THIS USER AGREEMENT (this “Agreement”) is made by and between Kolligate, LLC.,  (“Kolligate”) and  the user of Kolligate’s services (“User”) for good and valuable consideration, the receipt and sufficiency of which is acknowledged. 

1. RECITATIONS 

Kolligate provides an online platform and marketplace for individuals in the medical field (i.e. dental hygienists, medical office receptionists, etc.) (“Job Seeker”) to be connected with organizations that are looking to fill temporary positions or shifts (“Job Poster”). Kolligate’s goal is to connect these individuals with potential employment opportunities (the “Services”). The mobile application, website, and online portal that are intended to provide a mechanism for the Job Seeker to connect with the Job Poster shall be known as the “Marketplace.”

The User desires access to and use of the Marketplace and the Services. As such, the User agrees to the following terms and conditions of such access. 

2. LICENSE

Subject to the further terms and conditions below, and to the provisions in the Privacy Notice and Terms of Use, the User is granted a non transferable, nonexclusive, limited license to access and use the Marketplace from time to time during the term of this Agreement. In the event of a conflict of provisions as between the Terms of Use and this Agreement, this Agreement shall control. 

3. OWNERSHIP

1. Data. Kolligate owns the data: (i) accessed in the Marketplace, except any personal data; and (ii) any analytics on the data in the Marketplace. The User should retain copies of such data only as necessary to perform their work function and use the Marketplace for its intended purpose. Kolligate may access this data, as necessary and/or as Kolligate deems fit and necessary. 
2. System. All right, title, and interest (including all copyrights and other intellectual property rights) in the System, including software, user interfaces, screens, users’ manuals, training materials support materials, and pricing tables, shall remain the exclusive property of Kolligate. Users shall not attempt to copy, emulate, or reverse engineer the System. User shall not show or demonstrate the System to other persons or entities nor shall user disclose its features, provided however, that User may demonstrate the System to customers or potential customers of User so long as such customers or potential customers are not competitors of Kolligate. 
3. Third Party Data and Job Seeker Data. Data accessed by the System belonging to third parties (the “Third Party Data”) shall remain the property of such third parties. This includes the personal information for any Job Seeker and the business and contact information of the Job Poster. 
4. Legal Standing. 
   1. Qualification. Users are solely responsible for compliance with all federal, state and local statutes, laws, regulations and ordinances pertaining to collection of data, conducting employment screening, or related to terms of any employment. 
   2. Legal Use. User agrees that the Services and the Marketplace shall be used only for legal purposes in compliance with all applicable federal, state and local statutes, laws, regulations and ordinances. 

4. Fees and Cancellations. User’s license to use the System is conditioned upon timely payment of the fees (the “Fees”) set forth on Exhibit “A” attached and made a part hereof. If a job is cancelled by the Job Poster, the Job Poster may be entitled to a refund. All refund requests must be made as set forth in Exhibit “A” A Job Seeker is not entitled to any refund or any recompense from Kolligate if the Job Poster cancels a job or terminates employment. 
5. Disclaimers of Liability. As used in this Agreement, the term “Kolligate” shall mean Kolligate, its officers, directors, employees, subcontractors, agents and successors. 

1. Disclaimer of Certain Damages.Kolligate shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (i) the content of Third Party Data or errors or omissions therein, (ii) User’s use of any equipment in connection with the System, (iii) any delay or failure in performance, (iv) errors in third party charges for data access passed through to User or similar charges; (v) the actions or inactions of any third party related to the Services, shifts, or employment derived from use of the Services and/or the Marketplace. 
2. LIFE ENDANGERING ACTIVITIES. KOLLIGATE SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF THE MARKETPLACE WHERE THE ACTIVITIES REQUESTED OF THE JOB SEEKER OR JOB PROVIDER MIGHT RESULT IN DEATH OR PERSONAL INJURY. 
3. Disclaimer of Special Damages. Kolligate shall not be liable for indirect, incidental, special, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) in any way arising in connection with the Marketplace or the Services, or the potential employment of the Job Seeker regardless of the negligence of any party. 
4. Survival. The terms of this Section 5 shall survive termination of this Agreement. 

6. Disclaimer of Warranties. 

1. DISCLAIMER. WITH THE EXCEPTION OF THE LIMITED WARRANTY REGARDING THE SYSTEM IS PROVIDED "AS IS." KOLLIGATE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE PERFORMANCE OF THE MARKETPLACE, JOB SEEKER, OR JOB PROVIDER, INCLUDING (WITHOUT LIMITATION) ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KOLLIGATE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING, AND THE ACCURACY, CURRENCY, OR COMPLETENESS OF, DATA IN THE MARKETPLACE. 
2. Survival. The terms of this Section 6 shall survive termination of this Agreement. 

7. Limitation of Liability. 

1. LIABILITY LIMITATION. THE AGGREGATE LIABILITY OF KOLLIGATE ARISING OUT OF OR RELATING TO USER’S ACCESS TO THE MARKETPLACE OR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT OF USER’S FEES PAID FOR ACCESS TO THE MARKETPLACE IN THE PREVIOUS 12 MONTHS OR $10, WHICHEVER IS LESS. IF A USER DOES NOT PAY A FEE FOR THE SERVICES, THE TOTAL AGGREGATE LIABILITY SHALL BE $10. USER’S RIGHT TO MONETARY DAMAGES IN SUCH AMOUNT ARE IN LIEU OF ALL OTHER REMEDIES THAT USER MAY OTHERWISE HAVE. 
2. Gross Negligence and Willful Misconduct. The foregoing limitations on liability shall not apply to liability arising from the gross negligence or willful misconduct of Kolligate. 
3. Survival. The terms of this Section 7 shall survive termination of this Access Agreement. 

8. Termination. This Agreement shall automatically renew unless earlier terminated according to the terms hereof or in writing by the User. Kolligate may terminate this Agreement upon 30 days’ written notice to the User for breach of this Agreement, the Terms, the Privacy Policy, or for no reason in Kolligate’s sole and exclusive discretion. Any termination of this Agreement shall terminate all access to the Marketplace. Upon any termination or expiration, User shall cease all use of the Marketplace. Either party may terminate for convenience with 30 days’ written notice to the other party.  If Kolligate terminates this Agreement for cause, it may do so immediately and without prior written notice. 
9. Indemnification. 

1. AGREEMENT. USER WILL DEFEND, INDEMNIFY AND HOLD HARMLESS KOLLIGATE FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, DEMANDS, PROCEEDINGS, SUITS AND ACTIONS, INCLUDING ANY RELATED LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, DEFICIENCIES, PENALTIES, TAXES, LEVIES, FINES, JUDGMENTS, SETTLEMENTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND ACCOUNTANTS' FEES AND DISBURSEMENTS) AND COSTS (COLLECTIVELY, "CLAIMS"), INCURRED BY, BORNE BY OR ASSERTED AGAINST KOLLIGATE TO THE EXTENT SUCH CLAIMS RELATE TO, ARISE OUT OF OR RESULT FROM USER’S ACCESS TO THE MARKETPLACE OR ANY LIABILITY THAT WOULD ARISE FROM AN EMPLOYMENT RELATIONSHIP OBTAINED THROUGH THE MARKETPLACE, OR ANY DATA OBTAINED AS A RESULT OF USING THE MARKETPLACE OR THE SERVICES, INCLUDING WITHOUT LIMITATION: (I) USER’S FAILURE TO COMPLY WITH FEDERAL, STATE AND LOCAL STATUTES, LAWS, REGULATIONS AND ORDINANCES, WHETHER DURING THE TERM OF THIS AGREEMENT; (II) IMPROPER OR ILLEGAL USE OF THE DATA REGARDING A JOB SEEKER OBTAINED BY USER OR ANY OTHER PERSON OR ENTITY, WHETHER DURING THE TERM OF THIS AGREEMENT OR AFTER, OR (III) ANY BREACH OF THIS AGREEMENT BY USER; PROVIDED, HOWEVER, THE FOREGOING INDEMNIFICATION SHALL NOT INCLUDE CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF KOLLIGATE. THE FOREGOING INDEMNIFICATION SHALL INCLUDE INDEMNITY FOR CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF KOLLIGATE. IT IS THE EXPRESSED INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNITIES PROVIDED FOR IN THIS SECTION SHALL INDEMNIFY AND PROTECT KOLLIGATE FROM THE CONSEQUENCES OF THE NEGLIGENCE OF KOLLIGATE, WHETHER THAT NEGLIGENCE IS THE SOLE OR CONTRIBUTORY CAUSE OF THE RESULTANT SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY. 
2. Indemnification Procedure. Promptly after Kolligate obtains knowledge of the existence or commencement of a claim, such party will notify User of such claim in writing; provided, however, that any failure to give such notice will not waive any rights of Kolligate except to the extent that the rights of Kolligate are actually prejudiced thereby. User will assume the defense and settlement of such claim with counsel reasonably satisfactory to Kolligate at User’s sole risk and expense; provided, however, that Kolligate: (i) may join in the defense and settlement of such claim and employ counsel at its own expense, and (ii) will reasonably cooperate with User in the defense and settlement of such claim. 
3. Goodwill: All goodwill and reputation generated by the User’s access to and use of the Marketplace shall inure to the benefit of Kolligate, and ownership of such goodwill shall rest in Kolligate. The User shall not by any act or omission use the Marketplace in any manner that disparages or reflects adversely on Kolligate or its business or reputation. Except as expressly provided herein, neither party may use any trademark or service mark of the other party without that party’s prior written consent, which consent shall be given in that party’s sole discretion.
4. Survival. The terms of this Section 9 shall survive expiration or termination of this Access Agreement. 

10. Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing (email being considered a writing for the purposes hereof). Notices shall be deemed to have been properly given on the date deposited in the U.S. mail, if mailed; or on the date received, if delivered in any other manner. 
11. Assignment. User may not sublicense or assign its rights or delegate its duties under this Agreement without the prior written consent of Kolligate. Subject to this limitation on sublicensing and assignment, the terms of this Agreement shall be binding upon User’s heirs, successors in interest and assigns. 
12. Miscellaneous. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. This Agreement shall be governed by and construed in accordance with the laws of New Jersey without regard to conflicts of law principles. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted. Any dispute between us or arising out of this Agreement, or the Service shall be determined by one arbitrator in binding arbitration administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. The language of the arbitration shall be English 
13. As Is Data. The User accepts the Marketplace, Services, and all data contained therein in an "As Is" condition. The User acknowledges and agrees that the Personal Data and other information in the Marketplace were provided by third parties to Kolligate, which may or may not be completely thorough and accurate, and that User shall not rely on Kolligate for the accuracy or completeness of information supplied in using the Marketplace or the Services. 
14. Legal Compliance. The User certifies that it will request, receive, and use the Services in compliance with all applicable federal, state and local statutes, laws, regulations and ordinances. The User shall abide by such legislation and rules and regulations as may be enacted or adopted after the date hereof. If Kolligate determines or reasonably suspects that User is violating any of the laws or regulations described in this Agreement, Kolligate may immediately terminate the Services. The User warrants and represents that it is knowledgeable in the jurisdiction(s) in which it operates as to the federal, state and/or local laws, ordinances, statutes and regulations which may apply to User’s business, including any and all federal, state, and/or local laws, ordinances, statutes, or regulations that relate in any way to the employment of any individual. The User assumes full responsibility for determining the applicability of federal, state and/or local laws, ordinances, statutes and regulations which may apply at the time and for complying with the same prior to using the Services and the Marketplace. 
15. User’s Responsibilities Regarding Personally Identifiable Information. User understands and agrees that Personally Identifiable Information (“PII”) is defined as any information about an individual maintained by an entity, including any information that can be used to distinguish or trace an individual’s identity, such as name, SSN, date and place of birth, mother’s maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical conditions, education, financial, and employment information.  Through use of the services, a User may collect PII on a Job Seeker. The User shall establish, maintain, and follow its own policy and procedures to protect PII, including policies and procedures for reporting lost or compromised, or potentially lost or compromised, PII. User shall inform its employees who handle PII of their individual responsibility to safeguard such information. In addition, User shall, within reason, take appropriate and necessary action to: (i) educate its principals and employees on the proper procedures designed to protect PII; and (ii) enforce their compliance with policy and procedures prescribed. All principals and employees shall properly safeguard PII from loss, theft, or inadvertent disclosure. Each employee is responsible for safeguarding this information at all times, regardless of whether or not the employee is at his or her regular duty station. To the extent a User collects PII on a Job Seeker that it finds using the Kolligate services, the User agrees to indemnify and hold Kolligate harmless from and against any cause of action that may arise from the collection, use, storage, etc., of that PII. 
16. Term. This Agreement has a 12-month term. At the completion of the first and every other term, this Agreement will automatically renew for another 12 months unless either party notifies the other in writing of termination prior to the expiration of the then current term.