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AIR PHYSICIAN ACADEMY AGREEMENT

Last updated: October 23, 2025

ENROLLMENT AGREEMENT

This ENROLLMENT AGREEMENT (this “Agreement”),  dated as of the date of signature (the “Effective Date”), is by and between AIR PHYSICIAN ACADEMY, LLC, a Delaware limited liability company (“Academy”) and the individual signing as Enrollee (“Enrollee” and together with Academy, the “Parties”, and each a “Party”).

WHEREAS, Academy has developed a program to provide telemedicine education and training to physicians holding or intending to pursue medical licenses in all fifty (50) states and Washington, D.C. who desire to learn about telemedicine and related opportunities through seminars and other training programs (the “Program”);    

WHEREAS, Enrollee is a Doctor of Medicine or a Doctor of Osteopathic Medicine and may hold or obtain active licenses to practice medicine in all fifty (50) states and Washington, D.C.;

WHEREAS, Enrollee desires to enroll and participate in the Program, and Academy desires to offer the Program to Enrollee, subject to and in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Academy and Enrollee agree as follows:

1.      Program.  Enrollee hereby enrolls in the Program and Academy hereby authorizes Enrollee’s enrollment and participation in the Program.  Enrollee acknowledges that the Program is designed for physicians who maintain in good standing, or intend to pursue, active licenses to practice medicine in all fifty (50) states and Washington, D.C.  

2.     Additional Terms and Conditions.  The following Exhibits attached to this Agreement contain additional terms and conditions relating to Enrollee’s enrollment and participation in the Program.  Please read and sign each Exhibit to evidence Enrollee’s acknowledgement and agreement to the terms and conditions set forth in the Exhibits.    

Exhibit A: Program Services

Exhibit B: Enrollee’s Obligations

Exhibit C: Program Fees

Exhibit D: Intellectual Property; Consent to Recording; Use of Name and Likeness 

Exhibit E: Confidentiality; AI Technology; Non-Circumvention

3.     Acknowledgements.  Enrollee understandings and acknowledges that (a) neither the Program nor the Program Services shall include any clinical or patient care services, training, or education; (b) neither the Program nor the program services shall include any medical advice provided by Academy; (c) Enrollee shall not receive any continuing medical education credit from participating in the Program; (d) none of Academy, the Program, or the Program Services are affiliated with any academic institution; and (e) Academy does not guarantee the success of the Program or that the Program will result in any business opportunities for Enrollee. 


4.      Indemnification.  Enrollee shall indemnify and hold Academy harmless from any against any losses, claims, expenses, damages, fines, penalties, attorneys’ fees and costs (including the cost of enforcing the right of indemnification hereunder) paid or suffered by Academy and attributable to or arising from (a) any act or omission of Enrollee or (b) any breach by Enrollee of this Agreement. 

5.     Term, Termination, and Survival.  This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Program unless sooner terminated pursuant to this Section (the “Term”).  Academy may terminate this Agreement before the expiration of the Term if Enrollee breaches this Agreement and fails to cure such breach, if curable, within fifteen (15) days following Academy’s written notice of the breach.  Any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, including, without limitation, Sections 4, 5, 6, 7, and 8 and the terms set forth on Exhibit D and Exhibit E, will survive any such termination or expiration of this Agreement.

6.     LIMITED WARRANTY AND LIMITATION OF LIABILITY.

         (A)      ENROLLEE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, WITH RESPECT TO THE PROGRAM AND THE PROGRAM SERVICES, INCLUDING, WITHOUT LIMITATION, A WARRANTY THAT THE PROGRAM AND/OR THE PROGRAM SERVICES WILL BE SUCCESSFUL OR RESULT IN BUSINESS OPPORTUNITIES FOR ENROLLEE.

         (B)     ACADEMY’S SOLE AND EXCLUSIVE LIABILITY AND ENROLLEE’S SOLE AND EXCLUSIVE REMEDY, INCLUDING, WITHOUT LIMITATION, FOR BREACH OF THIS AGREEMENT, TORT CLAIM (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE A REFUND TO ENROLLEE OF ANY PROGRAM FEES PAID BY ENROLLEE AS OF THE DATE OF THE BREACH. THE FOREGOING REMEDY SHALL NOT BE AVAILABLE UNLESS ENROLLEE PROVIDES ACADEMY WITH WRITTEN NOTICE OF SUCH BREACH WITHIN FIFTEEN (15) DAYS OF THE ALLEGED BREACH.  IN NO EVENT SHALL ACADEMY BE LIABLE TO ENROLLEE OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

7.      Miscellaneous.  The information contained in the recitals section set forth above is true and correct and is incorporated into this Agreement by this reference.  The Exhibits attached to this Agreement are incorporated herein by reference.  This is the entire Agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements (whether written or oral) between the parties. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge is sought. All notices required or permitted to be given under this Agreement shall be in writing, and shall be given by certified mail, return receipt requested, or by delivering the same personally, or by courier or Federal Express (or comparable overnight courier) to such other party, (a) if to Academy: to AIR Physician Academy, LLC, 831 Beacon Street, Suite 292, Newton Center, MA 02459, Attn: AIR-Admin, and (b) if to Enrollee: to the address on file with Academy.  Any notice given by certified mail shall be deemed to have been received three (3) United States Post Office delivery days following the date of mailing.  If hand delivered or delivered by same day or overnight courier, such notice shall be deemed to have been received on the date of delivery to the party being noticed.  A party may change its address for notice in accordance with the terms of this Section. This Agreement shall be construed in accordance with and governed by the laws of the State of Massachusetts, without regard to conflict of laws principles. The exclusive venue for any case or controversy arising out of or related to this Agreement shall be in Suffolk County, Massachusetts. In any legal proceeding arising out of or related to this Agreement, the non-prevailing party shall reimburse the prevailing party, on demand, for the reasonable attorneys’ fees and costs incurred by the prevailing party.  The waiver by either party of a breach of any provision of this Agreement by the other party shall not be construed as a waiver of any subsequent breach by the other party.  Enrollee may not assign any of its rights, duties or obligations under this Agreement.  This Agreement may be executed in several counterparts with the same effect as if the signature on each such counterpart were on the same instrument. A signed copy, including by DocuSign or other electronic or digital signature, of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. The provisions of this Agreement are severable and independent, and the invalidity, illegality or unenforceability of any provision herein shall not affect the validity, legality or enforceability of the remaining provisions hereof.  This Agreement has been jointly drafted based on input from representatives of both parties and neither party shall be considered as being responsible for such drafting for the purpose of applying any rule to construe ambiguities against the drafter or otherwise. 

8.       WAIVER OF TRIAL BY JURY.  EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING INSTITUTED UNDER OR RELATING TO THIS AGREEMENT, OR ANY OTHER DOCUMENT EXECUTED PURSUANT HERETO, OR IN CONNECTION WITH ANY COUNTERCLAIM RESULTING FROM ANY SUCH ACTION OR PROCEEDING.

 

EXHIBIT A

PROGRAM SERVICES

In connection with the Program, Academy shall provide the following services (the “Program Services”).  The Program Services are subject to change in Academy’s sole discretion.  

  1. Academy may refer Enrollee to certain job opportunities.  Enrollee understands,  acknowledges, and agrees that (a) Academy may receive a referral fee from the person or entity to which Academy refers Enrollee for job opportunities, (b) Enrollee is responsible for conducting his or her own due diligence regarding any job opportunities presented to Enrollee, including with respect to any contractual arrangements between Enrollee and the applicable person or entity to which Academy refers Enrollee for job opportunities, and (c) Academy shall assume no responsibility for any such job opportunities or any such contractual arrangements.
  2. In the event Enrollee refers other members who enroll in the Program, Enrollee may be eligible to receive a referral bonus, in Academy’s sole discretion based on Academy’s referral program in place at such time, which is subject to change in the sole discretion of Academy.

 

EXHIBIT B

ENROLLEE OBLIGATIONS

Enrollee shall have the following obligations with respect to the Program:

  1. Complete all enrollment forms and provide all information required by Academy in connection with Enrollee’s enrollment and participation in the Program.
  2. Cooperate with Academy in its performance of the Program Services.
  3. Maintain Enrollee’s licenses to practice medicine in all fifty (50) states and Washington, D.C. in good standing or actively pursue and obtain active licenses to practice medicine in all fifty (50) states and Washington, D.C.
  4. Obtain or purchase all materials relating to the Program as required or recommended by Academy.
  5. As the responsible individual, Enrollee to complete required clinical education / maintain continuing education, which is not a service provided by the Academy.

 

EXHIBIT C

PROGRAM FEES

In consideration of Enrollee’s enrollment and participation in the Program and the Program Services rendered by Academy, Enrollee shall pay to Academy in accordance with the terms set forth on this Exhibit C (the “Program Fees”) .    

  1. Enrollee shall pay to Academy the Program Fees as outlined for the Program Services. 
  2. Enrollee shall pay the Program Fees by the Effective Date or in full amount no later than 30-days after starting the program. 
  3. Enrollee acknowledges and agrees that the Program Fees are nonrefundable.
  4. Enrollee acknowledges that the Program Fees will be owed by Enrollee regardless of the number of states in which Enrollee is or becomes licensed to practice medicine.
  5. In addition to all other remedies available under this Agreement or at law (which Academy does not waive by the exercise of any rights hereunder), Academy shall be entitled to suspend the provision of Enrollee’s participation in the Program and any Program Services if Enrollee fails to pay the Program Fees when due hereunder.

 

EXHIBIT D

INTELLECTUAL PROPERTY; CONSENT TO RECORDING; USE OF NAME AND LIKENESS 

1.       Intellectual Property.  Enrollee acknowledges and agrees that all intellectual property rights, including, without limitation, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product and other materials that are presented or delivered to Enrollee, or to which Enrollee has access, under this Agreement or otherwise in connection with the Program, the Program Services, or Academy, including, without limitation, all information and materials used in presentations and seminars included in the Program and all video and/or audio recordings of any presentations and seminars included in the Program, shall be owned exclusively by Academy.

2.       Consent to Recording.  Enrollee hereby acknowledges that certain Program presentations, seminars, and other events included in the Program may be photographed, video recorded, and/or audio recorded.  Enrollee hereby consents and gives permission to Academy and its employees, contractors, and agents to take photographs of Enrollee and to record Enrollee’s appearance, physical likeness, and voice on videotape, film, audiotape, any digital media format, and other means (collectively, the “Photos, Videos, and Recordings”) while Enrollee is attending presentations, seminars, and other events included in or related to the Program. 

3.        Use of Recordings and Enrollee’s Name, Likeness, and Information.  Enrollee hereby grants to Academy, its affiliates, and each of their respective direct and indirect successors, licensees, and assigns, the right to use Enrollee’s name, image, likeness, and biographical, professional, and other identifying information (collectively, “Likeness”) and the Photos, Videos, and Recordings in connection with the Program and the Program Services, and any materials used in the Program, including to advertise and promote the same or any product or service that features or includes the Program or the Program Services, in whole or in part. Enrollee hereby waives the right to inspect or approve any use of Enrollee’s Likeness or the Photos, Videos, and Recordings as contemplated in this Agreement. Enrollee hereby acknowledges and agrees that Academy is the sole owner of all rights in and to the Photos, Videos, and Recordings in whatever format they are in, and that Academy has the right, among other things, to edit and otherwise alter the Photos, Videos, and Recordings, as deemed needed or desirable.  Academy has the right indefinitely to use and reproduce the Photos, Videos, and Recordings.  Enrollee acknowledges and understands that Enrollee will receive no compensation for Academy’s use of the Likeness and the Photos, Videos, and Recordings. For an enrollee that requests to remove their image from any published content in connection with the Program and the Program Services, it is hereby understood that any submitted requests will be processed within 30 days.  

 

EXHIBIT E

CONFIDENTIALITY; AI TECHNOLOGY; NON-CIRCUMVENTION

1.       Confidentiality.  Enrollee agrees keep in strict secrecy and confidence any and all information Enrollee assimilates or to which Enrollee has access with respect to the Program and Academy and which has not been publicly disclosed, including, without limitation, all information and materials presented or delivered to Enrollee, or to which Enrollee has access, under this Agreement or otherwise in connection with the Program, the Program Services, or Academy, including, without limitation, all information and materials used in presentations and seminars included in the Program, any person or entity to which Academy may refer Enrollee for job opportunities and the existence of such potential job opportunities, and any referral relationships, contractual arrangements, or contract offers with, from, or relating to any person or entity to which Academy may refer Enrollee for job opportunities, except as required by applicable law.  Enrollee agrees that both during and after the Term and the term of the Program, Enrollee will not, without prior written consent of Academy, disclose any such confidential information to any third person, partnership, joint venture, company, corporation or other person, entity, or organization, except as required by applicable law. 

2.        AI Technology. Enrollee acknowledges and agrees to not input any Program Information (including, without limitation, all documents, work product and other materials ) into any software, application, technology or platform that leverages machine learning (including, without limitation, any artificial intelligence, generative artificial intelligence, predictive artificial intelligence, and other applied statistics) (collectively, “AI Technology”); or (ii) use any AI Technology or any output of any AI Technology in connection with the Program; in each case of (i) or (ii), except in accordance with the Company’s written policies and procedures or as otherwise expressly authorized by the Company in writing.

3.        Non-Circumvention. Enrollee agrees not to circumvent or obviate, directly or indirectly, the intent of this Agreement through any transaction, pledge, agreement, or otherwise. Enrollee agrees that it will not attempt, directly or indirectly, to contact parties and conduct business with the intent to manage, operate, control, be employed by, consult for, participate in or be connected in any manner with the ownership, management, operation or control of any business in direct competition with the Program Services without prior agreement.