THIS AGREEMENT (“Agreement”), made effective as of November 1, 2021 (“Effective Date”), is by and

between ScoutNews LLC a Connecticut Limited Liability Company (LLC) (d/b/a “HealthDay” or the

“Company") with a place of business at 122 E. 42nd St. Suite 2715, New York, N.Y. 10168 and Round
Glass

(the “Client”) with a place of business at 1756 v114th Ave SE Bellevue, WA 98004 United States.

Whereas HealthDay and Client signed an agreement with an effective date of March 6th, 2017.

Whereas HealthDay and Client acknowledge that this Agreement supersedes and replaces, in their
entirety,

all prior agreements and statements of work, including in all cases, amendments and addendums
executed

between the parties (collectively the “Prior Agreements”) and agree that the Prior Agreements shall

terminate upon execution of this Agreement and all prior provisions of, rights granted and covenants
made

in any prior agreements are hereby waived, released and superseded in their entirety and shall have no

further effect.

HealthDay creates custom content as work for hire. Client desires to commission HealthDay to create

custom content (“Custom Content” as defined in Exhibit A) on the terms and conditions in this
Agreement.

Intending to be legally bound, the parties agree as follows:

. HealthDay will produce the videos and articles (the “Works”) which will be used either on

https://round.glass/ and https://www.curofy.com/. The Works will follow the format and types as

specified in Exhibit A. Client may request other formats, however, any new formats that include

extra work such as interviews or more detailed sourcing will be subject to a separate pricing scale to

be mutually agreed upon by both parties.

2. The Works will be delivered either by xml or in file format by download or email delivery.

3. HealthDay agrees that it shall be responsible for the entire content creation process, including

writing, editing, and copy editing of the Works and shall be responsible for ensuring that the Works

comply with Client’s outlines, and are consistent with the Client’s editorial and style guidelines as

provided. HealthDay will NOT be responsible for providing board-certified medical experts and

physicians to review the completed Works.

4. HealthDay will deliver the works after HealthDay has completed its final internal copy edit, and

Client shall thereafter have a 10 business day period to review the Articles. If Client does not

request any edits within this 10 day period, the article will be deemed accepted. Within this 10 day

window Client may request that HealthDay further edit the Article, subject to the condition that the

Client provide constructive and specific language regarding requested changes (i.e., so that

HealthDay and Client can efficiently work towards avoiding the need for future edits).

Client Deliverables

1. Client will pay the service fees due to HealthDay on a timely basis as detailed in Section B.

2. Client agrees to provide HealthDay with specific guidelines ( “Assignments”). Initial Assignments are

outlined in Appendix A. Further Assignments will be provided as necessary.

B. Fees

Client shall pay the fees for Licensed Content as follows:

1. Client agrees to commit USD$9,350 for the creation of custom content for the six month interval

between November 2021 and April 2022 and for the six month interval from May 2022 to

November 2022. There after the six months commitments will be subject to the annual increases

specified in Article C below.

2. The initial Fee for Custom Content will be $220 per quiz and $1,500 per video.

3. HealthDay will invoice Client for this full amount at the start of this Agreement and then content

will be created each month and offset against this budget until the budget has been used up. If

Client wishes content after the prepaid budget has been used, HealthDay will invoice for any

additional Works on a monthly basis based on stories delivered the previous month.

4. Client agrees to pay within 30 days of receipt of the invoice by direct bank debit via www.bill.com.

C. Term

The term of this Agreement shall be for one-year beginning on November 1, 2021. This Agreement will

renew automatically for subsequent one-year terms after this one year period unless either party gives
the

other party written notice of its intention not to renew either the initial term or any renewal term at
least

sixty (60) days prior to the end of the then-current term. The terms and conditions of the Agreement will
remain the same and include a five percent (5%) increase in the unit price for the Works and for the

semi-annual commitment

Either party may terminate this Agreement at any time (i) upon sixty (60) days prior written notice to the

other party of a material breach by such other party, provided that if such material breach is cured
within

a thirty (30) day notice period, this Agreement shall continue in full force and effect. Failure by Client to

timely pay HealthDay’s invoices is a material breach, or (ii) Immediately upon written notice to the other

party in the event such other party admits in writing its inability to pay its debts as they become due,

becomes the subject of any voluntary or involuntary bankruptcy proceeding, or makes an assignment for

the benefit of its creditors.

Any termination of this Agreement will not release Client from its obligation to pay any outstanding
invoices

as well for services performed up to and including the date of termination. Sections D, E,F(b), G(d,e), and
I

shall survive termination of this Agreement.

D. Ownership of Custom Content

(a) For the purpose of this Agreement “Intellectual Property” shall include, but

not be limited to, any invention, discovery, improvement, idea, concept, composition, know-how,

design, musical composition, sound recording, website, logo, graphic, drawing, photograph, picture,

video, semi-conductor or other topography, code, database, model, trade secret, original work of

authorship, trademark or service mark and any related good-will, research, clinical innovation,

development, protocols and other clinical-related intellectual property, algorithm, computer

program (including source code and object code), system, business and marketing plan and

proposal, plan, procedure, method, process, strategy, methodology and technique, and any and all

other intellectual property, materials, information and data.

(b) The parties intend for the final version of the Custom Content produced by

HealthDay and paid for by Client under this Agreement hereunder and any applicable Statement of

Work (collectively, “Works” as defined above) to be a work made for hire. HealthDay acknowledges

and agrees that the Work (and all rights therein, including, without limitation, all Intellectual
Property and moral rights) belongs to and shall be the sole and exclusive property of Client and its

successors and assigns. HealthDay shall obtain releases from any independent contractor that

contributes to the Articles in connection with this Section.

(c) If for any reason the Work would not be considered a work made for hire under

applicable law, HealthDay does hereby sell, assign, and transfer to Client, its successors and assigns,

the entire right, title and interest in and to the Intellectual Property and related rights in the Work

and any registrations and applications relating thereto and any renewals and extensions thereof,

and in and to all works based upon, derived from, or incorporating the Work, and in and to all

income, royalties, damages, claims and payments now or hereafter due or payable with respect

thereto, and in and to all causes of action, either in law or in equity for past, present, or future

infringement based on the Work, and in and to all rights corresponding to the foregoing throughout

the world. Client shall have the right, in its sole discretion, to assign any and all rights to such Work

to an affiliate or any party whom it designates.

(d) If the Work is one to which the provisions of 17 U.S.C. 106A apply, HealthDay

hereby waives and appoints Client to assert on HealthDay’s behalf HealthDay’s moral rights, author

rights or any equivalent rights regarding the form or extent of any alteration to the Work (including,

without limitation, removal or destruction) or the making of any derivative work based on the

Work, including, without limitation, photographs, drawings or other visual reproductions of the

Work, in any medium, for Client’s purposes.

E. Confidentiality, Not-Solicitation and Non-Circumvention

(a) Each party (“Recipient”) agrees that during the term of this Agreement and

after its termination, it will not, directly or indirectly, disclose any Confidential Information of the

other party (“Disclosing Party”), and shall not use Confidential Information of the other party except

as necessary for its obligations under this Agreement. Notwithstanding the foregoing, Recipient will

have no obligation with respect to any Confidential Information of the other party which (a)

Recipient possesses prior to acquiring the Confidential Information from the Disclosing Party; (b)

becomes available to the public or trade through no violation by the Recipient; (c) is received by the
Recipient from a third party not under a confidentiality obligation to the Disclosing Party; (d) is

developed by the Recipient independently of and without reliance on the Confidential Information

provided by the Disclosing Party; (e) is approved for release by written authorization of the

Disclosing Party; or (f) is disclosed pursuant to the lawful requirement of a government agency or is

required by operation of law.

(b) “Confidential Information” means all proprietary, secret or nonpublic

information that Disclosing Party discloses to Recipient or that Recipient may learn as a result of the

relationship contemplated by this Agreement, as well as the terms and conditions of this

Agreement.

F. Representations and Warranties and Waiver

(a) HealthDay represents and warrants that the Content is materially in

accordance with any description attached hereto, and will be reasonably accurate at all times during

the term. HealthDay further represents and warrants that it is the owner of, or has obtained

appropriate licenses necessary for, the Content and all portions thereof, and that Client’s use of the

Content in accordance with the terms and conditions herein will not infringe the intellectual

property rights of any third party.

(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, HEALTHDAY DISCLAIMS

ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE

SERVICES, CONTENT OR ANY OTHER SERVICE PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT

NOT LIMITED TO, ACCURACY, AVAILABILITY, SEQUENCE, ERRORS, OMISSIONS, ANY IMPLIED

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR

TITLE.

G. Indemnification.

(a) Client will indemnify, defend and hold harmless HealthDay, its officers, employees,

directors, contractors, and agents from and against any and all third-party claims, actions, demands and

lawsuits (“Claims”) and all related Costs, liabilities, damages and expenses, including reasonable
attorneys’

fees (“Costs”) arising out of any failure by Client to perform its obligations under this Agreement.

(b) HealthDay shall indemnify, defend and hold harmless Client, its officers, employees,
directors, Client companies and agents from and against any and all third-party claims and all resulting
costs

arising out of (i) any breach of this agreement by HealthDay, or (ii) allegations that information and
content

furnished by HealthDay hereunder violates the intellectual property rights of any third party.

(c) Each party shall give the other prompt notice of any claim covered by this Section,

and the indemnifying party shall have the right to assume control of the defense thereof. The
indemnified

party may take part in the defense at its own expense if the indemnifying party assumes control of the

defense.

(d) NO PARTY SHALL BE LIABLE TO THE OTHER PARTY, THE OTHER PARTY’S

CONSUMERS, OR ANY OTHER ENTITY CLAIMING THROUGH OR UNDER THE OTHER PARTY FOR ANY LOSS
OF

PROFITS OR INCOME, LOSS OF SALE OR OPPORTUNITY, OR OTHER CONSEQUENTIAL, INCIDENTAL,

SPECIAL,

PUNITIVE, OR INDIRECT DAMAGES INCURRED BY SUCH PARTY ARISING OUT OF OR IN CONNECTION

WITH

THIS AGREEMENT (WHETHER CONTRACT, TORT, OR ANY OTHER METHOD OF RECOVERY), EVEN IF SUCH

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HEALTHDAY’S

AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF CONTENT LICENSE FEES

ACTUALLY RECEIVED BY HEALTHDAY FROM CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE
THAT

ANY SUCH LIABILITY OR OBLIGATION AROSE.

(e) CLIENT SHALL INDEMNIFY AND HOLD HARMLESS HEALTHDAY FROM ANY CLAIMS

ARISING OUT OF THE USE OF IMAGES NOT PROVIDED BY HEALTHDAY WITHIN THE LICENSED CONTENT
OR

IMAGES PROVIDED BY HEALTHDAY BUT USED OUTSIDE OF THE RESTRICTIONS STATED IN THIS
AGREEMENT.

H. Force Majeure.

Neither party shall be liable for failure to perform hereunder due to acts of war, public enemy,
government

or quasi government actions or restrictions, Acts of God, explosion or other catastrophe, casualties,
strikes
or other labor stoppages, slowdowns or disputes, or delays by vendors or contractors, or any other
cause

beyond a party’s reasonable control whether similar or dissimilar to any cause listed herein. In the event
of

such delay, the affected party shall promptly notify the other, and the parties shall consult for the
purpose

of taking whatever remedial action is mutually deemed appropriate. HealthDay shall have no liability for

Client’s failure to timely perform any obligations it may have under this Agreement.

I. General

(a) Contractors. The parties to this Agreement are independent contractors. Nothing herein

creates any joint venture, partnership, agency, employment, fiduciary or other relationship between

the parties, and neither party is authorized to make contracts or commitments in the name of or on

behalf of the other without the other party's prior written approval.

(b) Notice. Any notice contemplated by this Agreement shall be made in writing at the address

above or the facsimile number or electronic mail address as a party may designate by notice

hereunder. Notice shall be effective upon receipt.

(c) Law and Jurisdictions. This Agreement shall be governed by the laws of the State of New

York, as if executed and fully performed within New York. Any disputes under this Agreement shall

be subject to the exclusive jurisdiction and venue of the New York state and federal courts and the

parties hereby consent to the personal and exclusive jurisdiction and venue of these courts.

(d) Entire Agreement and Counterparts. This Agreement contains the entire agreement and

supersedes all previous written or oral representations, agreements and understandings between

the parties with respect to the subject matter hereof. Any amendment shall be in writing. In the

event any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision

shall be limited or eliminated to the minimum extent necessary and all other provisions of this

Agreement shall remain in full force and effect. This Agreement may be signed in counterparts

(including by facsimile or electronic means), each of which shall constitute an original but all of

which shall constitute one and the same instrument.

(e) No Waiver. No waiver of any term, condition or default of this Agreement shall be valid

unless set forth in a writing signed by the waiving party. Any particular waiver of a term, condition

or default shall not be construed as a waiver of any other term, condition or default.

(f) Severability. In the event any provision of this Agreement is held to be illegal, invalid or

unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and

all other provisions of this Agreement shall remain in full force and effect.

(g) Assignment. This Agreement shall not be assignable in whole or in part by either party

without the prior written consent of the other party, which consent shall not be unreasonably

withheld, delayed, or conditioned except that neither party will need consent in connection with a

merger, acquisition or similar reorganization or the sale of all or substantially all of its assets to

which this Agreement relates.

(h) Publication. Neither party shall use the names, trade names, service marks, trademarks, or

logos of the other party in publicity releases, advertising without the express, written consent of a

duly authorized officer of the other party. However HealthDay may use the name and logo of Client

within its marketing material as an example user of the Content.

The parties have executed this Agreement as of the Effective Date.

Round Glass

By:

Name:

Title:

ScoutNews LLC

By:

Name: Andy Meyers

Title: CEO