CREOVISIO | ZAMÀ HEALING CENTER
Zamà Healing Center Marketing and Revenue Share Agreement
Four Month Build and Live Pilot
This Binding Marketing and Revenue Share Agreement (the “Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between:
CreoVisio and Zamà Healing Center are each a “Party” and together the “Parties.” Each Party confirms that the person signing for it is authorized to bind that Party.
1 Purpose and relationship
The Parties will work together for a four-month marketing and client-acquisition pilot for Zamà Healing Center. CreoVisio will plan, fund, build, and manage the digital marketing campaign, directly or through qualified service providers. Zamà Healing Center will independently manage inquiries requiring clinical or admissions review and will provide the services and products purchased by its clients.
The Parties intend the compensation in this Agreement to reward CreoVisio for clients attributed to the campaign and for one additional referral level. This Agreement does not make either Party the agent, employee, partner, or joint venturer of the other. Neither Party may bind the other.
2 Term and pilot phases
The initial term is four (4) months beginning October 15, 2026 and ending February 15, 2027 (the “Pilot Term”), unless the Parties agree in writing to different dates or this Agreement ends earlier under Section 14. The Pilot Term consists of:
Although the Pilot Term begins October 15, 2026, the Parties will begin agreed collaborative preparation and services as of the Effective Date, including development of marketing materials, website, content, and related initiatives. These pre-term activities are governed by this Agreement and do not change the four-month Pilot Term or its stated dates.
- Build and launch phase: October 15 through November 15, 2026, for campaign strategy, positioning, creative, funnel and landing page, CRM and automations, tracking, reporting, launch, baseline measurement, and initial optimization.
- Live pilot: November 15, 2026 through February 15, 2027, for active campaign management, testing, optimization, lead generation, client attribution, and measurement of collected revenue.
If access, approvals, materials, platform review, or other dependencies outside CreoVisio’s reasonable control delay launch, the Parties will adjust the affected milestones and, if needed, the Pilot Term by written agreement. The Agreement remains in force unless terminated under Section 14.
3 Campaign scope and responsibilities
3.1 CreoVisio responsibilities
CreoVisio will lead and coordinate the digital marketing campaign, including campaign strategy, positioning, messaging, funnel and landing-page development, creative and copy development, advertising account setup and management, audience and retargeting setup, lead capture, CRM and marketing automations, booking flow, tracking, performance reporting, and reasonable testing and optimization during the Pilot Term. CreoVisio may use contractors, including Thrive Media, while remaining responsible to Zamà Healing Center for the obligations it expressly accepts under this Agreement.
3.2 Zamà Healing Center responsibilities
Zamà Healing Center will provide timely and accurate program, product, pricing, availability, brand, and operational information needed for the campaign; identify a decision-maker; review and approve Zamà Healing Center-specific public claims, clinical descriptions, prices, and offers before publication; respond to campaign inquiries promptly; and maintain accurate records of client enrollment, services or products purchased, payments, refunds, and referral source. Zamà Healing Center retains sole responsibility for clinical screening, medical intake, suitability decisions, admissions, treatment recommendations, payment collection, service delivery, and client care.
Capacity reporting. At least monthly, Zamà Healing Center will provide CreoVisio with a rolling occupancy and capacity report covering the next three (3) to six (6) months, or provide access to a shared document or portal that is updated often enough to show current occupancy, confirmed bookings, vacancies, and available booking capacity. The information will support campaign planning and shared awareness of booking potential, and may inform the non-clinical introduction and onboarding process. The report or portal will contain aggregate operational information only and will not include client-identifying or clinical details. Zamà Healing Center retains control of its capacity, scheduling, and booking decisions.
Post-treatment results information. Zamà Healing Center will make reasonably available general, aggregated, or de-identified results information relating to campaign clients for jointly agreed case studies, success reports, campaign learning, and operational improvement. Such information must not contain private, clinical, or identifying client information. A testimonial, story, image, direct quotation, or other material that identifies or could reasonably identify a client may be used only with the client’s prior express written consent, Zamà Healing Center’s prior written approval, and any other permission required by applicable law. Zamà Healing Center is not required to disclose information it is not legally permitted to disclose.
3.3 Boundaries
CreoVisio and its contractors will not provide medical advice, diagnose, determine clinical eligibility, recommend a treatment as clinically appropriate, or make admissions decisions for Zamà Healing Center. Zamà Healing Center has final authority over whether to accept any person as a client and what products or services to provide.
4 Campaign costs and budget
CreoVisio will bear and pay all direct costs of the digital marketing campaign that it approves or incurs from the Effective Date through the Pilot Term, including paid media, campaign-specific creative and production, landing-page and funnel tools, CRM and automation tools, tracking, and campaign contractor or vendor costs. Zamà Healing Center will not be required to pay or reimburse those campaign costs. Campaign costs will not be deducted from the revenue used to calculate the revenue shares in Section 5.
The Parties will record the initial campaign budget and any material budget increase in Schedule A or a written approval from both Parties’ authorized representatives. CreoVisio is not required to incur a cost above the approved budget unless it approves that increase in writing. Zamà Healing Center will not incur any cost in CreoVisio’s name or commit CreoVisio to a vendor or advertising spend.
5 Revenue share
5.1 Direct campaign clients
For each Direct Campaign Client, Zamà Healing Center will pay CreoVisio thirty percent (30%) of Collected Revenue from that client. The share applies to every Zamà Healing Center product or service purchased by that client during the time the client remains a Zamà Healing Center client, including a later return to Zamà Healing Center and repeat, renewed, upgraded, or additional purchases, regardless of whether a later purchase is generated by a new campaign or by another Zamà Healing Center channel.
5.2 One-level referred clients
For each Level Two Referred Client, Zamà Healing Center will pay CreoVisio ten percent (10%) of Collected Revenue from that client. This applies to every Zamà Healing Center product or service purchased by that referred client while that client remains a Zamà Healing Center client, including repeat, renewed, upgraded, or additional purchases. The ten percent (10%) share applies only to the first additional referral level: it does not apply to a person referred by a Level Two Referred Client unless the Parties separately agree in writing.
5.3 Collected Revenue and exclusions
“Collected Revenue” means amounts actually received and retained by Zamà Healing Center, or by a person collecting on Zamà Healing Center’s behalf, for Zamà Healing Center products or services, including deposits and installment payments when received. It excludes sales taxes, value-added taxes, amounts never collected, bona fide refunds, chargebacks, and reversed or cancelled payments. If Zamà Healing Center pays a revenue share on an amount later refunded, charged back, or reversed, Zamà Healing Center may deduct the corresponding overpayment from the next monthly payment, with the adjustment identified in the report.
5.4 Attribution and no stacking
A “Direct Campaign Client” is a new Zamà Healing Center client first introduced, captured, or materially sourced through the CreoVisio campaign, its landing page, tracked advertising, lead form, booking flow, or campaign-specific pathway, as shown by reasonably available CRM, tracking, or written records. A person who was already an active Zamà Healing Center client or an active Zamà Healing Center sales lead before the campaign introduction is excluded unless the Parties document otherwise.
A “Level Two Referred Client” is a new person who is directly referred to Zamà Healing Center by a Direct Campaign Client, where the referring client’s original campaign attribution is reasonably documented. Zamà Healing Center will record the referring client and the referred client. The initial documented source determines whether a client is treated as a Direct Campaign Client or Level Two Referred Client; the two shares do not stack on the same client’s revenue. If the source is disputed, the Parties will review the available records in good faith and apply the better-supported attribution.
6 Statements, payment, and record review
Within fifteen (15) calendar days after each calendar month ends, Zamà Healing Center will provide CreoVisio a written monthly statement showing, for every Direct Campaign Client and Level Two Referred Client: a client identifier sufficient to distinguish the person without unnecessary sensitive information; attribution category and source; enrollment or active-client status; each Zamà Healing Center product or service purchased; amounts invoiced and collected during the month; taxes, refunds, chargebacks, and reversals; cumulative collected revenue for the client; and the amount payable to CreoVisio. The statement will separately total the 30% and 10% shares.
Zamà Healing Center will pay the undisputed amount shown as due within ten (10) business days after delivering the statement. Payments will be made in USD by electronic transfer to the account CreoVisio designates in writing. If Zamà Healing Center collects in another currency, the amount will be converted to USD using the exchange rate actually applied by Zamà Healing Center’s receiving financial institution on the date funds are received, and that rate will be shown on the statement. Any disagreement will be raised in writing within ten (10) business days after receiving the statement; undisputed amounts remain payable on time.
Zamà Healing Center will keep records reasonably sufficient to verify attribution and Collected Revenue for at least three (3) years after the relevant transaction. On at least ten (10) business days’ written notice, CreoVisio may, no more than once in a calendar year (unless a prior review finds a material shortfall), have an independent accountant review relevant records during normal business hours, subject to confidentiality and privacy safeguards. If a review identifies an underpayment of more than five percent (5%) for a reviewed period, Zamà Healing Center will promptly pay the shortfall and the reasonable review cost; otherwise CreoVisio bears that cost.
7 Reporting and campaign reviews
CreoVisio will provide a weekly campaign report or dashboard to the extent the information is reasonably available, covering advertising spend, reach and engagement, leads, booked conversations, show rate, qualified referrals, client enrollments reported by Zamà Healing Center, Collected Revenue reported by Zamà Healing Center, cost per lead, cost per acquired client, and measurable conversion rates. Zamà Healing Center will promptly provide the non-clinical enrollment and payment information reasonably necessary for that report and the monthly statement.
The Parties will conduct a review at the end of the build phase and at the end of each live-pilot month. Reviews will assess implementation, campaign performance, client experience, data quality, compliance, and whether to continue, pause, modify, or scale the campaign. No minimum number of leads, clients, sales, or revenue is guaranteed.
8 Ownership and access
Each Party retains its pre-existing intellectual property, tools, methods, marks, and materials. Zamà Healing Center owns its name, logo, clinical or service content, and materials supplied by Zamà Healing Center. Subject to payment of any third-party charges owed directly by CreoVisio, CreoVisio owns campaign-specific marketing work product it creates for the campaign, including campaign copy, funnel content, creative concepts and final assets, workflows, tracking configurations, and campaign data, excluding Zamà Healing Center’s pre-existing materials and third-party tools or platform materials.
CreoVisio will provide Zamà Healing Center with reasonable access to campaign performance reporting and Zamà Healing Center’s own lead and client information. Where a platform allows account ownership or administrator roles, the Parties will agree on appropriate access that enables campaign operation and preserves access to Zamà Healing Center’s records. Neither Party may withhold the other Party’s data or credentials as leverage in a payment dispute. Each Party will return or securely delete the other Party’s confidential information upon written request, subject to lawful retention requirements and routine backup systems.
9 Confidentiality
Each Party will protect the other Party’s non-public business, technical, financial, client, campaign, and commercial information using reasonable safeguards, and will use it only to perform or exercise rights under this Agreement. Confidential Information does not include information that becomes public without breach, was lawfully known without restriction, is independently developed without using the other Party’s information, or is lawfully received from a third party without a confidentiality duty. A Party may disclose information when legally required, giving advance notice where legally permitted. These duties continue for three (3) years after termination, except trade secrets and personal information, which remain protected as long as required by applicable law.
10 Privacy, consent, and lawful marketing
Each Party will comply with privacy, data protection, electronic messaging, advertising, consumer protection, healthcare, licensing, and professional requirements that apply to its activities under this Agreement. Each Party is responsible for obtaining any consent required for its collection, use, disclosure, or marketing use of personal information, testimonials, photographs, tracking technologies, email, or text messages.
The Parties will minimize personal information shared for campaign reporting. Zamà Healing Center will keep clinical screening information, diagnoses, medical histories, and other sensitive clinical information within its appropriate clinical or admissions systems. CreoVisio and its marketing providers will receive only the minimum non-clinical information reasonably needed to attribute referrals and calculate revenue shares, unless a lawful, secure, and expressly approved process is in place.
Marketing must not make false, misleading, unsubstantiated, or guaranteed claims about treatment or outcomes. Personal stories and testimonials must be presented as individual experiences and not as promises. Neither Party is required to make or accept a payment that it reasonably believes would be prohibited by applicable law, licensing requirements, professional standards, or payer restrictions. If a material concern arises, the Parties will pause the affected payment or activity and promptly work in good faith on a lawful written alternative.
11 Independent clinical and business decisions
Zamà Healing Center alone controls its clinical, admissions, pricing, scheduling, service-delivery, and client-care decisions. CreoVisio alone controls its campaign methods and approved campaign expenditure, subject to the agreed budget and Zamà Healing Center’s review of Zamà Healing Center-specific factual and clinical claims. Neither Party guarantees that any referral will be accepted or that any client will purchase a product or service.
12 No guarantee and limitation of responsibility
CreoVisio will use commercially reasonable efforts to build, manage, and optimize the campaign but does not guarantee a particular number of leads, referrals, enrollments, revenue, or return on advertising spend. Campaign results may be affected by market conditions, advertising platforms, budget, offer and pricing, availability, client decisions, and other matters outside a Party’s reasonable control. Each Party remains responsible for its own acts, omissions, personnel, and legal obligations. Nothing in this Agreement excludes liability to the extent it cannot lawfully be excluded.
13 Review and any continuation
At the end of the Pilot Term, the Parties will review campaign performance, client experience, attribution, revenue, compliance, and the commercial viability of continuing. There is no automatic renewal. Any continuation, revised campaign scope, budget, or compensation must be set out in a written amendment signed by both Parties. The revenue shares in Section 5 continue to apply to qualifying clients acquired or referred during the Pilot Term, including their later qualifying purchases described in Sections 5.1 and 5.2, even after the Pilot Term or this Agreement ends.
14 Termination
Either Party may terminate this Agreement for the other Party’s material breach if the breach is not cured within ten (10) business days after written notice describing it. Either Party may terminate immediately if continuing would reasonably create a material legal, regulatory, privacy, client-safety, fraud, or reputational risk. Either Party may also terminate for convenience on fifteen (15) days’ written notice. CreoVisio will remain responsible for non-cancellable campaign commitments it authorized before the termination date, and Zamà Healing Center will pay all revenue shares accrued through termination.
Upon termination, the Parties will cooperate to stop or transition active advertising and will provide reasonable access to records needed to complete reporting and payment. Sections 5, 6, 8, 9, 10, 12, 15, and any provision that by its nature should survive will remain effective to the extent necessary to give them effect.
15 Dispute resolution and governing law
The Parties will first attempt in good faith to resolve a dispute through direct discussion between authorized senior representatives. If it is not resolved within fifteen (15) business days after written notice, the Parties will attempt confidential mediation in Ottawa, Ontario, Canada before starting court proceedings, unless urgent injunctive or equitable relief is reasonably required. This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there. Subject to mediation, the courts located in Ottawa, Ontario will have exclusive jurisdiction.
16 General terms
This Agreement, including Schedule A, is the entire agreement between the Parties about the Zamà Healing Center campaign and revenue share, and supersedes prior discussions on that subject. An amendment or waiver must be in writing and signed by both Parties. Notices may be delivered by email to the addresses designated below or by courier to the addresses above, and are effective when receipt is confirmed. Neither Party may assign this Agreement without the other Party’s written consent, except to a successor that assumes the Agreement in a merger, reorganization, or sale of substantially all relevant assets. If a provision is unenforceable, it will be modified only to the minimum extent needed and the rest will remain effective. This Agreement may be signed in counterparts and by electronic signature, each treated as an original.
Schedule A Campaign and commercial summary
Schedule B Program Pricing
| Program duration | Current price | Recommended price |
|---|---|---|
| Six days | USD $5,500 | USD $6,000 |
| Nine days | USD $7,500 | USD $8,500 |
| Twelve days | USD $9,500 | USD $11,000 |
The current prices are shown as the existing reference prices provided for campaign planning. Recommended prices are proposed prices only and will apply only after Zamà Healing Center approves the applicable price change in writing.
17 Signatures
The Parties have read and agree to this Agreement and intend to be legally bound by it as of the Effective Date.
iiiNSIGHT SOLUTIONS INC.
DOING BUSINESS AS CREOVISIO
ZAMÀ HEALING CENTER
By clicking “Sign Agreement” you confirm you are authorized to bind Zamà Healing Center and agree to be bound electronically, per Section 16.
Binding Marketing and Revenue Share Agreement