This Media & Testimonial Release and Authorization Agreement (the “Agreement”) is entered into by and between Function Health, Inc. (“Function”) and the member (“Releasor”), as of the date the Testimonial is submitted.

1. Grant of Rights

By signing this Agreement, Releasor hereby grants to Function, its subsidiaries, parent companies, branches, licensees, transferees, successors, assigns, designated third parties, and affiliates (collectively, “Affiliates”), absolutely and irrevocably, all right, title, and interest in and to:

• any and all text, photographs, images, portraits, pictures, audio, video, and/or audiovisual content submitted by Releasor in connection with the testimonial (the “Material”), including any protected health information (“PHI”) or other personal information contained therein; and
• Releasor’s name, voice, age, city/state of residence, occupation, employer name, image, and likeness (collectively, “NIL”), as used in relation to and/or connection with the Material.

2. Permitted Uses

Releasor grants Function and its Affiliates the unlimited right to:

1. Copyright the Material in the name of Function and/or its Affiliates;
2. Use, copy, reproduce, adapt, translate, sell, modify, edit, distribute, syndicate, publish, transfer, assign, convey, display, commercialize, market, create derivative works, and otherwise exploit the Material in whole or in part, in all media now known or later developed, worldwide and in perpetuity;
3. Use Releasor’s NIL in relation to and/or connection with the Material;
4. Use the Material and/or NIL in relation thereto and/or  connection therewith for any purpose, including but not limited to:
   
   • public relations,
   • training and education,
   • advertising and marketing,
   • research, and
   • sales or promotional activities (together, the “Common Purposes”).

3. Assignment of Rights

To the extent Releasor retains ownership in any Material, Releasor hereby exclusively and irrevocably assigns to Function all rights, title, and interest therein, including copyrights, trademarks, and neighboring rights, worldwide and in perpetuity.

If such assignment is prohibited by law, Releasor instead grants Function an irrevocable, exclusive, unlimited, perpetual, worldwide, royalty-free, fully-paid, fully assignable and sublicensable license to Use the Material for the Common Purposes.

4. Waivers

Releasor expressly waives:

• any right to inspect or approve the Material or finished product;
• any right to compensation or royalties for Use of the Material or NIL; and
• any claims arising from invasion of privacy, defamation, right of publicity, or similar claims in connection with the Material and/or related usage of the NIL.

5. Release of Liability

Releasor hereby releases, discharges, and holds harmless Function, its Affiliates, and their directors, officers, employees, attorneys, agents, successors, assigns, and representatives (collectively, “Representatives”) from any and all claims, liabilities, damages, costs, and expenses of any kind arising from Use or non-Use of the Material and/or NIL.

6. HIPAA Authorization (if applicable)– Use of Medical Information for Marketing

To the extent that any Media includes or may be considered protected health information (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) - or may be considered protected and/or sensitive personal information under any other applicable law or statute - Releasor acknowledges and authorizes Function to use and disclose all such information for marketing purposes, including but not limited to:

• first name, age, city/state of residence, employer, job title, marital status;
• likeness, voice, personal characteristics in photos, videos, audio, or digital media;
• self-reported medical information (e.g., gender, height/weight, blood type, prior illness);
• type of health care services received from Function;
• laboratory test results and medical condition/diagnosis;
• statements regarding health, laboratory results, and/or Function services.

Function may publish the above information on websites, brochures, advertisements, promotional emails, products, presentations, social media, or other media formats.

Notice of Privacy Rights:

• Signing this Authorization is voluntary. Treatment, payment, enrollment, employment, or eligibility for benefits is not conditioned on signing.
• Releasor may revoke this Authorization at any time by written notice to:
  Function Health, 600 Congress Ave., Fl. 14, Austin, TX 78701.
  Revocation is effective upon receipt but does not affect prior reliance.
• This Authorization remains in effect indefinitely unless revoked.

7. Employment (If Applicable) 

A. Voluntary Participation

Insofar as Releasor is an employee or contractor of Function Health, Releasor understands and agrees that the provision of any Material, as well as the participation in any recordings, photographs, videos, interviews, testimonials, or other publicity-related activities conducted by or on behalf of Function as employer (collectively, “Footage”) is entirely voluntary.

• Releasor is under no obligation to provide Material or participate with respect to Footage.
• Releasor may refuse to participate or may withdraw consent at any time before use of the Material and/or Footage without fear of retaliation.

B. No Adverse Employment Consequences

Insofar as Releasor is an employee or contractor of Function Health, any decision by Releaseor not to provide Material and/or otherwise participate with respect to the Footage —in whole or in part—will not:

• affect Releasor’s employment status; 
• Influence Releasor’s eligibility for promotions, raises, assignments, or continued good standing within the organization; or
• otherwise result  in any adverse employment action, discipline, or negative treatment, or

8. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of the State of Texas, without regard to conflicts of law. Exclusive jurisdiction and venue shall lie in the state or federal courts located in or nearest to Austin, Texas.

9. Miscellaneous

• If any provision is deemed invalid, the remainder of the Agreement remains enforceable.
• Function may freely assign this Agreement and its rights.
• Releasor represents that they are at least eighteen (18) years old, legally competent, and have full authority to enter into this Agreement.

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