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1) The Parties: This Friends ColleaguesTM Affiliate Agreement (the “Agreement”), made and entered by and between North Coast Medical, Inc. (ncmedical.com, myncmstore.com), (referred to henceforth as “North Coast Medical, Inc.”, “NCM”, “us” or "we") with its principal place of business at 8100 Camino Arroyo, Gilroy, CA 95020, and you, the affiliate (referred to henceforth as "you", “your” or "Affiliate"), contains the complete terms and conditions that apply to your participation in the North Coast Medical, Inc. VSR Affiliate Program (the "VSR Affiliate Program", “Friends & Colleagues Affiliate Program”, or "Program"). Any party referred by you to the VSR Affiliate Program in accordance with its online procedures are referred to henceforth as “Referral”, "Sub-Affiliate", or “Your Sub-Affiliate”. Your participation in the VSR Affiliate Program is non-exclusive as there are and will be other affiliates in the Program.

2) Term and Termination:
2.1 The term of this Agreement will begin upon our acceptance of your VSR Affiliate Program application (“Effective Date”) and will end when terminated by either party as provided for herein. Notwithstanding any provision set forth in this Agreement to the contrary, either you or we may terminate this Agreement at any time, with or without cause, for any reason or for no reason, by giving the other party written notice of termination. Any such notice must be in writing and will be considered to have been duly given the day after email transmission if served in such manner to the party to whom notice is to be given, or three (3) days after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: if to NCM, to the mailing or email address set forth in the first paragraph of this Agreement; if to Affiliate, to the mailing address or email address currently listed in your Affiliate Profile. You are eligible to earn commissions only on online orders completed prior to the termination of this Agreement that result in valid qualified retail sales paid by customers for which you would otherwise be entitled to a commission pursuant to Section 7 of this Agreement. Upon termination of this Agreement for any reason, you shall no longer be entitled to access to the VSR Affiliate Program, you shall immediately cease to represent that you are an Affiliate of North Coast Medical, Inc. or the VSR Affiliate Program, you shall immediately cease all use of our name and/or any of our logos and/or trademarks, and you shall remove from your site, all links to our site, embedded code, and all North Coast Medical, Inc. trademarks and those of any North Coast Medical, Inc. company, trade dress, and logos, and any materials provided by or on behalf of us to you pursuant to this Agreement and/or in connection with the VSR Affiliate Program.

2.2 Without limiting the provisions of Section 2.1, above, North Coast Medical, Inc. reserves the right to terminate any accounts we deem as "inactive" accounts. An affiliate account will be considered "inactive" if it fails to generate any sales for a period of at least six (6) months. In the event of account termination due to inactivity, Affiliate will forfeit any commission balance less than the minimum commission payout amount of $100.00.

2.3 North Coast Medical, Inc. reserves the right to reassign affiliates and sub-affiliates. This includes revising affiliate/sub-affiliate hierarchies as we choose. In the event that an affiliate is terminated, related sub-affiliates can and will be restructured or re-assigned in any manner we choose.

2.4 The termination rights set forth in this Agreement are absolute and neither you nor we shall incur any liability by reason thereof, except to the extent expressly set forth in this Agreement. We and you mutually release the other from any claim of any nature arising out of such termination, except for obligations arising out of the express terms of this Agreement that survive termination of this Agreement.

3) Enrollment in the Friends & Colleagues Affiliate Program:

As an interested party for the Friends & Colleagues™ Affiliate Program, you must submit an application for participation (“VSR Affiliate Program application”). Requirements for approval include, but are not limited to:
● A referral by a current approved Program affiliate, and
● Your status as a licensed/registered healthcare professional, or
● Your status as a business entity established in the healthcare market, or
● Your status as a network or service provider for the healthcare market, or
● Your having an approved vested interest in a healthcare market, or
● Your status as any other business entity or person that NCM approves in its sole and absolute discretion.

You will submit a complete VSR Affiliate Program application from our site. We may reject your application (at our sole discretion) if we feel you or your site is unsuitable or inconsistent with the mission of North Coast Medical, Inc. Even if your site is accepted, North Coast Medical, Inc. may terminate this Agreement anytime thereafter in accordance with the provisions of Section 2 above. You hereby acknowledge that we can rely on all of your representations in your application.

4) Promotion of our/your Affiliate Program:

4.1 Upon your acceptance as a Program affiliate, we will make available to you a unique login to our Affiliate Dashboard where you will be able to manage your Sub-Affiliates, track sales and activity for you and your Sub-Affiliates, and manage your affiliate program with us. You will also be granted access to a unique “Code Generator” which allows you to generate the code necessary to embed your VSR into web pages and blog posts. We may make available to you a variety of graphic and/or textual links (the "Links"), which, subject to the terms and conditions hereof, you may display as often and in as many areas of your approved site as you desire. The Links will serve to channel potential buyers to your VSR site.

4.2 Access to the VSR Affiliate Dashboard and/or VSR Code Generator can be suspended or terminated by us at any time for any reason, or for no reason.

5) North Coast Medical, Inc. Agrees To:
a. Pay Affiliate a commission pursuant to Sections 7 and 8 hereof, subject to the provisions of Section 9 hereof. Your earned commissions shall be the only consideration from us to you.

b. Work with the VSR Affiliate Dashboard to pay Affiliate on a monthly basis when commissions due have reached a minimum of $100.00. Accounts with a balance of less than $100.00 will roll over to the next month. North Coast Medical, Inc. payments are due and payable monthly to affiliates after 90 days from the date of sale to cover returns, exchanges and other adjustments that may be necessary during the 90-day return period, as more fully set forth in Section 7 below.

c. Commissions payable by NCM are limited to a maximum percentage of 25% for any retail sale, as more fully set forth in Section 7 below.

6) Affiliate Agrees To:
a. Embed North Coast Medical, Inc. code, graphics and/or text links on/in your website(s), and remove them upon termination of this Agreement.

b. Observe and honor North Coast Medical, Inc. 's exclusive right of ownership as to the names of its property, including but not limited to its trademarked name and any variations thereof within all pay-for-placement and other search engines. North Coast Medical, Inc. grants to you a limited right to the use of its trademarked names solely for promotional purposes in conjunction with the relationship described in this Agreement.

c. Remove all links regarding North Coast Medical, Inc. promotions on the date such promotions end, and forfeit any commissions earned after the end date of the promotions if you continue to post such links after the removal date.

d. Have sole responsibility for the development, operation, and maintenance of your site and for all the materials that appear on your site.

e. Ensure that all materials posted on your site are not illegal and do not infringe on the rights of any person or entity of any kind. We disclaim all liability for all materials on your site.

f. Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.

g. Make sure that your site does not copy or resemble the look and feel of the North Coast Medical, Inc. website or create the impression that your site is our site or a part of our site.

h. Not add any immoral or unethical links to your site pointing or otherwise relating to North Coast Medical, Inc. If any immoral or unethical links are added to your site pointing or otherwise relating to North Coast Medical, Inc., we reserve the right to pursue all legal courses of action against you to the fullest extent possible under the law and you will be responsible for returning all commissions earned to us as a result of such links to North Coast Medical, Inc.

i. Obtain all permits, licenses, and approvals necessary to perform this Agreement.

j. Perform all of the terms and provisions of this Agreement in a manner that reflects favorably upon North Coast Medical, Inc. and our business reputation. Affiliate shall not present or cast our name, our products or services, logo or trademarks in a disparaging or negative manner of any kind.

k. Comply with all applicable federal, state, and local laws, statutes, regulations, ordinances and other legislative or administrative rules imposed or required by any legal public authority having jurisdiction or authority, including and not limited to the Internal Revenue Service, FDA, Federal FTC Act and the CAN-SPAM Act.

l. Not use any part of any compensation paid to you under this Agreement to pay or accrue for the benefit of, directly or indirectly, anyone who is an official, agent, director, officer or employee of any governmental entity.

m. Make no representation with respect to our products or services which in any way conflicts or is inconsistent with our products or services descriptions, performance, specifications, features, and functionality as published or provided by us, or make or pass on to any individual or entity any warranty or representation on our behalf.

n. Continuously retain our patent, trademark and/or copyright attributions, notices and markings on all demonstration articles and marketing collateral and literature, and not in any way obliterate or alter same.

7) Affiliate Commissions:
7.1 Affiliate shall not achieve a commission in excess of 20% on any retail Sale (defined below) facilitated through the Virtual Showroom (“VSR”) or any component of the Friends & Colleagues Affiliate Program.
● Affiliate need not have a website or may have one or more websites.
● All affiliates approved by NCM (“Approved Affiliates”) must be assigned to an Affiliate Sponsor.
● Commissions are paid monthly after completion of the 90-day warranty/returns period.

North Coast Medical, Inc. Affiliate Program shall pay a 20% commission to Affiliate from qualified Sales (defined below) that originate and transact on Affiliate’s VSR website. In addition, Affiliate will earn a 4% commission on qualified Sales that originate and transact on the VSR website of a Sub-Affiliate of Affiliate. In addition, Affiliate will earn a 1% commission on qualified Sales that originate and transact on the VSR website of a 2nd Sub-Affiliate of Affiliate (i.e., a Sub-Affiliate of Affiliate’s Sub-Affiliate).

A “qualified” sale consists of any sale of product or services that is successfully paid, and is not returned, refunded, discounted, charged-back, or otherwise cancelled or negated.

7.2 For the purposes of the Program and this Agreement, “Sales” or “Net Sales” shall mean valid, qualified retail sales paid by your website customer minus any chargebacks, refunds and returns during the 90-day warranty/returns period. Commissions shall be paid on Sales as defined herein, pursuant to the payment procedures set forth in Section 8, below.

7.3 In the event that any price reductions, partial refunds, or adjustments lower the original sales price, commissions will be paid on the final adjusted sale amount. Commissions shall also be subject to the limitations set forth in Section 9 below (Tracking).

7.4 Affiliate agrees not to manipulate the commission structure of the VSR Affiliate Program by purposely setting up companies it owns or is directly affiliated with as Sub-Affiliates in order to gain the additional 4% or 1% commission payable hereunder. Should Affiliate violate the foregoing provision, NCM may, in its sole and absolute discretion, and in addition to any other right or remedy it may have under law or equity, elect to terminate this Agreement pursuant to Section 2 hereof, or elect to have Affiliate’s hierarchy adjusted, and all Affiliate commissions adjusted to a flat 20%.

7.5 Commission rates and structure may change at any time without notice, and any such changes shall be binding upon Affiliate. Affiliate shall refer to its Affiliate Dashboard, or http://myncmstore.com/affiliate-program/ for the most current and up to date commission details.

8) Payment Procedures:
8.1 Once the $100.00 minimum set forth in Section 5(b) has been reached, North Coast Medical, Inc. will issue payment to Affiliate within 30 days after the end of each calendar month for all commissions earned during that month after expiration of the applicable 90-day warranty/returns period referred to in Section 7.
8.2 After Affiliate has met the $100 minimum payout requirement, and all funds have met the 90-day holding period, Affiliate will receive the full amount of commissions due, less any amount North Coast Medical, Inc. determines, in its sole discretion, not validly earned from a proper use of the embedded code or links on an affiliate's website.

8.3 Payments will be issued via the VSR Affiliate Dashboard only, payable to you at the address submitted by you in your online registration.

9.1 VSR Affiliate Dashboard will be solely responsible for tracking commissions using special software that communicates with unique URLs and embedded code created with the VSR Code Generator.

9.2 Commissions are tracked through the use of unique ID numbers in our code, and cookies. In some cases it will not be possible to track traffic from the Affiliate's site because the visitor is using cookie-blocking software or other methods to prevent being tracked. North Coast Medical, Inc. is only responsible for paying commissions that can be tracked to the Affiliate using the technology in use by North Coast Medical, Inc.

9.3 North Coast Medical, Inc. uses a "last affiliate wins" system, under which a particular Internet user is assigned to the last affiliate site that a user visited prior to entering the North Coast Medical, Inc. website and then completes a transaction with North Coast Medical, Inc. For example, if the user visits “Affiliate A”; then enters North Coast Medical, Inc. but does not complete a transaction; then the user later visits “Affiliate B”; finally enters North Coast Medical, Inc. again and this time submits an order. In this case the consumer is assigned to “Affiliate B”, and the commission is paid to “Affiliate B”.

9.4 North Coast Medical, Inc. will utilize its commercially reasonable best efforts to ensure accurate tracking of commissions made by Affiliate. Affiliate will be solely responsible for ensuring that its generated code and URLs are formatted properly, a necessary prerequisite for accurate tracking of commissions. Notwithstanding the above statement of responsibility by North Coast Medical, Inc. to track commissions, you hereby acknowledge and accept that the tracking system employed by North Coast Medical, Inc. is not 100% fail-safe and that there may on occasion be instances of commissions made that are not credited to you for any of the following reasons:
a. Your failure to use the proper format of the specially assigned code in web pages and blog posts, etc.
b. Deliberate or accidental actions by customers to circumvent your code so that our software is unable to accurately track the referral.
c. Bugs, glitches or crashes of the tracking software that render it unable to accurately track commissions for a period of time.
d. Acts of nature that cause irretrievable data loss on the computers and backup media that store the commission information.

9.5 As such, you will not hold North Coast Medical, Inc. liable to compensate you for any claimed commissions that were not tracked and recorded by the tracking software.

10) Confidentiality: Except with the prior written consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them (hereinafter “Confidential Information”) shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the party for its own business purposes or for any other purpose not expressly permitted under this Agreement. Confidential Information shall not include any information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, or (b) was received by the other party on a non-confidential basis from a third party who had a legal right to make such disclosure. In the event that either party becomes legally compelled (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the party so compelled agrees to provide the other party with prompt notice of such request(s) so that it may seek an appropriate protective order or other appropriate remedy and/or waive the compelled party's compliance with the provisions of this Agreement. If the other party has not obtained a protective order or other remedy within a reasonable period of time after notice by the compelled party, or if the other party waives compliance with the provisions of this Agreement, the compelled party agrees to furnish only that portion of the Confidential Information that, in the reasonable opinion of the compelled party's counsel, is legally required to be furnished.

11) Limitation of Liability: We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the affiliate relationship, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the VSR Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement.

12) Limited License: In furtherance of the terms of this Agreement, and for no other purpose, we grant you a nonexclusive, nontransferable, revocable right to connect to our site(s), database, and/or website content through the code generated by our VSR Code Generator for the sole purpose of embedding VSR into your site, or linking your site to our site, solely for the purpose of identifying your site as a participant in the Program and assisting in selling and promoting North Coast Medical, Inc. products and services in accordance with the terms of this Agreement. You may not alter, modify, or change the code generated in any way. You are only entitled to use the code to the extent that you are a member in good standing of the North Coast Medical, Inc. VSR Affiliate Program. We may revoke your license at any time, for any reason or for no reason, by giving you written notice in accordance with the provisions of Section 2 of this Agreement.

13) Disclaimers: We make no express or implied warranties or representations with respect to the North Coast Medical, Inc. website or the North Coast Medical, Inc. VSR Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14) Amendments and Modifications: We may unilaterally amend any of the terms and conditions of this Agreement at any time. You will be notified of any such amendment by e-mail, at the e-mail address currently listed in your Affiliate Profile, and a change notice will be posted on our site. If the amendments are unacceptable to you, your only recourse is to terminate this Agreement in accordance with the provisions of Section 2 of this Agreement. Your continued participation in the VSR Affiliate Program after a change notice has been posted will constitute binding acceptance of the amendment.

15) Independent Contractors: You and North Coast Medical, Inc. are independent contractors and nothing in this Agreement is intended or shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.

16) Representations and Warranties: You hereby represent and warrant to us as follows:
a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
b. The development, operation, and contents of your site do not and shall not infringe upon the copyright, trademark, or any other right of any person or entity.

17) Independent Investigation: You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer participation on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the North Coast Medical, Inc. VSR Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement.

18) Fraud: If you commit fraud or make any misrepresentation to us for the purpose of receiving commissions under this Agreement, this Agreement will be terminated immediately. In addition, you will be liable to North Coast Medical, Inc. for any and all damages that North Coast Medical, Inc. suffers as a result of such actions. You will also be responsible for returning to North Coast Medical, Inc. all commissions received on the basis of false or misleading information submitted to us. We reserve all other rights and remedies available to us under applicable law.

19) Anti-Predatory Policy:
19.1 You shall not utilize or distribute software downloads that enable diversions of commissions from other affiliates in our Program, including but not limited to those commonly known as "ParasiteWare" or that carry out functions commonly known as "Parasitic Marketing." ParasiteWare is software (including, but not restricted to, browser helpers, browser plugins, toolbars and pop ups/sliders) that knowingly or unknowingly undermines or removes another affiliate's ability to compete by changing, intercepting or redirecting an affiliate link. ParasiteWare may be installed knowingly or unknowingly by the end user, altering normal web browser functions and/or installing a third party application that works through the user's altered browser.

19.3 You also agree not to use any kind of technique that intercepts natural searches to redirect traffic through installed software, thereby causing commission-tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the natural search. (Natural search engines being, but not limited to, Google, Yahoo, and similar search or directory engines).

19.4 You also agree not to use any technique or marketing program that might reasonably be considered "predatory" or manipulative. North Coast Medical, Inc. reserves the right to determine whether a technique or program is “predatory” or manipulative.
19.5 In the event that you breach any of the foregoing provisions of this Section 19, NCM shall have the following rights and remedies, in addition to all other rights or remedies available at law or equity: termination of this Agreement; forfeiture of all pending commissions otherwise payable to you; requirement that you disgorge any improperly received commissions.

20) E-mail Marketing and Endorsements:
20.1 Affiliate agrees to comply with the requirements of the CAN-SPAM Act of 2003 (the "Act") in its distribution of e-mail that contains messaging regarding North Coast Medical, Inc. Without limiting the generality of the foregoing, e-mails transmitted or distributed by you that relate to sales of products or services in connection with the VSR Affiliate Program must meet the following criteria:
a. May only be sent to recipients who have expressly agreed directly with Affiliate, in advance, to receive such communications from Affiliate.

b. Must clearly and conspicuously identify that the message is an advertisement or solicitation, unless recipient has given prior affirmative consent to receipt of the message. Affirmative consent means that the recipient expressly consented to receive the message either in response to a clear and conspicuous request for such consent or at the recipient's own initiative.

c. Must clearly and conspicuously notify the recipient of the opportunity to decline to receive further commercial e-mail from Affiliate.

d. Must provide a valid physical postal address of Affiliate.

e. Must provide a functioning return e-mail address or other Internet-based mechanism, clearly and conspicuously displayed, that a recipient may use to submit, in a manner specified in the commercial e-mail, a reply e-mail or other Internet-based mechanism a request not to receive future commercial e-mail from Affiliate. The return address or Internet-based mechanism must be capable of receiving such messages for at least 30 days after the transmission of the original message. Affiliate may not send subsequent commercial e-mails more than ten (10) business days after the recipient's request not to receive further e-mails has been received (unless there is a subsequent affirmative consent by the recipient to receive such e-mails.) Once Affiliate receives such a request, Affiliate may not sell, lease, exchange or otherwise transfer or release the e-mail address of the recipient.

f. May not contain materially false or materially misleading header information, or deceptive subject heading.

g. May not contain sexually-oriented material.

20.2 Affiliate shall not initiate or assist in the transmission of commercial e-mail using an e-mail address: (1) that was collected through automated means, from a third party website in violation of that third party's posted privacy policy, or (2) that was generated through automated means by combining names, letters or numbers into numerous permutations. Affiliate may not conduct fraudulent activities related to electronic mail, including but not limited to the material falsification of header or transmission information, the unauthorized use of someone else's computer to send bulk commercial e-mail, and the registration of an e-mail account that materially falsifies the identity of the actual registrant.

20.3 Endorsements: Every endorsement, including testimonial, published by Affiliate regarding us or any of our products or services must be truthful, substantiated, and be neither deceptive nor unfair, as required by the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (16 Code of Federal Regulations Part 255) as now or hereafter amended. An endorsement is an advertising message that your readers are likely to believe reflects any opinion, belief, finding or experience of Affiliate and/or any other individual, expert, or organization other than us, even if those views are identical to ours. If Affiliate is then publishing a banner ad that advertises us, no further notice of the material connection between Affiliate and us is required. If Affiliate is not then publishing such banner ad, and publishes any endorsement of us or any of our products or services, Affiliate must publish notice to your readers that Affiliate may receive compensation from us. Affiliate must promptly notify us each time Affiliate is going to publish, or is publishing, an endorsement regarding us or any of our products or services. If we believe any endorsement does not comply with the FTC Guides, we reserve the right to require Affiliate to promptly bring the endorsement into compliance with the FTC Guides or immediately delete the endorsement(s).
20.4 In the event that you breach any of the foregoing provisions of this Section 20, NCM shall have the following rights and remedies, in addition to all other rights or remedies available at law or equity: termination of this Agreement; forfeiture of all pending commissions otherwise payable to you; requirement that you disgorge any commissions received as a result of promotional efforts which cannot be verified by Affiliate as having complied with the terms and conditions of this Section 20.

21) Assignment: Neither this Agreement nor any of your rights, interests, duties, or obligations shall be assigned, transferred or delegated to any other person, firm, or corporation without our prior written consent. Any attempted assignment or delegation by Affiliate without such prior written consent shall be void and without effect. We may assign this Agreement upon written notice to you.

22) Reservation of Rights: Without limiting the rights provided to us under Section 2 of this Agreement, North Coast Medical, Inc. may terminate this Agreement at any time if you or your site is determined (at our sole discretion) to be unsuitable for the Program, even if you or your site has not changed since the time that your Affiliate Program application was accepted. North Coast Medical, Inc. also reserves the right to monitor your site at any time to determine whether it is in compliance with this Agreement.

23) Governing Law; Jurisdiction; Entire Agreement; Successors and Assigns; Waiver; Severability; Headings: The laws of the State of California and the laws of the United States applicable to persons and entities domiciled in the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in or around the vicinity of Gilroy, CA, and you irrevocably consent to the jurisdiction of such courts. This Agreement is the entire agreement between you and NCM and supersedes all prior communications, understandings and agreements relating to the VSR Affiliate Program, whether oral or written. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to the foregoing restriction and Section 21, above, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement. If any provision in of this Agreement shall be held unenforceable, such unenforceable provision shall be stricken from the Agreement, and the remainder of this Agreement shall nevertheless remain in full force and effect, and the Agreement shall be construed to the greatest extent possible to give effect to the intent of the parties with respect to the stricken provision. The subject headings of the sections and subsections of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

24) Injunctive Relief: The parties acknowledge that the business and other restrictions contained in Sections 2.1, 6(c), 6(e), 6(g), 6(h), 6(j), 10, 20 and 26 of this Agreement are reasonable and necessary for the adequate protection of NCM and its business. Affiliate agrees that a violation of any of the terms or conditions contained in said Sections will cause irreparable harm and injury to Company which may be difficult or impossible to ascertain, such that a remedy at law for breach thereof may be inadequate. Accordingly, NCM shall be entitled as a matter of course, in addition to any other rights or remedies, to an injunction issued by any court of competent jurisdiction enjoining or restraining Affiliate from continuing to do any act or commit any violation or threatened violation of any of the provisions of Sections 2.1, 6(c), 6(e), 6(g), 6(h), 6(j), 10, 20 or 26, and Affiliate hereby consents to the issuance of such injunction or restraining order without bond or other security.

25) Indemnification: You shall indemnify, defend and hold harmless NCM, and NCM’s officers, directors, employees, agents and shareholders (hereinafter the “NCM Parties”) from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs (collectively “Claims”), that the NCM Parties may incur or suffer and that result from, or are related to (i) your negligent acts or omissions, or your willful misconduct, (ii) your violation of any law or regulation, (iii) your violation of any term or provision of this Agreement, or (iv) the development, content and/or operations of your website.

26) Intellectual Property: You acknowledge and agree that we and our licensors own and retain all rights, title, and interest in and to the technology, products and services available on the North Coast Medical, Inc. website and all ideas, concepts, methodologies, formats, specifications, and other know-how furnished by us or our licensors in connection with the performance of its obligations hereunder, as well as all related patents, copyrights, trademarks, trade secrets, and other proprietary and intellectual property rights. The products and services available on the North Coast Medical, Inc. website are protected by the laws of copyright, patent, trade secret, trademarks, and any other intellectual or industrial property rights applicable to the Products. Affiliate neither acquires nor is granted in any manner whatsoever any right, title or interest of any nature in and to the products and services available on the North Coast Medical, Inc. website by virtue of this Agreement. You agree that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made by you during the course of this Agreement and relating to the VSR Affiliate Program (“New Developments”) shall be and are assigned to NCM as its sole and exclusive property. On NCM’s request, you agree to assist NCM, at NCM’s expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data, the execution of all applications, specifications, oaths, and assignments, and all other instruments and papers which NCM shall deem necessary to apply for and to assign or convey to NCM, its successors and assigns or nominees, the sole and exclusive right, title and interest in such New Developments.

27) Survival: All provisions of this Agreement that would reasonably be expected to survive termination of this Agreement shall survive termination of this Agreement, including but not limited to Sections 2.1, 10, 11, 13, 16, 17, 18, 23, 24, 25, 26 and 27