TERMS OF SERVICE – CORPORATE SAAS PLATFORM

Effective: October 18, 2020

Thank you for your interest in On Demand Care Corp’s Back-up Care Employee Benefit Platform. This Terms of Service agreement (“Agreement”) constitutes a binding agreement between On Demand Care Corp. (“On Demand Care Corp,” “we,” “us” or “our”), and you or the company or legal entity you represent (“You” or “Customer”) and governs the access to and use of the Sites (as defined in Section 1) and the Hosted Services (as defined in Section 1) by You and your Authorized Executives (as defined in Section 1). This Agreement is effective on the date of your acceptance (“Effective Date”). This Agreement does not alter in any way the terms or conditions of any other agreement You may have with On Demand Care Corp regarding any services, products, or otherwise.

By registering for an On Demand Care Corp account, purchasing a Subscription Plan (as defined in Section 1), or accessing and using the Hosted Services, You agree to be bound by this Agreement and all terms incorporated by reference. If You are using the Hosted Services as a representative of a company or other legal entity, You represent and warrant that You are authorized to bind such company or entity to this Agreement, in which case the terms “You” and “your” will also refer to such company or entity. If You are using the Hosted Services as a Authorized Executive, the terms of this Agreement that apply only to the individual or entity who administers and manages the Corporate Platform will not apply to You. If You do not agree to all of the term applicable to You under this Agreement, do not access or use the Sites or Hosted Services.

Unless expressly stated otherwise by On Demand Care Corp, any new features, new services, enhancements, or modifications to the Sites or Hosted Services implemented after your initial access shall be subject to this Agreement. This Agreement may be updated by us from time to time without notice to you. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access of the Sites or Hosted Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

SECTION 1. DEFINITIONS

1.1. “Applicable Laws” means applicable federal, state, regional, local, or foreign laws, regulations, rules, codes, judgments, and orders.

1.2. “Authorized Executives” means the individuals who You authorize to create a User Account and invite to join, access, and use the Corporate Platform and the Hosted Services.

1.3. “Billing Period” means the recurring billing period during which You will be charged the Fees throughout the term of this Agreement

1.4. “Corporate Platform” means the private On Demand Care Corp Corporate Platform on the Hosted Services dedicated for use by You and your Authorized Executives. The Corporate Platform is administered and managed by You via your Corporate Platform Account.

1.5. “Corporate Platform Account” means your administrative Corporate Platform account that allows You to administer, manage, and use the Corporate Platform. The Corporate Platform Account is linked to your unique email address.

1.6. “Customer Content” means the documents, files, folders, information, data, text, photos, videos, graphics, and other items, content, and materials created, uploaded, posted, or stored on the Corporate Platform or the Sites by You or your Authorized Executives.

1.7. “Documentation” means the user guides, manuals, videos, tutorials, webinars, and other information, documentation, and materials made available by On Demand Care Corp.

1.8. “Feedback” means the questions, comments, suggestions, feedback, ideas, plans, notes, drawings, original, or creative materials or other information or materials about On Demand Care Corp, the Sites, Hosted Services, or Documentation that You or your Authorized Executives submit to On Demand Care Corp.

1.9. “Fees” means the fees for your Subscription Plan, together with any other fees applicable to your use of the Hosted Services.

1.10. “Hosted Services” means the project management applications, services, tools, features, and functionality made available through the Sites, including associated hosting, cloud storage, and data processing services. The Hosted Services include the Corporate Platform.

1.11. “Site Materials” means all content, information, and other materials contained in the Sites, Hosted Services, and Documentation, including the On Demand Care Corp logo and all designs, text, graphics, pictures, information, data, software, sound files, and other files, and the selection and arrangement of any of the foregoing.

1.12. “Sites” means, collectively, the On Demand Care Corp websites and mobile applications.

1.13. “Subscription Plan” means the subscription plan You select and subscribe to pursuant to this Agreement.

1.14. “User Accounts” means the user accounts created by Authorized Executives after such Authorized Executives receive an invitation to join the Corporate Platform from You. Each User Account is linked to a unique email address of a Authorized Executive and, once created, may be used by the Authorized Executive to access and use the Corporate Platform and the Hosted Services.

SECTION 2. PRIVACY POLICY

The personal information you provide to On Demand Care Corp is governed by the On Demand Care Corp Privacy Policy. For more information about how On Demand Care Corp collects, uses, and shares information about users of the Sites and Hosted Services, please refer to the On Demand Care Corp Privacy Policy.

SECTION 3. FREE TRIALS

3.1. Registration. From time to time, we may offer a free trial of the Hosted Services that will allow You to access and use certain features and functionalities of the Hosted Services on a trial basis, free of charge, for a limited period of time (“Free Trial”). If You register for a Free Trial, this Agreement and any additional terms and conditions to which You agree during the registration process for your Free Trial will govern your access to and use of the Hosted Services during your Free Trial period. Any additional terms and conditions applicable to your Free Trial are incorporated by reference into this Agreement.

3.2. Free Trial Period. When You register for a Free Trial, the term of your Free Trial will continue until the earlier of (a) the end of the Free Trial period for which You registered or (b) the date after You register for your Free Trial on which You purchase a Subscription Plan to the Hosted Services.

3.3. Availability of Customer Content. You acknowledge and agree that any Customer Content that You create, upload, post, or store on the Corporate Platform or on the Sites during your Free Trial may not be available to You after the date on which your Free Trial expires, unless You purchase a Subscription Plan within 30 days of the expiration of your Free Trial. You may export certain Customer Content that You create, upload, post, or store on the Corporate Platform or on the Sites during your Free Trial prior to the date on which your Free Trial expires, or as otherwise permitted by us. We reserve the right to permanently delete the Customer Content that You create, upload, post, or store on the Corporate Platform or on the Sites during your Free Trial after 30 days following the expiration of your Free Trial.

3.4. Disclaimer. NOTWITHSTANDING SECTION 10 OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE HOSTED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS DURING THE FREE TRIAL, WITH ALL FAULTS, DEFECTS, AND ERRORS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ON DEMAND CARE CORP HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES, HOSTED SERVICES, DOCUMENTATION, SITE MATERIALS, AND CUSTOMER CONTENT AND ANY OTHER MATTERS UNDER THIS AGREEMENT IN CONNECTION WITH YOUR USE OF THE HOSTED SERVICES DURING YOUR FREE TRIAL.

SECTION 4. HOSTED SERVICES

4.1. Services. On Demand Care Corp will make the Hosted Services included in the Subscription Plan available to You and your Authorized Executives pursuant to this Agreement.

4.2. License to the Hosted Services. Subject to the terms and conditions of this Agreement, On Demand Care Corp grants You a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Hosted Services included in your Subscription Plan solely for your internal use in the regular course of your business. This license includes the right for You to permit your Authorized Executives to access and use the Corporate Platform and the Hosted Services pursuant to your Subscription Plan. The maximum number of Authorized Executives permitted to access and use the Corporate Platform may not exceed the number of Authorized Executive seats included in your Subscription Plan or otherwise purchased by You.

4.3. Documentation. On Demand Care Corp may make certain Documentation available on the Sites or the Hosted Services. You and your Authorized Executives may use the Documentation solely in connection with your use of the Hosted Services pursuant to this Agreement.

4.4. Restrictions and Limitations. Neither You nor your Authorized Executives may use the Hosted Services or Documentation in any manner or for any purpose other than as expressly permitted in this Agreement. Without limiting the foregoing, the rights granted to You and your Authorized Executives in Sections 4.2 and 4.3 do not include or authorize You or your Authorized Executives to (a) enable any third party to access or use the Corporate Platform or the Hosted Services; (b) modify or create any derivative work based upon any part of the Sites, Hosted Services, Documentation, or Site Materials; (c) distribute, copy, license, rent, or sell any part of the Sites, Hosted Services, Documentation, or Site Materials to any third party; (d) grant any sublicense or other rights to the Hosted Services to any third party; (e) reverse engineer, disassemble, or decompile all or any portion of, or attempt to discover or recreate the source code for, the Sites, Hosted Services, Documentation, or Site Materials; (f) use any data mining, robots, or similar data gathering or extraction methods; (g) download (other than the page caching) of any part of the Sites, Hosted Services, Documentation, or Site Materials, or any information contained therein, except as expressly permitted on the Hosted Services; (h) remove, obscure, or alter any proprietary rights notices related to the Sites, Hosted Services, Documentation, or Site Materials; (i) engage in or permit any infringing or unlawful activities involving the Sites, Hosted Services, Documentation, or Site Materials; (j) develop a product or service competitive with the Hosted Services; or (k) engage in or permit any use, reproduction, distribution, disposition, possession, disclosure, sale, or other activity involving any part of the Sites, Hosted Services, Documentation, or Site Materials that is not expressly authorized under this Agreement or otherwise in writing by On Demand Care Corp.

4.5. Professional Services. On Demand Care Corp may provide implementation, training, consulting, or other professional services to You as may be agreed upon by You and On Demand Care Corp from time to time during the term of this Agreement and pursuant to a separate written agreement entered into and signed by both parties.

SECTION 5. USE OF HOSTED SERVICES

5.1. Provision of the Hosted Services. On Demand Care Corp will (a) provide You with technical and other support services for the Hosted Services in accordance with the support package included in your Subscription Plan or otherwise purchased by You and as further described on our Pricing page; and (b) use commercially reasonable efforts to make the Hosted Services available to You in accordance with our Service Level Agreement, except for scheduled downtime and any unavailability caused by circumstances beyond the reasonable control of On Demand Care Corp such as acts of God, floods, fires, earthquakes, or other natural disasters, acts of terror, civil disturbances, Internet service provider failures or delays, or failures or delays caused by issues with the facilities, equipment, or services maintained by You and necessary for your access to and use of the Hosted Services.

5.2. Your Responsibilities. You and your Authorized Executives will be responsible for (a) ensuring that only You and your Authorized Executives are permitted to access and use the Corporate Platform; (b) ensuring that all access to and use of the Hosted Services by You and your Authorized Executives comply with this Agreement; (c) all Customer Content; (d) all actions taken via the Corporate Platform Account and the User Accounts on the Corporate Platform and the Hosted Services and the security of all user credentials associated with the Corporate Platform Account and User Accounts; and (e) providing, installing, and maintaining, at your own expense, any and all equipment, facilities, and services necessary for You and your Authorized Executives to access and use the Hosted Services.

5.3. Customer Content. You and your Authorized Executives may create, upload, post, and store Customer Content on the Corporate Platform, which may be viewable by You and other Authorized Executives. You and each of your Authorized Executives will not create, upload, post, or store any Customer Content that (a) may create any liability, violate any Applicable Laws, or result in any harm or injury to On Demand Care Corp or any third party; (b) involves the publication of any material or content that is false, defamatory, untruthful, unlawful, harassing, or obscene; (c) violates any privacy rights of any third party or promotes bigotry, racism, hatred, or harm; (d) constitutes an infringement of any intellectual property or proprietary rights of any third party; or (e) contains any software viruses, corrupted data, or other harmful, malicious, disruptive, or destructive files or content. In addition to the other rights afforded to On Demand Care Corp under this Agreement, On Demand Care Corp reserves the right, but has no obligation, to take remedial action if any Customer Content materially violates any of the terms of this Agreement, which may include the removal or disablement of access to such Customer Content, without any liability to You or any of your Authorized Executives.

5.4. Customer Conduct. In connection with access to and use of the Hosted Services, You and each of your Authorized Executives will not (a) engage in any activities that could create any liability, violate any Applicable Laws, or result in any harm or injury to On Demand Care Corp or any third party; (b) attempt to circumvent any content-filtering techniques or security measures On Demand Care Corp employs, or attempt to access any features or areas of the Sites or Hosted Services that You and your Authorized Executives are not authorized to access; (c) engage in any unlawful, harassing, intimidating, predatory, or objectionable conduct on the Hosted Services; (d) develop any third-party applications or services that interact with the Sites or the Hosted Services without On Demand Care Corp’s prior written consent; (e) use the Sites or the Hosted Services for any illegal or unauthorized purpose or engage in, encourage, or promote any activity that violates the terms or conditions of this Agreement; (f) infringe or violate any intellectual property or proprietary rights of any third party; (g) create, upload, post, or store any Customer Content that contains any software viruses, corrupted data, or other harmful, malicious, disruptive, or destructive files or content on the Hosted Services; or (h) create, upload, post, or store any Customer Content that contains any private or personal information of a third party without such third party’s consent.

5.5. Feedback. You and your Authorized Executives may submit Feedback to On Demand Care Corp at any time. Feedback, whether submitted through the Sites or the Hosted Services or otherwise, is non-confidential. On Demand Care Corp will own all rights in and to the Feedback, including all intellectual property rights, and will be entitled to the use such Feedback for any purpose, without acknowledgment or compensation to You or your Authorized Executives.

SECTION 6. FEES AND PAYMENT TERMS

6.1. Fees. You will pay all Fees to On Demand Care Corp for the Hosted Services. All Fees are payable in United States dollars. Information regarding the Fees and your Subscription Plan are accessible via the Billing Summary located in the Billing section of your Corporate Platform Account. Following the Effective Date, You may manage or upgrade your Subscription Plan via your Corporate Platform Account. You agree to pay all Fees associated with any upgrades made by You via your Corporate Platform Account. Unless otherwise agreed by the parties in writing, (a) all Fees are based on your Subscription Plan and not on actual usage; (b) your payment obligations and Subscription Plan are non-cancelable; (c) all Fees paid are non-refundable; and (d) you may not downgrade your Subscription Plan during the term of your Subscription Plan.

6.2. Proration. At initial purchase, the Fees associated may be prorated to cover the number of days from date of purchase to the end of the applicable Billing Period.

6.3. Changes to Fees. On Demand Care Corp may change the Fees with not less than 30 days’ prior notice to You; provided, that (a) any increase in the annual Fees for your Subscription Plan will not be effective until the first anniversary of the Effective Date and (b) any such increase in Fees will not exceed 5% of the Fees in effect during the period prior to such increase (unless the Fees applicable during such prior period were subject to a promotion or discount provided to You by On Demand Care Corp, in which case such increase in Fees may exceed 5%). Any change in the Fees will take effect on the first Billing Period after the 30 day notice period has expired.

6.4. Payment. You will be charged on a recurring basis for the Fees set forth in the Billing Summary of your Corporate Platform Account. You may set up recurring automatic payments for the Fees in the Billing and Purchasing section of the Billing Summary by designating and maintaining a valid payment method (e.g., credit card or debit card). For recurring automatic payments, (a) You authorize On Demand Care Corp, or a third-party payment processor of On Demand Care Corp, to charge your designated payment method for the amount of the Fees applicable to each Billing Period on the first day of such Billing Period for the duration of the term of this Agreement; and (b) You must maintain a valid designated payment method at all times during the term of this Agreement. You may revoke your authorization for future automatic recurring payments at any time by modifying your payment options in the Payment Settings section of the Billing Summary. Any Fees not paid when due will bear interest at the rate of 1.5% per month or the maximum rate permitted by Applicable Law, whichever is less, computed and compounded daily until the date paid. You will reimburse On Demand Care Corp for any costs and expenses (including reasonable attorneys’ fees) incurred by On Demand Care Corp associated with collecting any overdue payments.

6.5. Invoices. If On Demand Care Corp invoices You for the Fees applicable to a Billing Period, You will pay all Fees set forth in the invoice within 15 days of your receipt of the invoice or by such later payment due date as may be set forth by On Demand Care Corp in the invoice.

6.6. Taxes. The Fees and other amounts payable to On Demand Care Corp under this Agreement do not include any taxes, customs, duties, fees, or other amounts assessed or imposed by any governmental authority, including VAT and applicable sales tax. You are responsible for paying all taxes applicable to the Hosted Services (other than taxes imposed on On Demand Care Corp’s net income). You will pay or reimburse On Demand Care Corp for all such amounts on demand or provide certificates or other evidence of exemption.

6.7. Payment Disputes. If You dispute any Fees due during a Billing Period, You must provide written notice to On Demand Care Corp within 30 days from the payment due date with an explanation of the nature of the dispute. Unless On Demand Care Corp receives a written notice of the dispute within such time period, the Fees due for such Billing Period will be deemed correct and payable in full by You.

SECTION 7. TERM AND TERMINATION

7.1. Term. The term of this Agreement will commence on the Effective Date and will continue until this Agreement is terminated by a party pursuant to this Section 7 or as mutually agreed upon by the parties.

7.2. Term of Your Subscription Plan. The term of your Subscription Plan will commence on the date You purchase the Subscription Plan and will continue for the subscription term applicable to your Subscription Plan as specified at the time You make your purchase. If You upgrade or make changes to your Subscription Plan, such upgrade or changes may affect the term of your Subscription Plan. Any promotions, extensions or additional periods applicable to your Subscription Plan and provided to You by On Demand Care Corp, in our sole discretion, will be deemed to be included in the term of your Subscription Plan.

7.3. Auto-Renewal of Your Subscription Plan. The term of your Subscription Plan will automatically renew for successive subscription terms unless You provide us with written notice of non-renewal at least 30 days prior to the end of your then current subscription term.

7.4. Termination. If either party commits a material breach of this Agreement, the other party may give the breaching party written notice of the breach. Unless otherwise agreed by the parties in writing, the term of this Agreement will terminate immediately if the breaching party does not cure such breach within 30 days after its receipt of such written notice. In addition, On Demand Care Corp may terminate this Agreement, at any time and in our sole discretion, by providing notice to You through the Sites or the Services.

7.5. Effect of Termination. Upon the expiration or termination of your Subscription Term and upon the expiration or termination of this Agreement, (a) the licenses and rights granted to You and your Authorized Executives will immediately terminate; (b) You and your Authorized Executives may no longer access and use the Corporate Platform or the Hosted Services, and On Demand Care Corp no longer has any obligation to provide the Corporate Platform or the Hosted Services to You or your Authorized Executives; and (c) On Demand Care Corp will make certain Customer Content available for download by You for a period of at least 30 days after the date of such expiration or termination, after which time On Demand Care Corp may permanently delete the Customer Content. If On Demand Care Corp terminates the term of this Agreement pursuant to Section 7.4 due to a material breach by You or any of your Authorized Executives, You will immediately pay to On Demand Care Corp all Fees then payable and that would have become due had the term of this Agreement not been terminated. If On Demand Care Corp terminates this Agreement for convenience pursuant to Section 7.4, On Demand Care Corp will provide a pro-rata refund of any Fees paid by You and applicable to the period following the effective date of termination. The parties’ respective rights and obligations under Sections 3.1 (last sentence), 3.3, 3.4, 4.4, 5.2-5.5, 6.6, 7.5, 8, 10, 11, 12 and 13, all defined terms and all payment obligations and liabilities accrued prior to the effect date of expiration or termination will survive any expiration or termination of this Agreement.

7.6. Suspension of Hosted Services. On Demand Care Corp may suspend access to and use of the Hosted Services by You and your Authorized Executives if (a) You fail to pay any Fees or other amounts due and payable under this Agreement; or (b) On Demand Care Corp reasonably determines that You or any of your Authorized Executives has breached or is breaching any of the terms of this Agreement.

SECTION 8. PROPRIETARY RIGHTS

8.1. Ownership. The Sites, Hosted Services, Documentation, and Site Materials constitute or otherwise involve the intellectual property or other proprietary rights of On Demand Care Corp or its licensors. Any customizations of the Hosted Services provided by On Demand Care Corp for your use as part of your Subscription Plan pursuant to this Agreement will be exclusively owned by On Demand Care Corp. Except for the license and rights granted to You and your Authorized Executives in Section 4, nothing in this Agreement will be construed as conferring any right or license to any intellectual property rights of On Demand Care Corp or any third party, whether by estoppel, implication, or otherwise. No title to or ownership of the Sites, Hosted Services, Documentation, or Site Materials, or any corrections, modifications, customizations, revisions, improvements, upgrades, new releases, or other changes to the Sites, Hosted Services, Documentation, or Site Materials, or any intellectual property rights associated with any of the foregoing, is transferred You or your Authorized Executives or any third party under this Agreement.

8.2. Customer Content. As between You and On Demand Care Corp, You will own all right, title, and interest in and to all Customer Content. You and each of your Authorized Executives grants to On Demand Care Corp and its affiliates a nonexclusive, nontransferable right to transmit, process, and store Customer Content solely in connection with On Demand Care Corp’s provision of the Hosted Services and performance of its obligations under this Agreement. You and On Demand Care Corp will comply with all Applicable Laws in connection with the processing of the Customer Content.

SECTION 9. CONFIDENTIALITY

9.1. Security. On Demand Care Corp will implement and maintain reasonable physical, administrative, and technical measures in its facilities and on its systems and networks to protect Customer Content from unauthorized access by any third party. On Demand Care Corp will not be responsible for any unauthorized access to any Customer Content that (a) occurs through your systems or networks; (b) results from any vulnerabilities or weaknesses in your or your Authorized Executives’ devices, equipment, facilities, networks, or systems; (c) results from the use or misuse of the Corporate Platform Account or any User Accounts; or (d) results from any breach of your privacy or data protection policies or procedures by You, your Authorized Executives or any third party.

9.2. Notice. You will immediately notify On Demand Care Corp in writing if any unauthorized use of a Corporate Platform Account, User Account, or any other breach of security related to the Corporate Platform or the Hosted Services comes to your attention. In the event any unauthorized third party obtains access to the Hosted Services directly or indirectly through You or any of your Authorized Executives, You will take all steps necessary to terminate such unauthorized use and will provide On Demand Care Corp with such cooperation and assistance related to such unauthorized access as On Demand Care Corp may reasonably request.

SECTION 10. WARRANTY AND DISCLAIMERS

10.1. Warranties. Each of You, your Authorized Executives, and On Demand Care Corp represents and warrants that (a) this Agreement constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) each has all necessary rights and authority to perform its obligations under this Agreement; and (c) the performance of this Agreement does not and will not violate the terms or conditions of any other agreement to which such party is a party or by which it is otherwise bound

10.2. Disclaimers. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ON DEMAND CARE CORP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITES, HOSTED SERVICES, DOCUMENTATION, AND SITE MATERIALS AND ANY OTHER MATTERS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF USE OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, ANY WARRANTY THAT THE USE OF THE SITES AND HOSTED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES ARISING BY COURSE OF PERFORMANCE OR TRADE USAGE. ON DEMAND CARE CORP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CUSTOMER CONTENT OR ANY FACILITIES, EQUIPMENT, OR HOSTED SERVICES USED BY YOU OR YOUR AUTHORIZED EXECUTIVES IN CONNECTION WITH THE SITES AND HOSTED SERVICES. TO THE EXTENT THAT ON DEMAND CARE CORP MAY NOT AS A MATTER OF APPLICABLE LAWS DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED PURSUANT TO SUCH LAW. ON DEMAND CARE CORP MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION OR DATA PROVIDED IN CONNECTION WITH OR RESULTS OBTAINED THROUGH USE OF THE SITES, HOSTED SERVICES, DOCUMENTATION, OR SITE MATERIALS. ON DEMAND CARE CORP DOES NOT WARRANT THAT THE SITES OR HOSTED SERVICES ARE FREE FROM BUGS, ERRORS, DEFECTS, OR DEFICIENCIES.

SECTION 11. INDEMNIFICATION

To the maximum extent permitted by Applicable Laws, You agree to defend, indemnify, and hold harmless On Demand Care Corp, its independent contractors, service providers, and consultants, and each of their respective directors, employees, and agents (collectively, “Representatives”), from and against any third-party claims, damages, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) any Customer Content; (b) the use of any facilities, equipment, or services by You or your Authorized Executives in connection with the Hosted Services; (c) Feedback; (d) any breach of any Applicable Laws, this Agreement, or any rights of any third party by You or your Authorized Executives; (e) the combination by You or your Authorized Executives of the Hosted Services and other products, equipment, software, or services not supplied, authorized, or recommended in writing by On Demand Care Corp; or (f) the gross negligence or willful misconduct of You or your Authorized Executives.

SECTION 12. LIMITATIONS

12.1. No Consequential Damages. ON DEMAND CARE CORP WILL NOT BE LIABLE TO YOU, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), OR OTHERWISE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFIT, REVENUE OR USE, DAMAGES FOR BUSINESS INTERRUPTIONS, OR LOSS OF DATA) ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF THE SITES, HOSTED SERVICES, OR DOCUMENTATION OR THIS AGREEMENT, EVEN IF ON DEMAND CARE CORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. Limitation of Liability. IN NO EVENT WILL ON DEMAND CARE CORP’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SITES, HOSTED SERVICES, DOCUMENTATION, OR SITE MATERIALS OR TO THIS AGREEMENT (INCLUDING ANY LIABILITY ARISING OUT OF ANY PERFORMANCE, NONPERFORMANCE, OR BREACH) EXCEED THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO ON DEMAND CARE CORP UNDER THIS AGREEMENT.

SECTION 13. MISCELLANEOUS

13.1. Relationship of the Parties. The parties are independent contractors, and nothing in this Agreement creates any other relationship between the parties. Neither party will hold itself out as an agent, subsidiary, or affiliate of the other party or has any authority to bind the other party to third party obligations.

13.2. Modifications. On Demand Care Corp reserves the right to alter, modify, add, discontinue, or otherwise change the Sites, Hosted Services, Documentation, and Site Materials from time to time in our sole discretion and without notice.

13.3. Customers. You agree that On Demand Care Corp may identify You as a customer of On Demand Care Corp and may display your name and logo on On Demand Care Corp’s website and in other promotional materials where On Demand Care Corp identifies its other customers.

13.4. Excused Performance. On Demand Care Corp will not be liable for, or be considered to be in breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control, such as acts of God, floods, fires, earthquakes, or other natural disasters, acts of terror, civil disturbances, Internet service provider failures or delays, or failures or delays caused by issues with the facilities, equipment, or services maintained by You and necessary for your or your Authorized Executives’ use of the Hosted Services.

13.5. Assignment. You may not assign this Agreement or any of your rights or obligations under this Agreement without the prior written consent of On Demand Care Corp. Any attempted assignment without such consent will be void.

13.6. Waiver. A party’s failure or delay in exercising any right under this Agreement will not limit or operate as a waiver thereof, nor will the waiver of any breach by the other party waive any other or further breach.

13.7. Severability. If any provision of this Agreement is for any reason deemed illegal or invalid, such illegality or invalidity will not affect the validity of the remainder of this Agreement, and each such term or provision will be valid and enforceable to the fullest extent permitted by law.

13.8. Export Restrictions. Any software and all underlying information and technology downloaded or viewed from the Sites (collectively, the “Software or Technical Data”) may be subject to U.S. export controls, including the Export Administration Act (50 U.S.C. Appx. §§ 2401 et seq.) and the Export Administration Regulations (“EAR”, 50 C.F.R. Parts 730-774), and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, You agree and warrant not to export or re-export the Software or Technical Data to any county, or to any person, entity, or end user subject to U.S. export controls, including persons or entities listed on the U.S. Department of Commerce Bureau of Export Administration’s Denied Parties List and the U.S. Department of Treasury’s Specially Designated Nationals. You further warrant that no U.S. federal agency has suspended, revoked, or denied its export privileges.

13.9. Applicable Law; Jurisdiction and Venue. This agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the state of Ohio, U.S.A., without reference to its choice of law principles to the contrary. You and each of your Authorized Executives hereby consent to the jurisdiction and venue of the state and federal courts located in Cuyahoga County, State of Ohio, U.S.A., with respect to any claim arising under or by reason of this agreement. Neither You nor any of your Authorized Executives will prosecute any action, suit, proceeding, or claim arising under or by reason of this agreement except in such courts.

13.10. Entire Agreement. This Agreement, together with all terms incorporated by reference, sets forth the entire agreement between You, your Authorized Executives, and On Demand Care Corp with respect to your and their access to and use of the Hosted Services.