PROVIDER AGREEMENT

            This Provider Agreement (“Agreement”) is entered into by and between Minty Care Connections LLC, a New York limited liability company having a place of business at 1726 Long Pond Road, Suite 5, Rochester, New York 14606 (the “Company”), and the individual or entity identified in the Company’s platform registration records that electronically accepts this Agreement (the “Enrolling Provider”). This Agreement becomes effective on the date of that electronic acceptance (the “Effective Date”).

            WHEREAS, the Company provides a platform available at  www.mintycareconnections.com and any other websites, web pages, mobile applications and mobile websites operated by Company (“Site”);

WHEREAS, the Site is an online web-based two-sided marketplace which enables connections between (i) Aid Searchers and (ii) Providers. “Aid Searchers” are individuals seeking care services (such as housekeeping services, meal preparation, lawn care, errands and transportation to medical appointments) (“Services”) who post jobs to the Site, and search for, narrow, find and communicate with individuals and entities who provide the Services (“Providers”). Providers post profiles on the Site and browse, search, and apply to jobs; and

            WHEREAS, the Enrolling Provider wishes to enroll on the Site as an Provider to post a profile to the Site and browse, search, and apply to jobs posted on the Site.

            NOW, THEREFORE, it is agreed as follows:

1. Scope.

1. Company provides the Site to facilitate the two-sided marketplace between Providers and Aid Searchers seeking care services. During the Term of this Agreement Enrolling Provider shall be provided  access to the Site to post a profile and browse, search and apply to jobs listed by Aid Searchers on the Site. Company hosts the Site, but will not be involved in supplying any Services to the Aid Searchers, including, but not limited to, setting up transportation between Aid Searchers and Providers.

                  Enrolling Provider is an independent business owner, providing services under his/her own name or business name (and not under Company’s name), and using its own vehicles, tools and supplies. Enrolling Provider may (a) maintain a clientele without any restrictions from Company; (b) offer and provide its services elsewhere, including through competing platforms; (c) accept or reject requests for Services for any reason in its sole discretion; and (d) appoint subcontractors (“Assistants”) to assist with performing Services in its sole discretion. Enrolling Provider is or will be an independent contractor or employee of Aid Searchers, and Aid Searchers are or will therefore be clients of Enrolling Provider, not Company.

The Site and the Company are not an employment agency service or business. Enrolling Provider is not and will not be an employee, partner, representative, agent, joint venturer, independent contractor or franchisee of Company.

• Service Agreement

1. Aid Searcher and the Provider who accepts and agrees to provide the Services sought by the Aid Searcher shall form a legally binding contract between them (the “Service Agreement”). The terms of this Service Agreement include the details of the Service proposed by the Aid Searcher and accepted by the Provider, and any other terms agreed to by and between the Aid Searcher and Provider. Provider is responsible for exercising its own business judgment when entering into a Service Agreement and performing Services and acknowledges that it does so at its own risk and that there is a chance for individual profit or loss. Company will not be a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Company.

• Relationship of the Parties.

Enrolling Provider acknowledges and agrees that (a) Company does not (i) perform the Services nor employ individuals and will not employ Enrolling Provider to perform Services, (ii) supervise, scope, direct, control, or monitor Enrolling Provider’s work (including that Company does not set Enrolling Provider’s work locations, work hours, or terms of work), nor provide tools or supplies to Enrolling Provider, or (iii) have any control over the timing, quality, means used, manner of provision, environment, legality, failure to provide, or any other aspect whatsoever of Services or Enrolling Provider (or the acts or omissions thereof), nor of the integrity, competence, responsibility, qualifications, communications, or the ratings or reviews provided by Enrolling Provider with respect to itself; and (b) the formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Company, nor any employment or other relationship between Company and Enrolling Provider or Company and Assistants. Enrolling Provider does not have authority to, and may not act as an agent for, nor bind or make any representations on behalf of, Company.

Enrolling Provider further acknowledges and agrees that Company is neither responsible nor liable for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, disability insurance, employer’s liability, employer training tax, social security contributions or other applicable payroll withholdings in connection with use of the Site or provision of Services. Enrolling Aid  Supplier assumes full and sole responsibility for all required and applicable income tax and social contributions, such as Social Security withholdings as to Enrolling Provider, and all persons engaged by it in the performance of Services. Enrolling Provider assumes all liability for proper classification of such Enrolling Provider’s workers based on applicable laws.

• Payment.

Company will not charge Enrolling Provider a fee to gain access to the Site.

The Enrolling Provider will be paid by the Aid Searcher, for Services satisfactory to the Aid Searcher. The fees to be paid by the Aid Searchers to Enrolling Provider for the Services shall be determined solely by the Enrolling Provider and the Aid Searchers.  Enrolling Provider agrees that all amounts owed to Enrolling Provider from an Aid Searcher will be paid through Stripe, a third-party payment service provider (“PSP”). Enrolling  Provider agrees to set up an account with the PSP, which may require registration with the PSP, provision of its federal tax ID, consent to the terms of service of the PSP (the “PSP Services Agreement”), and completion of a vetting process and/or account validation. Company is not a party to any PSP Services Agreement, and has no obligations, responsibility or liability to Enrolling Provider or other party under any PSP Services Agreement.

• Taxes.

1. Enrolling Provider may be liable for taxes or similar charges, which are imposed on the Services performed and/or fees paid under any Services Agreement and must be collected and/or paid. Enrolling Provider remains fully responsible and liable for, and in charge of, compliance with all tax obligations applicable to it and the Services (including, without limitation, filing its tax returns and paying taxes) relating to the Services performed by it for the benefit of Aid Searchers. Enrolling Providers should consult with its own tax advisors to ensure compliance with applicable tax and reporting requirements.

• Company is neither responsible nor liable for ensuring Enrolling Provider’s compliance with applicable tax obligations. Without limitation, Company shall not be held responsible for any breach of Enrolling Provider’s tax obligations, including (without limitation) that Company shall not be held jointly and severally liable for taxes, interest on overdue taxes, or for any penalties or fines that would be owed by the Enrolling Provider. Company may (i) request the Enrolling Provider to confirm and/or demonstrate that it is up to date with its tax obligations (including social contributions, if applicable); and (ii) deactivate a Enrolling Provider’s account or limit its use of or remove the Enrolling Provider from the Site upon (1) a determination from the applicable tax authorities that such Enrolling Provider has failed to comply with tax obligations, or (2) if the Enrolling Provider is unable or unwilling to confirm and/or demonstrate its compliance with its tax obligations, upon request.

• Representations and Warranties.

1. Enrolling Provider represents and warrants that it:

1. is operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity when using the Site;

1. is legally permitted to work within the United States;

1. any Assistants engaged by Enrolling Provider are legally permitted to work within the United States;

1. is at least eighteen (18) years of age;

• will use his/her legal name and/or legal business name (as per Enrolling Provider’s government issued identification and registration documents) and an up-to-date photo on Enrolling Provider’s profile;

• is solely responsible for controlling the method, manner and means of providing the Services and what may occur during Enrolling Provider’s performance of the Services, including any damage to the personal property of any Aid Searcher while Enrolling Provider is performing the Services;

• will not provide any medical, diagnostic, treatment or clinical service or engage in any conduct that requires a professional license when performing Services;

• has and will maintain (at Enrolling Provider’s own expense) any licenses, permits, certificates, and/or registrations required by applicable laws that apply to Enrolling Provider’s performance of Services (including, as applicable, a business license and/or business tax registration);

1. has and will maintain (at Enrolling Provider’s own expense) all insurance required by applicable law to operate its business and perform the Services;

• will respond to invitations promptly; provide timely, high-quality services for Aid Searchers; only offer and provide Services for which it has the necessary expertise to perform; and perform the Services as agreed upon with an Aid Searcher in a safe manner; and

• will only utilize the third-party payment service provider to receive payment for Services.

• Enrolling Provider acknowledges that Company makes no warranties regarding the availability of any jobs with Aid Searchers or that Enrolling Provider will enter into a Service Agreement with any Aid Searcher and assumes no liability for any representations as to the same made to Enrolling Provider.

• Insurance.

Enrolling Provider agrees to maintain any and all valid insurance appropriate for the Services it performs as required by applicable law. If providing or using a vehicle to perform Services, this includes but is not limited to automobile liability insurance covering vehicles used for the performance of Services that provides protection against bodily injury and property damage to third parties at coverage levels that satisfy the minimum requirements set by applicable law to operate a vehicle on public roads wherever these vehicles are in use. If providing or using a vehicle to perform Services, Enrolling Provider agrees (i) to be listed as an insured or a driver on its automobile liability insurance; (ii) upon request, to provide Company with the name of its insurance policy provider, a valid insurance policy number, and/or a copy of the insurance policy, policy declarations, proof of insurance identification card and/or proof of premium payment for their policy, as well as copies of the same upon renewal; and, (iii) to immediately notify Company if its automobile liability insurance policy is canceled.

• Vehicles.

1. If the Enrolling Provider is transporting Aid Searchers as part of the Services, Enrolling Provider acknowledges and agrees that:

1. it, or any employees, independent contractors or Assistants of Enrolling Provider will hold and maintain (1) a valid driver’s license necessary for the operation of any vehicle used to perform Services as required by applicable law and (2) any necessary licenses, permits, certificates, and/or approvals as required by applicable law;

1. any vehicle used to perform Services is insured in accordance with the requirements of Section 6 above and validly registered for operation;

1. it will maintain any vehicle used to perform Services in good operating condition, at its sole expense, consistent with all applicable industry safety standards; and

1. it will drive safely and obey all traffic laws when performing the Services.

• Background Checks.

1. Company offers to individuals who have registered as Providers and Aid Searchers one or more background check services from third-party consumer reporting agencies (“Background Checks”).  These Background Checks may include, among other things, criminal history information checks, motor vehicle record checks, social media and online presence checks.  Certain Background Checks may be made available for purchase by both Aid Searchers and Providers, while others may only be made only be available for purchase by Aid Searchers or Providers. All Background Checks require payment of a separate fee by the Site user who is initiating the Background Check request and are subject to the consent of the Provider on whom the check is being performed. A paid membership subscription may be required to access one or more Background Check options.

Each of these Background Checks is regulated by the Fair Credit Reporting Act (“FCRA”), and the reports resulting from these services are considered “consumer reports” under FCRA. Consumer reports may contain information on an individual’s character, general reputation, personal characteristics, and mode of living, including but not limited to consumer credit, criminal history, workers’ compensation, driving, employment, military, civil, and educational data and reports.

Except for social media and online presence checks, Company will receive a copy of each Background Check ordered or authorized through the Site. Enrolling Provider is responsible for making sure that the email address provided to Company is correct, knowing that sensitive information will be sent to it.

If Enrolling Provider authorizes a third-party Background Check ordered by an Aid Searcher, the results of that Background Check will be made available to the Aid Searcher who ordered it, regardless of its contents, and without Enrolling Provider’s prior review or approval. If Enrolling Provider has ordered a  Background Check from a third-party consumer reporting agency through Site, Company may indicate in Enrolling Provider’s profile that such check has been completed. However, Company will not share the results with any other site visitor or Site user without Enrolling Provider’s specific authorization.

• Subject to Enrolling Provider’s authorization, by registering for and using the Site as an individual Provider, Enrolling Provider acknowledges and agrees that Company may, but is not required to, review and use any Background Checks Enrolling Provider has ordered or authorized about himself/herself for the purpose of protecting the safety and integrity of the Site and its users, which may, in the case of certain Providers, be considered an employment purpose for purposes of the FCRA. Company reserves the right to terminate Enrolling Provider’s account based on the information contained in such report, even if such information was subsequently dismissed. Notwithstanding the above, Enrolling Provider acknowledges and agrees that Enrolling Provider and the Company have not and will not enter into an employment relationship.

If Company terminates Enrolling Provider’s account or access to the Site on the basis of information in a Background Check, Company will notify Enrolling Provider and provide Enrolling Provider the name and contact information of the consumer reporting agency that created the report. Company will also provide Enrolling Provider access to the report unless the consumer reporting agency has already provided Enrolling Provider with a copy or access to it. Enrolling Provider hereby represents, understands and expressly agrees that Company does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in these Background Checks. Any inaccuracies in the report must be addressed with the consumer reporting agency that issued it and not Company.

• Assumption of Risk.

While Company takes certain steps to help promote the safety of its Site, finding care or care-related jobs via an online platform like Company’s comes with certain inherent risks. The Company does not provide any training, supervision, or monitoring of Aid Searchers or Providers, and cannot guarantee that all of Enrolling Provider’s interactions with other Site users, their families, or others associated with them will always be 100% safe and respectful.

Enrolling Provider agrees to assume all risks when using the Site and providing Services, including but not limited to injury, illness, death, and all other risks associated with any online or offline interactions with users of the Site. Enrolling Provider also agrees not to rely solely on steps Company may take to vet or screen Providers or Aid Searchers and/or their content, or otherwise to promote the safety of the Site.

1. Term and Termination.

1. The term of this Agreement commences as of the Effective Date and will continue until terminated pursuant to Section 10(b) below (the “Term”).

• Termination; Deactivation and Suspension.

1. Enrolling Provider may terminate use of the Site, deactivate its account, and no longer provide Services to any Aid Searcher.

1. Company may terminate Enrolling Provider’s access to the Site if Enrolling Provider breaches any part of the Agreement or violates applicable laws.

1. In the event of an actual or suspected  breach by Enrolling Provider of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Site), Company may (a) suspend Enrolling Provider’s right to use the Site pending its investigation; (b) deactivate Enrolling Provider’s account or limit Enrolling Provider’s use of the Site upon its confirmation of a breach; and/or (c) remove any Site content generated by Enrolling Provider that is in breach of the Agreement or applicable law. Company will provide Enrolling Provider with written notice of its determination in accordance with, and as required by, applicable laws. If Enrolling Provider wishes to appeal any determination made by Company pursuant to this section, Enrolling Provider must contact Company within fourteen (14) days of receipt of such notice with the grounds for Enrolling Provider’s appeal.

• If Company suspends or deactivates Enrolling Supplier’s account or limits Enrolling Provider’s use of the Site pursuant to this section, Enrolling Provider may not register and/or create a new account under different usernames, identities or contact details (whether under Enrolling Provider’s or any other name or business name), even if Enrolling Provider is acting on behalf of a third party. Even after Enrolling Provider’s right to use the Site is suspended, terminated or limited, the Agreement will remain enforceable against Enrolling Provider. Company reserves the right to take appropriate legal action pursuant to the Agreement.

• Enrolling Provider understands and agrees that, following any termination of any user’s use of the Site, Company has the right, but not the obligation, to send a notice of such termination to other registered Site users with whom Company believes the terminated user has corresponded. Company’s decision to terminate a user’s registration and/or to notify other Site users with whom Company believes the terminated user has corresponded does not constitute, and should not be interpreted or used as information bearing on, said terminated user’s character, general reputation or personal characteristics.

1. Upon termination of the Term of this Agreement, Enrolling Provider agrees that it will no longer provide the Services to any Aid Searcher that it was connected to through the Site and/or entered into a Service Agreement with.

1. Limitation of Liability.

THE SITE AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED.

WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS MEMBERS, MANAGERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AFFILIATES”, AND TOGETHER WITH COMPANY, THE “COMPANY PARTIES”): (A) MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE SITE, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE SITE, OR (III) THE SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE SITE (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO PROVIDER’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE); (B) DO NOT WARRANT THAT THE SITE IS OR WILL BE (I) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (II) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND (C) DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY PROVIDER, OR ASSISTANT, AND COMPANY WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN SITE USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

THEREFORE, ENROLLING PROVIDER ACKNOWLEDGE    S AND AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, ACTUAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, COMPUTER DAMAGE, SERVICE INTERRUPTION, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, DISCLOSED AND UNDISCLOSED, SUSPECTED AND UNSUSPECTED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE SITE OR ENROLLING PROVIDER’S OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, ENROLLING PROVIDER HEREBY RELEASES THE COMPANY PARTIES FROM THE FOREGOING.

Nothing in the Agreement excludes or limits any liability or warranty that, by applicable law, may not be limited or excluded. Additionally, some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to Enrolling Provider in their entirety.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE COMPANY PARTIES ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL SERVICES PAYMENTS PAID TO ENROLLING PROVIDER BY AID SEARCHERS IN THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

1. Indemnification.

Enrolling Provider will indemnify and hold the Company harmless, at all times during and after the term of this Agreement, from all claims, damages, liability and expenses, including reasonable legal fees and court costs, arising from or in any way connected with the following:

                        a.         Enrolling Provider’s material breach of any term or condition contained in this Agreement; or

                        b.         any act or omission on the part of Enrolling Provider or any Assistants related to or in any way connected with providing Services to an Aid Searcher.

Enrolling Provider shall indemnify, defend, and hold harmless Company and its Affiliates from and against any and all Liabilities incurred in connection with (i) Enrolling Provider’s use of, inability to use, or participation on, the Site; (ii) Enrolling Provider’s participation in Services, or Enrolling Provider’s ability or inability to perform Services or to receive payment therefor; (iii) Enrolling Provider’s breach or violation of the Agreement; (iv) Enrolling Provider’s violation of any law, or the rights of any Site user or third party; (v) any Site content submitted by or about Enrolling Provider or using Enrolling Provider’s account to the Site, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Assistants.

1. Notice.

            Any notice or other communication which may be given, or which is required to be given under the terms of this Agreement shall be in writing and shall be delivered personally, or sent by registered mail, or by certified mail return receipt requested to the post office address of the party as it appears above. Any notice which is mailed shall be deemed to have been given on the third business day after the day of mailing (not counting the day mailed), irrespective of the date of receipt. Notices may be signed and given by the attorney for the party sending the notice.

1. Applicable Law.

            This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its principles of conflicts of law. Jurisdiction of any action or proceeding arising from or in any way connected with this Agreement shall be in New York, with venue in a court of competent jurisdiction in Monroe County.

1. Severability.

            Every provision of this Agreement is intended to be severable. If any provision is held to be invalid or unenforceable by law or by a court of competent jurisdiction, all other provisions shall nevertheless continue in full force and effect. In lieu of such invalid or unenforceable provision, there shall be added to this Agreement a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.

1. Binding Effect.

            This Agreement shall be binding upon and will inure to the benefit of the parties, their heirs, distributees, legal representatives, transferees, successors and assigns.

1. Construction.

            All understandings and agreements previously made by and between the parties are merged in this Agreement, which alone fully and completely expresses their agreement. This Agreement may not be changed, terminated, nor any of its provisions modified or waived, except in writing signed by all of the parties to this Agreement.

1. Surviving Terms.

The provisions set forth in the following Sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: this Section 18, Section 1 (Scope), Section 2 (Relationship of the Parties), Section 3 (Payment), Section 4 (Taxes), Section 5 (Representations and Warranties), Section 6 (Insurance), Section 7 (Vehicles), Section 8 (Background Checks), Section 9 (Assumption of the Risk), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 19 (Miscellaneous).

1. Miscellaneous.

            The following provisions shall apply to this Agreement:

a.         The paragraph headings contained in this Agreement have been prepared for convenience of reference only and shall not control, affect the meaning, or be taken as an interpretation of any provision of this Agreement.

b.         Several copies of this Agreement may be executed by the parties, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Photocopies, facsimile or electronic signature copies, including without limitation transmission by .PDF or other fixed image form or any electronic signature complying with U.S. Federal E-Sign Act of 2000 (e.g. www.docusign.com or www.echosign.adobe.com) of signed signature pages will be deemed binding originals and shall be fully binding on the parties to the same extent as original signatures.

c.         In the event any term or condition of this Agreement should be breached by either party and thereafter waived by the other party, then such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach either prior or subsequent to the breach so waived.

d.        If the consent of either party is required for whatever reason under the terms of this Agreement, such consent shall not be unreasonably withheld.

e.         Wherever necessary or appropriate, the masculine gender whenever used shall include the feminine, and the feminine shall include the masculine; the neuter shall include both masculine and feminine; the singular shall include the plural, and the plural shall include the singular.