Para's Membership Agreement

THIS MASTER MEMBERSHIP AGREEMENT (“Agreement”) is by and between Para Services, Inc. (“Para”) and you (“Customer”). Para and Customer each is a “Party” and together are the “Parties” to this Agreement.

Please read all the terms and conditions of this Agreement carefully and, if you agree, indicate your acceptance by selecting “I have read and agree to Para's Membership Agreement” or “I have read and accept to All” on the agreement homepage of the Para Platform (as defined below). By selecting “I have read and agree to Para's Membership Agreement” or “I have read and accept to All” Customer is signing this Agreement electronically (Customer's “E-Signature”), and such selection constitutes Customer's legal signature, acceptance and agreement as if this Agreement were actually signed by Customer in writing and the Agreement will be effective as of the date of said selection (“Effective Date”).

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES (AS DEFINED BELOW)

Standard Terms & Conditions

1. Definitions.

1.1 “Affiliate” means, with respect to a Party, a legal entity that is controlled by, controls, or is under common control with that Party. “Control” means ownership of more than 50% of the voting power or ownership interests of the entity or the right to direct or control the management of the entity.

1.2 “Additional Third Party Terms” mean any additional third party terms and conditions applicable to the Service for which Customer has a Membership. The Additional Third Party Terms are part of the Standard Terms.

1.3 “Authorized User” means Customer's employees and individual contractors whose duties require use and access to the Service provided that each individual contractor agrees in writing to comply with the terms of this Agreement.

1.4 “Confidential Information” means proprietary or confidential information of a Party, its Affiliates, Representatives or customers, including, but not limited to, the Services, Site, Documentation, end-user materials, work product, Intellectual Property, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, “know-how,” procedures, financial information or licensing policies.

1.5 “Customer Data” means all data provided by Customer to Para in conjunction with Customer's use of the Services.

1.6 “Documentation” means the instructional manuals and functional specifications that accompany the Services as delivered by Para related to the features, functions, and use of the Services.

1.7 “Fees” means the fees payable by Customer to Para for the Services, including the Healthcare Professional Services, as set forth on the Para Platform at the time Customer posts a Shift, including any applicable Screening Fee, Cancellation Fee, or Surcharge Fee.

1.8 “Healthcare Professional Services” mean the type of healthcare services specific to a particular Shift as stated on the Para Platform for each Independent Contractor to perform for the duration of the Shift.

1.9 “Intellectual Property” means intellectual property rights (including, but not limited to, patents, patent applications, trade secrets, trademarks, trade names, service marks, logos, moral rights, or any other copyrights inherent thereunder, along with any registrations and applications to register, as applicable).

1.10 “Membership” means Customer's right to access and use the Services, as applicable, during the Membership Term.

2. Services and Right to Use.

2.1 Access and Rights of Use. Subject to the terms and conditions of the Agreement, Para grants to Customer a limited, non-exclusive, non-transferable, and non-sublicensable license for Customer and its Authorized Users to access and use the Services solely for Customer's internal business purposes during the Term (defined below).

2.2 Service Delivery. Customer understands and agrees that the Services and Site may be hosted by Para's trusted third party hosting service provider(s) and made accessible by Para to Customer via internet connections pursuant to this Agreement.

3. Confidentiality and Data Protection.

3.1 Each Party agrees to maintain the confidentiality of the other Party's Confidential Information and to use such Confidential Information only for the purposes of performing its obligations under this Agreement.

4. Term and Termination.

4.1 This Agreement shall commence on the Effective Date and continue until terminated in accordance with its terms (“Term”).

5. Fees and Payment.

5.1 Customer shall pay all Fees in accordance with the terms set forth in this Agreement. All Fees are non-refundable unless expressly stated otherwise in this Agreement.

6. Payment Terms.

6.1 Payment Method. Customer shall provide Para with valid, up-to-date, and complete credit card information or other payment method information and hereby authorizes Para to charge such credit card or payment method for all Fees incurred.

6.2 Payment Terms.

• 6.2.1 Customer shall have five (5) business days following completion of each Shift to dispute any charges for such Shift. At the expiration of the five (5) business day period, Customer authorizes Para to charge Customer the applicable Fees for Services rendered on Customer's preferred payment method.
• 6.2.2 If Customer fails to pay any Fees when due, Para (a) will be entitled to charge interest on the amount unpaid from the due date up to the actual date of payment at one and one-half percent (1.5%) per month or the maximum interest rate permitted by law, whichever is lower, (b) may suspend Customer's access to and use of the Services, Para Platform, or Site, and (c) recover any costs of collection, including reasonable attorney's fees.

7. Representations and Warranties.

7.1 Mutual Representations and Warranties. Each Party represents and warrants that it is duly organized and existing and is in good standing and qualified to do business under the laws of any jurisdiction where the ownership of assets or conduct of its business require it to be so qualified.

7.2 Limited Warranty. Para warrants that the Para Platform Services will in all material respects conform to, and will function in substantial conformity with, the applicable Documentation provided by Para to Customer.

8. Indemnification and Limitations of Liability.

8.1 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF EACH PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED IN THE AGGREGATE THE FEES PAID BY CUSTOMER FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.

9. Insurance.

During the Term of this Agreement, Customer shall maintain, at its sole cost and expense, commercial general liability insurance (including coverages for contractual liability and personal injury liability) and professional liability insurance to insure against loss and damages arising out of activities or services.

10. Miscellaneous.

10.1 Notices. All notices, requests, authorizations, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given on the date (a) personally delivered; (b) delivered, if sent by a nationally recognized overnight delivery service; or (c) sent via email, upon receipt of proper confirmation of sending, provided a copy is also sent by U.S. mail.

10.2 Governing Law and Venue. This Agreement and all disputes directly or indirectly related thereto, shall be construed and interpreted in accordance with, and the rights of the Parties will be governed by, the Laws of the State of Texas, excluding its conflicts of laws principles.

10.3 No Agency. The relationship between the Parties created by this Agreement is that of independent contractors, and not joint-venturers, agents, or employees.

10.4 Assignment. Customer may not assign, in whole or in part, this Agreement or any of Customer's obligations specified herein, nor delegate its duties hereunder to any other person without the prior written consent of Para.

10.5 Severability. If any provision of this Agreement, or the application of any such provision to any person, entity, or circumstance is declared judicially to be invalid, unenforceable, or void, such decision will not have the effect of invalidating or rendering unenforceable the remainder of this Agreement.

10.6 Waiver; Remedies. No delay or failure by either Party to exercise or enforce at any time any right or provision of this Agreement shall be considered a waiver thereof or of such Party's right thereafter to exercise or enforce each and every right and provision of this Agreement.

10.7 Force Majeure. Except for payment of fees, neither Party shall be considered in default of this Agreement or liable for or held responsible, for any delays or failures in a Party's performance of its obligations caused by fires, third party labor disputes or strikes, floods, embargoes, war, acts of terrorism or sabotage, quarantine restrictions, insurrection, riots, delays of carriers or suppliers, acts of God or by public enemy, or acts, omissions or other causes beyond a Party's reasonable control.

10.8 Export Restrictions. Each Party shall comply with all applicable export control Laws and regulations with respect to all information and the Services and Software provided under this Agreement.

10.9 Survival. The terms in Sections 4-6, 8-10 will survive termination or expiration of this Agreement.

10.10 Entire Agreement. This Agreement, including any Additional Third Party Terms contains the entire understanding of the Parties hereto with respect to the subject matter hereof and thereof. There are no agreements, understandings, arrangements, promises, covenants, or undertakings (oral or written) other than those expressly set forth herein and therein.

By using Para's services, you acknowledge that you have read, understood, and agree to be bound by this Membership Agreement.