Call Transfers and Leads shall be referred to herein, collectively hereinafter (“Actions”).

B. PPO’s measurement of delivered Leads is the sole, official and definitive measurement under the IO. If an End User receives an invoice, payment shall be made to PPO within (7) days of the due date of such invoice. PPO reserves the right to charge a late fee of the lesser of .5% per month or the maximum rate allowable by law in the event that PPO does not receive payment by the date payment is due. End User will pay PPO’s reasonable expenses, including attorneys’ fees and costs, incurred in collecting past due amounts. PPO may suspend performance under any agreements with the End User if End User does not make timely payment or if End User’s credit becomes impaired. Following any termination of this Agreement, PPO shall be entitled to compensation for all Leads sent to End User prior to termination.

C. In the event of a reporting discrepancy, the parties will work together in good faith to resolve any billing dispute. Any amount that was overcharged to the End User will be credited on the next invoice or, if there are no subsequent invoices, paid to the End User within thirty (30) days from the determination thereof.

If requested by the End User, PPO will provide a Lead detail report that includes any and all Lead fields that are posted, along with post response and total number of Leads. Such reporting will be provided on a mutually agreed basis.

It is the End User’s sole responsibility to familiarize itself with all laws and regulations applicable to the receipt, use, storage and safeguarding of data that identifies consumers that PPO provides to End User, and to comply with them. End User agrees to maintain commercially reasonable physical, electronic and procedural controls and safeguards to protect any such consumer information received pursuant to these terms from unauthorized use or disclosure, including the maintenance of appropriate safeguards to restrict access to the consumer data solely to carry out the purposes for which the information was disclosed.

In connection with each lead or service purchase or receipt, End User hereby agrees and warrants the following:

A. The utilization of leads and services, including all calls and other interactions with consumers resulting from said leads, shall fully comply with all applicable federal, state, and local laws, statutes, rules, and regulations. This compliance encompasses, but is not limited to, the Communications Act of 1934 (as amended), the Telephone Consumer Protection Act ("TCPA") along with the implementing regulations issued by the Federal Communications Commission, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Federal Trade Commission's Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, as well as other pertinent federal and state laws and regulations governing marketing, promotion, and sales of goods or services. This includes adherence to general consumer protection laws and regulations and other consumer protection statutes prohibiting unfair, deceptive, or misleading practices.

B. Without constraining the provisions of subsection (a) above, End User shall refrain from making any calls to individuals listed on any federal or state national Do-Not-Call (DNC) registry unless a legally recognized exemption applies.

C. End User shall abstain from using any lead information to determine an individual's eligibility for insurance, credit, employment, or any other purpose that would infringe upon the Fair Credit Reporting Act.

D. End User affirms that it has secured all necessary licenses, permits, and authorizations mandated by law, regulation, or any government or regulatory authority to conduct its business as presently undertaken. This encompasses the offering and sale of products and services that are the subject of the lead.

E. End User has disclosed any federal or state decrees, orders, consent agreements, or any ongoing formal or informal government investigations. Furthermore, End User warrants that in the event of becoming involved or named in any action, investigation, complaint, or other proceeding before any governmental or regulatory authority or any private party, immediate notice will be provided to PPO regarding such actions.

F. End User shall take all necessary measures to ensure that its employees, contractors, and agents adhere to the aforementioned obligations and requirements.

G. This set of warranties underscores End User's commitment to lawful and ethical business practices while utilizing the work product that has provided leads and services.

THE LEADS, MARKETING SERVICES AND THIS WEBSITE ARE PROVIDED “AS IS”, “WHERE IS”. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER, AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH THE LAWS, NON-INFRINGEMENT, TITLE, OR BASED ON COURSE OF DEALING OR USAGE OF TRADE. PPO DOES NOT GUARANTEE THAT THE INFORMATION PROVIDED BY THE CONSUMER IS ACCURATE OR COMPLETE, OR THE RESULTS TO BE ACHIEVED FROM THE LEADS, INCLUDING ANY SPECIFIC CUSTOMER CONVERSION RATES.

END USER UNDERSTANDS AND ACCEPTS THAT LEADS AND CONTACT INFORMATION COLLECTED HAVE NOT BEEN SCREENED OR VALIDATED BY PPO AND ARE NOT GUARANTEED TO BE ACCURATE OR ERROR-FREE AND ALL RISKS OF CONDITION, USE, QUALITY, DESIGN, OR FITNESS ARE END USER’S.

PPO has diligently endeavored, in accordance with currently understood legal prerequisites, to secure online prior express written consent from consumers, allowing contact through automatic telephone dialing systems on their mobile phones as per the TCPA. A copy of the consent language and method employed by PPO has been furnished to End User. It is the responsibility of the End User to assess whether the obtained consents meet the necessary legal standards and align with End User's internal marketing policies. PPO does not provide any assurances or guarantees concerning the validity of such consent. This includes, but is not limited to, whether the consent aligns with TCPA requirements or other pertinent regulations, or whether all leads can be contacted in accordance with these consents.

AS A CONDITION TO THE PROVISION OF THE LEADS AND OTHER MARKETING SERVICES, BOTH PARTIES AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, PPO WILL NOT BE LIABLE TO END USER, ITS AFFILIATES OR RESPECTIVE CONTRACTORS OR AGENTS OR ANY THIRD PARTY, REGARDLESS OF THE CAUSE OR ACTION, FOR: (i) ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR RELIANCE DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH THE LEADS OR OTHER MARKETING SERVICES, ANY INFORMATION PPO PROVIDES TO END USER IN CONNECTION THEREWITH, THESE TERMS OR ANY MATTERS RELATING THERETO, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, PROFITS, BUSINESS OPPORTUNITY OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY DAMAGES OF ANY TYPE, IN THE AGGREGATE AT ANY TIME, IN EXCESS OF THE AMOUNT PAID BY END USER TO PPO FOR LEADS UNDER THESE TERMS IN THE MOST RECENT THREE (3) MONTH PERIOD. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY HEREIN SHALL APPLY EQUALLY FOR THE BENEFIT OF PPO’S SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WHEN ACTING IN CONNECTION WITH THE WORK PRODUCT THE SUBJECT MATTER OF THESE TERMS. END USER ACKNOWLEDGES THAT PPO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.

Either PPO or End User may terminate this Agreement at any time with or without cause by giving written notice, via email, to the email address(es) listed in the IO.

Neither party will be liable, or be considered to be in breach of the Agreement, on account of such party’s delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

A. Each party will keep the terms of this Agreement confidential and not disclose them to any third party (other than to its appointed attorneys and accountants) without the other party’s prior written consent, except as required by law.

B. End User covenants and agrees that End User shall regard all items of information or data constituting a Work Product of PPO as strictly confidential and wholly owned by PPO, which information includes but is not limited to: (i) all customer lists disclosed between the parties pursuant to the Agreement; (ii) all customer relationship management software and information contained therein; (iii) all internal databases and associated search tools; (iv) all personnel files of PPO; (v) all general correspondence concerning PPO; (vi) all documents concerning or referring to the financial aspects of PPO; (vii) all electronic data processing, word processing, and/or computer programs, runs, and other electronic products and records generated by PPO; (viii) all documents describing procedures or methods employed by PPO in soliciting, procuring and handling business; (ix) all information acquired by PPO relating to prospective and current business transactions and arrangements; (x) all market analyses and/or demographic information or studies on the current and/or potential markets of interest to PPO; (xi) all business agreements and understandings between or among PPO and other persons including any independent contractors and affiliates; (xii) all documents provided to PPO in confidence by third parties; (xiii) all legal documents and correspondence concerning PPO; and (xiv) all opinions, decisions, rulings, and audits of governmental agencies relating to PPO (the “Confidential Information”).

C. The aforementioned Confidential Information is and shall remain the work product and property of PPO. End User shall not directly or indirectly access, copy, exfiltrate or disclose any such information for any purpose other than executing the duties hereunder. Any request for confidential information or access to confidential information from any outside parties, known or unknown, including former PPO personnel, contractors, employees, officers, members, or affiliates of PPO shall be immediately reported to PPO. Any direct or indirect attempt to access computers, systems, applications, servers, workstations, operating systems, databases, accounting systems, network infrastructure, software, programs, outside service providers (such as customer relationship management databases) and any documentation, data or property contained within or in connection with the same for any purpose other than executing End User’s duties to PPO hereunder shall constitute a material breach of this agreement and PPO shall be entitled to seek legal and equitable relief as provided for herein.

D. End User hereby commits and agrees, without exception or in any manner, whether directly or indirectly, not to utilize, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, appropriate, or otherwise communicate any Work Product, Confidential Information, or any other information belonging to PPO to any individual or entity for any purpose unless express written permission is granted by PPO. This commitment pertains to each piece of information or data constituting a Work Product and shall remain in effect perpetually, extending beyond the conclusion of this Agreement for as long as such item retains its status as a Work Product or Trade Secret, as defined by applicable law. In the case of Confidential Information, this commitment remains binding at all times and for a period of two (2) years after the conclusion of the last transaction or termination. Upon the earlier of (i) the termination of this Agreement or (ii) at the request of PPO, End User shall promptly return to PPO all tangible materials containing or derived from any Confidential Information or Work Product, regardless of the form of storage or retrieval. Should any portion of this commitment be found unenforceable by a court in a legal proceeding, the remaining portions shall still be deemed enforceable to the extent considered reasonable by the court. The End User acknowledges the unique nature of its obligations herein and agrees that PPO is entitled to seek damages and equitable remedies in the event of the End User's default or failure to meet the obligations set forth in this Agreement. PPO is not required to post a bond to obtain equitable relief. This commitment takes effect immediately upon the date hereof and persists beyond the termination of this Agreement until PPO provides thirty (30) days' written notice of termination to End User or until the parties enter into a separate subsequent agreement that supersedes this Agreement in regard to Confidential Information. These obligations shall endure regardless of the consummation of any transactions between the parties.

All notices, requests, and other communications to a Party under this Agreement must be in writing (including email, so long as a confirmation of delivery and/or receipt of such email transmission is received) and will be given to the addresses listed in the Order submitted herewith.

This document represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, proposals, stipulations, or agreements, either written or oral. No agent or representative of either party has authority to make, and the parties shall not be bound by or liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments or modifications to the terms of this Agreement shall be valid unless reduced to writing and signed by both parties. This Agreement has been freely and fairly negotiated by the parties hereto and each party has been provided the opportunity to have the Agreement reviewed by legal counsel of its choice and to modify the terms hereof and, therefore, this Agreement shall be construed and interpreted without any presumption, or other rule, requiring construction or interpretation against the interest of the party causing this Agreement to be drafted. If any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed without such invalid, illegal or unenforceable provision. In the event of a conflict between the Terms and Conditions and the Insertion Order, the terms of the Insertion Order shall prevail.