MARKETING & HIPAA CONSENT, WAIVER, AND RELEASE

Applied Medical Technology, Inc., an Ohio corporation located at 8006 Katherine Boulevard, Brecksville, Ohio 44141 (the “Company”), desires to (i) use the image, name, likeness, protected health information as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and/or other personal characteristics and private information of the individual name below (“I” or “me” or “my”), and/or (ii) obtain my physical and actual involvement in, or production of, the Materials (defined below) for advertising, marketing, promotion, and/or other commercial and business purposes. I hereby acknowledge and provide Company my permission for such use, involvement, and publicity for such purposes, according to the terms and conditions set forth in this Marketing Waiver and Release (“Agreement”).

I hereby permit, authorize, grant, and license Company and its affiliates, successors, and assigns, and their respective advertising agencies, and the employees, officers, directors, and agents of each (“Authorized Persons”), the rights to, including, but not limited to, display, exhibit, transmit, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, and otherwise use my name, image, likeness, appearance, voice, protected health information under HIPAA, and other personal characteristics and all materials drafted, generated, or created by, or on behalf of, me, or Company that incorporate any of the foregoing (“Materials”) in perpetuity throughout the universe in any medium or format whatsoever now existing or hereafter created, including, but not limited to, print publications, testimonials, virtual media, motion pictures, advertising and educational materials, and internet and other digital transmission or delivery methods on any platform and for the purpose of advertising, marketing, public relations, publicity, packaging, education, and promotion of Company and its affiliates and their businesses, products, and services, without compensation to me. For the avoidance of doubt, if I am an employee, officer, or director of Company, I will not receive any compensation for this Agreement in addition to the compensation I receive for my employment with Company. I fully understand that I have the right to revoke this authorization or future use of the Materials by providing written notice to AMT. However, I understand that once AMT uses the Materials I cannot revoke authorization for that use.

Company shall be the exclusive owner of all rights, including copyright, in the Materials, including those Materials I personally draft, generate or create upon submission of the Materials to Company. I hereby irrevocably transfer, assign, and otherwise convey to Company my entire right, title, and interest, if any, in and to the Materials and all copyrights and other intellectual property rights in the Materials arising in any jurisdiction throughout the universe in perpetuity, including all registration, renewal, and reversion rights, and the right to sue to enforce such copyrights against infringers. As it relates to Materials drafted, generated, or created by Company, I acknowledge and agree that I may not have a right to review or approve Materials before they are used by Company, and that Company has no liability to me for any editing or alteration of the Materials. Company has no obligation to create or use the Materials or to exercise any rights given by this Agreement.

To the fullest extent permitted by applicable law, I hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages, and expenses, including but not limited to, claims for copyright or trademark infringement, infringement of moral rights, libel, defamation, invasion of any rights of privacy, violation of rights of publicity, physical or emotional injury or distress, or any similar claim or cause of action in tort, contract, or any other legal theory, now or hereafter known in any jurisdiction throughout the world (collectively, “Claims”), arising directly or indirectly from Company’s and/or the Authorized Persons’ exercise of their rights under this Agreement or the production, exhibition, exploitation, advertising, promotion, or other use of the Materials, as well as the placement of any of Company’s products in or on my physical person, and whether resulting in whole or in part from the negligence of Company or any other person, and I hereby covenant not to make or bring any such Claim against any Authorized Persons and forever release and discharge the Authorized Persons from liability under such Claims.

I agree to indemnify, hold harmless, and defend Company, its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by Company, arising out of or related to any third-party claim resulting from my: (i) breach of non-fulfillment of any provision of this Agreement;
(ii) negligent or grossly negligent act or omission in connection with this Agreement; (iii) reckless or willful misconduct; (iv) act or omissions that lead to or cause damage to the property of a third-party; or (v) failure to comply with any applicable federal, state, or local laws, regulations, or codes in performance of my obligations under this Agreement.

I represent and warrant to Company that I am at least eighteen (18) years of age, or a minor with a Parent or Legal Guardian representing and warranting on my behalf, and I have full right, power, and authority to enter into this Agreement and grant the rights granted hereunder. I further represent and warrant to Company that I will provide only true and correct statements and other information in connection with this Agreement, and the Authorized Persons’ use of the Materials and the rights and license granted hereunder do not, and will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith.

This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. I have not relied on any statement, representation, warranty, or agreement of Company or of any other person on Company’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in this Agreement. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Company may assign this Agreement and its rights hereunder, in whole or in part, to any party. This Agreement is binding on and inures to my benefit and the benefit of Company and our respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. All matters arising out of or relating to this Agreement will be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction). Any claim or cause of action arising under this Agreement may be brought only in the federal and state courts located in Cuyahoga County, Ohio and I hereby irrevocably consent to the exclusive jurisdiction of such courts. This Agreement shall expire ten (10) years from the date of signature/acknowledgement (as provided below).

THIS AGREEMENT PROVIDES COMPANY WITH YOUR CONSENT, WAIVER, AND RELEASE OF LIABILITY, ALLOWING COMPANY TO PUBLICIZE AND COMMERCIALLY EXPLOIT YOUR NAME, LIKENESS, PROTECTED HEALTH INFORMATION AND OTHER PERSONAL CHARACTERISTICS, AS WELL AS OBTAIN YOUR INVOLVEMENT IN THE MATERIALS, AS SET OUT ABOVE. I UNDERSTAND THAT MY TREATMENT, PAYMENT, ENROLLMENT, OR ELIGIBILITY FOR BENEFITS WILL NOT BE CONDITIONED ON WHETHER I SIGN THIS AGREEMENT. I UNDERSTAND I HAVE THE RIGHT TO REFUSE TO ENTER THIS AGREEMENT AND ENTER THIS AGREEMENT VOLUNTARILY WITHOUT COERCION FROM AMT.

I ACKNOWLEDGE, AGREE AND UNDERSTAND THAT BY SELECTING THE CHECK BOX ON THE FOLLOWING WEBSITE, HTTPS://WWW.APPLIEDMEDICAL.NET/RESOURCE/SHARE-YOUR-SUCCESS-STORY/, I AM FULLY ACKNOWLEDGING AND AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND THAT I AM GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE COMPANY. FURTHERMORE, I ACKNOWLEDGE, AGREE AND UNDERSTAND THAT BY CHECKING THE BOX I AM REPRESENTING TO AMT THAT I AM EIGHTEEN (18) YEARS OF AGE OR I AM NOT EIGHTEEN (18) YEARS OF AGE AND A PARENT OR LEGAL GUARDIAN IS CHECKING THE BOX ON MY BEHALF WITH THE SAME ACKNOWLEDGEMENT, AGREEMENT AND UNDERSTANDING.