Last updated: October 7, 2026

PLEASE READ THIS SPECIALIST PRACTITIONER PROGRAM AGREEMENT CAREFULLY.

This is an agreement between you (the Specialist Practitioner, addressed as Participant(s)) and us, Wellsprout (the "Company"). It describes how we will work together and other aspects of our business relationship.

This document applies to your participation in our Specialist Practitioner Program (the “Program”). To participate in the Program, you must agree to these terms. By participating, you confirm your acceptance.

We periodically update these terms. We reserve the right to replace these terms in their entirety if, for example, the Program ends, or becomes part of another program. If we update or replace the terms we will inform you via an in-app notification in your portal or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

NON-EXCLUSIVITY

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

You will comply, and your relevant employees, representatives, consultants, contractors or agents comply, with the terms and conditions of this Agreement at all times, including the Program Policies applicable to you and the Program Code of Conduct which are incorporated herein by reference. Specifically, if you are participating in the Program as a Participant, the Program Policies will include requirements that a Participant must complete in order to qualify and may also include further details regarding the requirement for the Participant to purchase certain products or services to participate in the Program as a Participant.  Failure to comply with the Program Policies and/or the Program Code of Conduct may result in termination of this Agreement in accordance with the “Termination” section of this Agreement or in accordance with any other termination or suspension right we may have.

TRAINING AND SUPPORT

a. Training and Support.  We will make available to you, without charge, various resources made available as part of our Program. We may change or discontinue any or all parts of the Participant resources, and any other Program benefits or offerings at any time without notice.

b. If we make a Wellsprout Provider Account available to you, then you will use the Wellsprout Provider Account solely for your own education, demonstration, evaluation and consultation purposes. You are not permitted to use it for any other purpose. You will not lease, distribute, license, sell or otherwise commercially exploit the Wellsprout Provider Account. You will not use any End User data or Customer Data (as defined in the Wellsprout Terms of Service and Privacy Policy) with the Wellsprout Provider Account. The Wellsprout Terms of Service apply to your use of the Wellsprout Provider Account. As indicated in the Wellsprout Terms of Service, you will comply with our acceptable use terms with respect to your use of the Wellsprout Provider Account. We reserve the right to suspend, modify, or discontinue any or all part of the Wellsprout Provider Account at any time without prior notice to you. In the event of a conflict between the terms that apply to the Wellsprout Provider Account as specified in this Agreement and the Wellsprout Terms of Service, the terms of this Agreement shall control.

“End User” means the authorized actual customer of the Wellsprout Products or the party on whose behalf you use the Wellsprout Products.

TRADEMARKS

We retain all ownership rights in Wellsprout Trademarks. You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside the scope of the Program or this Agreement; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

PROPRIETARY RIGHTS

a. Wellsprout’s Proprietary Rights. No license to any software is granted by this Agreement. The Wellsprout Products are protected by intellectual property laws. The Wellsprout Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Wellsprout Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Wellsprout Content, or the Wellsprout Products in whole or in part, by any means, except as expressly authorized in writing by us. Wellsprout, the Wellsprout logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

b. End User’s Proprietary Rights. As between you and End User, End User retains the right to access and use the End User portal associated with the Wellsprout Products regardless of whether you placed the order with us for an End User or made or make payments for an End User. End User will own and retain all rights to the End User Data, as outlined in the Wellsprout Privacy Policy. If we deem it to be necessary based on the relationship status between you and the End User or the particular situation, we may communicate directly with the End User and/or may port access of the portal associated with the Wellsprout Products to the End User.

CONFIDENTIALITY 

You shall neither directly nor indirectly disclose the information made available to you through this program. This information includes certain business, financial and operational information, digital data and certain data of a secret and proprietary nature (all such information and data being referred to as “Confidential Information”). You agree that no right or license is granted to you in relation to Confidential Information and you undertake not to copy, reproduce or distribute, in whole or in part, any Confidential Information in documentary or in other tangible form, except as may be strictly necessary to perform this Agreement. This obligation remains valid after the termination/end of the program.

To the extent that any Personal Information or Data is processed in connection with the Program, the terms set forth in the Wellsprout Privacy Policy, which is hereby incorporated by reference, shall apply.

INTELLECTUAL PROPERTY 

Intellectual Property includes without limitation any reports, studies, patents, copyright, designs, data, trade mark (whether registered or otherwise), trade names, inventions and improvements, know-how, Confidential Information, trade secrets, and any other industrial, intellectual property or protected rights similar to the foregoing, generated or produced by you during your engagement with the Company. The ownership of all
Intellectual Property shall belong exclusively to the Company. You hereby assign and transfer to the Company all rights of use, unrestricted as to time and place, pertaining to any Intellectual Property, including but not limited to work created or to be created as part of your activities for the Company. You shall not receive any separate remuneration for the assignment of the foregoing rights nor for the use thereof by the Company during or after the expiration of the Agreement.

The Participant shall not attempt to reverse compile, reverse assemble, or reverse engineer the Confidential Information or authorise others to do any of the foregoing. The Participant shall not use the Confidential Information to manufacture or supply any product—for any entity—other than the Company unless expressly agreed in writing. The Participant shall not replicate, reformulate or derive substantially similar formulations or products based on the Confidential Information.

TERM AND TERMINATION

a. Term. This Agreement will apply for as long as you participate in the Program and fulfill all the participation requirements, until terminated.

b. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.

c. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement without cause on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

If you continue to participate in the program and we receive no notice as per this Section, we will consider any and all changes accepted by you fifteen (15) days after we send you notice of the change.

Upon termination, you will immediately discontinue all use of our trademarks, and will remove all Wellsprout badges and references to this Program from your website(s) and other collateral.

To the maximum extent legally permitted, you agree to indemnify, release and hold Wellsprout, our Affiliates and our third party partners and providers harmless in connection with any losses, liabilities, claims, controversies, lawsuits, disputes, or matters arising out of and/or relating to unwanted access, collection, storage, transmission, and/or usage of data and information, including but not limited to your personal information concerning our Services, regardless of prior notice or warning. You agree that the terms specified in this paragraph apply regardless of whether the matter originated from Wellsprout’s sole negligence, and regardless of prior notice or warning; however, this paragraph shall not apply to matters directly resulting from any recklessness and willful misconduct of Wellsprout.

This Agreement contains the entire understanding of the Company and the Participant with respect to the matters provided for herein and supersedes any and all other prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or in writing, by any of the parties or by any officer, employee or representative of any party with respect to such matters.

This Agreement shall be governed by the Laws of Singapore. Any dispute that has not been resolved through mutual negotiation or arbitration shall be subject to the exclusive jurisdiction of the applicable Courts of Singapore.