BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE, PRODUCTS, OFFERINGS OR OFFERINGS AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, OR OFFERINGS. THESE TERMS ARE EFFECTIVE ONCE YOU CLICK THE ‘I AGREE’ BUTTON BELOW.

I. ACCEPTANCE OF TERMS

Health Services Link, Inc. (“HSL,” “We,” “Our” and “Us”), provides the healthserviceslink.com website and software application (collectively referred to as “Site and App”), that allows healthcare facilities (“Verified Users”) to provide information and Content on the Site and App for review by potential healthcare and/or other service providers (“Service Providers”) that view the Site and App (“Verified Providers”, “You”, and “Your”) to identify locations where individuals may require services (referred to as “Offerings”), subject to your compliance with the following Terms of Use and Service (“Terms of Use”), as well as any other written agreement(s) between us and you. “Content” is defined as content, text, data, images, photographs, videos, audio, information, suggestions, guidance, and any other materials provided by Verified Users, and made available, or otherwise found on the Site and App, including, but not limited to, Content that is provided in direct response to Verified Provider questions or Verified User postings. You understand and acknowledge that you are solely responsible for providing any services at the locations of your choice, and that you are similarly solely responsible for choosing to render services to any individuals at said locations.

We reserve the right to change these Terms of Use from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms of Use. Your continued use of this Site, App, and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms of Use. As used herein, the term “HSL” shall include HSL’s owners, officers, directors, partners, licensees, assigns, subsidiaries, affiliated companies, suppliers, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and App and/or contents and Offerings available on this Site. Any violation of the Terms of Use, any HSL policy, or our general purpose is strictly prohibited.

II. OFFERINGS

a. Offerings and Disclaimers. HSL provides its Site and App as a platform for Verified Users and Verified Providers to interact with each other in relation to the Offerings. You acknowledge that because the Content posted by Verified Users on the Site and App is created and posted by Verified Users without the editorial review or check for accuracy by HSL, the provision of such Content on HSL’s Site and App does not constitute an opinion, medical advice, or diagnosis and treatment by HSL. Such Content is only provided by Verified Users to assist Verified Providers in identifying potential service locations. You agree that no Content on the Site and App is intended to be, and must not be taken to be, the practice of medicine, dentistry, nursing, or any other professional medical or healthcare advice, or the provision of medical care. YOUR USE OF THE SITE AND APP ARE SOLELY AT YOUR OWN RISK.

HSL is not a health care provider, referral entity, screening service, or consumer ratings service. The Content provided by Verified Users to Verified Providers is for informational and scheduling purposes only. No licensed medical professional/patient relationship is created between any individuals and HSL when either you or any Verified Users use the Offerings or Content.

Any and all medically related information, including, but not limited to, Content and any other information posted on the Site and App, is provided exclusively by Verified Users, and is provided for informational purposes only. Use of the Site or App, and review of any Content available via the Site or App, are not intended as substitute for professional medical advice, diagnosis or treatment. The Site and App are not intended for meeting emergency medical needs or for treatment of a medical emergency.

HSL does not recommend or endorse any specific diagnostic tests, healthcare providers, procedures, treatment, opinions, or other information that may appear in the Content or on the Site and App.

HSL shall not be liable or responsible for any appointments that are canceled or otherwise unfulfilled for any reason, or for any injury or damages resulting therefrom, or for any other injury, damages, or costs resulting from, arising from, or related to, your use of the Site and App and/or Offerings.

By accessing this Site and App, you agree to be bound by these Terms of Use. In the event you are using the Site or any of the Offerings thereon on behalf of any company or other legal entity, you agree to be individually bound by these Terms of Use, regardless of any agreement your company may have with HSL. If you object to any of the Terms of Use contained herein, do not use this Site, App, or any of the Offerings provided thereon or, if applicable, please delete your Account. HSL’s operation of the Site and App are not made for the purpose of causing or securing a fee or other compensation for the referral of patients or individuals to any Verified Providers or Verified Users.

b. Additional Reservation of Rights/No Guarantee. HSL reserves the right to evaluate, improve, amend, or temporarily or permanently discontinue the Site, App, or Offerings, or any content or information thereon with or without providing notification to Verified Providers. You agree that we are not liable to you or any third party for any modification or discontinuance of the Site, App, or Offerings. Although HSL works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site, App, or Offerings. Use of the Site, App, and Offerings is void where prohibited.

c. Temporary Interruptions. You understand and agree that temporary interruptions of the Site, App and Offerings may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any Verified User/Verified Provider communications or personalization settings.

III. ELIGIBILITY FOR USE OF SITE, APP, AND OFFERINGS

By using this Site, App, and Offerings, you represent and warrant that you are: (1) at least eighteen (18) years of age, and (2) you have the legal right, legal authority, and legal capacity to enter into this agreement and to comply with all the Terms of Use. HSL presents its Site and App to individuals who are at least eighteen (18) years of age or older and we will not knowingly collect any information from children under the age of thirteen (13). HSL is not responsible for any misrepresentations made by any Verified Provider in regard to his/her age, qualifications, licensure, and/or training and we reserve the right to terminate the Account of any Verified Provider whom we believe has provided false information to us, to any Verified User, or to any individual.

IV. ACCOUNT TERMINATION, AND FEES

a. Account Access and Termination. Upon your first use of the Site, App, or Offerings, the Terms of Use shall become effective and shall remain in full force and effect during the duration of your use of the Site, App, or Offerings, including the duration that your Account is open, regardless of your activity thereon, subject to the terms and conditions herein. You may terminate your Account at any time by following the instructions regarding how to delete your Account on the “My Account” page If you are unable to terminate your Account on the “My Account” page, please contact us at [email protected] during your pending termination request, you may be asked to provide a reason for your termination. HSL may terminate your Account at any time and will notify you of such termination via the most recent email address you have provided to us. However, HSL is not required to send any such notification prior to termination of your Account. You will not be entitled to any refunds of applicable fees if we terminate your Account due to your breach of the Terms of Use or any other HSL policy as may be amended from time to time. All Account termination decisions are in HSL’s sole discretion and we are not required to provide or communicate any reason for termination. After termination of the Account, the Terms of Use shall remain enforceable against the Verified Provider and, when possible and applicable, all terms and conditions of the Terms of Use shall survive termination.

b. Fees. In order to create and maintain an Account, you must submit payment methods on the Site and App, and agree to be charged a recurring monthly or annual Service Fee, as set forth on the Provider Plan Page or agreement. In the event that your credit card or form of payment is unable to be processed, we will notify you at the email address provided in your Account, and we shall suspend or terminate the Account if we are unable to secure payment after three such notifications. While HSL shall not charge for any healthcare expenses, as described herein, you may directly charge individuals or insurance carriers for any services rendered or to be rendered by you, as well as for any products sold by you. Regardless of whether any individual attends any appointments via the Site and App, said individuals or their respective insurance carriers shall be exclusively and solely responsible for any healthcare expenses, including, but not limited to, any charges or fees for any medical, healthcare, or related services rendered by you. Any disputes between you and any individual or insurance carrier arising from any booking, appointment, or transaction hereunder shall be addressed or resolved strictly between you and the individual or insurance carrier in question.

c. Sole User. You hereby agree that (1) you will be the only user of your Account, (2) no other individuals are authorized to use your Account, and (3) you are responsible for all use of your Account and activity on this Site and/or App. You agree to contact HSL immediately upon discovering or suspecting unauthorized use of your Account; such contact shall be in writing and shall be sent to [email protected].

d. Information Provided by Verified Provider. You agree to provide accurate, truthful, timely, updated and complete information to HSL when creating an Account and using the Site, App, and Offerings. HSL is and shall not be responsible for any claims or disputes related to any incomplete, inaccurate, false, misleading, or untimely information provided by you to us or by any Verified User to us. In regard to any information or content you provide to the Site or to Verified Users of the Site, you represent and warrant that you have the right to use and share such information and content. You hereby agree to irrevocably grant to HSL a perpetual, non-exclusive license to use any and all information or content, information submitted or posted by you to us in any way that we, in our sole discretion, determine to use it.

e. Representations, Warrantees, and Indemnification by Verified Provider. By using your Account, you warrant and represent that you have independently and accurately confirmed and verified the credentials, qualifications, licenses, and competency of any and all individual providers that, as a consequence of, or result of, your use of your Account, and that you assign to provide any services to any individuals at any location. By using your Account, you further warrant and represent that any and all individual providers that you assign to provide any services to any individuals at any location, shall, at all times, have a valid and enforceable service contract with you. By using your Account, you also warrant and represent that any and all individual providers that you assign to provide any services to any individuals at any location, shall, at all times, have any and all insurance coverage necessary and appropriate that is customary in your industry, whether said insurance coverage is secured by you or by the individual provider with whom you have the contract referenced in this paragraph. By using your Account, you further represent and warrant that you shall indemnify and hold HSL harmless from all such claims and liabilities, as more fully set forth in Section VI herein.

f. Login Required for Account. The Account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.

g. Passwords & Security. If you register for an Account on the Site, you agree that you are responsible for maintaining the security and confidentiality of any password assigned to you, and that you are fully responsible for all activities or charges that are incurred to HSL, or any third parties, under your Account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and Account. You are also responsible for logging out of your Account at the end of each session, whether on a personal or public device, and notifying HSL in writing of any actual or suspected unauthorized use of your Account. Our employees will never ask you for your password. Please use all appropriate safeguards and enhanced caution when accessing your Account from a public computer.

h. Verified Provider Conduct and Prohibited Activities. Your use of the Site, App, and Offerings is subject to all applicable laws and regulations and you expressly agree to not:

(1) Share, provide, produce, display, publish or disseminate to others content that:

(a) Is unlawful, threatening, abusive, harassing, defamatory, deceptive, profane, objectionable, offensive, libelous, sexually oriented, racially offensive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;

(b) Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

(c) Is illegal or infringes or violates a Verified User, Service Provider, or other Verified Provider’s rights, promotes illegal activity including copying the copyrighted works of a Verified User, Service Provider or another Verified Provider, or provides instructional information about illegal activities;

(d) Is inaccurate, false, out-of-date or misleading, including profile images that are not your likeness or misrepresenting your current or previous employment and qualifications;

(e) Is harmful or threatening to the safety of Verified Users, other Verified Providers, Service Providers, or HSL;

(f) Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, and/or otherwise promotes racism, bigotry, hatred or physical harm against any individual or group of individuals;

(g) Consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

(h) Contains any restricted, password only, or hidden pages or images;

(i) Contains any material targeted at individuals under the age of eighteen (18), including, but not limited to, material that exploits such individuals in a sexual or violent manner or solicits personal information from them;

(j) Requests passwords, Account information, or personally identifying information for any commercial or unlawful purposes from any Verified User, Service Provider, or other Verified Provider;

(k) Engages in commercial activities and/or sales without HSL’s prior written consent including, but not limited to, contests, sweepstakes, bartering, advertising and pyramid schemes; and

(l) Contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party.

(2) Impersonate any Verified User, Service Provider, other Verified Provider, or entity or create an Account for anyone other than a natural person;

(3) Harass others in any way, including stalking;

(4) Expressly state or imply that any statements you or others make are endorsed by HSL unless you have the prior written consent of HSL;

(5) Use any software, application, program, device or process, including the use of any robot or spider, to gather, catalog, or in any way duplicate or circumvent the structure or appearance of the Site or Offerings;

(6) Post, distribute, duplicate, infringe, remove, or otherwise use any copyrighted materials, trademarks, brands, logos or other proprietary information or notices without obtaining the prior written consent of the owner of such rights;

(7) Disrupt or interfere in any way with the Site or the Offerings or any of the servers or networks connected to the Site or the Offerings;

(8) Utilize or copy any information or content to provide any service that is competitive, in HSL’s sole discretion, with HSL or access the Site or Offerings for any competitive purpose including monitoring availability, performance or functionality;

(9) Share, provide, produce, display, publish or disseminate to others any material that contains any sort of virus or any files or programs that are designed to disrupt, destroy or reduce the functionality of the Site, Offerings, any software, hardware, and/or equipment;

(10) Share any Verified User’s, Service Provider’s or third party’s information without such Verified User’s, Service Provider’s or third party’s express permission;

(11) Disguise the origin of any information transmitted via the Site or Offerings;

(12) Direct any person to the Site by using meta tags, code, or any other devices including any reference to the Site or Offerings to for any reason whatsoever;

(13) Remove, cover or otherwise obscure any form of advertisement included on the Site;

(14) “Frame” or “mirror” any part of the Site or Offerings without our prior written authorization;

(15) Alter, adapt, sublicense, translate, sell, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for any portion of the Site or Offerings or any other software used on or for the Offerings or Site; and/or

(16) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of this Site, or attempt to gain access to other network or server via your Account on this Site, or otherwise override or attempt to override any security component on the Site or Offerings.

i. Reservation of Rights as to Account. HSL reserves the right to investigate and take any and all appropriate legal action against any Verified Provider who violates the above provisions, including, without limitation, the right to suspend or terminate the Account of any such Verified Provider. The above list is not an exhaustive or all-inclusive list of activities for which a Verified Provider’s Account may be suspended or terminated.

j. No Joint Venture/No Physician/Patient Relationship. HSL does not serve as an Employer, Supervisor, or Principal of any Verified User, Verified Provider, or Service Provider using our Site and App and Verified Users/Verified Providers/Service Providers are in no way legally affiliated with HSL, other than as may be described by the Terms of Use. You agree that neither you, nor HSL, intend to create a business relationship or physician/patient relationship and thus no such relationships are created by your use of the Site, App, or Offerings. HSL expressly disclaims any liability arising between (1) Verified Users and Verified Providers, (2) Verified Providers and Service Providers, and (3) Verified Providers and any individuals, insurance carriers, or other third parties.

k. Account Status. Until and unless you terminate your Account, such Account will remain open for an indefinite period of time, subject to the terms herein. If you decide to terminate your Account, you will not receive any refund of fees, including, but not limited to, any fees charged by third parties. By creating an Account, you authorize HSL to receive a fee as described in these Terms Of Use and in the Provider Plan page or as per agreement, and which shall be applied to any credit care or form of payment maintained in the Account.

l. Miscellaneous. As a Verified Provider, you agree to:

(1) Comply with all applicable local, state, federal and international laws, rules, and regulations, including, but not limited to, tax laws, privacy laws, intellectual property law, and criminal laws;

(2) Provide truthful, accurate and updated information;

(3) Review and comply with these Terms of Use, along with all other applicable policies and notices concerning the Site, App, and Offerings; and

(4) At all times while using the Site, App, and Offerings, acting professionally and responsibly.

V. INTERACTIONS AND TRANSACTIONS WITH VERIFIED USERS, INDIVIDUALS, INSURANCE CARRIERS, OR THIRD PARTIES

a. Interactions and Transactions with Verified Users. You are solely responsible for all interactions with Verified Users, Service Providers, and any individuals, insurance carriers, or other third parties. Verified Providers agree to make their own decisions regarding any decisions they make, service locations they select, or any service offers they make, and further recognize that HSL does not independently verify any information provided by Verified Users on the Site or by Verified Users to Verified Providers or by Service Providers to Verified Providers. You hereby represent, understand and expressly agree that HSL does not have liability for or control over your authenticity, integrity, experience, qualifications, certifications, license status, competence, abilities or responsibility, and therefore expressly agree to indemnify and hold harmless HSL from any and all damages, suits, claims or controversies whatsoever arising from any relationship, payment, transaction, or treatment rendered by you to any individual or third party, arising out of use of the Site, App, and Offerings.

VI. GENERAL DISCLAIMER

ALL CONTENT AND OFFERINGS ON THIS SITE AN APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

HSL MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OR PROFESSIONAL SERVICES, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFITS INFORMATION, OR ANY OTHER CONTENT AVAILABLE ON THE SITE OR APP. UNDER NO CIRCUMSTANCES AND IN NO EVENT SHALL HSL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY CONTENT ON THE SITE OR APP THAT HAS BEEN CREATED AND/OR POSTED BY A VERIFIED USER OR SERVICE PROVIDER. HSL DOES NOT IN ANY WAY ENDORSE OR RECOMMEND ANY VERIFIED USER OR SERVICE PROVIDER THAT POSTS CONTENT ON THE SITE OR APP, OR RECOMMEND ENGAGEMENT WITH OR COMMUNICATION WITH ANY VERIFIED USER, SERVICE PROVIDER, INDIVIDUAL, OR THIRD PARTY.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE AVAILABLE, EFFECTIVE, ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS, OR (E) COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, DOCUMENTATION, INFORMATION, PRODUCTS, OFFERINGS, OR OFFERINGS WHICH ARE PART OF THE HSL WEB SITE AND APP.

THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.

THE USE OF THE OFFERINGS OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

NO VERIFIED PROVIDER SHOULD RELY ON HSL’S SITE, APP, OR OFFERINGS, OR THE CONTINUATION OF THE SITE, APP, OR OFFERINGS. HSL DOES NOT MAKE ANY WARRANTY REGARDING THE COMPANY WEB SITE, APP, OR OFFERINGS, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION, OR ANY OFFERINGS OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE HSL WEB SITE, APP, AND OFFERINGS.

IN NO EVENT WILL HSL, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE TO VERIFIED PROVIDER FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY THE HSL WEB SITE, APP, OFFERINGS, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE DOCUMENTATION, OR ANY ERRORS OR OMISSIONS IN THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION, EVEN IF HSL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NEITHER HSL, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS, SHALL BE LIABLE FOR DAMAGES TO ANY VERIFIED PROVIDER CAUSED BY (1) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE MATERIALS, THE SOFTWARE, THE CONTENT OR THE DOCUMENTATION, OR (2) BY ANY AND ALL ACTS OR OMISSIONS BY ANY VERIFIED USERS, OTHER VERIFIED PROVIDERS, SERVICE PROVIDERS, INDIVIDUALS OR OTHER THIRD PARTIES.

HSL HAS NO OBLIGATION TO VERIFY THE IDENTITY OF INDIVIDUALS OR ENTITIES SUBSCRIBING TO ITS OFFERINGS, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF OFFERINGS BY VERIFIED USERS, SERVICE PROVIDERS, OR VERIFIED PROVIDERS. THEREFORE, HSL DISCLAIMS ANY AND ALL LIABILITY FOR IDENTITY THEFT OR OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. HSL IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY VERIFIED USER, SERVICE PROVIDER, OR OTHER VERIFIED PROVIDER OF THE SITE OR OFFERINGS. HSL ASSUMES NO RESPONSBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATIONS OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, VERIFIED USER/VERIFIED PROVIDER/SERVICE PROVIDER COMMUNICATIONS, NOR IS IT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTIONS WHATSOEVER INCLUDING, BUT NOT LIMITED TO, MALFUNCTIONS OF TELEPHONE NETWORKS OR LINES, COMPUTER ONLINE SYSTEMS, FIBER OPTIC CABLES, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, HARDWARE, SOFTWARE, FAILURE OF EMAIL, OR TRAFFIC CONGESTION ON THE INTERNET OR ANY WEBSITE. SUCH TECHNICAL MALFUNCTIONS ALSO INCLUDE DAMAGE OR INJURY TO YOUR OR ANY OTHER PERSON’S COMPUTER OR DEVICE RELATING TO OR RESULTING FROM PARTICIPATION IN OR USE OF THE HSL SITE OR OFFERINGS. HSL AND ITS AFFILIATES, ADVERTISERS, PROMOTERS, OR DISTRIBUTION PARTNERS WILL IN NO WAY AND UNDER NO CIRCUMSTANCES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SITE OR OFFERINGS, WHETHER ONLINE OR OFFLINE. HSL DOES NOT CONTROL OR REVIEW VERIFIED USER, SERVICE PROVIDER, OR VERIFIED PROVIDER CONTENT FOR ACCURACY AND WE PROVIDE NO EXPRESS WARRANTIES OR REPRESENTATIONS. IF YOU BECOME DISSATISFIED OR ANY IN WAY HARMED BY THE SITE OR OFFERINGS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR ACCOUNT IN ACCORDANCE WITH THE SECTION ENTITLED “ACCOUNT ACCESS AND TERM,” (PARAGRAPH IV(A)).

HSL IS NOT RESPONSIBLE FOR ANY COMMUNICATIONS OCCURING ON THE SITE OR AS A RESULT OF ANY OF THE OFFERINGS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE DELIVERY OF ANY MESSAGES. ANY MATERIAL, SERVICE OR TECHNOLOGY DESCRIBED OR USED ON THE SITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO HSL.

UNDER NO CIRCUMSTANCES SHALL HSL BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND APP AND/OR THE OFFERINGS, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE CLAIMS BY INDIVIDUALS AGAINST VERIFIED USERS, SERVICE PROVIDERS, OR VERIFIED PROVIDERS SELECTED OR UTILIZED BY INDIVIDUALS OR THIRD PARTIES THROUGH THE USE OF THE SITE AND APP AND/OR THE OFFERINGS, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS HSL FROM AND AGAINST ANY AND ALL CLAIMS, LOSS, EXPENSE OR DEMAND OF LIABILITY, INCLUDING ATTORNEY’S FEES AND COSTS INCURRED BY HSL IN CONNECTION WITH ANY CLAIM BY ANY USER OR BY ANYTHIRD PARTY ARISING OUT OF (A) YOUR FAILURE TO COMPLY WITH THESE TERMS OF USE IN ANY WAY, AND (B) ANY ACTIVITY IN WHICH YOU ENGAGE ON OR THROUGH THE SITE OR OFFERINGS. YOU FURTHER AGREE THAT YOU WILL REASONABLY COOPERATE IN THE DEFENSE OF ANY SUCH CLAIMS. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

HSL WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, GENERAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS OF USE OR ANY VIOLATION THEREOR OR ANY CONDUCT OF YOU, ANY BUSINESS, OR ANYONE ELSE IN CONNECTION WITH THE USE OF SITE, APP, OR OFFERINGS, INCLUDING, BUT NOT LIMITED TO, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS, MEETINGS, OR TRANSACTIONS WITH ANY USER, BUSINESS, OR OTHER PERSONS YOU MEET OR INTERACT WITH THROUGH THE SITE, APP, OR OFFERINGS.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.

VII. LIMITED LICENSE

HSL grants you a limited, revocable license and right to access, view information on, and use the Site and App; such license will be revoked if you breach the Terms of Use and/or if your Account is terminated for any reason. You may not assign or sublicense such license or rights to any third party. All rights not expressly granted in these Terms of Use are expressly reserved by HSL without limitation.

VIII. NOTICE OF PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY

a. Proprietary Rights. HSL owns and retains proprietary rights in the Site, App, and Offerings, except for Content posted or owned by Verified Users, Service Providers or Verified Providers. Except for Content posted or owned by Verified Users, Service Providers, or Verified Providers, all content, software, text, data, graphics, images, data, HTML, photographs, videos, designs, sounds, and any other content (“HSL’s Proprietary Material”) on the Site, App, and Offerings, and the coordination, selection, arrangement and enhancement of such HSL’s Proprietary Materials is deemed a Collective Work under the United States Copyright Act, as amended, is owned by or licensed to HSL. All of HSL’s Proprietary Rights are and shall be protected in all forms and through all media and technologies now known or hereinafter developed.

b. Website Content. For purposes of these Terms of Use, “website content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned or posted by Verified Users, Verified Providers, or Service Providers and/or which is owned or posted by HSL or its Affiliates. By accepting these Terms of Use, you agree that all content presented to you on this Site is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of VERIFIED USERS, SERVICE PROVIDERS, or other Verified Providers, or of HSL or its Affiliates.

c. Limitations on Use of Website Content. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any Content or website content from this Site and App in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Site, App, or Offerings’ content violates intellectual property interests of VERIFIED USERS, SERVICE PROVIDERS, or other Verified Providers, and/or HSL or its Affiliates and could result in criminal or civil penalties.

d. Prohibitions. VERIFIED PROVIDERS are prohibited from copying, downloading, using, redesigning, reconfiguring, or retransmitting any of HSL’s Proprietary Rights without HSL’s prior express written permission, unless such use falls under an exception. VERIFIED PROVIDERS are prohibited from posting, sending, sharing, or distributing any materials or content that they do not own or have permission to use. In addition to the discontinuation or termination of the ability to access functional services or Offerings, violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and civil or criminal penalties. The Site, App, and Offerings contain materials protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws and any use of HSL’s Proprietary Material is expressly prohibited without the prior permission of HSL or the relevant right holder or as otherwise permitted therein. VERIFIED PROVIDER further agrees to abide by all copyright notices and restrictions attached to the Site and/or any Materials, Software and/or website content accessed on the HSL Site, App, and Offerings, not to alter the Site, App, and/or the Materials, Software and/or the website content in any way, and not to alter or remove any trademark, copyright or any other notice from copies of Site, App, and/or the Materials, the Software and/or the website content.

e. Copyright. The Site and App, including all content provided on the Website, is protected by United States and international copyright, trade secret or other intellectual property laws and treaties.

f. No Warranty for Third Party Infringement. HSL does not warrant or represent that your use of materials displayed on, or obtained through, this Site and App will not infringe the rights of third parties.

IX. MISCELLANEOUS PROVISIONS

a. Limitations On Use. HSL reserves the right to place limitations on your access to the Site, App, and Offerings in order to conduct maintenance and updates to the Site and to enforce the Terms of Use. Such limitations may be enforced at our sole discretion. You agree to contact our Customer Service department at [email protected]. with any concerns you have over any limitations on placed on your use of the Site and App and you agree to abide by any determinations made by HSL in this regard.

b. Notification of Acts Contrary to Terms of Use. If you believe that you are entitled or required by law to act contrary to these Terms of Use, you agree to provide HSL with a comprehensive written explanation at least thirty (30) days before you engage in any act(s) contrary to these Terms of Use. If we receive such notice in a timely fashion, we may, at our sole discretion, provide an alternative remedy for the situation, though we are not required to do so.

c. Notifications and Service Messages. If the Terms of Use are modified, or any other relevant changes are made in regard to the Site, App, or Offerings, we may provide notice on the Site or by placing a notice on the Terms of Use. We may alternatively send you an email, at the email address on record with your Account, to notify you of such changes and modifications. You further agree that we may communicate with you regarding your access to the Site and App or regarding your Account through any other means including, but not limited to, email, mobile number, telephone, text message, or via delivery services including the postal service. You agree that HSL shall not be subject to any liability related to or arising from your failure to maintain current and accurate contact information including, without limitation, your failure to receive critical updates regarding the Site, App, or Offerings.

d. Applications. HSL may present Offerings, services, and products through various applications, including applications on smart phones, iPads and similar devices, and interactive plugins distributed on other websites (“Applications”). Upon first use of such Applications, you agree to these Terms of Use and any other agreements required to download the Applications. You also agree that such information as the device on which you access the Applications, your mobile carrier, internet access provider, physical location, and geographical location may be communicated to us. If you change telephone numbers or deactivate your mobile Account, please ensure that you update your Account information to reflect such a change. Failure to do so is solely your responsibility, as will is your responsibility for any and all charges or fees related to your use of the Applications on your mobile device(s).

e. Governing Law and Venue. These Terms of Use and any dispute between you and HSL shall be governed by and construed in accordance with the laws of the state of Florida without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. Copyright issues are an exception, as copyright is governed by the laws of the United States. Venue for all litigation, including copyright issues, is proper in federal and state courts located in Miami-Dade County, Florida.

g. International Use. Although this Site, App, and Offerings may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site, App, or Offerings from other locations do so on their own initiative and at their own risk. If you choose to access this Site, App and Offerings from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this Site is void where prohibited.

h. Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE OFFERINGS, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use or the Agreement

i. Customer Service. HSL provides assistance to its Verified Providers through its customer care representatives. Communications between you and our customer care representatives may be recorded for quality assurance purposes and you are prohibited from being abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise inappropriate toward our customer care representatives. We reserve the right to immediately terminate your Account, and you will not be entitled to any refund, if we, in our sole discretion, feel that you have mistreated our customer care representatives in any way.

j. Savings Clause. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

k. No Waiver. Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

l. Entire Agreement These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Site and App is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

EFFECTIVE DATE: 09/26/18