This document (the “Terms of Service”,) explains how we will work together and governs the relationship between your facility and SNAPforSeniors®. Please contact us if you have any questions. By signing, you agree, for yourself and on behalf of your company or facility (“you” or “your” or “your facility” or “Provider”), to the terms of this Agreement and you acknowledge that you have read and fully understand this Agreement.

1. SNAPforSeniors, Inc. (“Company”) is an information and communication company serving seniors and their families. The Company provides lead generation services that matches requests from potential customers (“Users or Buyers”) with providers who offer housing, financial, medical, healthcare, or other products or services that may be able to meet User’s needs. SNAPforSeniors Alliance Network partners act as the venue for Users to submit leads to Providers who contract with SNAPforSeniors. Users can access the service free of charge, and all charges associated with this service are incurred by the Provider. SNAPforSeniors also licenses its provider database to third party websites, collectively referred to as the Alliance Network.

2. Term of Listings. There are NO COSTS associated with the online completion of a SNAP-Profile for senior housing providers, which adds a detailed description of your facility to your free listing on SNAPforSeniors®. SNAPforSeniors reserves the right to charge a service fee for SNAP-Profiles submitted in any other format. Your SNAP-Profile will be posted on SNAPforSeniors.com and throughout our Alliance Network indefinitely. We encourage you to review the accuracy of your listing once it has been posted and to update it on a regular basis.

3. Member Administrator. You agree to designate at least one person on your SNAP-Profile that is authorized to create, update or delete SNAP-Profile(s) as your Member Administrator and who will elect listing upgrades, authorize payment, and act as the single point of accountability between SNAPforSeniors® and your organization. In addition, the Member Administrator is authorized to create and manage other users within your business organization. You agree to defend, indemnify and hold SNAPforSeniors and its shareholders, offices, directors, employees, successes and assign harmless (including attorney’s fees and costs) from any claims that arise out of your or the Member Administrator’s failure to maintain accurate information on your SNAP-Profile.

4. SNAP-Profile. Once we receive your completed SNAP-Profile, SNAPforSeniors will build your comprehensive online listing. Your SNAP-Profile will promote the important features of your facility, including accommodations by room types, level of care, amenities, specialties and other pertinent information within our proprietary, user-friendly design and format, and you agree that SNAPforSeniors® may display your facility in other third party co-branded websites that incorporate the SNAPforSeniors service. You agree to complete and return your SNAP-Profile and to provide this to us as a works made for hire. SNAPforSeniors may also host user comments and ratings about your facility which will be in compliance with the user comments guidelines and terms of use published on Alliance Network websites. We may provide a link to your facility website from the SNAP-Listing™ and reserve the right to charge a fee for this service and to not include a link if your site is not a paid subscriber or is hosted and managed by a competitor’s or similar listing service.

5. Confidentiality & Privacy. You agree that this Agreement and all user registration and subscription forms/information are confidential and will not be shared with or disclosed to third parties. You agree to fully comply with all regulations or commitments that govern your industry, including, but not limited to all privacy and confidentiality regulations and laws.

6. Non-Ranking Service; Commercial Enterprise. You understand and agree that SNAPforSeniors is not a ranking or endorsement service. Each senior housing provider’s name and information is provided on the SNAPforSeniors service as a reference and information source only. You further agree that it is your and the user’s responsibility to determine if the person is appropriate for admission to your facility.

7. Optional Listing Upgrades. There are optional upgrades with associated costs, such as photos, virtual tours, availability postings and hosting website links. If you choose to purchase one or more upgrades, you agree to make payments to SNAPforSeniors® as explained in the current, at time of payment, fee schedule and you understand and agree that all your payments are non-refundable and non-transferable. Prepayment must be secured before optional upgrades will be made available by SNAPforSeniors. As such, you agree to have SNAPforSeniors process the appropriate service charge according to the billing or credit card instructions provided to SNAPforSeniors by a Member and/or Member Administrator, including charging your designated credit or debit card on record at the time of your purchase. You understand and agree that any failure to comply with this Agreement may result in a revocation of your Listing upgrade with no refund of any portion of the fees for upgrades.

8. Lead Acquisition/Premium Listing. SNAPforSeniors reserves the right to charge set-up and acquisition fees related to matching and delivering Qualified Leads to the Provider. A Qualified Lead is defined as a consumer request submitted on the SNAPforSeniors lead form. SNAPforSeniors will apply commercially reasonable efforts to eliminate duplicate and erroneous requests prior to transmission. You may choose to receive unlimited Qualified Leads by paying a monthly subscription fee or paying for Qualified Leads on a per lead basis. You agree to make payments to SNAPforSeniors as explained in the current, at time of payment, fee schedule and you understand and agree that all your payments are non-refundable and non-transferable. Payment arrangements must be agreed upon before lead delivery begins. You understand that leads may not be exclusive and that leads may be sent to other providers in your service area.

9. Lead Generation Invoicing & Payment. SNAPforSeniors will invoice Provider for lead generation at a mutually agreed on interval for all Qualified Lead fees earned in that period. All invoices are due upon receipt. Any payment not received within thirty (30) days after the invoice date will accrue interest at a rate of one and one-half percent (1½%) per month, or the highest rate allowed by applicable law, whichever is lower. Provider agrees to reimburse SNAPforSeniors for any costs incurred as a result of any collection activity in respect of undisputed amounts owing by Provider, including but not limited to reasonable attorneys’ fees and expenses, unless otherwise prohibited by law. If Provider, within 15 days receipt of invoice validly disputes any leads/charges (e.g. invalid leads) reflected on an invoice from SNAPforSeniors, SNAPforSeniors will pursue one of three courses of action, at Provider’s request: a) refund the validly disputed amount within 15 days of the determination of the validity of such dispute, b) reduce the following month’s invoice by the same number of validly disputed Qualified Leads for which Provider has paid, or c) replace the validly disputed leads for which Provider has paid with Qualified Leads during the following month. As used in this Agreement, the term “validly disputes any leads/charges” means any dispute of any paid invoice by Provider that is accompanied by material documentation to support Provider’s assertion that amounts invoiced do not accurately reflect the amount of Qualified Leads delivered to Provider or contain other errors. Provider shall not have the right to dispute any lead of which Provider has made actual use to establish contact with a potential consumer of Provider’s services or to dispute or otherwise claim credit for any lead that: (i) is not a duplicate; or (ii) contains Lead Contact Information and/or other information that SNAPforSeniors has agreed to deliver to Provider for each Qualified Lead. Validly disputed charges after 15 days of receipt of invoice will be handled on a case by case basis.

10. Intellectual Property. You agree that all content, photographs, video tours, audio files, and any other materials created by you (i.e. your completed SNAP-Profile Form) or for you and provided to SNAPforSeniors (the “SNAP-Profile Content”) will be owned exclusively by SNAPforSeniors , except for content licensed by you or others that is provided for use on the SNAPforSeniors service and your SNAP-Profile. If your trademark or service mark appears in your SNAP-Profile, you grant to SNAPforSeniors the perpetual and transferable right to use your mark(s) in the SNAPforSeniors service and in our collateral marketing and promotional materials.

11. Other Services. From time to time, SNAPforSeniors may make available to you and/or your facilities certain interactive voice services for use as part of your listing. You expressly acknowledge and agree that: (a) your use of such IVR services and all leads generated by such services, if any, is at your sole risk; (b) customers and potential customers (together, “consumers”) utilizing such services may have placed their phone numbers and other contact information on one or more “Do Not Call” lists, and/or one or more similar databases; (c) SNAPforSeniors does not screen such consumers’ information against any Do Not Call lists or other databases, but provides it to you “as is”, without any representation or warranty of any kind; and (d) YOU ARE SOLELY RESPONSIBLE FOR SCREENING SUCH CONTACT INFORMATION AGAINST THE THEN-CURRENT VERSION OF ALL APPLICABLE DO NOT CALL LISTS AND SIMILAR DATABASES, IF ANY.

12. Other Promises. You represent and warrant: (i) that you are in compliance with all state and federal laws and regulations that govern your industry or services; (ii) that the information you provide for your SNAP-Profile is accurate and up-to-date, and that the person that completes and signs your SNAP-Profile is authorized to do so on your behalf (iii) that you have the right to convey all rights in and to any information, content and materials you provide to SNAPforSeniors for use on the SNAPforSeniors service, as well as having the rights to all updates thereto that are provided to SNAPforSeniors (iv) that you have the right to allow SNAPforSeniors to use all trademarks or service marks that may appear on your SNAP-Profile. You agree to indemnify, defend and hold SNAPforSeniors and its shareholders, officers, directors, employees, successors and assign harmless (including attorneys’ fees and costs) from any allegations claiming a breach of the promises in this Agreement.

13. Termination of Listing. SNAPforSeniors will maintain your SNAP-Profile during the term of your Listing. You agree to immediately retract and cease, “turn off” any availability postings if you receive a state enforced sanction or conditional “stop placements” status for your facility or if your facility loses its license. You also agree that SNAPforSeniors can and will remove your SNAP-Profile if we learn that you have lost your license.

14. Limitation of Liability. THE SNAPFORSENIORS® SERVICE IS PROVIDED “AS IS.” SNAPFORSENIORS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Neither party shall be liable to the other for lost profits or special, incidental, statutory, consequential or punitive damages, or cost of procurement of substitutes, arising out of or in connection with this Agreement or the relationship between the parties. You agree that the maximum liability SNAPforSeniors shall have to you in law, tort, equity or under any state or federal statute or regulation shall be the greater of the total amount you paid SNAPforSeniors in the immediate 6-month period, or $5.00. Some states or jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or indirect damages, so the above limitations may not apply to you. The foregoing shall be enforceable to the maximum extent permitted by applicable law. You assume all responsibility for compliance with applicable local, state, and federal laws involving misuse, mishandling, or improper usage of storage of consumer information obtained through the SNAPforSeniors service.

15. Disputes and Governing Law. This Agreement and the relationship between SNAPforSeniors® and you, your employees shall be governed by Washington law without regard to its conflict of law principles. If any disputes arise, the parties shall appoint a single authorized person to attempt to resolve the issue on the phone with the other through good faith discussions and negotiations. If either party believes the other is in material breach of this Agreement, then that party must give the other written notice of the issue and allow 30 days to cure. No lawsuits shall be filed during this 30-day period. All lawsuits between the parties shall be filed exclusively in the state or federal courts sitting in Seattle, Washington, and the parties consent to the exclusive venue and jurisdiction of such courts. The prevailing party in any such action will be awarded its reasonable attorneys’ fees and costs incurred in any such dispute, including all fees and costs incurred on appeal or in the collection of any judgment.

This document was formerly referred to as the Membership and Listing Agreement.