User Agreement

This User Agreement (this “Agreement”) is a contract between                                                           (“you”
or “User”) and INMYTEAM CORP (the “Company”). You must read,
agree to, and accept all of the terms and conditions contained in this Agreement
to be a User of our website
located at www.inmyteam.com, all affiliated websites and applications, including mobile websites
and the  InMyTeam application, owned and operated by the Company
(collectively, the “Site”) or of the Company Services (defined below).

This Agreement includes and hereby incorporates by reference the
following important agreements, as they may be in effect and modified from time to time: Privacy Policy, Terms and
Conditions. These agreements are collectively, with this Agreement, called the “Terms of Service” or
“Agreement”.

Subject to the conditions set forth herein, Company may, in its sole
discretion, amend this Agreement at any time by posting a revised version on the Site. Any revisions to the
Terms of Service will take effect on the noted effective date (each,
as applicable, the “Effective Date”).

YOU UNDERSTAND THAT BY USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS
OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE EXCEPT
AS PERMITTED BY THE AGREEMENT.

IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN
CONNECTION WITH PROVIDING OR
RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT
ENTITY TO THE TERMS OF SERVICE AND AGREE THAT
YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THE TERMS OF SERVICE. IN THAT
EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY
TO YOU AND THAT ENTITY.

1.      
Definitions. The following terms are used throughout this Agreement and have the
following specific definitions, regardless
of capitalization, use in the singular or plural form, or use in the past,
present or future tense; and will be considered fully incorporated within the Agreement as if stated directly within
an applicable provision.

1.1.     
“Account” is the account
created by User(s), including Agencies, and others
permitted under the Site.

1.2.     
“Agency” or “Agencies” refers
to a company, organization, agency,
or person that is an authorized representative on behalf of such company, organization, or agency who engages
or intends to engage Company to procure Services
from one or more Staff Members. Agencies are not employees, agents or
representatives of Company and no employer-employee relationship is created by the Agency’s
engagement of Company,
or by the engagement of a Staff Member through
the Company. Agency
will directly supervise any Staff Member
that such Agency has engaged to perform Services
and assumes all responsibility or liability for all work undertaken or completed
by Staff Member for Agency.

1.3.       
“Agency Portal” refers to
the Agency platform that may be made available to Staff Members, Users, or
others through the Site or otherwise
made accessible by Company in conjunction to Company Services consisting of the designated
users, contacts, groups, cases, notifications and other user settings.

1.4.     
“Assigned Case” is a Case
Listing that has been assigned by an Agency to a specific Staff Member, or that
has been applied for by a Staff Member and accepted by the Agency,
for the completion of healthcare and caregiving services. A Staff Member
may not accept an Assigned
Case until Agency
approves their application and conducts a certification check to ensure Staff
Member is up to date on all certifications and licenses necessary to perform the Service.

1.5.     
“Case Listing”
is any job listing created
by a Coordinator on the Agency Portal for the purpose of engaging a Staff Member
to undertake and complete Services.

1.6.     
“Company Services”
refers to the various services
provided by Company
including, but not limited to, facilitating the coordination of health and
caregiving Services between Agencies and Staff Members, providing access to Staff Members to all Case Listings offered
by a specific Agency, allowing Agencies to allocate Assigned Cases to Staff Members, providing User access
to the Agency Portal and all related applications, and allowing use of optional Site features such as
communication tools, document management system, document expiry alert system, and background check capabilities,
Patient record storage, scheduling, billing, payroll, among others. Company is
not an employment agency. Company provides
a platform and permits Users to exchange information related to the provision
of healthcare and caregiving Services.

1.7.     
“Confidential Information” means any material
or information provided
to, or created by, a User in furtherance or in
relation to a pending or assigned Case Listing, regardless of whether the
information is in written, tangible, electronic, verbal,
graphic, visual, or other form. Confidential Information does not include
material or information that is known to the public or
that: (a) is generally known by third parties as a result of no act or omission
of User; (b) subsequent to disclosure hereunder, was lawfully received
without restriction on disclosure from a third party having the right to
disseminate the information; (c) was already known by User prior to receiving
it from the other party
and was not received from a third party in breach of that third
party’s obligations of confidentiality; or (d) was independently
developed by User without use of another person’s Confidential Information.

1.8.       
“Coordinator” refers to a
person that is an authorized User on behalf of a company, organization, or
agency who engages or intends
to engage Company to procure
Services from one or more Staff Members.

1.9.   
“Intellectual Property
Rights” means all patent rights, copyrights rights, mask work rights, moral
rights, right of publicity,
trademark, trade dress and service mark rights, goodwill, trade secret rights
and other intellectual property
rights as may now exists or hereafter
come into existence, and all applications therefore and registrations, renewals and
extensions thereof, under the laws of any
state, country, territory or other jurisdiction.

1.10.   
“Parties” refer to Company
and Users collectively.

1.11.   
“Representatives” refers
to employees, representative, or assignees.

1.12.   
“Service Fee” is the fee
charged by Company for performing various services, including, but not limited
to providing a cloud-based platform
accessible via the Site, access to the Agency Portal, communication tools through
push or SMS notifications, document
management system, Staff Member management, payment services, and
more. Company is not an employment agency.

1.13.   
“Services” include
any task or job created
by Agency to be completed by Staff Members,
primarily consisting of home healthcare and caregiving services.

1.14.   
“Staff Member Portal”
refers to the Account of Staff Members which provides access to Staff Members
to Case Listing(s) and Assigned Case(s), notifications, and other Agency information available under the Site.

1.15.“Staff Member(s)” refers to a person or persons that may be engaged by an Agency
to provide caregiving Services. Each Staff Member is licensed
to provide specific
caregiving services, whose license is active and in good standing with each jurisdiction where Staff Member
is licensed, and in particular with respect to the applicable jurisdiction where
the Staff Member provides Services for Agency. Staff Members are not employees
or agents of company and no
employer-employee relationship is created by Agency’s engagement of Staff
Members’ through or under the services provided by Company.

1.16.“Terms” collectively refers to all of the terms, conditions,
provisions, clauses, requirements, obligations or notices contained or referenced herein.

1.17.   
“User(s)” refers
to the Agency and Staff Members
collectively.

1.18.   
“User Content”
means any comments,
remarks, data, feedback,
content, text, photographs, images, video, description, research, or other
information that you or any User posts to any part of the Site or provides to Company,
including such information that is posted as a result
of questions.

1.19.”User Account” refers
to Agency Accounts
and Staff Member
Accounts, collectively.

1.20.   
“We,” “Us” or “Our” refers
to Company.

1.21.   
“You” or “Your” refers to User(s),
either individually or as an authorized representative on behalf of an entity
who engages or intends
to engage Company Services.

2.      
User Accounts. You agree to the terms and conditions
contained in this Agreement before using the Company’s Site or
Company Services.

2.1.  
Registration and Acceptance. By registering
for an Account, by using the Site or by receiving Company Services after the Effective Date if you had an Account on the Effective
Date, you agree
to abide by this Agreement. WHETHER A USER CREATES AN ACCOUNT OR NOT, USERS OF THE SITE AND
THEIR AFFILIATES OR REPRESENTATIVES ARE BOUND BY THESE TERMS.

2.1.1. 
To access and use certain
portions of the Site and the Company Services, you must register for an
Account. Company reserves the right
to decline a registration to join Company or access Site for any lawful reason, including
supply and demand, cost to maintain
data, or other business considerations.

2.1.2. 
If you create an Account as
an employee, agent, representative, or otherwise on behalf of an entity, you represent and warrant that you are
authorized to enter into binding contracts, including this Agreement, on behalf
of yourself and the entity for which the account was created.

2.2.  
Account Eligibility. Company offers the Site and Company Services for business purposes
only and not for personal, household,
or consumer use. To register for an Account or use of the Site and Company
Services, you must, and hereby represent
that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited
liability company, or other entity); (b) will use the Site
and Company Services for business purposes only; (c) will comply with any licensing, certification, registration, or
other requirements with respect to your business, or the business for which you are acting, and the provision of
Services, and ensure all members of your team, including all Staff Members are compliant with any licensing, certification,
or other requirements necessary to perform their Services; and (d) are a legal
entity or an individual 18 years or older (or have otherwise
reached the age of majority
in the jurisdiction in which you conduct business) who can
form legally binding contracts.

2.3.  
Account Profile. To register for an Account
to access the Site, you must complete
a User profile (“Profile”), which you
consent may be shown to other Users. You agree to provide true, accurate, and
complete information on your Profile
and all registration and other forms you access on the Site or provide to
Company and to update your information
to maintain its truthfulness, accuracy, and completeness. You agree not to
provide any false or misleading
information about your identity or location, your business, your skills, or the
services your business provides and to
correct any such information that is or becomes false or misleading.

2.4.  
Account Types. As described in this Section,
there are a number of different Account
types. You agree not to have or register for more than one Account
without express written permission from Company. Company reserves the right to revoke
the privileges of the Account
or access to or use of the Site or Company Services,
and those of any

and all linked Accounts
without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or
Account.

2.4.1. 
Agency Account. You can register for an Account or add an Account to use the Site
and Company Services as an Agency.
Through the Agency Account, Agencies may grant
different permissions to specific parties to act as the Agency’s Coordinator, may create Case Listings detailing the needs of their clients,
create groups of Staff Members to facilitate
communications, and publish open Case Listings to groups, individual, or select Staff Members, and assign
Case Listings to Staff Member as
Assigned Case, among others.

2.4.2. 
Staff Member Account. Through the Staff Member Account, Staff Members may access available
Case Listings, accept Assigned
Case(s) to perform Services, receive notifications of new Case Listings, and communicate with Agencies, among
others.

2.5.  
Account Permissions. You agree not to request or allow another person to create an
Account on your behalf, for your use, or for your benefit,
except that an authorized employee
or agent may create an Account on behalf of your
business. By granting other Users permissions under your Account, you
represent and warrant that (a) the User is authorized
to act on your behalf, and (b) you are fully responsible and liable for any
action of any User to whom you have
provided any permissions and any other person who uses the Account, including
making payments and entering into any
contracts or agreements described herein. If any such User violates this
Agreement it may affect your ability
to use the Site. Upon closure of an Account, Company may close any or all
related Accounts at its discretion.

2.6.  
Reliability of User Content. You hereby acknowledge and agree that Users may publish and request Company
to publish on their behalf information on the Site about the User, such as geographical location, verification of identity or credentials. However, such
information is based solely on unverified data that Agency and Staff Member voluntarily submit to Company
and does not constitute and will not be construed as an introduction, endorsement, or
recommendation by Company. Company provides such information solely for the
convenience of Users. Company does
not generally investigate information posted by Users or other User Content for
accuracy or reliability and does not guarantee that User Content
is accurate. You are solely
responsible for your User Content,
including the accuracy of any User Content, and are solely responsible
for any legal action that may be instituted by other Users or third parties
as a result of or in connection with your User Content if such User Content is legally actionable or defamatory.

2.7.  
Identity and Location Verification. When you register for an Account and from time to time thereafter,
your Account may be subject
to verification, including, but not limited
to, validation against
third-party databases or the verification of one or more official
government or legal documents that confirm your identity, your location, and your ability to act on behalf of your
business on Company. You authorize Company, directly or through third parties, to make any inquiries necessary
to validate your identity, your location, and confirm your ownership of your e-mail address or financial accounts,
subject to applicable law. When requested, you must timely provide us with complete information about yourself
and your business,
which includes, but is not limited to, providing official
government or legal documents.

3.      
Usernames and Passwords. When you register for an Account,
you will be asked to choose a username and password for the Account. You are entirely
responsible for safeguarding and maintaining the confidentiality of your
username and password and agree not
to share your username or password with any person who is not authorized to use
your Account. You authorize Company
to assume that any person
using the Site with your username and password, either
is you or is authorized to
act for you. You agree to notify us immediately if you suspect or become aware
of any unauthorized use of your
Account or any unauthorized access to the password for any Account. You further
agree not to use the Account
or log in with the username and password of another User of the Site if (a) you are not authorized to use either
or (b) the use would
violate the Agreement or (c) for the purposes
of any illicit act, including, but not limited
to, copying Company Intellectual Property Rights. Company encourages you
to use strong and unique passwords, protect them from others,
and change them often.

4.      
Data Security.

4.1.  
The information Company obtains
from or about you may be processed and stored in the United
States of America.
Company may keep this information as long as is permitted or required
under the law. If you terminate your Account, we will remove
your content, materials or information from the Site, but may retain your data for a period
of 5 years (or longer
if required by law) in our active
systems in order to ensure our ability
to satisfy the authorized uses under this Agreement. For example,
Company may use retained data to prevent, investigate, or identify possible
wrongdoing in connection with the Site or to comply with legal obligations. Please, note that information may exist in backup storage even after it has
been removed from our databases.

4.2.  
Company can grant or block access
to the Site, including all related portals,
based on IP address. Using
this feature, Company
may limit User access to Site in Company’s sole discretion and without notice to you.

4.3.  
Agency data, contacts, documents, and other information is and will remain the sole property
of Agency. Company
may, from time to time, use such information for statistical,
administrative or other business purposes, however, Company will take all such reasonable measures as may be
necessary to protect the confidentiality of Agency’s data. Company will not disclose or use Agency’s data for any
purposes other than to carry out the purposes for which Agency disclosed the data to Company, or as otherwise
permitted by these Terms. In addition, Company
will take reasonable measures to ensure the integrity, delivery and
security of transmissions containing such Agency
data.

5.      
Purpose of Company. The purpose
of the Company is to provide Company
Services to Users,
including Agencies and Staff
Members. Through the Site and Company Services, Staff Members may be notified
of Case Listings made available by
Agencies. At all times, Users are responsible for evaluating and determining
the suitability of any Case Listing,
Assigned Case, or Staff Member on their own. If Users decide to enter into an
agreement amongst each other, the
agreement is directly between the Users and Company is not a
party to that agreement.

5.1.  
You acknowledge, agree, and understand that Company is not a party to any independently formed relationship or any
dealings between Agency and Staff Member, except that Company shall not be
excluded from receiving any benefit
rightly owed it as authorized by this Agreement. Without limitation, Users are
solely responsible for (a) ensuring
the accuracy and legality of any User Content, (b) determining the suitability
of other Users for a Case Listing
(such as any interviews, vetting, certification and license verifications, or
similar actions), (c) negotiating, agreeing
to, and executing any terms or conditions of dealings between Users, or (d)
performing caregiving and healthcare
Services. You further acknowledge, agree, and understand that you are solely
responsible for assessing whether
to enter into an agreement with another User and for verifying any information
about another User. Company does not make any representations about or guarantee the truth or accuracy of any Case Listing or other User Content on the Site; does not
verify any feedback or information provided by Users about Agencies or Staff Members;
and, unless specifically agreed to, does not vet or otherwise
perform background checks
on Agencies or Staff
Members. You acknowledge, agree, and understand that Company does not, in any
way, supervise, direct, control, or
evaluate Agencies or their work and is not responsible for any Case Listing.
Company makes no representations
about and does not guarantee, and you agree not to hold Company responsible
for, the quality, safety, or legality
of Agency’s Case Listing; the qualifications, background, or identities of
Users; the ability of Staff Members
to deliver healthcare or caregiving Services; the ability of Agency to pay for
Staff Member’s Services; User
Content, statements or posts made by Users; or the ability or willingness of an
Agency or Staff Member to actually complete a transaction.

5.2.  
You also acknowledge,
agree, and understand that, Agencies
and Staff Members are solely responsible for
determining, and have the sole right to determine, the suitability of a Staff Member to undertake to provide Services
under a Case Listing or Assigned Case. However, Agency and Staff Member
should communicate as to the time, place,
manner, and means of providing any healthcare and caregiving Services. You
further acknowledge, agree, and
understand that: (i) you are not an employee of Company, and you are not
eligible for any of the rights or benefits of employment (including unemployment and/or workers
compensation insurance); (ii) Company will not have any liability
or obligations under or related
to agreements between
Users, or for any acts or omissions by you

or other Users; (iii) Company does not, in any way, supervise or
control any Agency or Staff Member decision making
as to Services on Case Listings or Assigned Cases; does not impose quality
standards or deadlines for completion of any Services
on Case Listings
or Assigned Cases;
and does not dictate the performance, methods
or process by which Agency
and Staff Member coordinate to perform Services. Further, Company does not, in
any way, provide or guarantee Staff
Members a regular salary or any minimum, regular payment, and Company does not provide Staff
Members with training
or any equipment, labor, tools, or materials related to any Case
Listing or Assigned Case.

5.3.  
Nothing in this Agreement
is intended to prohibit or discourage (nor should be construed as prohibiting
or discouraging) any User from engaging in any other business activities or providing any services through
any other channels they choose. Users are free at all times to engage in such other
business activities and services so as long
as these do not violate the terms
of this Agreement.

5.4.  
Relationship with Company; User’s Independent Professional Judgment. Company does not control the manner or means by which Users perform
their Services. Users will exercise their own independent professional judgment
in performing Services. Staff Member agrees to perform
Services in a diligent and workmanlike manner
and in accordance with the project completion schedule, if any, set
forth in any agreement between Agency and Staff
Member.

6.      
Data Collection.

6.1.  Data Harvesting
Protection. Where
appropriate, Company implements human verification security measures to prevent
access, extraction or
harvesting of data by a bot or
web crawler.

6.2.   
Collection of Information. In addition to the information you submit to or through the Site,
Company may also collect and store
information from and about you in the course of your use of the Site. Company
may use this information to analyze and track user behavior, personalize your experience, enhance
Site functionality, improve
the quality of the Site, and
may use it to display relevant advertising or services.

6.3.   
Location. Company
may collect and store information about your location if you enable your
computer or digital device to send us location information. You may be able to change the settings on your computer
or digital device
to prevent it from providing
us with such information.

6.4.   
Activity. Company
may collect and store information related to you and your use of the Site,
including without limitation your
browser type, IP address, unique device identifier, requested URL, referring
URL, browser language, the pages you view
(of our Site only), the date
and time of your visit, and other information.

6.5.   
Cookies. Company may use cookies,
web beacons, local shared objects
and similar technology in connection with
your use of the Site (“Cookies”). Cookies may have unique identifiers,
and reside, among other places, on your computer,
in e-mails we send to you, and on our web pages. Cookies may transmit
information about you and your use of the Site, such as your browser type, search preferences, data relating to advertisements that have been displayed
to you or that you have clicked on, and the date and time of your use. You can
disable some (but not all) Cookies
in your device or browser settings but doing so may affect
your ability to use the Site.

7.      
Third Parties. Company does not rent, share, sell, or trade personally identifiable
information with third parties for their
direct marketing purposes. Except for the exclusions specified in this
Agreement, Company does not provide the personally identifiable information that you have provided
to us to third parties
unless you give us permission or direct us to do so.
Company does work with third parties and they may have access to some of your information.

7.1.  
Service Providers. Company may outsource some of its technical and customer support,
tracking and reporting functions,
quality assurance testing, payment processing functions, and other services to
third parties. Company may share
information from or about you with these third-parties, so that they can
perform services necessary to maintain Site, or
for other needs of Company.

7.2.  
Aggregate Information. Company may share user information in the aggregate with third
parties. For example, Company may
disclose the total number of users that have registered as Agencies or Staff
Members, or the areas in which registered Staff Members
have experience, among others. By accessing the Site, you authorize Company’s
use and dissemination of this
limited information.

7.3.  
Business Transfers. We may share information from or about you with other companies
under common control, in which case
we will require them to honor this Agreement. If another company acquires
Company or all or substantially all
of our assets, that company will possess the same information and will assume
the rights and obligations with respect to that information as described in this Agreement.

7.4.  
Investigations. Company may investigate and disclose information from or about you to third parties if we have a good faith belief that such
investigation or disclosure is reasonably necessary to: (i) take action
regarding suspected illegal
activities; (ii) enforce or apply our Terms; (iii) help prevent, investigate,
or identify possible wrongdoing in
connection with the Site; (iv) comply with legal process or other government
inquiry, such as a search warrant,
subpoena, statute, judicial
proceeding, or other legal process
served on us; or (iv) protect our rights, reputation, and property, or that of our
other Agencies, Staff Members, affiliates, or the public. If you use the Site outside of the United States, you consent
to having your personal data transferred to and processed in the United States.

7.5.  
Links. Although
the Site may contain links to unaffiliated third-party websites, Company does
not vouch for or make any
representations regarding such unaffiliated third-party websites. Except as set
forth herein, Company does not share
your personal information with unaffiliated third-party websites. Company has
no responsibility or control over
the privacy practices of third-party websites that you may access through links
available through the Site.

8.      
Protection of Company’s Intellectual Property Rights.

8.1.  
Users have no Right to use Company’s Intellectual Property. Users have no right or license to use,
publish, reproduce, prepare
derivative works based upon, distribute, perform, or display
Company’s registered or unregistered
intellectual property. Users have no right or license to use Company’s
trademarks, service marks, trade names, trade names, logos, symbols,
brand names, or any intellectual property, both registered or unregistered, of
the Company.

8.2.  
Wrongful Use of Company’s Name. You will not indicate on any stationary, business card, advertising
or other business materials
that you were formerly
engaged with the Company, or any of Company’s affiliates or subsidiaries. This provision will survive
the termination of this Agreement.

9.       
Confidentiality.

9.1.  
Company’s Ownership of Confidential Information. You
acknowledge that you may have access to information that is treated by Company as
confidential and proprietary, including, without limitation, the existence and
terms of this Agreement, polices,
procedures, technical material, business data and methods, trade secrets,
technology, and information pertaining to business
operations and strategies, customers or Users,
pricing, marketing, finances,
sourcing, personnel, usernames, passwords, lists of Users, potential
clients, rates, services, agreements, as well as certain privileged or confidential information, documents and
the like, pertaining to cases or files or clients of Users or other Confidential Information, in each case whether
spoken, written, printed, electronic, or in any other form or medium (collectively, “Company Confidential Information”). Any Company Confidential Information that you become aware of in connection with
Services is subject to the terms and conditions of this clause and of the Agreement.

9.2.  
HIPAA Compliance.

You are protected
by the Company HIPAA BAA sent along this User Agreement. Company Agrees to
comply with updated HIPAA checklist and make sure sensitive data is encrypted
and protected. You are responsible for any printed report, email send out
containing PHI information or unauthorized access due to not protecting the
given credentials.

9.3.  
Users’ Responsibility of Extreme Care, Caution and Safe Keeping of
Confidential Information. You agree to treat all Confidential Information, including Company
Confidential Information, as strictly confidential, to take extreme
care and caution
with respect to protecting Confidential Information, both digitally
and as hard copy files,
not to disclose Confidential Information or permit it to be disclosed,
in whole or part, to any third party without
Company’s prior written
consent in each instance, not to use any Confidential Information for any purpose except
as required in the performance of Services, and not to destroy or
otherwise inhibit Company’s ability to access,
restore, or otherwise use its Confidential Information (including usernames, passwords, and software
access). You must notify Company immediately in the
event it becomes aware of any loss or disclosure of any Confidential Information.

9.3.1. 
Any intentional disclosure
of Confidential Information, including Company Confidential Information, is a material
breach of this Agreement whereby the Company, at its sole discretion, may terminate this Agreement and seek any and all damages from you arising
out of said breach. Any inadvertent or unintentional disclosure of Confidential Information will be disclosed immediately by you, in writing,
to the Company, at which time the Company will review the relevant
circumstances and take any and all measures that the Company, at its sole discretion, deems necessary,
including, but not limited to, Company’s termination of this Agreement. This provision will survive the termination of this Agreement.

9.4.  
Mandatory Disclosure of Confidential Information. No language within this Agreement is
to be construed to prevent disclosure
of Confidential Information, including Company Confidential Information, as may
be required by applicable law or regulation, or pursuant to the valid order of a court
of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed
the extent of disclosure required by such law,
regulation, or order.
You agree to provide written
notice of any such order to an authorized Company
officer within 72 hours of receiving such order, but in
any event sufficiently in advance of making any disclosure to permit Company
to contest the order
or seek confidentiality protections, as determined in Company’s sole discretion.

10.  
Permitted Use of Company Site; Prohibited Uses. The Site and Company Services will
only be used for those purposes
described within this Agreement. Further, during your engagement with the
Company under this Agreement, the
Company may provide access to various internal operations or communications
systems. You agree that these communication
systems are to be used exclusively for matters relating to Services or Company
Services performed or to be performed pursuant to this Agreement.

10.1.    
Prohibited Uses. You may use the Site only for lawful purposes
and in accordance with these Terms. You agree not to use the Site:

10.1.1.
In any way that violates any applicable federal,
state, local, or international law or regulation
(including, without limitation, any laws regarding
the export of data or software to and from the US or other
countries);

10.1.2.
To impersonate or attempt
to impersonate the Company, a Company employee, another User, or any other person or entity;

10.1.3.
In any manner that could disable,
overburden, damage, or impair the Site or interfere with any other User’s use of
the Site;

10.1.4. For the purpose of monitoring or copying any of the material on the
Site with use of any robot, spider, or other
automatic device or process, or use any device, software, or routine that
interferes with the proper working of
the Site through the introduction of viruses, trojan horses, or other material
that is malicious or technologically harmful;
or

10.1.5.
For the purpose of gaining unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server,
computer, or database connected to the Site.

10.2.    
Right to Refuse Service. Company has the right (though,
not the obligation) to, in its sole discretion, determine whether or
not any content, materials or information posted or transmitted by you using
the Site or your User Portal, and the like, is appropriate and complies with the terms
and conditions of this Agreement
and to refuse or remove
any such content,
materials or information that, in its reasonable opinion,
violates any terms or conditions of this Agreement, or is any way deemed harmful, inappropriate
or objectionable. Company further reserves the
right to make edits, revisions or changes to the manner of any content,
materials or information posted, transmitted
or displayed on the Site. This excludes content, materials or information
posted or transmitted by an Agency that is required
for a Staff Member to complete an Assigned Case.

10.3.    Access to Information.

10.3.1.   
Right to Access Staff Member Information. When creating an Agency Account,
Agency Users may add the contact information for any and all
Staff Members that will be potentially performing Services for Agency.
Consequently, Agency has the right to access,
update, and modify
all of Staff Members information maintained by Company.

10.3.2. 
Limited access to Information. Excluding User Content, Company will not provide access to
information about Users
to other Users.
Users have no right to access information about other Users
not connected via an Agency
Portal or Staff Member Portal.

10.4.   
Communication. Users may communicate through
the Site, appropriate User Portal, and the like.

11.  
Relationships between Agency and Staff
Member. Relationships between Users will be governed by any contractual relationship already in place by the Users, regardless of
their status as employees or independent contractors. If the Users have not entered into a separate
agreement for the performance of Services, Users may enter into a service contract.
Users have complete
discretion both with regard to whether to enter into a service
contract with each other and with
regard to the terms of the agreement, provided that any such agreements do not
conflict with, narrow, or expand Company’s rights
and obligations under
this Agreement. You acknowledge, agree, and understand that Company is not a party to any service
contract, that the formation of a service
contract between Users will not, under any circumstance, create an employment or other service
relationship between Company and any User or a partnership or joint venture between
Company and any User.

11.1.  Duties.

11.1.1.   
Duties of Users. Users agree not to, and will not assist, encourage, or enable
others to use the Site to:

11.1.1.1.1. 
Transmit any material and/or information that is unlawful
or promotes unlawful
conduct;

11.1.1.1.2. 
Transmit any material and/or
information that violates
applicable rules of conduct;

11.1.1.1.3. 
Transmit any material
and/or information that is false or defames, harasses, abuses, threatens, or incites
violence towards any individual or group;

11.1.1.1.4. 
Violate any third party’s
rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right,
right of publicity, or any other intellectual property or proprietary right;

11.1.1.1.5. 
Promote a business or other
commercial venture or event, or otherwise use the Site for commercial purposes, except as expressly
permitted by Company;

11.1.1.1.6. 
Send solicitation or marketing
emails, spam, surveys,
or other mass messaging, whether
commercial in nature
or not; engage
in keyword spamming,
or otherwise attempt
to manipulate the Site’s search
results or any third-party
website;

11.1.1.1.7. 
Violate the privacy
of any person;

11.1.1.1.8. 
Impersonate any person or entity;
or,

11.1.1.1.9. 
Transmit any material and/or information that is pornographic, discriminatory, or otherwise
victimizes or intimidates an individual or group on the basis of
religion, gender, sexual orientation, race, ethnicity, age, or disability.

11.1.2.  Duties of Agency.

11.1.2.1.       
Agency will disclose to
Staff Members, via the Site, all applicable instructions and documents to allow Staff Member to adequately prepare,
undertake and complete Services associated with any Case Listing or Assigned
Case. Agency will not actively withhold any reasonably important information about a Case Listing or Assigned Case from Staff Member(s).

11.1.2.2.       
For each Assigned Case,
Agency will supervise Staff Member performance to ensure compliance with HIPAA and all other applicable laws, regulations and rules of conduct.

11.1.2.3.       
For each Assigned Case,
Agency will have the sole responsibility for determining the fee charged for Services. Staff Members will have no
involvement in determining the fee charged or billed by Agency.

11.1.2.4.     
Payment to Staff Members by
Agency will be completed by Agency as established by any service contracts
or agreements between the
Agency and Staff Member.

11.1.3.  Duties of Staff Members.

11.1.3.1.  
Staff Member hereby affirms that all licensure and certifications necessary
to perform Services on behalf of Agency are up to date.

11.1.3.2.  
Staff Member hereby agrees that it will only accept Case Listings in geographical locations
within reach and are adequately competent and capable
of performing the Services.

11.1.3.3.  
Staff Member will perform
Services in compliance with all applicable regulation (including, but not limited to, city ordinances, state
regulations, federal regulations, and regulations or rules set forth by applicable professional organizations,
including, but not limited to, any trade association that Staff Member is required
to be a current member in good standing of).

11.1.3.4.  
Staff Member is solely
responsible for travel or other costs or expenses incurred in connection with performance of Services, which may
sometimes include parking expenses if they are not paid by Agency.
Company will not reimburse Staff Members for any costs or
expenses.

12.  
Insurance. You
acknowledge and agree that it is your responsibility to maintain adequate
professional liability, workers’
compensation, commercial general liability, errors and omissions, and other
forms of insurance applicable to your
given profession, with policy limits sufficient to protect and indemnify
Company and its affiliates, and each of their
officers, directors, agents, employees, subsidiaries, partners, members,
controlling persons, and successors and assigns,
from any losses resulting from your conduct, acts, or omissions or the conduct,
acts, or omissions of your agents,
Coordinators, Staff Members, servants, or employees.

13.  
Worker Classification. Nothing in this Agreement is intended to or should be construed to
create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Company and a User.

13.1.1.   
Agency is solely
responsible for and has complete discretion with regard to final engagement of
any Staff Member for a Case Listing or Assigned Case.
Agency is solely
responsible, warrants its decisions regarding
classification are correct, and assumes all liability, for determining
whether Staff Members should be engaged
as independent contractors or employees of Agency, and engaging them
accordingly. Company will have no input into, or involvement in, worker classification as between Agency
and Staff Member,
and Users agree that Company
has no involvement in and will have no liability arising from or relating to
the classification of a Staff
Member generally or with regard
to a particular Case Listing
or Assigned Case.

13.1.2.   
Users represent that they
are not a party to any other contract or obligation that would prevent them
from entering into and performing
under this Agreement, and further represent that they are not a party to any other contract
or obligation that would result in a violation of any term or provision of Terms of Service.

14.  
Company Fees. Agencies may subscribe to different levels of participation and
privileges based on usage and number of
Staff Members engaged to provide Services through Company. Company Fees shall
be fixed by agreement between Company and the Agency
on a case by case basis and will be determined by the methodology contained in the Company Fees Pricing Plan. By using the Site, you
are expressly agreeing that the Company is authorized to charge you as per your selected plan, any other fees for additional services
you may purchase,
and any applicable taxes in connection with your use of Company
Services. All prices
are subject to change and are not guaranteed, except that prices
are not subject to change
after acceptance of specific Case Listings. The Company Fees will be billed at
the beginning of your subscription
and on each subsequent renewal (as per plan chosen by you) thereafter unless
and until you cancel your subscription or the account or service
is otherwise suspended
or discontinued pursuant
to these Terms. In order to sustain
the Company, it is important that you honor the payment obligations to
which you have agreed. Accordingly, the Company
reserves the right to pursue any amounts you fail to pay in connection with
Company Services. You will remain
liable to the Company for all such amounts and all costs incurred by the
Company in connection with the collection
of these amounts, including, without limitation, collection agency fees,
reasonable attorneys’ fees, and other associated legal costs
and expenses.

14.1.   
Payment Methods. Users may make payment to Company directly through the Site using credit card or debit card, or as otherwise detailed by Company.

14.2.   
U.S. Dollars. The Site and the Company Services operate in U.S. Dollars. Users agree to make any payment to Company in U.S. Dollars.

14.3.   
Chargebacks prohibited. Users will be responsible and will indemnify Company with respect to
any and all chargebacks regarding
Services performed under this Agreement. If Company is harmed by User’s
chargeback, including, but not
limited to User advancing a fraudulent chargeback against Company, User agrees
to pay Company the higher amount of either
(i) interest in the amount
of 5% of the Pricing
Plan payment due and payable
to Company or (ii) to pay the maximum amount allowable by law.

15.  
Disclaimers.

15.1.   
Company will allow
transaction processing, accept data transmitted and transmit data via the
Internet using Company supplied or
mutually agreed upon processes, formats, transactions, and/or software
products. Related to these Internet
usages, Users are responsible for the use and security of their own web
browser(s) and for providing their
own Internet Service Provider (ISP). Company assumes no risk for the
performance of User’s web browser(s) or User’s provided ISP associated software
or hardware. Although
Company will take reasonable measures to ensure the integrity,
delivery and security of data transmissions, Company assumes no liability of any data
once transported or transmitted on to the public
facility of the Internet.

15.2.   
Company makes no
warranties, guarantees, or representations as to Users good standing with their
licensure, competence, quality, or qualifications.

15.3.   
Company does not
represent, warrant, or guarantee that Users are covered by professional liability insurance.

15.4.   
YOU AGREE NOT TO RELY ON
THE SITE, COMPANY SERVICES, OR ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE.
THE SITE AND COMPANY SERVICES
ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES
WITH REGARD TO THE SITE, THE COMPANY SERVICES, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS
OF SERVICE. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS
ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND
WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE
WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT.
SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR
ALL OF THE ABOVE LIMITATIONS MAY NOT
APPLY TO YOU. THE AGREEMENT STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST
COMPANY WITH RESPECT
TO ANY DEFECTS, NON- CONFORMANCES, OR DISSATISFACTION.

16.  
Limitation of Liability. In the event that you are alleged or found liable for damages based
upon contract, tort, negligence, strict
liability, equity, or any other
basis, arising out or under this Agreement, you hereby agree to indemnify and hold harmless Company, its affiliates and subsidiaries,
and all of their respective directors, officers, employees, representatives, proprietors, partners,
shareholders, principals, agents, predecessors, successors and assigns, from
and against any and all claims,
proceedings, damages, injuries, liabilities, losses, costs and expenses
(including attorney’s fees and
litigation expenses) except to the extent that any such liability was directly
caused by or the direct result of conduct
or activities of the Company. In all events, Company’s liability to you, or any
third party in any circumstance arising out of or in connection with any services
performed by Company
or any User(s), is limited
to the amount of fees you paid to Company for the specific services
rendered by Company.

17.  
Indemnification. You agree to defend, indemnify and hold harmless Company, its
affiliates and subsidiaries, and all of
their respective directors, officers, employees, representatives, sales
associates, proprietors, partners, shareholders, principals, agents, predecessors, successors and assigns from
and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including
attorney’s fees and litigation expenses) relating to or arising from any breach by you of this Agreement,
any negligent or intentional acts, errors or omissions alleged to have been committed by you, or your failure to
comply with applicable laws or regulations in your use of services provided by Company or any User(s). Company may
satisfy such indemnity (in whole or in part) by way of deduction from any payment
due to you.

18.  
Agreement Term and Termination.

18.1.   
Unless both Users and Company expressly agree otherwise in writing, either
party may terminate
this Agreement in our sole discretion, at any time,
without explanation, upon written notice to the other, which will result in the termination of the Agreement, except as otherwise
provided herein. You must
provide written notice of termination of Company Services
to info@inmyteam.com.
In the event User properly
terminates this Agreement, User’s right to use the Site and Company Services is
automatically revoked, and User’s Account will be closed. Company is not a party to any service
contract or agreements between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any service contract or agreement entered
into between Users. If User attempts to terminate this Agreement while having one or more open Assigned
Cases, User will continue to be bound by this Agreement and other Terms of Service
until all such Assigned Cases
have closed on the Site, and Company
will continue to perform
Company Services necessary to complete any Assigned Cases or related
transaction between you and another
User. Without limiting Company’s other rights or remedies, Company may, but is
not obligated to, temporarily or indefinitely revoke
access to the Site or Company Services, deny your registration, or permanently revoke
User’s access to the Site and refuse to provide
any or all Company Services
if: (i) User breaches the letter or spirit of any terms and conditions of
this Agreement or any other provisions of the Terms of Service; (ii) Company
suspects or becomes
aware that User has provided
false or misleading information to Company;
or (iii) Company
believes, in its sole discretion, that User’s actions
may cause legal liability for User, Company’s
Users, or Company or
Company’s Affiliates or Representatives; may be contrary to the interests of
the Site or the User community; or
may involve illicit or illegal activity. If User’s Account is temporarily or
permanently closed, User may not use
the Site under the same Account or a different Account or re-register under a
new Account without Company’s prior
written consent. If User attempts to use the Site under a different Account,
Company reserves the right to reclaim
available funds in that Account and/or use an available method of payment to
pay for any amounts owed by User to
the extent permitted by applicable law. Users acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account
status to all Users, including
both yourself and other Users who are registered or otherwise connected
to you as an Agency or Staff Member. Users
therefore agree as follows: IF COMPANY
DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE
YOUR ACCOUNT, COMPANY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT
HAVE ENTERED INTO SERVICE CONTRACTS WITH
YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS
FOR YOUR ACCOUNT
CLOSURE. YOU AGREE THAT COMPANY WILL HAVE NO LIABILITY ARISING
FROM OR RELATING TO ANY NOTICE THAT IT MAY
PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

18.2.   
Account Data on Closure. Except as otherwise required by law, if your Account is closed for
any reason, you will no longer have
access to data, messages, files, or other material found on the Site and that
any closure of your Account may
involve deletion of any content stored in your Account for which Company will
have no liability whatsoever.
Company, in its sole discretion and as permitted or required by law, may retain
some or all of your Account information.

18.3.   
Survival. The
terms and conditions of this clause and other applicable Sections of this
Agreement will survive the expiration or termination of
this Agreement.

19.  
Disputes.

19.1.   
Disputes among Users. For disputes arising between Agencies and Staff Members, you agree
to abide by the dispute process that
is explained in your particular service contract, if applicable, or any other
legally binding document governing your relationship. If the dispute
process does not resolve your dispute, you may pursue your dispute
independently, but you acknowledge and agree that Company will not and is not obligated to provide any dispute assistance.

19.2.   
Dispute between Company and Users. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach,
termination, or invalidity hereof (each, a “Dispute”) rightfully relating to or involving Company will be resolved under the
provisions of this Section that relate to Company. The procedures set forth in this Section will be the exclusive
mechanism for resolving any Dispute that may arise from time to time, and this Section
is an express condition precedent to litigation
of the Dispute.

19.2.1.   
Good Faith Resolution Effort. Except expressly provided in this Agreement, the Parties agree that,
prior to filing any claim or controversy in a court
of law or court of equity, or any arbitration or mediation procedure, relating to or
arising out of this Agreement:

19.2.1.1. 
The Parties will attempt to
resolve such dispute amicably, expeditiously and at the level within each Party’s
organization that is most knowledgeable about the
disputed issue;

19.2.1.2. 
the complaining Party’s
representative will notify the other Party’s representative in writing of the dispute
and the non-complaining Party will exercise good faith efforts
to resolve the matter as expeditiously as possible. You agree to notify Company
at: Attn: Legal,
8500 SW 8^TH Street, Suite 260,
Miami, FL 33144,
and Company agrees
to provide you notice at your
email address on file (“Notice”);

19.2.1.3. 
In the event such matter remains unresolved five (5) business days after the delivery of the complaining Party’s written Notice, a senior representative of each Party
(Vice President or above) will meet or participate in a telephone call within five (5) Business
Days of a request for a meeting
or conference call to resolve
the dispute;

19.2.1.4.In the event that the meeting or conference call in subsection
19.2.1.3 above does not resolve the dispute
to each Party’s reasonable satisfaction, the President, Chief Operating
Officer, Senior Vice President or a representative with equal or similar capacity,
will meet or participate in a conference call or meeting
within five (5) Business Days of a request for such meeting or conference call
to discuss a mutually satisfactory resolution of the
dispute;

19.2.1.5. 
If, and only if, such meeting
or conference call in subsection 19.2.1.4 above does not resolve the dispute to each Party’s reasonable
satisfaction, then the Parties may pursue other remedies in law or in equity
as permitted pursuant to this
Agreement.

19.2.1.6. 
Notwithstanding the
foregoing or anything to the contrary, a Party may seek and obtain an
injunction or similar order in the
event that such Party reasonably believes such action is necessary to protect
its interest prior to engaging in the dispute resolution process outlined above.

19.2.2.   
Mediation. Following
a Good Faith Resolution Effort, above, either party may demand mediation on any matter arising from this Agreement. The
party demanding mediation for a Dispute with the Company shall submit a demand
in writing to the Company
at: Attn: Legal,
8500 SW 8^TH Street, Suite 260, Miami, FL 33144. The Company shall notify a User of any Dispute
to the email address on file. The responding party shall have
seven (7) days in which to agree to mediation. Failure to respond by the
close of business on the seventh day shall
permit the demanding party to pursue any permissible remedy at law or equity.
Upon acceptance of the mediation demand,
the parties shall each submit a list of three
(3) proposed mediators within seventy-two (72)
hours of acceptance with mediation to be set not more than thirty
(30) days from the date of acceptance, unless the parties
mutually agree in writing to extend the period. Mediation costs shall be
divided equally between the parties.

19.2.3. 
Litigation as a Final Resort. If the parties cannot resolve the Dispute for any reason, including,
but not limited to, the failure
of either party to agree to enter into mediation
or agree to any settlement proposed by the mediator, any Dispute surviving
after the parties have made good faith efforts to resolve the dispute, may be

filed in a court of competent
jurisdiction in accordance
with the provisions of governing
law set out in this Agreement.

19.3.    
Waiver of Jury Trial and Class Action. EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY AND TO CLASS ACTION IN ANY LITIGATION, ACTION,
PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT
OF, RELATING TO OR IN CONNECTION WITH (1) THIS AGREEMENT
OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF; OR (2) THE ACTIONS OF THE
PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. THE PARTIES AGREE TO BRING
ANY CLAIMS SOLELY ON AN INDIVIDUAL BASIS, AND THAT  
THIS   AGREEMENT   DOES  
NOT PERMIT CLASS ACTION OR ANY
CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE
PROCEEDING.

19.4.    
Confidentiality of Dispute Resolution. Users agree that all offers, promises, conduct and statements, whether
oral or written, made in the course of the dispute
resolution process set out in this Section
by any of the parties,
their agents, employees, experts and attorneys, and by the negotiator, mediator
and any employees
of the negotiation and mediation service, are confidential, privileged
and inadmissible for any purpose, including
impeachment, in any litigation, arbitration, or other proceeding, provided that
evidence that is otherwise admissible
or discoverable will not be rendered inadmissible or non-discoverable as a
result of its use in the dispute resolution set out in this Section.

20.  
Miscellaneous Provisions.

20.1.    
Governing Law and Venue. Florida law governs this Agreement, as well as any claim, cause of
action, or dispute that might arise
between you and Company (“Claim”) without regard to conflict of law provisions.
FOR ANY CLAIM BROUGHT BY OR AGAINST
YOU, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL
AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN
MIAMI-DADE COUNTY, FLORIDA. Any and all disputes arising out of this
Agreement will be addressed exclusively through the courts
in Miami-Dade County, Florida.

20.2.    
Attorney’s Fees. You agree to reimburse or indemnify Company
for any and all legal
fees and costs incurred as a
result of a collections action or any dispute arising from fees owed for
services provided to you by Company or
any User(s), should Company prevail in any lawsuit, settlement, arbitration or
mediation regarding such fees. In the event it becomes
necessary to seek judicial
remedies for any breach or threatened breach
of this Agreement, the prevailing party will be entitled, in addition to all other remedies, to recover from the non-prevailing party all costs of such legal action,
including reasonable attorney’s fees and costs, as well as any attorney’s fees and costs
related to any appeal.

20.3.    
Voluntary Agreement. You agree and acknowledge that you have had sufficient time to
review, negotiate, consider and
consult an attorney about this Agreement. You fully understand all provisions
of the Agreement, and are voluntarily
entering into this Agreement without coercion, undue influence, or based upon
the reliance or representations of any other person or
entity.

20.4.   
Entire Agreement. This Agreement, together with any other documents incorporated by
reference, related exhibits and
schedules, constitutes the sole and entire agreement of the Parties, and
supersedes all prior and contemporaneous
understandings, agreements, representations, and warranties, both written and
oral, with respect to such subject
matter.

20.5.   
Notice. All
notices, requests, consents, claims, demands, waivers and other communications
(each, a “Notice”) must be in writing
and addressed to the Parties. All Notices must be delivered to Company at:
Attn: Legal, 8500 SW 8^TH Street, Suite 260, Miami, FL 33144, and Company agrees
to provide you notice at your email
address on

file. Except as otherwise
provided in this Agreement, a Notice is effective only if (a) the receiving
party has received the Notice and (b)
the party giving the Notice has complied with the requirements of this Section.
For purposes of this Agreement, Notices
and all other communications provided
for in this Agreement will be deemed
to have been duly given (a) on the date of delivery, if delivered by
hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return
receipt requested, postage prepaid, addressed such address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address will be effective only upon
receipt.

20.6.   
Non-Discrimination. Company will not discriminate against any User or potential User
because of race, age, color, religion, disability, sex or national origin.
You acknowledge and agree that Company will have no control over
the employment practices and relations of any Users.

20.7.   
Authorized Representative. By executing
this Agreement, Users affirm that they are authorized to enter into this Agreement.

20.8.   
Agency. You
are not Company’s agent or representative and have no authority to bind or
commit Company to any agreement or other obligations, including but not limited to service
contracts.

20.9.   
Modifications; Waiver. This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed
by each party to the Agreement, and any terms of the Agreement may be waived,
only by a written document signed by each party to this
Agreement, in the case of waiver, by the party or parties waiving compliance.

20.10.    
Assignability. You must not assign any rights, delegate or subcontract any
obligations, under this Agreement without
Company’s prior written consent. Any assignment in violation of the foregoing
must be deemed null and void. Company
may freely assign its rights and obligations under this Agreement at any time.
Subject to the limits on assignment
stated above, this Agreement will inure to the benefit of, be binding on, and
be enforceable against Users and their respective successors and assigns.

20.11.    
Time.
You agree that time is of the essence in this Agreement.

20.12.    
Section Headings; Inconsistency. The section headings used in this Agreement are included solely for convenience and will not affect, or be
used in connection with, the interpretation of this Agreement. In the event
that any inconsistency between the terms of this Agreement and any form, award,
plan or policy of the Company, the terms of this Agreement will govern
and control.

20.13.    
Injunctive Relief. You acknowledge and agree that in the event of a breach or
threatened breach of this Agreement
by you, Company will suffer irreparable harm and will be entitled to, among
other forms of relief, injunctive relief
to enforce Agreement and associated documents.

20.14.    
Time Limitation. Any cause of action by you against the Company, must be instituted
within 90 days of the date upon which the alleged cause of action arises
or be forever waived and barred.

20.15.    
Severability. If any term or provision of this Agreement is found invalid,
illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability must not affect any other term
or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20.16.    
Counterparts. This Agreement may be executed in multiple counterparts, each of which
is to be deemed a duplicate original
and all of which together
constitute one single agreement.