This REHABILITATION PROFESSIONAL DIRECTORY LISTING SERVICE AGREEMENT (“Agreement”) is entered into by and between The Therapy Connection,  LLC, a Rhode Island limited liability company (the “Connection”), and you and your  agents, heirs, successors and assigns (the “Advertiser” or “You”) (the Connection and the  Advertiser are each a “Party” and collectively are the “Parties”) and sets forth the terms  and conditions of your participation in the Rehabilitation Professionals Directory (“Directory”) and its related services (“Directory Listing Services”). By using the  Rehabilitation Professionals Directory, You acknowledge that You have read,  understand, acknowledge and agree to be bound by all the terms and conditions of this  Agreement and any new, different, or additional terms or conditions that the Connection may establish from time to time in its sole discretion. 

Section 1. Description of the Service. The Directory allows users to obtain information  about Rehabilitation Professionals, including speech language pathologists,  occupational therapists, physical therapists, audiologists, music therapists and play  therapists, within their specific geographical location. Through the Directory Listing  Services, the Connection is providing You with an opportunity to list information about  your practice, your services, and your contact information, including your domain name  or web site (referred to generally in this Agreement as “Advertising Content”) in the  Directory.  

Section 2. Eligibility. To use the Directory Listing Services, You must be, and represent  and warrant that you are, and will continue to be, a licensed Rehabilitation Professional,  and not otherwise prohibited from using the Directory Listing Services in accordance with  this Agreement. By executing this Agreement, You confirm that You have the necessary  qualifications and hold a valid license issued by the applicable governmental licensing  agency to represent yourself as the type of Rehabilitation Professional for which You seek  to include Advertising Content in the Directory. If You are executing this Agreement on  behalf of any third party, You represent that You are an authorized representative of that  third party and that your execution of this Agreement constitutes their acceptance of the  terms and conditions of this Agreement.  

Section 3. Display of Your Advertising Content. You hereby grant to the Connection a  non-exclusive, non-transferable, royalty-free, worldwide right and license to download,  cache, and store on its servers; use; reproduce; distribute; transmit; perform; and digitally  display the Advertising Content (including, without limitation, the trademarks, trade  names, service marks and logos set forth therein) in the Directory. You agree that the  Advertiser shall bear all responsibility and liability for any and all claims related to the  Advertising Content displayed in the Directory. You further agree that the Connection shall have no liability for any claims that arise from any Advertising Content published in  the Directory.

Section 4. Your Advertising Content Guidelines. You are subject to this Agreement and any new, different, or additional terms or conditions that the Connection may establish  from time to time in its sole discretion. You acknowledge and agree that in order for the  Connection to maintain the integrity of the Directory, your Advertising Content will be an  accurate, complete and honest representation of your credentials, the scope of your  practice and your willingness to accept reimbursement from specific insurance providers.  All Advertising Content is subject to review and approval by the Connection to determine  its eligibility for inclusion in the Directory. The Connection may, in its sole discretion,  modify, reject, cancel, or remove, at any time, any Advertising Content from the Directory  for any reason (including, but not limited to, technical purposes or inaccuracies in the  Advertising Content) without prior notice to the Advertiser. The Connection will not be  liable in any way for any modification, rejection, cancellation or removal of any Advertising  Content. You represent and warrant that: (a) You have all necessary authority to enter  into this Agreement; (b) You will comply with all applicable laws and regulations; (c) that  all text, data and information submitted for display as the Advertising Content is true,  accurate, and complete; and (d) You will immediately notify the Connection if your  Advertising Content needs to be modified to maintain its accuracy, including, but not  limited to, any changes in your willingness to accept reimbursement from specific  insurance providers. 

Section 5. Third Party Advertising. By agreeing to the terms of this Agreement, You grant  the Connection the right to place, and generate revenue from, Third Party Advertising  (“Advertising”) throughout the Directory. You further acknowledge and agree that any  Advertising placed in the Directory may contain advertisements, offers, or links to  websites and resources of third parties that the Connection does not control. That  information, as well as the advertisements, may or may not be or remain wholly accurate.  You acknowledge and agree that the Connection is not responsible or liable for (i) the  accuracy of such Advertising; or (ii) the content, advertising, or products and services on  or available from the sites or resources referenced in the Advertising. 

Section 6. Term. Unless otherwise agreed by the Parties in writing, this Agreement is  for a one-year term commencing on the date You execute this Agreement (the “Term”), unless the Agreement is terminated sooner in accordance with the terms of this  Agreement. This Agreement will automatically renew on an annual basis, subject to the  Termination provisions of this Agreement, unless at least thirty (30) days before the  expiration of any Term, either party gives the other party written notice of its intent to  terminate this Agreement at the end of the Term. By executing this Agreement, You  authorize the Connection to charge the credit card on file for the subscription price for  each annual renewal of this Agreement. 

Section 7. Cancellation; Termination. You may withdraw your Advertising Content from  the Directory at any time. The Connection may, at any time, terminate the Directory,  terminate this Agreement, or disable or take down any Advertising Content displayed in  the Directory. The Connection will notify the Advertiser by email of any such termination  or cancellation, which shall be effective immediately. The Connection reserves the right  to immediately terminate this Agreement and take down any Advertising Content  displayed in the Directory without prior notice or rebate of the subscription price if it reasonably believes that you have breached this Agreement or if your use of the Directory  results in, or is the subject of, legal action, or threatened or proposed legal action against  the Connection or any of its affiliates, without consideration of whether such legal action  or threatened or proposed legal action is eventually determined to be with or without merit.

Section 8. Intellectual Property Rights. The Agreement does not give You ownership of  or the right to use, copy, display, distribute, transmit or otherwise circulate by any means  whatsoever any materials or content that may be made available to You in connection  with your Advertising Content, all of which is owned by the Connection and is protected  by copyright and other intellectual property rights. You agree that your use and display of  the Advertising Content shall not: (i) infringe or violate any patent, copyright, trademark,  service mark, trade secret, or other intellectual property right of a third party, including  any right of privacy or publicity; or (ii) violate any federal, state or local laws or regulations  or foreign laws. 

Section 9. Prohibited Conduct. You may use the Directory and any materials or content  that may be made available to You in connection with your Advertising Content only as  expressly permitted by this Agreement and only in a manner that does not interfere with  the Connection’s right or ability to publish the Directory or any third party’s right to use  and obtain the benefits of the Directory. Without limitation, You acknowledge and agree  that You will not (a) submit false or misleading information to the Directory or fail to  immediately correct any information that subsequently becomes false or misleading; (b)  submit material that is vulgar, pornographic, obscene, defamatory, libelous, fraudulent,  misleading, threatening, hateful, or racially or ethnically objectionable in the sole opinion  of the Connection; (c) use a false identity, impersonate another person or entity, or  misrepresent your affiliation with a person or entity; (d) infringe, violate, or transgress on  the rights of any of any party; (e) condone or participate in any activities designed to harm  minors in any way; or (f) engage in any activity in connection with this Agreement that is likely to result in any tort, breach of contract, product liability, consumer fraud, injury,  damage or harm of any kind to any person or entity. 

Section 10. Disclaimers, Exclusions, Limitations, And Indemnity.  

        10.1 DISCLAIMER OF WARRANTIES. THE CONNECTION PROVIDES THE  DIRECTORY LISTING SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE  CONNECTION MAKES NO WARRANTIES OTHER THAN THOSE MADE  EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL  IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF  FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT. THE CONNECTION DOES NOT REPRESENT OR WARRANT  THAT THE DIRECTORY LISTING SERVICES, THEIR USE, OR ANY INFORMATION  PROVIDED IN THE DIRECTORY: (a) WILL BE FREE OF DEFECTS, DELAYS,  INACCURACIES OR ERRORS or (b) WILL MEET YOUR EXPECTATIONS  REGARDING BUSINESS DEVELOPMENT. THE CONNECTION MAKES NO  REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION OR  SERVICES ACCESSED THROUGH THE DIRECTORY, OR THE PERFORMANCE OR  SECURITY OF THE DIRECTORY. 

        10.2 EXCLUSION OF DAMAGES. IN NO EVENT WILL THE CONNECTION OR ANY OF ITS AGENTS, AFFILIATES, SUPPLIERS OR VENDORS BE LIABLE TO  YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,  PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES  RELATING TO LOST PROFITS, LOST OPPORTUNITIES OR LOSS OF GOODWILL)  ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE  DIRECTORY LISTING SERVICES OR THE DIRECTORY, REGARDLESS OF THE  CAUSE OF ACTION ON WHICH THEY ARE BASED.  

      10.3 LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE  LIABILITY OF THE CONNECTION ARISING FROM, RELATING TO, OR IN  CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED THE  GREATER OF: (a) ANY AMOUNTS THAT YOU PAID THE CONNECTION IN  CONNECTION WITH THIS AGREEMENT OR (b) $50. 

         10.4 STATE LAW RIGHTS. CERTAIN STATE LAWS DO NOT ALLOW  LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF  CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS,  EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE  ADDITIONAL RIGHTS. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE  FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF  ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

        10.5 Indemnity. You agree to indemnify, defend and hold the Connection and its  employees, representatives, agents, attorneys, affiliates, directors, officers, members  and managers (“Indemnified Parties”) harmless from any damage, loss, cost or expense  (including without limitation, attorneys’ fees and costs) incurred in connection with any  third party claim, demand or action (“Claim”) brought or asserted against any of the  Indemnified Parties: (a) alleging facts or circumstances that would constitute a breach  by You of any provision of this Agreement; or (b) arising from, related to, or connected  with your use of the Services, including any Advertiser Content and the content of any  site to which users of the Directory may link through your Advertiser Content. If You are  obligated to provide indemnification pursuant to this provision, the Connection may, in  its sole and absolute discretion, control the disposition of any Claim at your sole cost  and expense. Without limiting the foregoing, You may not settle, compromise, or in any  other manner dispose of any Claim without the consent of the Connection. 

Section 11. General Provisions 

       11.1 Notices. All notices, billings, and other correspondence required to be given  to either Party pursuant to this Agreement shall be in writing and may be sent by email to  the following addresses: 

If to Advertiser:   

If to the Connection:  The Therapy Connection, LLC

Email: info@tests.therapyconnectnow.com

      11.2 Entirety. This Agreement, together with the Exhibits attached hereto,  constitutes the entire Agreement between the Parties with respect to the subject matter  hereof, and supersedes any other negotiations, agreements or communications, whether  written or oral, that have been made by either Party. No subsequent amendment to this  Agreement will be binding on either Party unless reduced to a writing signed by both  parties. 

       11.3 Changes to Terms. The Connection may periodically modify and  supplement the terms of this Agreement, with or without notice to You. You are  responsible for regularly determining whether the terms have been changed by checking  the Connection’s website for updated versions of this Agreement. Without limiting the  foregoing, if the Connection determines in its sole discretion that a modification is  material, it will notify You electronically via the email address associated with your  account.  

      11.4 Governing Law. This Agreement and the performance and enforcement  of it shall be governed by and construed in accordance with the laws of the State of  Rhode Island, without regard to any provision governing conflicts of law. 

      11.5 Severability. In case any provision in this Agreement is held to be invalid,  illegal or unenforceable, the validity, legality and enforceability of the remaining  provisions shall not be affected. 

      11.6 Authority to Execute. Each Party represents and warrants to the other that  this Agreement has been duly authorized and that the person who executed this  Agreement is authorized to do so on behalf of the Party. This Agreement may be  executed in two (2) or more counterparts, each of which shall be deemed an original, but  all of which together shall constitute one and the same instrument. Counterparts may be  delivered via electronic mail (including pdf or any electronic signature complying with the  U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so  delivered shall be deemed to have been duly and validly delivered and be valid and  effective for all purposes. 

       11.7 Assignment. You may not transfer your rights or obligations under this  Agreement without the prior written approval of the Connection. 

     11.8 Independent Contractors. You and the Connection are independent  contractors, and no agency, partnership, joint venture, employee-employer relationship  is intended or created by this Agreement.