Welcome to the CrowdCircle Inc. ("CrowdCircle") website and services. The following Terms of Use apply to all users of www.HealthCrowd.com and its associated websites and services (collectively, the "HealthCrowd Site"). The following Terms of Use for the HealthCrowd Site is a legal contract between you, an individual user or a single entity (collectively or individually "Users"), and CrowdCircle regarding your use of the HealthCrowd Site. Together, Users and CrowdCircle are referred to herein individually as "Party" or collectively as the "Parties". When using the HealthCrowd Site, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All Guidelines are hereby incorporated by reference into these Terms of Use. Additionally, if you choose to create an account on the HealthCrowd Site you will be bound by the terms of any user agreement associated with such account (" Additional Terms").

BEFORE USING THE HEALTHCROWD SITE, PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE HEALTHCROWD SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, ADDITIONAL TERMS AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS OF USE" OR "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE HEALTHCROWD SITE.

1. Eligibility. In order to use the HealthCrowd Site, you must be the age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. You represent that you meet the eligibility requirements in this Section. In any case, you affirm that you are over the age of 13, as the HealthCrowd Site is not intended for children under 13. If you are using or opening an account on the HealthCrowd Site on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you: are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.

2. Privacy Notice. Your privacy is important to CrowdCircle. CrowdCircle’s Privacy Notice is hereby incorporated into these Terms by reference. Please read this notice carefully for information relating to CrowdCircle’s collection, use, and disclosure of your personal information.

3. Modification of the Terms; Modification of Fees. CrowdCircle reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. All changes shall be effective immediately. In the event of a material change, we will notify you via the most recent e-mail address that you have provided to us in conjunction with your account. Please check these Terms periodically for changes. Your continued use of the HealthCrowd Site after the posting of changes constitutes your binding acceptance of such changes.

4. HealthCrowd Site Access. CrowdCircle grants you permission to use the HealthCrowd Site as set forth in these Terms, provided that and for so long as (i) you use the HealthCrowd Site solely for your personal or internal business use; (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the HealthCrowd Site in any medium without CrowdCircle’s prior written authorization; (iii) you do not alter or modify any part of the HealthCrowd Site other than as may be reasonably necessary to use the HealthCrowd Site for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you otherwise fully comply with these Terms. The HealthCrowd Site is controlled and offered by CrowdCircle from its facilities in the United States of America. CrowdCircle makes no representations that the HealthCrowd Site is appropriate or available for use in other locations. If you are accessing or using the HealthCrowd Site from other jurisdictions, you do so at their own risk and you are responsible for compliance with local law.

5. Ownership; Proprietary Rights. As between the Parties, the HealthCrowd Site including the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the HealthCrowd Site that are provided by CrowdCircle ("CrowdCircle Materials") are owned and/or licensed by CrowdCircle. CrowdCircle Materials do not include Non-CrowdCircle Content (as defined below). Except as expressly authorized by CrowdCircle, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the HealthCrowd Site or the CrowdCircle Materials. CrowdCircle reserves all rights not expressly granted in these Terms. User shall not acquire any right, title, or interest to the CrowdCircle Materials, except for the limited rights set forth in these Terms.

6. Content.

(a) Counseling Sessions. The HealthCrowd Site may now or in the future permit you to connect with various healthcare professionals (each, an "Expert") via voice over IP (VoIP) or similar web-enabled technologies for purposes of receiving advice from such Expert (each instance of receiving such advice, a "Counseling Session"). CrowdCircle may record and maintain audio and/or video recordings of each Counseling Session. You grant CrowdCircle permission to (i) record and store such Counseling Sessions and (ii) redistribute such recorded Counseling Sessions to you and the Expert providing advice in such Counseling Session. Such recordings are intended to permit you and the Expert providing advice in such Counseling Session to access and review the Counseling Session at later dates and will be used solely in accordance with the Privacy Policy or any user agreement you enter into as part of the registration process on the HealthCrowd Site.

(b) No Medical Advice. Neither CrowdCircle’s maintenance of the HealthCrowd Site nor your use of the HealthCrowd Site for purposes of receiving advice in a Counseling Sessions creates an express or implied physician-patient relationship between you and CrowdCircle, its employees or consultants. All advice given by the Expert in any Counseling Session is solely the opinion of the Expert (and not CrowdCircle) and is not endorsed or sponsored by CrowdCircle in any way. Your use of the HealthCrowd Site and the materials contained therein is at your own risk. The Counseling Sessions and other information located on the HealthCrowd Site are for general health information only. The Counseling Session and information on the HealthCrowd Site are not intended to be used as medical advice, diagnosis, or treatment of any medical condition or health problem. You should never use the Counseling Sessions or any other information located on the HealthCrowd Site as a substitute for a thorough and complete discussion with your doctor about a medical condition or health problem you may have, and you should not rely solely on the Counseling Sessions or the information in the HealthCrowd Site when choosing a treatment plan or evaluating any other medical advice regarding any disease or medical condition. Questions regarding any medical condition, including whether or how to use any information presented on the HealthCrowd Site, should be addressed to your own physician or other healthcare provider. CrowdCircle strongly urges that you consult with a physician in connection with any and all medical decisions, including testing, diagnosis and treatment options that may be available to you and independently verify any information on which you intend to rely with respect to such decisions. CROWDCIRCLE MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY INFORMATION CONTAINED OR REFERENCED IN THE COUNSELING SESSIONS OR HEALTHCROWD SITE. HEALTH-RELATED INFORMATION AND TECHNOLOGY CHANGE FREQUENTLY AND THEREFORE INFORMATION CONTAINED IN THE HEALTHCROWD SITE MAY BE OUTDATED, INCOMPLETE OR INCORRECT. CROWDCIRCLE DOES NOT ASSUME ANY RISK WHATSOEVER FOR YOUR USE OF THE COUNSELING SESSIONS OR THE INFORMATION CONTAINED THEREIN OR ELSEWHERE ON THE HEALTHCROWD SITE. IN USING THE HEALTHCROWD SITE, YOU AGREE THAT NEITHER CROWDCIRCLE NOR ANY OTHER PARTY IS OR WILL BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY DECISION MADE OR ANY ACTION TAKEN OR ANY ACTION NOT TAKEN DUE TO YOUR USE OR RELIANCE ON ANY INFORMATION PRESENTED ON THE HEALTHCROWD SITE OR AS A RESULT OF USING THE HEALTHCROWD SITE.

7. Non-CrowdCircle Content Disclaimer. You understand that when using the HealthCrowd Site you will be exposed to User Content and other third party content (together, the "Non-CrowdCircle Content") from a variety of sources, including the Experts using the HealthCrowd Site as a platform to provide advice, and that you may be exposed to Non-CrowdCircle Content that is inaccurate, offensive, indecent, or otherwise objectionable. CROWDCIRCLE DOES NOT ENDORSE ANY NON-CROWDCIRCLE CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL CROWDCIRCLE BE LIABLE IN ANY WAY FOR OR IN CONNECTION WITH THE NON-CROWDCIRCLE CONTENT OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, FOR ANY INACCURACIES, ERRORS OR OMISSIONS IN ANY NON-CROWDCIRCLE CONTENT, ANY INTELLECTUAL PROPERTY INFRINGEMENT WITH REGARD TO ANY NON-CROWDCIRCLE CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY NON-CROWDCIRCLE CONTENT POSTED, EMAILED OR OTHERWISE DISPLAYED OR TRANSMITTED THROUGH THE HEALTHCROWD SITE.

8. Non-Monitoring of Users and Non-CrowdCircle Content. You understand that you, and not CrowdCircle, are entirely responsible for all information and content ("User Content") that you e-mail, transmit or otherwise make available through the HealthCrowd Site. CrowdCircle does not control the Non-CrowdCircle Content or User Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Non-CrowdCircle Content or User Content for any purpose. You agree that you must evaluate, and bear all risks associated with the use of any User Content or other Non-CrowdCircle Content, including any reliance on the accuracy, completeness, usefulness, or legality of such User Content or other Non-CrowdCircle Content.

9. Removal of Non-CrowdCircle Content. CrowdCircle and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Non-CrowdCircle Content or User Content that is available on the HealthCrowd Site in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.

10. Prohibited Uses of the HealthCrowd Site.

(a) As a condition of your use of the HealthCrowd Site, you hereby represent and warrant that you will not use the HealthCrowd Site for any purpose that is unlawful or prohibited (including without limitation, the prohibitions in this Section) by these Terms.

(b) Any use by you of any of the CrowdCircle Materials and HealthCrowd Site other than for your personal or internal business use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the HealthCrowd Site, use of the HealthCrowd Site, access to the HealthCrowd Site, or Non-CrowdCircle Content obtained through the HealthCrowd Site, for any purpose other than for your personal or internal business use.

(c) You agree not to use the HealthCrowd Site if you do not meet the eligibility requirements described in Section 1 above.

(d) You agree not to defame, harass, abuse, threaten, stalk or defraud users of the HealthCrowd Site, or collect, or attempt to collect, personal information about users or third parties without their consent.

(e) You agree not to intentionally interfere with or damage, impair or disable the operation of the HealthCrowd Site or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.

(f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the HealthCrowd Site, features that prevent or restrict the use or copying of any part of the HealthCrowd Site, or features that enforce limitations on the use of the HealthCrowd Site.

(g) You agree not to attempt to gain unauthorized access to the HealthCrowd Site, or any part of it, other accounts, computer systems or networks connected to the HealthCrowd Site, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the HealthCrowd Site or any activities conducted through the HealthCrowd Site.

(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the HealthCrowd Site. You agree neither to modify the HealthCrowd Site in any manner or form, nor to use modified versions of the HealthCrowd Site, including (without limitation) for the purpose of obtaining unauthorized access to the HealthCrowd Site.

(i) You agree that you will not use any robot, spider, scraper, or other automated means to access the HealthCrowd Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the HealthCrowd Site.

(j) You agree not to utilize framing techniques to enclose any trademark, logo, or other CrowdCircle Materials without our express written consent. You agree not to use any meta tags or any other "hidden text" utilizing CrowdCircle’s name or trademarks without CrowdCircle’s express written consent.

(k) You agree not to deep-link to the HealthCrowd Site and will promptly remove any links that CrowdCircle finds objectionable in its sole discretion. You agree not to use any CrowdCircle logos, graphics, or trademarks as part of the link without our express written consent.

(l) You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the HealthCrowd Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

(m) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the HealthCrowd Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(n) You agree not to modify, adapt, translate, or create derivative works based upon the HealthCrowd Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

(o) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

11. Account Information. In order to access some features of the HealthCrowd Site, you will have to create an account. You represent and warrant that the information you provide to CrowdCircle upon registration and, at all other times, will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent, and agree that CrowdCircle may access, preserve and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to claim that any User Content violates the rights of third parties; (d) provide certain customized features of the HealthCrowd Site to you, if any, or respond if you contact CrowdCircle for any reason; or (e) protect the rights, property, or personal safety of CrowdCircle, the users, and the public.

12. Password. If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify CrowdCircle. YOU MAY BE LIABLE FOR THE LOSSES INCURRED BY CROWDCIRCLE OR OTHERS DUE TO ANY UNAUTHORIZED USE OF YOUR ACCOUNT.

13. Dealings with Advertisers and other Users. Your correspondence or business dealings with, or participation in promotions of, advertisers and other Users found on or through the HealthCrowd Site are solely between you and such advertiser or User. YOU AGREE THAT CROWDCIRCLE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS OR USERS ON THE HEALTHCROWD SITE.

14. Links and Third Party Websites. CrowdCircle, Users, or third parties may provide links on the HealthCrowd Site to other sites including the content therein ("Reference Sites"). CrowdCircle has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by the HealthCrowd Site. CrowdCircle provides links to you only as a convenience, and the inclusion of any link on the HealthCrowd Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern your use of any site other than the HealthCrowd Site. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.

15. Availability of Service. CrowdCircle may make changes to or discontinue any of the media, web communities, features, programs, products, or services available within the HealthCrowd Site at any time, and without notice. The media, products, or services on the HealthCrowd Site may be out of date, and CrowdCircle makes no commitment to update these materials on the HealthCrowd Site.

16. User Disagreements. You are solely responsible for your involvement with other Users of the HealthCrowd Site. CrowdCircle reserves the right, but has no obligation, to monitor disagreements between you and other users. CROWDCIRCLE DISCLAIMS ALL LIABILITY RELATED TO ANY USER DISAGREEMENT.

17. Terms of Use Violations; Termination.

(a) CrowdCircle. You agree that CrowdCircle, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have through the HealthCrowd Site or your use of the HealthCrowd Site, and remove and discard all or any part of your account or any User Content, at any time. You agree that your access to the HealthCrowd Site or any account you may have or portion thereof may be terminated without prior notice, and you agree that CrowdCircle shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies CrowdCircle may have at law or in equity.

(b) User. If you are dissatisfied with the HealthCrowd Site, please let us know at support@healthcrowd.com. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the HealthCrowd Site, (ii) any term of these Terms, (iii) any policy or practice of CrowdCircle in operating the HealthCrowd Site, or (iv) any content or information transmitted through the HealthCrowd Site, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account and discontinuing your use of any and all parts of the HealthCrowd Site and providing notice of termination at support@healthcrowd.com. CrowdCircle’s right to store User Content and recorded Counseling Sessions will survive any such termination.

18. INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS CROWDCIRCLE, AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE HEALTHCROWD SITE; (II) YOUR USER CONTENT, INCLUDING CROWDCIRCLE’S USE, DISPLAY OR OTHER EXERCISE OF ITS LICENSE RIGHTS GRANTED HEREIN WITH RESPECT TO YOUR USER CONTENT; (III) YOUR VIOLATION OF THESE TERMS; (IV) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, INCLUDING CLAIMS THAT ANY USER CONTENT INFRINGES OR VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS; (V) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS; AND (VI) ANY UNAUTHORIZED USE OF YOUR ACCOUNT NOT CAUSED BY CROWDCIRCLE. CROWDCIRCLE RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF CROWDCIRCLE. CROWDCIRCLE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.

19. Disclaimers; No Warranties.

(a) Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 19, THE TERM CROWDCIRCLE INCLUDES CROWDCIRCLE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.

(b) No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CROWDCIRCLE DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CROWDCIRCLE OR THROUGH THE HEALTHCROWD SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

(c) "As is" and "As available" and "With All Faults." YOU EXPRESSLY AGREE THAT THE USE OF THE HEALTHCROWD SITE IS AT YOUR SOLE RISK. THE HEALTHCROWD SITE, USER CONTENT, NON-CROWDCIRCLE CONTENT, AND ANY OTHER THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE HEALTHCROWD SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

(d) Website Operation and Non-CrowdCircle Content. CROWDCIRCLE DOES NOT WARRANT THAT THE CROWDCIRCLE MATERIALS, USER CONTENT, NON-CROWDCIRCLE CONTENT, HEALTHCROWD SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE HEALTHCROWD SITE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

(e) Accuracy. CROWDCIRCLE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE HEALTHCROWD SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(f) Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE HEALTHCROWD SITE OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

20. Limitation of Liability and Damages.

(a) Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CROWDCIRCLE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE CROWDCIRCLE MATERIALS AND USER CONTENT ON THE HEALTHCROWD SITE OR ANY REFERENCE SITES, THE HEALTHCROWD SITE ITSELF, OR ANY OTHER INTERACTIONS WITH CROWDCIRCLE, EVEN IF CROWDCIRCLE OR A CROWDCIRCLE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Limitation of Damages. IN NO EVENT SHALL CROWDCIRCLE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE HEALTHCROWD SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100 USD) OR FEES PAID BY YOU, IF ANY, IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE THAT SUCH CLAIM AROSE.

(c) Third Party Products and Services. THE ABOVE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES MARKETED, SOLD OR PROVIDED BY USERS, OR OTHERWISE BY THIRD PARTIES OTHER THAN CROWDCIRCLE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE HEALTHCROWD SITE OR THIRD PARTY SITES, INCLUDING WITHOUT LIMITATION ANY REFERENCE SITES.

21. Limitations by Applicable Law; Basis of the Bargain.

(a) Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

(b) Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT CROWDCIRCLE HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND CROWDCIRCLE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CROWDCIRCLE. YOU ACKNOWLEDGE AND AGREE THAT CROWDCIRCLE WOULD NOT BE ABLE TO PROVIDE THE HEALTHCROWD SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

22. Miscellaneous.

(a) Notice. CrowdCircle may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the HealthCrowd Site. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after email is sent, unless CrowdCircle is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide CrowdCircle with notices by email to the address indicated in subsection (j) below.

(b) Dispute Resolution. If a dispute arises between you and CrowdCircle, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and CrowdCircle agree that we will resolve any claim or controversy at law or equity that arises out of these Terms or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution.

(i) Choice of Law/Forum. These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any Claim or dispute you may have against CrowdCircle must be resolved by the federal and state courts located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the "Arbitration Option" paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such Claims or disputes. Notwithstanding the foregoing, CrowdCircle may consider reasonable requests to resolve such disputes through binding arbitration as an alternative to litigation.

(ii) Arbitration Option. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000 and not filed on behalf of a putative class, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration at CrowdCircle’s sole cost and expense. In the event a party elects arbitration, the dispute shall be resolved through binding non-appearance-based arbitration through the American Arbitration Association ("AAA"), and in accordance with the AAA’s Commercial Arbitration Rules available online at http://www.adr.org. Notwithstanding the foregoing, AAA and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;

b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this "Arbitration Option" paragraph and without any abridgment of the powers of the arbitrators.

(c) Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of CrowdCircle to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

(d) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

(e) Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CrowdCircle without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

(f) Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and CrowdCircle as a result of these Terms or use of the HealthCrowd Site. You further acknowledge that by submitting User Content or other Non-CrowdCircle Content, no confidential, fiduciary, contractually implied or other relationship is created between you and CrowdCircle other than pursuant to these Terms.

(g) Survival. Sections 5, 6, 16, 18, 19, 20, 21 and 22 will survive any termination of these Terms or your account whether by you or CrowdCircle.

(h) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

(i) Entire Agreement. This is the entire agreement between you and CrowdCircle relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by CrowdCircle as set forth in Section 3 above.

(j) Disclosures. The services hereunder are offered by CrowdCircle Inc. email: support@healthcrowd.com, telephone: 888-99-CROWD.

Last Updated: July 19, 2010