USER AGREEMENT

THIS USER AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS ON WHICH BID4HEALTH, LLC (“BID4HEALTH”, “WE”, “US” OR “OUR”) OFFERS YOU ACCESS TO OUR SERVICES . PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, ALONG WITH THE TERMS AND CONDITIONS OF THE BID4HEALTH TERMS OF USE, BID4HEALTH PRIVACY POLICY AND BID4HEALTH FEE POLICY, ALL INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE “ADDITIONAL AGREEMENTS”). BY BECOMING A BID4HEALTH MEMBER OR USING OUR SERVICES, THE USER (“YOU”) INDICATE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT ALONG WITH THE ADDITIONAL AGREEMENTS. IF YOU DO NOT AGREE TO READ AND BE BOUND BY SUCH AGREEMENTS, DO NOT BECOME A MEMBER OF BID4HEALTH OR OTHERWISE USE OR ACCESS OUR SERVICES IN ANY MANNER, INCLUDING THROUGH OUR WEBSITE WWW.B4HEALTH.COM (“SITE”).

1. Fees and Services . Joining and bidding on shifts via B4Health is free. We do charge fees to the healthcare facilities using this application in accordance with our Fee Policy, which you may receive by contacting us. We may change our Fee Policy from time to time upon providing you with at least fourteen (14) days' notice of the change by posting the change on the Site. We may choose to temporarily change our Fees Policy and the fees for our services for promotional events, and such changes are effective when we post the temporary promotional event on the Site. In the event we introduce a new service, the fees for that service are effective at the launch of the service.

2. Term and Termination . This Agreement shall commence upon our acceptance of you as a new user, and shall continue until (i) your membership is terminated; or (ii) this Agreement is otherwise terminated in accordance with the terms and conditions hereof. This Agreement may be terminated at any time by either party.

3. B4Health is a Venue, Not an Auctioneer . Although we may be referred to as an online health care staffing auction web site, we are not a traditional "auctioneer." Instead, the Site acts as a venue to allow anyone to offer, sell, and posted shifts, at anytime, from anywhere, in a variety of pricing formats, including a fixed price format and an auction-style format commonly referred to as an "online auction" or "auction". We are not involved in the actual transaction between the facility posting a shift and the users seeking to purchase such shift.

4. Information .

4.1 Personal Information . During your interactions with the Site, B4Health may request personal information (“Personal Information”) from you, including without limitation any information you provide to us or other users in the registration, bidding or listing process, in any public message area (including the feedback area) or through any email feature . B4Health currently does not use Personal Information other than to process your request that required you to submit Personal Information, provide the Services, provide you with additional information about our services as well as other staffing related products and services, facilitate record-keeping and market and customer analysis, and comply with any laws, regulations or any agreements between us and you. B4Health does not sell any visitor-provided information to third parties. For more information, please see our Privacy Policy found on the Site.

4.2 Information Verification . While we may, in our sole discretion, verify the accuracy of the information our users provide us when they register on and use the Site, including without limitation Personal Information and Comments (defined below), or provide to other users through the Site (collectively, “User Information”), we do not confirm all User Information. Since we are not involved in the actual transaction between the facility posting a shift and the users seeking to purchase such shift, we have no control over or the ability to verify the quality, safety or legality of the user credentials offered or the truth or accuracy of the listed shifts. Likewise, we cannot ensure that a facility or a user will actually complete a transaction. We encourage you to communicate directly with the user/facility you intend to deal with through the tools available on the Site.

4.3 Information Control . B4Health is not obligated to monitor your or any other user’s/facilities’ use of the Site, including without limitation any User Information; such responsibility rests solely with the individual users/facilities. As such, you may find other user’s/facilities’ User Information to be offensive, harmful, inaccurate, or deceptive. By using this Site, you agree that B4Health is not responsible for the acts or omissions of other users/facilities on the Site. We reserve the right to monitor your use of the Site and to restrict or terminate your use of the Site or modify or remove any information found on the Site for any reason or no reason in our sole judgment.

4.4 Information License . You grant us a limited non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in your User Information, in any media now known or not currently known, in accordance with this Agreement.

5. Bidding, Win Now and OSHA . As a user, you are obligated to complete the transaction with the facility, once notified, under the terms and conditions put forth by that individual facility. Please note that the lowest bid does not always win a shift. Facilities reserve the right to select the winner based on skills match, previous employer feedback etc. As a user, you also agree and must disclose that if working a shift places you into an overtime status as described by OSHA, that the facility must be made aware of this prior to the actual shift. B4Health is not responsible for the acts or omissions of users/facilites as it relates to all OSHA requirements nor is B4Health ever to be considered an employer of record of any user or facility.

6. Feedback . We utilize a user feedback rating system (“Rating System”) to facilitate trading whereby we create a user profile (“User Profile”), including a rating (“User Rating”), for each user consisting of a compilation of comments (each, a “Comment”) posted by other users regarding the other users’ experiences dealing with that user.  User Ratings could increase or decrease the number of opportunities available to you through our site and services. By becoming a B4Health member or using our services, you agree to participate in our User Ratings system. You may not take any actions that may undermine the integrity of the Rating System. We may suspend your membership or limit the number of bids and listings you may place on the Site based upon your User Profile. Y ou shall not market, export or import your User Profile to or from any venue other than a B4Health operated website.

7. Additional Remedies . Without limiting our other remedies, we may limit your activity, immediately remove your bids or information, warn our community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership or refuse to provide our services to you if we believe, in our sole discretion, you have breached or will breach this Agreement or the documents it incorporates by reference.

8. Prohibited Activities . You shall not provide any User Information that: (i) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (ii) is obscene or contains child pornography, (iii) contains any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, including Personal Information; (iv) is false or misleading; (v) creates liability for us or causes us to lose (in whole or in part) the services of our ISPs or other suppliers; or (vi) infringes upon or causes the infringement of, or otherwise violates, the rights of any third party, including without limitation, any intellectual property, contractual or fiduciary rights (collectively, the “Prohibited Activities”).

9. Representation and Warranty By You . You represent and warrant to us that you (i) are an individual that is at least eighteen (18) years of age and duly authorized to enter into this User Agreement; (ii) have not been temporarily or permanently suspended by us from using the Services or the Site; (iii) will be solely responsible for all of your acts, as well as all acts under you control or allowance; (iv) will not employ fraudulent, deceptive, misleading or unethical practices or practices that otherwise are or might be, in our sole judgment, detrimental to us, the Services, the Site or our users; (v) will not link the Site directly or indirectly to any other website without our prior written permission, to be given in our sole discretion ; (vi) shall comply with all applicable domestic and international laws, statutes, ordinances and regulations (including, but not limited to, those governing consumer protection, unfair competition, antidiscrimination or false advertising) regarding your use of the Site and the Services ; (vii) will not transfer or sell your User Profile or access to your B4Health membership; and (viii) will not engage in any Prohibited Activities. You agree and acknowledge that we are not responsible or liable to anyone, including without limitation you or any other user of the Site or the Services or any other party that may benefit directly or indirectly from your use of the Site or the Services, for your breach or anticipated breach of this Agreement.

10. Representation and Warranty Disclaimer By B4Health . ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, TECHNICAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. OUR SERVICES, THE SITE AND ALL INFORMATION ON THE SITE, INCLUDING TEXT, IMAGES, AND LINKS, AND THE INFORMATION ON ANY WEBSITES, WHETHER AFFILIATED OR UNAFFILIATED WITH BID4HEALTH, WHICH YOU MAY VISIT THROUGH THE SITE, IS PROVIDED “AS IS” BY BID4HEALTH, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SITE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; (VIII) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM; OR (IX) THAT ALL SERVICES OFFERED BY BID4HEALTH OR OUR AFFILIATES WILL BE AVAILABLE IN ALL MARKETS. EFFORTS BY BID4HEALTH TO MODIFY THE SITE SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS. BID4HEALTH AND OUR PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THESE TERMS OF USE, STATUTE, REGULATION, COMMON LAW PRECEDENT OR DOCTRINE, OR OTHERWISE, EVEN IF BID4HEALTH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS NEGLIGENT . In jurisdictions that prohibit the exclusion or limitation of liability for consequential or incidental damages, B4Health’s liability is limited to the greatest extent permitted by law.

11. Indemnification . You will indemnify, defend and hold us and our parent, subsidiaries, affiliates, officers, directors, agents, and employees (collectively, the “Indemnified Parties”) harmless against any and all claims, losses, liabilities, suits, damages (actual and consequential) of every kind and nature and disputes, including attorneys fees (collectively, “Claims”), arising from (i) your breach of this Agreement; (ii) the provision of or content of any User Information or other information that you provide to us or any of our other users; (iii) your use of any information provided to you by us or any of our users; or (iv) your use of the Site or the Services. In the event that you have a dispute with one or more of our Site or Service users or facilities, you release the Indemnified Parties from any Claims arising out of or in any way connected with such disputes.

12. No Agency . Nothing in this Agreement shall be deemed to establish an agency, partnership, joint venture, franchise, association or employment relationship between you and us.

13. Notices . A ll notices to any party hereunder must be in writing. Except as specifically stated otherwise by us, n otices must be delivered personally, by registered or certified mail (postage pre-paid) or by fax and shall be deemed to have been received on the day personally delivered, or if sent by registered or certified mail, on the fifth business day after mailing, or if by fax, on the day such notice was faxed. Notices shall be sent to the following addresses: To us – B4Health Attn: Legal Department 7900 Wisconsin Ave #400 Bethesda, MD 20814, mike.wheeden@b4-health.com; to you – the mail or email address you provide to B4Health during the registration process.

14. Arbitration . Any dispute arising out of, or relating to, this Agreement shall be settled by arbitration to be conducted in accordance with the most current version of the Judicial Arbitration and Mediation Services ("JAMS") Comprehensive Arbitration Rules and Procedures, as found at the website www.jamsadr.com. Proceedings to enforce, confirm, modify or vacate any arbitration award hereunder shall be controlled by and conducted in conformity with t he Federal Arbitration Act, 9 U.S.C. Sections 1-16, and not state law. The costs of the arbitration, including the arbitrator's fees, shall be shared equally by the parties; provided, however, that each party shall bear the cost of preparing and presenting its own claims and/or defenses (including its own attorneys' fees). The arbitration will be held in Baltimore, MD. The arbitrator has no authority to award any indirect, incidental, special, reliance, punitive, or consequential damages, including damages for lost profits. The arbitrator's decision shall be final, binding, and enforceable in a court of competent jurisdiction. If a party is required to enforce compliance with this Section (including non-payment of an award), then the non-complying party shall reimburse all of the costs and expenses incurred by the party seeking such enforcement (including reasonable attorneys' fees).

15. Jurisdiction and Venue . THIS USER AGREEMENT IS ENTERED INTO IN THE STATE OF MARYLAND AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND, EXCLUDING ANY LAW OR CONFLICTS OF LAW PRINCIPLE THAT WOULD APPLY THE LAW OF ANOTHER JURISDICTION, AND EXCLUDING THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. EXCLUSIVE JURISDICTION FOR ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS USER AGREEMENT SHALL BE ONLY IN THE FEDERAL OR STATE COURT WITH COMPETENT JURISDICTION LOCATED IN BALTIMORE, MARYLAND. YOU CONSENT TO THE EXERCISE OF PERSONAL JURISDICTION BY SUCH COURTS IN ANY SUCH ACTION.

16. Changes in Agreement . B4Health reserves the right to change this Agreement at any time at its sole discretion and without notice to you. Except as otherwise specifically stated herein, all Agreement changes are effective immediately. Your continued use of the Site and/or the Services following any changes to this Agreement will mean you accept such changes.

17. General . This Agreement may not be amended or modified except by us in accordance with this Agreement. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. You may not assign this Agreement, including any part of your B4Health account, without our prior written consent. Subject to the foregoing/ this Agreement shall be binding upon and inure to the benefit of the parties/ their successors and permitted assigns. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Notwithstanding any course of dealing or our failure to strictly enforce this Agreement, no term, right or condition hereof shall be deemed waived and no breach excused, unless such waiver and consent shall be in writing and signed by us. No waiver of any breach shall constitute a waiver of any other breach. Sections 1, 4, 8, 9, 10, 11, 13, 14, 15 and 17 shall survive termination or expiration of this Agreement.

18. Use Outside the United States . B4Health makes no claims that the Services may be lawfully viewed, accessed or used outside the United States. Access or use of the Services may not be legal by certain persons or in certain countries. If you access or use the Services from outside of the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.