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.