Consent and Release for Use of Name, Image, Likeness, Voice, and Written Testimonial

By signing this agreement, I provide this Consent and Release (the “Consent and Release”) to OXOS Medical, Inc. and its employees, agents, affiliates, subsidiaries, licensees, successors, and assigns (collectively, “OXOS” or the “Released Parties”), on the following terms:

1.    Consent to Use of Name, Image, Likeness, Voice, and Testimonial. I consent to the photographing, video and audio recording, interviewing, and unlimited use of my name, image, likeness, and voice (collectively, “NILV”), together with any written, recorded, or spoken statement, endorsement, opinion, quote, case description, or testimonial I provide regarding OXOS or any of its products (collectively, my “Testimonial”), for commercial, promotional, educational, or other lawful use, in any medium now known or later developed, by OXOS. I release all rights of attribution, inspection, and approval over any use of my NILV and Testimonial.

2.    Permitted Uses. OXOS may use, reproduce, edit, adapt, distribute, display, and publish my NILV and Testimonial, in whole or in part, for purposes including but not limited to:

a.    OXOS internal and external advertising, marketing, public relations, and collateral materials, including OXOS' and its subsidiaries' websites, social media accounts, and digital advertising channels;
b.    News releases, press materials, and stories, including television, print, radio, podcast, and online broadcasts;
c.    Internal and external education, training, and continuing-education programs directed to medical professionals, healthcare administrators, payers, investors, and the public, in any lawful medium;
d.    Sales presentations, trade shows, conferences, customer demonstrations, and investor materials;
e.    Product packaging, instructional materials, case studies, white papers, webinars, and emails.

3.    Use of Professional Credentials. In conjunction with the use of my NILV and Testimonial, I authorize OXOS to use and disclose the following information about me:

a.    My full name and any preferred professional name;
b.    My professional title, degree(s), board certifications, and medical specialty;
c.    My practice or institutional affiliation, only if I have affirmatively opted in pursuant to Section 5 below;
d.    My city, state, and geographic region;
e.    My years of experience, areas of clinical focus, and other professional biographical information I provide.

4.    Specific Written Testimonial. Without limitation of any other clause of this Consent and Release, I specifically agree to the release of the Testimonial captured and/or uploaded.

5.    Authority to Participate; Institutional Affiliation Opt-In. I represent and warrant that (a) I am free to enter into this Consent and Release, and (b) my participation, and OXOS' use of my NILV and Testimonial as described herein, do not and will not violate any contract, employment agreement, bylaw, code of conduct, marketing policy, or other obligation between me and any hospital, health system, group practice, academic institution, employer, or other third party.

Affiliation Opt-In Required for use. OXOS will NOT identify, name, or refer to my practice, hospital, health system, academic institution, employer, or other professional affiliation in connection with my Testimonial unless I affirmatively opt in below by both (i) checking the “Opt In” box and (ii) initialing and dating the corresponding line. If I do not affirmatively opt in, if I check both boxes, or if I check the “Opt In” box without providing initials, OXOS will treat my election as Opt Out and will not identify my affiliation. OXOS may, in all cases, use my general geographic region (e.g., city and state) as described in Section 3.

OPT IN. I affirmatively authorize OXOS to identify the practice or institutional affiliation specified below in connection with my Testimonial, and I represent and warrant that I have obtained all consents, approvals, and authorizations required by such practice or institution (including, where applicable, marketing, communications, compliance, or legal department approval) prior to signing this Consent and Release.
Institution / Practice name (as it should appear in OXOS materials):

OPT OUT. I do NOT authorize OXOS to identify my practice or affiliated institution in connection with my Testimonial. OXOS may use only my general geographic region (city and state) as described in Section 3.

6.    Patient Information and HIPAA Compliance. To the extent my Testimonial, or any related photograph, image, video, or audio recording, references, describes, or depicts any patient, patient case, or clinical encounter, I represent and warrant that: (a) I am solely responsible, in my capacity as a covered entity or workforce member thereof, for compliance with the Health Insurance Portability and Accountability Act (“HIPAA”), the HITECH Act, and all other applicable federal, state, and local privacy laws; (b) all patient information has been fully de-identified in accordance with 45 C.F.R. § 164.514, or, alternatively, I have obtained a valid HIPAA authorization from the patient (or the patient's legal representative) authorizing the disclosure to OXOS and the uses contemplated by this Consent and Release; and (c) I will promptly provide OXOS with a copy of any such patient authorization upon request. OXOS is not acting as a covered entity or business associate with respect to such patient information.

7.    Compensation. I acknowledge that any payment, honorarium, gift, meal, travel reimbursement, or other item of value provided by OXOS in connection with this Consent and Release, my NILV, or my Testimonial is at OXOS' sole and absolute discretion, and that no such compensation is required, guaranteed, or owed to me. If OXOS elects to provide any such compensation, the nature and amount will be documented in a separate written agreement, will reflect the fair market value of services actually rendered, and will be reported by OXOS as required by applicable law, including the Physician Payments Sunshine Act and 42 C.F.R. Part 403. I understand and agree that any compensation provided is not offered in exchange for, and is not intended to induce, the purchase, lease, order, prescription, recommendation, referral, or use of any OXOS product, and is not conditioned on any past, current, or future purchasing, prescribing, or referral activity by me, my practice, or my affiliated institution. Except as expressly set forth in any such separate written agreement, I waive any right to royalties, residuals, or other compensation arising from or related to the use of my NILV or Testimonial.

8.    Ownership. All right, title, and interest in and to any photographs, video and audio recordings, interview footage, Testimonial materials, and any derivative works incorporating my NILV or Testimonial (collectively, the “Materials”) shall be the sole and exclusive property of OXOS in perpetuity. I shall have no interest in the Materials and shall not use the name, logos, or trademarks of OXOS without OXOS' prior express written permission.

9.    Editorial Discretion. I understand that OXOS may edit, abridge, combine, alter, or modify my NILV and Testimonial for length, clarity, or compliance with applicable laws and regulations, including FDA advertising and promotion regulations, provided that OXOS will not knowingly publish a Testimonial in a form that materially misrepresents my clinical experience or opinion.

10.    FDA-Cleared Indications; Off-Label Statements. I understand that OXOS products are regulated medical devices that have specific U.S. Food and Drug Administration (“FDA”) clearances, authorizations, or approvals and labeled indications for use, and that the then-current FDA-cleared, authorized, or approved indications for any OXOS product referenced in my Testimonial govern its labeled, on-label use. I represent that any clinical use of an OXOS product described in my Testimonial reflects my own independent professional judgment as a licensed healthcare practitioner exercising the practice of medicine. If my Testimonial references, depicts, or describes any use of an OXOS product outside of its then-current FDA-cleared, authorized, or approved indications, labeling, or intended use (“Off-Label Use”), I will identify such Off-Label Use to OXOS in writing at the time my Testimonial is provided. I acknowledge and agree that: (a) OXOS has not requested, encouraged, suggested, directed, or compensated me to engage in any Off-Label Use or to describe any Off-Label Use in my Testimonial; (b) any decision to use an OXOS product off-label is made solely by me in the exercise of my independent medical judgment for the care of my patient; and (c) OXOS reserves the right, in its sole discretion, to omit, edit, redact, decline to publish, or withdraw from publication any portion of my Testimonial that describes Off-Label Use or that OXOS determines may not comply with FDA advertising and promotion requirements or other applicable law. Nothing in this Consent and Release shall be construed as OXOS endorsing, recommending, or promoting any Off-Label Use.

11.    Release of Claims. I release the Released Parties (and all persons acting under their permission or authority) from any and all claims of payment, libel, slander, invasion of privacy, infringement of copyright or right of publicity, or any other claims related to the use of my NILV or Testimonial (collectively, “Claims”). This release includes, without limitation, any Claims related to blurring, distortion, alteration, optical illusion, digital alteration, use in composite form, whether intentional or otherwise, that may occur or be produced in the processing or publication of my NILV or Testimonial.

12.    No Medical or Other Advice from OXOS. I acknowledge that the Released Parties have not made any representations or warranties of any kind with respect to any medical, clinical, regulatory, legal, financial, or other advice or information that I may receive in connection with my participation, and that I have not relied on any such representations or warranties in agreeing to participate or in executing this Consent and Release. My Testimonial reflects my own independent professional opinion based on my own clinical experience.

13.    No Conflicting Rights. I represent and warrant that (a) no other party has been granted an exclusive license with respect to my NILV or Testimonial that would conflict with this Consent and Release, and (b) no other party's authorization or consent is required with respect to the rights granted to OXOS hereunder.

14.    Voluntary Participation. I acknowledge that signing this Consent and Release is completely voluntary, that I have the right to refuse to sign, and that my ability to purchase, use, service, or receive support for any OXOS product is not conditioned on my providing this Consent and Release.

15.    Term and Revocation. This Consent and Release is valid in perpetuity unless revoked. I may revoke this Consent and Release at any time by sending a dated, signed written revocation to OXOS at the address below. If I revoke, the revocation will not apply to any NILV, Testimonial, or Materials that OXOS has already used, produced, or distributed in reliance on this Consent and Release prior to OXOS' receipt of the revocation.

OXOS Medical, Inc.
Attn: Privacy Officer
1100 Peachtree Street NE, Suite 700
Atlanta, GA 30309

16.    Copy of Authorization. I am entitled to receive a copy of this Consent and Release upon request.

17.    Governing Law; Venue. This Consent and Release shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles. The parties agree that any action, suit, or proceeding arising out of or relating to this Consent and Release, or the use of my NILV or Testimonial, shall be brought exclusively in the state or federal courts located in Fulton County, Georgia, and each party hereby irrevocably consents to the personal and exclusive jurisdiction and venue of such courts and waives any objection based on forum non conveniens or improper venue.

18.    Acknowledgment. Agreeing to this Consent and Release voluntarily and freely, having read it in its entirety and understanding its contents to my satisfaction. I acknowledge that it is binding upon me, my legal representatives, heirs, and assigns in perpetuity unless validly revoked.