Logo Trademark License Agreement

This Health First, Inc. Trademark License Agreement ("Agreement") is entered into by and between Health First, Inc. on behalf of themselves and all of their Affiliates, at 6450 U.S. Highway x1, Rockledge, FL 32955, USA (Health First) and the company listed below ("Licensee") and is effective as of the date of confirmed approval by Health First of this Agreement ("Effective Date"). The terms Logo and Trademark shall be used interchangeably and shall not be considered separate under the terms of this Agreement. Logo shall mean any symbol or other design adopted by Health First to identify its property, including the use of the name Health First when used to identify an entity owned, operated, or controlled by Health First, Inc. Subject to the terms of this Agreement, Health First grants Licensee a limited, non-exclusive, non-transferable, royalty-free, worldwide license to use Health First's trademark and logo ("Logo") only in connection with an approved business or charitable enterprise, which shall be determined by Health First.
1. Licensee's use of the specific Logo will be in strict compliance with the following guidelines:

• The Health First Logo should never be on top of any colored backgrounds or on top of an image directly
• The only approved Logo colors are PMS 281 and black or white if the logo needs to be reversed for use on a dark background
• The Logo cannot be
• Rotated
• Stretched or squeezed out of proportion
• Outlined
• Used with letters (Health First) only. The letters must always be used within the blue, black or white box.
• Filled with gradient
• Enhanced with effects such as embossing, shadowing or glowing
• On top of another color that bleeds through the letters that are not PMS281, black or white
• A proof of the logo in its requested use must be approved by Health First Marketing & Communications.

2. Every version of either Health First, Inc. or an Affiliate's logo that Licensee uses must be separately authorized.

3. Health First can list the name of Licensee as a company (or your name, if an individual) in an index of Logo users, which may be published at Health First's sole decision.

4. Health First has no obligation to provide any type of support for Licensee's usage of the Logo.

5. Upon receipt of Health First's written request, Licensee shall supply Health First, at no cost and with no obligation to return, suitable proof of its use of the Logo to verify Licensee's compliance with this Agreement.

6. Health First shall remain the exclusive owner of the Logo. Licensee's use of the Logo shall exclusively inure to the benefit of Health First. Licensee will not do anything to compromise Health First's rights in and to the Logo, such as filing any identical or confusingly similar trademark applications anywhere in the world, now or in the future.

7. The Health First Logo is provided to licensee on an "as is" basis and Licensee is solely responsible for its use of the Logo. Health First disclaims all warranties regarding the Logo, including warranties of non-infringement. Health First shall not be liable for any direct, indirect, incidental, special, consequential or punitive damages arising from or related to Licensee's use of the Logo, or termination of this agreement.

8. Licensee will defend, indemnify and hold harmless Health First against all losses, liability, and/or expense (including reasonable legal fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against Health First or an affiliate because of Licensee's unauthorized or improper use of the Logo, or for any personal injury, product liability or other claim arising from the unauthorized or improper production, promotion, distribution, sale and/or offer for sale, and/or the performance of Licensee.

9. This Agreement is valid for:

• one (1) year or
• the duration of any marketing campaign or
• the duration of the subscription term or
• Broker appointment termination

whichever terminates last, from the effective date of execution, unless otherwise terminated as per the provisions noted below. In order to renew this Agreement for an additional year, Licensee must submit a written request within thirty (30) days prior to the Agreement's expiration, and Health First must at its discretion approve such continued use.

10. This Agreement shall terminate automatically upon Health First's determination that Licensee has breached any of the terms of this Agreement. This Agreement is revocable at will by Health First and at Health First's sole discretion. Within 24 hours of receipt of notice, whether 'stand-alone' or of termination of this Agreement, licensee shall remove all usages of the Health First logo(s) or trademark(s). Failure of Licensee to remove such usages within 24 hours shall constitute a breach of this Agreement. The Parties expressly agree that Health First shall have the right to seek any remedies at law or in equity to enforce their rights to their property.

11. This Agreement shall be governed by the laws of the State of Florida. This Agreement, in all instances and regardless of the jurisdiction, forum, court or other tribunal, shall be governed by, and interpreted in accordance with, the laws of the State of Florida. Exclusive jurisdiction and venue for any dispute relating to this Agreement shall reside in the Circuit Court of Brevard County, Florida. The parties agree and expressly consent to the exercise of personal jurisdiction in said court in connection with such dispute.

12. If litigation is instituted between the parties with respect to the arrangement contemplated by this Agreement, the prevailing party therein shall be entitled to recover, in addition to all other relief obtained, costs, expenses and fees, including attorney fees, incurred in such litigation, both in the trial court and on appeal.

13. Licensee shall inform Health First in writing of any change in Licensee's physical or electronic address.

14. The terms of this Agreement are the entire and final understanding between Licensee and Health First concerning the Logo.

15. All notices required to be given under this Agreement will be given in writing, and sent to the recipient party's address stated in this Agreement, unless otherwise changed in writing. All notices will be given by certified or registered mail, or overnight carrier. Such notices will be deemed given on the date of receipt of delivery of said notice.

16. The language of this Agreement shall not be interpreted against the drafting party.

To submit a Logo Use request, please complete all required fields below. Broker Services will email you with confirmation of your Logo Use request and coordinate logistics on providing your requested item(s).