CARALLEL, LLC END USER LICENSE AGREEMENT

THIS IS END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”, “YOUR”) AND CARALLEL, LLC (“CARALLEL”, “WE”, “US”, “OUR”). REFERENCES HEREIN TO “THIS AGREEMENT” MEAN THIS EULA PLUS ANY OTHER AGREEMENTS, POLICIES OR OTHER CARALLEL TERMS INCORPORATED BY REFERENCE HEREIN INCLUDING, WITHOUT LIMITATION, THE PRIVACY POLICY.

THIS AGREEMENT GOVERNS YOUR ACCESS AND/OR USE OF THE CARALLEL WEBSITE(S) (“Website(s)”), THE CONCIERGE SERVICES (defined below) AND ALL CONTENT (defined below) PROVIDED BY US OR BY YOUR SPONSOR (defined below) ON OR THROUGH THE WEBSITE(S) AND/OR CONCIERGE SERVICES (COLLECTIVELY, “MYCAREDESK”).

MYCAREDESK IS INTENDED FOR USE SOLELY BY AND ON BEHALF OF INDIVIDUALS LOCATED IN THE UNITED STATES.

YOU ACCEPT THIS AGREEMENT BY CLICKING ON “I AGREE” OR BY USING MYCAREDESK, WHICHEVER OCCURS FIRST. WE RESERVE THE RIGHT TO MODIFY THIS AGREEMENT AT ANY TIME AND WILL POST SUCH MODIFIED AGREEMENT ON THE WEBSITE(S). WE ENCOURAGE YOU TO REVIEW THE AGREEMENT PERIODICALLY. YOUR USE OF MYCAREDESK AFTER ANY SUCH MODIFICATION IS DEEMED TO BE YOUR ACCEPTANCE OF SUCH MODIFICATION.

WITHOUT OUR PRIOR WRITTEN CONSENT, WHICH MAY BE WITHHELD IN OUR SOLE DISCRETION, YOU MAY NOT ACCEPT THIS AGREEMENT OR ACCESS MYCAREDESK: (A) IF YOU ARE OUR DIRECT COMPETITOR; OR (B) IN ORDER TO MONITOR MYCAREDESK FOR AVAILABILITY, FUNCTIONALITY, FEATURES, PERFORMANCE OR OPERATION, OR FOR ANY OTHER COMPETITIVE PURPOSE INCLUDING, WITHOUT LIMITATION, BENCHMARKING.

This Agreement is current as of April 1, 2019 and is effective between Carallel and You as of the date of Your acceptance of this Agreement.

1. MYCAREDESK.

1.1. License. Subject to the terms and conditions of this Agreement, Carallel hereby grants You a non-exclusive, non-transferable, limited right to use and access MyCareDesk (including the Content and Concierge Services, as both are defined below), as such use is described herein. You may use MyCareDesk only as described herein, and only for Your personal use. MyCareDesk includes not only the use and access of the Website and Content, but also any Concierge Services You elect to use; it does not include any Sponsor’s Other Services, as described below.

1.2. Benefit; Service Offering; Registered User. You understand that MyCareDesk is provided to You as a benefit from Your employer or as a service/product offering from a third party (each, a “Sponsor”). In order to become a registered user of MyCareDesk, Carallel must receive, at a minimum, Your name and email address from Your Sponsor. Once Carallel receives this information, You will be provided with instructions for registering and using MyCareDesk. Although You do not need to become a registered user to access and/or use some features and functionality of MyCareDesk, certain features and functionality are available only to registered users. You understand that Your access and/or use of any part of MyCareDesk constitutes Your acceptance of this Agreement, regardless of whether You become a registered user.

1.3. Content. MyCareDesk contains information, articles, communications, photos, text, video, graphics, music, sounds, images and other content and materials available to You and/or available on or in MyCareDesk (all of the foregoing, “Content”), which is generally provided by Carallel or other third parties, or by licensors of any of the foregoing. Content does not include Your Information.

1.4. Concierge Services. Your access and use of MyCareDesk includes speaking to call center personnel for general advice and information (“Concierge Services”). CONCIERGE SERVICES ARE OFFERED AS A CONVENIENCE TO YOU AND NOT AS A SUBSTITUTE FOR LEGAL, TAX, INVESTMENT, MEDICAL OR OTHER PROFESSIONAL ADVICE; YOU ARE URGED TO CONTACT THE RELEVANT PROFESSIONAL FOR ADVICE SPECIFIC TO YOUR UNIQUE SITUATION AND CIRCUMSTANCES.

1.5. Sponsor’s Other Services. Your Sponsor may offer You the use of MyCareDesk as a benefit, product or service offering of the Sponsor. This Agreement governs Your access to and use of MyCareDesk but does not cover any other products or services that may be offered by the Sponsor through MyCareDesk or otherwise (“Sponsor’s Other Services”), regardless of whether such Sponsor’s Other Services are offered in conjunction with MyCareDesk. You understand that Your use of any such Sponsor’s Other Services are governed by any agreement You enter into with such Sponsor regarding such Sponsor’s Other Services and not this Agreement; Carallel has no control over the terms of such agreement or otherwise with respect to Sponsor’s Other Services.

1.6. Your Information. In addition to the information We receive from Your Sponsor, if any, MyCareDesk provides You with the ability to upload documents and information, for Your convenience. Any documents, information or other materials You upload or otherwise provide to us are referred to in this Agreement as “Your Information”. You are not required to provide any of Your Information (other than registration information, if applicable) but if You do, You will be able to use MyCareDesk more fully. We will handle Your Information as described in the Privacy Policy. You agree not to provide us with any information, documents, or other materials, including any portion of Your Information, that You do not have sufficient rights in to so use and provide to Us. We are not liable or responsible for the accuracy or completeness of any of Your Information.

1.7. Acceptable Use. You agree to use MyCareDesk only for lawful purposes. You are expressly prohibited from transmitting through MyCareDesk any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law, including without limitation, any material You do not have the right to use (collectively, “Prohibited Conduct”). Prohibited Conduct expressly includes, and You are expressly prohibited from, using a false e-mail address or other identifying information and from using MyCareDesk in any way to send unsolicited emails or other messages to people or other entities. You agree and acknowledge that Carallel is not responsible or liable to You or any other party for any Prohibited Conduct by any user of MyCareDesk at any time. Notwithstanding anything in this Agreement to the contrary, We are not in any way obligated to monitor any user’s use of MyCareDesk, or to monitor, retain, review and/or edit any information provided by any user. However, Carallel does reserve the right, at any time, to monitor, review, retain, edit and/or disclose any information (including Your Information) as We determine necessary, in Our sole discretion, to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) protect and defend Carallel’s rights and property; (iii) enforce this Agreement; (iv) protect against misuse or unauthorized use of MyCareDesk; and (v) protect the interests of MyCareDesk’s users or the public.

1.8. Keep Your Account Safe. You agree that You will not: (a) permit any third party to access MyCareDesk using Your login credentials or to otherwise use Your account; (b) create derivate works based on MyCareDesk or any Content; (c) copy, frame or mirror any part or Content of MyCareDesk; (d) reverse engineer MyCareDesk; or (e) access MyCareDesk in order to build a competitive product or service, or to copy any features, functions or graphics of MyCareDesk.

1.9. Use By Minors. Carallel does not solicit the use of MyCareDesk by minors. In addition, We do not knowingly collect personal information from children under the age of 13. However, We cannot prevent minors from visiting MyCareDesk. Carallel requires all of Your Information be provided only by individuals 18 years old or older. EACH TIME YOU USE MYCAREDESK OR PROVIDE ANY OF YOUR INFORMATION, YOU ARE REPRESENTING THAT YOU ARE 18 YEARS OF AGE OR OLDER.

1.10. Access and Use. MyCareDesk is provided to You at no cost, as a benefit of Your employment, or Your status as an eligible member or customer of a Sponsor, as solely determined by such Sponsor. You may use MyCareDesk, in accordance with the terms of this Agreement, at no cost for so long as Your Sponsor offers MyCareDesk at no cost to You. In the event Your Sponsor ceases to offer You MyCareDesk at no cost to You for any reason (including the expiration or termination of any agreement between Carallel and Your Sponsor regarding such access and use), You may have the option of continuing Your access and use of MyCareDesk at Carallel’s then-current subscription rates; MyCareDesk will be made available to You in its generally available version, which may be different from the version made available through Your Sponsor. We and/or Your Sponsor will notify You of any such change in Your cost. You are under no obligation to continue as a paid subscriber of MyCareDesk. If You elect not to, this Agreement will terminate and the provisions of Section 8 will apply.

1.11. Enhancements. Carallel reserves the right to implement new versions, releases, enhancements, modifications, updates, upgrades, corrections and bug-fixes to the design, operation, method, technical specifications, systems, servers and other functions and features (together, “Enhancements”) of MyCareDesk. If and when implemented, Enhancements become part of MyCareDesk hereunder. Carallel is not obligated to make Enhancements with any particular frequency, or to make them at all. Notwithstanding anything herein to the contrary, You understand and agree that Carallel reserves the right to modify or change MyCareDesk including, without limitation, adding, changing, removing, or otherwise modifying Content, Concierge Services and/or Enhancements, at any time with or without notice. We do not guarantee that any and all Content, Concierge Services, or other features or functionality of MyCareDesk will always be available, or that any of the foregoing will be available at all times. We reserve the right to charge for new or additional features or functionality.

1.12. Suspension. Notwithstanding anything in this Agreement to the contrary, You understand that We may immediately terminate or suspend Your access or use of MyCareDesk, without notice, if: (a) You fail to comply with the provisions of this Agreement; and/or (b) We reasonably determine that the security or integrity of MyCareDesk is at risk. Carallel shall have no liability whatsoever for any claim or damage arising directly or indirectly from the termination or suspension provided in this Section 1.12. Carallel’s right to terminate or suspend, as provided in this Section 1.12, are in addition to any other rights or remedies We may have hereunder, or otherwise in law or equity. However, We will use reasonable efforts to notify You of such termination or suspension, and provide You with an opportunity to cure the violation or other circumstances that led to the termination or suspension. In addition, Your Sponsor may terminate or suspend Your access or use of MyCareDesk and Carallel has no control over such termination or suspension. If any termination or suspension of Your access or use of MyCareDesk is the result in a change in Your eligible status as an employee, member or customer of Your Sponsor, You must contact Your Sponsor directly; Carallel is unable to restore Your access or use in this event.

2. PROPRIETARY RIGHTS.

2.1. Your Information. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Information. We may use and share certain of Your Information with Your Sponsor and/or other third parties, in accordance with the provisions of this EULA and Our Privacy Policy.

2.2. Content. You understand and agree that all right, title and interest in and to MyCareDesk, and all releases, versions, enhancements, modifications, upgrades, updates, corrections, bug fixes and any derivative works of any of the foregoing, is owned exclusively by Carallel, even if developed by or in conjunction with You or any third party. In addition, as between You and Carallel, Carallel owns all right, title and interest in and to all Content. Notwithstanding the fact that Carallel permits access to the Content, You acknowledge and agree that MyCareDesk, Content, and/or the use of any Content and/or MyCareDesk is protected by patents, copyrights, trademarks, and other proprietary and intellectual property rights, that these rights are valid and protected in all media now existing or later developed, and that Your use of MyCareDesk and/or Content shall be governed and constrained by applicable patent, copyright, trademark and other intellectual property laws. Modification or use of MyCareDesk and/or the Content or any portion thereof for any commercial purpose is a violation of patent, copyright, trademark and other proprietary and intellectual property rights owned by Carallel and third parties. Without limiting any of the foregoing, You understand and agree that if You copy any Content or portion thereof for any purpose not expressly permitted in this Agreement, whether or not such copying or use is for Your commercial gain, You are violating the rights of Carallel and/or its licensors, and that You may be subject to criminal and/or civil prosecution. All rights in and to MyCareDesk and/or Content not expressly granted to You are reserved to Carallel.

2.3. Additional Proprietary Rights. In addition to Our and our licensors’ rights in individual elements of Content, We own a copyright in the selection, coordination, arrangement and enhancement of the Content and the Website(s). MyCareDesk may permit You to download and/or print certain Content and You may do so, and You may make a limited, reasonable number of copies of such downloaded and/or printed Content solely for Your own personal use and no other purpose whatsoever, provided that all such copies are a complete and accurate copy of the downloaded and/or printed Content and further provided that all such copies include any proprietary notices of Ours or the applicable owner; all such copies (whether printed or electronic) are considered Content hereunder, and subject to the terms of this Agreement. Except for this limited right to download, print and/or copy as described in this section, and notwithstanding anything else herein to the contrary, You understand that You may not otherwise copy, modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website or printed materials, or in any other way exploit MyCareDesk and/or any of the Content (in whole or in part) and/or incorporate any of the foregoing in other works in any form, media, or technology now known or later developed (collectively, “Use”), even if You attribute such Content or Use to Carallel or the applicable licensors.

2.4. Feedback. If You contact Us with information including, without limitation, feedback data (e.g., questions, comments, suggestions or the like) regarding MyCareDesk, including the Content or Concierge Services (collectively, “Feedback”), the Feedback is deemed to be proprietary to and exclusively owned by Carallel and We will have no obligation to You or any other party of any kind with respect to the Feedback. In addition, You agree and acknowledge that We are free to use and distribute the Feedback to others without limitation, and to authorize others to do the same. Further, We are free to use any ideas, concepts, know-how or techniques contained in the Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and other items incorporating the Feedback. We will not owe any compensation for the use or disclosure of the Feedback, or be liable to any party for the use of the Feedback by any party.

3.1 THIRD PARTY LINKS. MyCareDesk may contain links to other websites and information solely for Your convenience. Carallel does not endorse nor make any warranties or representations about any website or information (including any website or information provided by or affiliated with Your Sponsor) You may access through a link from MyCareDesk. You agree and acknowledge that You (and not Carallel) assume all risk for any dealings or transactions of any nature, including without limitation, the purchase of any products or services from, or the reliance upon any information or materials contained in, such linked sites. Please note that such other websites may have terms of use and/or privacy policies different from Ours and any use of such other websites and/or any information You provide to or through such other websites will be subject to the terms or use and privacy policies of those other websites and not Carallel’s. Carallel shall have no responsibility or liability for acts or omissions of any party (including You) with respect to such other websites and information, or any party’s use or inability to use such other websites and/or information.

4. YOUR PRIVACY AND SECURITY. The privacy and security of Your Information is as described in Our Privacy Policy,located here. In general, We have established administrative, physical and technical safeguards in compliance with applicable law and general industry standards. As further described in the Privacy Policy, We may use and disclose Your Information as required by law, as You may permit, or in connection with a reorganization, merger, sale or all or some of Our assets, or other corporate change, including for transaction due diligence (collectively, “Corporate Change”). In the event of a Corporate Change (either during due diligence or upon the consummation of the Corporate Change), We may transfer Your Information, in whole or in part, to the relevant third part(ies) and, if the Corporate Change actually occurs, Your Information will then be subject to the privacy policies of such third part(ies).

5. WARRANTIES; DISCLAIMERS.

5.1. No Warranties. Notwithstanding anything to the contrary in this Agreement, MyCareDesk (including without limitation, all Content and Concierge Services) is provided to You “AS IS”, without any warranties or indemnities of any kind. You understand that Carallel does not provide any Sponsor’s Other Services and therefore does not offer any warranties or indemnities with respect to such Sponsor’s Other Services. We strive to make MyCareDesk (including without limitation, all Content and Concierge Services) relevant to the concerns and interests of users and You agree that MyCareDesk (including without limitation, all Content and Concierge Services) is provided for general information and educational purposes only. While We use commercially reasonable efforts to ensure that MyCareDesk (including without limitation, all Content and Concierge Services) is appropriate and meaningful to users, We do not guarantee that any aspect of MyCareDesk (including without limitation, all Content and Concierge Services) is timely, accurate or complete. MyCareDesk (including without limitation, all Content and Concierge Services) is not intended to offer legal, tax, investment or medical advice. All use of MyCareDesk (including without limitation, all Content and Concierge Services) and all use of any Sponsor’s Other Services is solely at Your own risk.

5.2. Disclaimers. Without limiting the foregoing and in furtherance thereof, You acknowledge and understand that, notwithstanding anything to the contrary herein or otherwise provided on or in MyCareDesk (including without limitation, all Content and Concierge Services) or any Sponsor’s Other Services or any portion of any of the foregoing:

5.2.1. Educational/Informational Use Only. MyCareDesk and all parts thereof, including all Content and Concierge Services, are general in nature and provided for educational and informational use only. They are not a substitute for legal, tax, investment, medical or other professional advice. Any legal, tax, medical, investment or other professional questions should be directed to a qualified professional who can advise You with respect to Your circumstances. YOU ACKNOWLEDGE AND AGREE THAT CARALLEL HAS NOT REPRESENTED ITSELF OR MYCAREDESK, THE CONTENT OR CONCIERGE SERVICES OR ANY PORTION OF ANY OF THE FOREGOING, AS HAVING THE ABILITY TO PROVIDE LEGAL, TAX, MEDICAL, INVESTMENT OR OTHER PROFESSIONAL ADVICE, OR TO PERFORM ANY OTHER TASKS THAT CONSTITUTE THE PRACTICE OF ANY LICENSED PROFESSIONAL. WITHOUT LIMITING THE FOREGOING, THE PARTIES ACKNOWLEDGE AND AGREE THAT CARALLEL IS NOT ENGAGED IN THE PRACTICE OF LAW, MEDICINE, FINANCE OR ACCOUNTANCY.

5.2.2. Content and Concierge Services. Carallel strives to provide accurate information in the Content and Concierge Services but is not responsible for any errors or omissions in the information provided therein, or for the results obtained from Your use of such information. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND THAT CARALLEL DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF MYCAREDESK, INCLUDING THE CONTENT OR CONCIERGE SERVICES, OR ANY PART THEREOF, REGARDING THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

5.2.3. No Other Warranties. You understand and agree that MyCareDesk, including all parts thereof, and any other materials, products and/or services provided by Carallel or its licensors is provided to You “AS IS”. To the fullest extent permissible pursuant to applicable law, Carallel disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. Furthermore, Carallel, its affiliates and licensors do not warrant that any use of MyCareDesk, Content and/or Concierge Services and/or any features or functionality in any of the foregoing, will meet Your requirements, be uninterrupted, available at any time or from any particular location, secure or error-free, that defects will be corrected, or that the MyCareDesk is free of viruses or other potentially harmful components.

5.3. No Liability. You understand that Carallel, its affiliates and licensors shall have no liability whatsoever for any damages or claims arising under this Agreement or otherwise related to Your use of MyCareDesk, any Content or Concierge Services, or any Sponsor’s Other Services. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR LOST SAVINGS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR TO THE USE OR ACCESS, OR INABILITY TO USE OR ACCESS, OR THE RESULTS OF ACCESS OR USE OF MYCAREDESK, ANY CONTENT, CONCIERGE SERVICES OR SPONSOR’S OTHER SERVICES, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. IN THE EVENT CARALLEL IS LIABLE TO YOU FOR ANY DIRECT DAMAGES UNDER ANY THEORY OF LAW, SUCH LIABILITY IS LIMITED TO $100, IN AGGREGATE.

6. FEES AND PAYMENT.The provisions of this Section 6 do not apply to You if Your Sponsor has made MyCareDesk a benefit of Your employment or status as an eligible member or customer. However, if at any time You opt to become a paid subscriber, the provisions of this Section 6 shall apply to You:

6.1. Fees. You agree to pay Carallel’s then-current fees for the use and access of MyCareDesk, including the Content and Concierge Services (“Subscription”). We shall provide You with Our then-current rates when You are notified of Your Sponsor’s termination of MyCareDesk as a benefit. We will bill You automatically, in advance, each month for Your Subscription using the credit card number You provide when registering as a paid subscriber. You agree to provide Us with valid and updated credit card information, and You authorize Us to charge such credit card each month for Your Subscription. You agree to notify Us of any changes to Your credit card information. We reserve the right to increase Our fees from time-to-time in the normal course of business. You may cancel Your Subscription at any time, by contacting us at: subscriptions@carallel.com.

6.2. Suspension; Termination. We reserve the right to suspend Your access and use of MyCareDesk, or terminate this Agreement, including terminating Your access and use of MyCareDesk, if Your credit card is refused for payment. We may so terminate or suspend without further notice and, if suspended, We may require full payment of all outstanding amounts owed by You, prior to restoring access. This remedy is in addition to any other rights and remedies that may be available to Us hereunder, or in law or equity.

7. INDEMNIFICATION. You agree to indemnify Us, our affiliates, employees, agents and representatives harmless from and against any claim, demand, suit, or proceeding (“Claim”) made or brought against Us, our affiliates, employees, agents and representatives by a third party alleging that Your Information, or Your use or access of MyCareDesk (including any Content and/or Concierge Services and/or Sponsor’s Other Services) is in violation of this Agreement, or infringes or misappropriates the intellectual property rights of a third party, or violates applicable law. You agree to pay for any settlements, or damages awarded against Us, and for reasonable attorney’s fees incurred by Us, our affiliates, employees, agents and representatives in connection with any such Claim provided that We give You prompt written notice of the Claim and give You a reasonable opportunity to participate in the defense of such Claim.

8. TERM AND TERMINATION.

8.1. Term and Termination. This Agreement commences on the date You accept it, as described above, and continues until terminated, as provided herein. Either party may terminate this Agreement upon the material breach of the other party, upon thirty (30) days notice, if such breach is not cured during such thirty (30) day period. In addition, either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party. If We terminate without cause, such termination will be effective at the end of the then-current Subscription term and We will refund any prepaid but unused fees relating to the next Subscription term, if any were prepaid by You. If You terminate without cause, You agree that all fees paid are non-refundable and that You shall also pay all anticipated fees through the end of the then-current subscription term. In no event are You entitled to a refund of any fees paid by Your Sponsor or any other party on Your behalf. Notwithstanding anything in this Agreement to the contrary, this Agreement will terminate upon notice from Your Sponsor that it is no longer providing MyCareDesk to You unless You elect to become a paid subscriber (as described in Section 1.10) by the date indicated in the notice, in which case this Agreement will not terminate.

8.2. Your Remedy. Your sole and exclusive remedy in the event of any dissatisfaction with MyCareDesk or a breach of this Agreement by Carallel is to terminate this Agreement and cease using MyCareDesk and, if applicable, receive a refund of any pre-paid but unused fees that You actually paid.

8.3. Return of Your Information. Your Information will be available for You to export or download for fifteen (15) days after the expiration of termination of this Agreement. After such fifteen (15) day period, Your Information will be permanently deleted or destroyed. We are not responsible to You for the deletion or destruction of Your Information after such fifteen (15) day period.

8.4. Surviving Provisions. The following Sections shall survive the expiration or termination of this Agreement for any reason: Sections 2, 3, 5, 7, 8 and 9.

9. MISCELLANEOUS.

9.1. Governing Law and Venue. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Illinois, without regard to its principles of conflicts of laws. Venue and jurisdiction shall be exclusively in the state and federal courts located in Cook County, Illinois.

9.2. Notice. We may provide notices to You electronically, either via email to the address provided by You or Your Sponsor, or if such notice is applicable to all users generally, We may post such notice on MyCareDesk. Except when this Agreement indicates that You may provide notice to Us via email, any notices provided by You to Us shall be made in writing and will be effective upon the first business day after delivery to a nationally recognized courier for next-business day delivery. Notices to Carallel shall be addressed to: CARALLEL, LLC at legal@carallel.com.

9.3. Waiver; Severability. Failure of either party to enforce a right under this Agreement shall not act as a waiver of any rights or a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement is alleged to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement.

9.4. Export Compliance. MyCareDesk and technology underlying it may be subject to export laws and regulations of the United States and other jurisdictions. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using MyCareDesk. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit any party to use Your account to access or use MyCareDesk or carallel.com in violation of any U.S. export embargo, prohibition or restriction.

9.5. Force Majeure. We are not responsible for any delay or failure in performance caused by flood, riot, insurrection, fire, earthquake, strike, communication line failure, internet service provider failure, hosting service provider failure, power line failure, computer attacks, denial of service attacks, explosion, acts of terrorism, act of God, or any other force or cause beyond its reasonable control.

9.6. Section Headings. The division of this Agreement into Sections, and the insertion of captions and headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

9.7. Assignment. You may not assign this Agreement without Our prior written consent. Any attempted assignment in violation of the foregoing shall be null and void, and of no force or effect.

9.8. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

9.9. No Publicity. You may not use Our name, logo or trademark for any reason without Our prior written consent. This includes, by way of example and not limitation, any reference or link to MyCareDesk in any blog. You may notify Us of any desired use of Our name, logo or trademark and We would be pleased to consider Your interest in referencing Us or linking from Your blog to MyCareDesk.

9.10. No Third-Party Beneficiaries. There are no third party beneficiaries of this Agreement.

9.11. Copyright Infringement. If you believe that Your copyrighted work has been copied in a way and that constitutes copyright infringement, please provide our Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that You claim has been infringed; a description of where the material that You claim is infringing is located on Our website; Your address, telephone number, and email address; a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by You, made under penalty of perjury, that the above information in your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. Please contact our Copyright Agent for Notice of Claims of Copyright Infringement at:

Copyright Agent

Carallel, LLC

1044 Mt. Vernon

Lake Forest, Illinois. 60045

Email: legal@carallel.com

9.12. Entire Agreement; Authority; Amendment. This Agreement, consisting of all of the pages of this instrument, together with all of the pages of the Privacy Policy and any other exhibits and attachments, if any, sets forth the entire, final and exclusive agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties. You may not amend this Agreement without Our written consent. We reserve the right to modify or amend this Agreement at any time as described above.

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