Exhibit
10.31


 





BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL ADVANCED HUMAN IMAGING LIMITED (an entity incorporated in Australia) (“ AHI” ) is a technology company that has developed a multi - scan platform comprising of Body, Face and Dermatological scans, that provides partners with a series of system development kits (SDK’s) delivering a multitude of biometric markers and risks indicators via a smart phone application . We provide this solution to multiple verticals including mHealth, Life & Health Insurance, fitness, weight loss, and apparel (“ AHI Platform” ) . E - MERSION MEDIA (UK) LIMITED (an entity incorporated in the United Kingdom) is a wholly owned subsidiary of e - Mersion Media Pty Ltd, an Australian media technology company that has developed a best - in - class digital magazine publishing solution that incorporates both interactive media and e - commerce capability for use by third - party magazine owners (“ e - Mersion ”) . This Terms Sheet sets out the terms upon which e - Mersion will work with AHI to, where possible and appropriate, integrate the CompleteScan capabilities into the e - Mersion media platform and the basis upon which they will generate and share potential revenue . This Terms Sheet is binding on all the parties to it ( Parties ) . P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  1 of 8 1. Integration  of the   AHI Platform The Parties agree to collaborate and work together to design, develop and integrate the CompleteScan platform into the e - Mersion’s existing platform according to the timeline and functional specifications set out in Schedule 1 ( Product Integration ) . 2. Contributions from   the Parties (a) The  Parties each  agree to make  available sufficient personnel   and  resources  to  prioritise the  Product  Integration. (b) Other than as set out in Schedule 1 , each of the Parties will bear their own costs and expenses associated with the Product Integration . 3. Pricing and   Promotion of AHI   Platform (a) Once the Product Integration is complete, e - Mersion agrees to use its reasonable efforts to promote the use of the CompleteScan platform to magazine owners in the first 12 months . (b) The Parties agree that the pricing model for use of the CompleteScan platform will be as set out in Schedule 2 or as mutually agreed between the parties . 4. Revenue Share (a) e - Mersion will  accept  payment from users via  the  e - Mersion   payment system. (a) The  parties will share revenue generated from the use  of  the   capture  process on a  50/50 basis. (b) User pricing is  based  on  a single use  and  only  contemplates   heart  rate capture. (c) the revenue  share will  be  50/50  split between  e - Mersion  and   AHI  after  cost recovery  by  AHI  of USD$0.30. 5. In t e ll e c t u a l   Property (a) (b) All intellectual property that is owned by, or is proprietary to, a Party as at the date of this Terms Sheet will at all times remain owned by that Party exclusively . Other than as expressly set out in this Terms Sheet, nothing in this Terms Sheet confers on a Party any right or interest in, or



     


     


    



BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL licence to use (or permit or cause to be used) any of the other Party’s, or any third parties, intellectual property . (a) For the avoidance of doubt, AHI owns all intellectual property in the AHI Platform, including any modifications or improvements in relation to the platform . e - Mersion covenants that it will not, or will not attempt to, reverse engineer, copy or otherwise replicate or circumvent the AHI Platform or partners . (b) e - Mersion owns all intellectual property in e - Mersion’s platform, including any modifications or improvements in relation to the platform, excluding any AHI intellectual property . AHI covenants that it will not, or will not attempt to, reverse engineer, copy circumvent or otherwise replicate e - Mersion’s platform or partners . 6. C om m er c ial   Contract Notwithstanding the fact that this document is legally binding on the Parties, AHI and the e - Mersion agree to enter into a definitive agreement ( Formal Agreement ) to more fully document the terms set out in this Terms Sheet within 90 days for the execution of this Terms Sheet . The Formal Agreement shall be consistent with the terms set out in this Terms Sheet, except to the extent otherwise agreed by the Parties, and will include clauses on (but not limited to) licences to be granted, promotion and marketing, support services, implementation services, cloud services, billing, liabilities, IP and confidentiality . 7. Warranties,   R e p rese n t a tio n s   and Covenants The Formal Agreement will also contain warranties, representations and covenants by both AHI and e - Mersion that are customary for transactions of the type contemplated by this Terms Sheet . 8. Confidentiality Each Party is to keep confidential the terms of this Terms Sheet and any other information obtained from another during the negotiations preceding the execution of this Terms Sheet or in the course of furthering the transactions contemplated by this Terms Sheet whether in the course of conducting due diligence or otherwise ( Confidential Information ), and is not to disclose it to any person except : (a) to employees, shareholders, legal advisers, auditors and other consultants requiring the information for the purposes of this Terms Sheet ; (b) with the consent of a Party or parties which own the Confidential Information ; (c) if the information is, at the date of this Terms Sheet, lawfully in the possession of the recipient of the information through sources other than any of the other Parties ; (d) if required by law or a stock exchange ; (e) if  strictly  and  necessarily  required  in  connection  with legal   proceedings relating  to  this Terms Sheet; (f) if  the information  is  generally and publicly available  other  than   as a result of a breach of  confidence; or (g) to a financier or prospective financier (or its advisers) of a Party. P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  2 of 8



     


     


    



BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL A Party disclosing Confidential Information must use all reasonable endeavours to ensure that persons receiving the Confidential Information from it do not disclose the Confidential Information except in the circumstances permitted in this clause . Any public announcement made by AHI in relation to the partnership with e - Mersion via any medium (print or digital) requires the prior written approval of e - Mersion . e - Mersion understand the AHI is an ASX listed company and must conform with constant disclosure requirements imposed by the ASX . With this in mind e - Mersion will not unreasonably withhold consent in regard to meeting the minimum requirement imposed by the ASX . The obligations under this clause contain obligations separate and independent from the other obligations of the Parties and remain in existence for a period of two years from the date of this Terms Sheet, regardless of any termination of this Terms Sheet . 9. Further Assurance Each Party shall sign and execute and do all deeds, acts, documents and things as may reasonably be required by the other Parties to effectively carry out and give effect to the terms and intentions of this Terms Sheet . 10. Governing Law The binding terms of this Terms Sheet shall be governed by and construed in accordance with the law from time to time in Western Australia . The Parties agree to submit to the non - exclusive jurisdiction of the Courts of Australia and the Courts which hear appeals from those Courts . 11. Assignment None of the Parties may assign any of the rights or obligations conferred by this Terms Sheet without the consent of the other Parties which will not be unreasonably withheld . 12. Costs Each  Party shall  bear  their own legal costs  of and  incidental to the   preparation, negotiation and execution  of  this Terms Sheet. 13. Tax (a) In the event a supply made by one party to another under this document is subject to a value added or similar tax, the price stated in this Terms Sheet is exclusive of such tax and the recipient of such a supply must pay to the other party an amount equal to the amount of any such tax in addition to any amount stated in this Terms Sheet and at the same time . (b) Any payment of such tax is subject to the other party providing any invoice or similar documentation required by law with respect to such tax . 14. Waiver A provision of, or a right under, this Terms Sheet may only be waived in writing signed by the Party granting the waiver . A failure or delay in exercise, or partial exercise, or a power, right, authority or remedy arising from a default or breach under this Terms Sheet does not result in a waiver of that power, right, authority or remedy . 15. Remedies The rights, power and remedies provided in this Terms Sheet are cumulative with and not exclusive to the rights, power or remedies provided by law independently of this Terms Sheet . P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  3 of 8



     


     


    



BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL 16. Whole Agreement This Terms Sheet, any formal agreement, and the other agreements envisaged by this Terms Sheet, shall constitute the sole understanding of the Parties with respect to the subject matter and replaces all other agreements with respect thereto . 17. Variation No modification or alteration of the terms of this Terms Sheet shall be binding unless made in writing dated subsequent to the date of this Terms Sheet and duly executed by all Parties . 18. Notices Each notice authorised or required to be given to a Party shall be in writing and may be delivered personally or sent by properly addressed prepaid mail in each case addressed to the Party at its address set out in below : In the case of AHI : Suite 5,  71 – 73 South Perth  Esplanade   South  Perth,  WA,  6151, Australia Email:  Vlado.Bosanac@advancedhumanimaing.com  Attention: Vlado Bosanac In the case of  e - Mersion Media: Level 2, 99  William Street Melbourne VIC  3000 Email:  john@e - mersion.media  Attention:  John Iliopoulos 19. Severance If any provision of this Terms Sheet is invalid and not enforceable in accordance with its terms, all other provisions which are self - sustaining and capable of separate enforcement without regard to the invalid provision shall be and continue to be valid and forceful in accordance with their terms . 20. Counterparts This Terms Sheet may be executed in any number of counterparts, including by email, each of which when executed and delivered to the other Party shall constitute an original, but all counterparts together shall constitute one and the same agreement . 21. Interpretation In  this  Terms Sheet  unless  the context otherwise requires: (a) headings are  for convenience only  and do not  affect its   interpretation; (b) an obligation or liability assumed by, or a right conferred on, two (2)  or  more  Parties binds  or  benefits all  of  them jointly  and  each   of  them severally; (c) the expression person includes an individual, the estate of an individual, a corporation, an authority, an association or joint venture (whether incorporated or unincorporated), a partnership and a trust ; (d) a reference to any Party includes that Party’s executors, administrators, successors and permitted assigns, including any person taking by way of novation ; P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  4 of 8



     


     


    



BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL (e) a reference to any document (including this Terms Sheet) is to that document as varied, novated, ratified or replaced from time to time ; (f) a reference to any statute or to any statutory provision includes any statutory modification or re - enactment of it or any statutory provision substituted for it, and all ordinances, by - laws, regulations, rules and statutory instruments (however described) issued under it ; (g) words importing the singular include the plural (and vice versa) and words indicating a gender include every other gender ; (h) reference to Parties, clauses, schedules, exhibits or annexure are references to Parties, clauses, schedules, exhibits and annexure to or of this Terms Sheet and a reference to this Terms Sheet includes any schedule, exhibit or annexure to this Terms Sheet ; (i) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning ; and (j) a reference to A $ is to Australian currency, a reference to EUR€ is a reference to the Euro, the official currency of the European Union, a reference to GBP £ is a reference to the British Pound, the currency of the United Kingdom and US $ is to the current of the United States of America . P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  5 of 8 Signing page to follow



     


     


    



 BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL If  the  terms  and  conditions  set  out above are acceptable, please execute this  Terms  Sheet in the   appropriate place below. Dated  this 11 th  day  of  May 2021. EXECUTED  by  ADVANCED HUMAN ) IMAGING LIMITED ) ACN  602 111 115 ) in  accordance with section  127 of the ) Corporations Act 2001 (Cth): Signature  of director Signature  of  Company Secretary Vlado Bosanac (CEO) Steven  Richards (CFO) Name  of director Name  of  Company Secretary EXECUTED  by  E - MERSION MEDIA (UK) LIMITED COMPANY NUMBER  11857059 ) ) ) ) Signature of  Managing Director John Iliopoulos Signature of Director Chris Iliopoulos Name of  Managing Director Name of Director P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  6 of 8



     


     


    



BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL S C H E DUL E 1 – P R O D U C T I N T E G R A T I O N e - Mersion & AHI will work together to design and implement a full integration no later than July 30 th , 2021. A breakdown of  the high - level integration timeline is below: P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115  |   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  7 of 8 Milestone Prerequisites Milestone Completion Date Terms Sheet Execution Nil. 30 th  April 2021 Integrated  Solution Design Scoping Terms Sheet executed 14 th  May  2021 (+  2 weeks) Formal  Agreement (includes commercials, data   processing, SDK EULA, and support) Integrated  solution designs  signed  off  by  both   parties 28 th  May  2021 (+  2 weeks) Product  Integration (including QA)  and  marketing   planning Formal  Agreement Executed On  or  before 30 th  June (+  4 weeks) Target market ready go - live Product  Integration complete On  or  before July 30 th 2021  AHI will make available  to  e - Mersion  the  SDK kits at  no  cost to e - Mersion. This is based  on the  current CompleteScan functionality.  The  parties agree each party will  make  available at their own cost technical delivery requirement  to  produce  and  implement  the  technology  in  accordance with   their perspective platforms.  The parties will work together  to deliver a  market ready product not  later  than July 30 th , 2021.  AHI will make its continued platform improvements available to e - Mersion from  time to  time as required  at no  cost to e - Mersion.



     


     


    



BINDING  TERMS SHEET   PRIVATE AND CONFIDENTIAL S C H E DUL E 2 – P R I C I N G M O D E L & L I C E NS E F EE Individual combined (Body  and  Face scan)   scan  without subscription USD$1.99 P.O. Box 190, South Perth,  WA,  Australia, 6951  |  ABN 85 602 111 115  |   www.advancedhumanimaging.com AHI - FORM - 0017 Rev 6 Page  8 of 8  NB:  above  pricing is based  on a  single use  and  only contemplates Heart Rate capture  The revenue  share  will  be  50/50 split between e - Mersion  and  AHI after cost recovery  by  AHI,  of USD$0.30.