Terms of Service

Effective Date: March 14th, 2025

Please read these Terms and Conditions (collectively with MAX MERGE SOFTWARE INC.'s Privacy Notice located at https://www.maxmrj.com/privacy-policy and the "Terms and Conditions") fully and carefully before using www.maxmrj.com or mobile apps (the "Platform") and the services, features, content or applications offered by MAX MERGE SOFTWARE INC., doing business as MAXMRJ ("MAX", "we", "us" or "our") (together with the Platform, the "Services"). These Terms and Conditions set forth the legally binding terms and conditions for your use of the Platform and the Services.

1. Acceptance of Terms

By registering for and/or using the Services in any manner, including but not limited to visiting, browsing, downloading, or installing the Platform, you agree to these Terms and Conditions (including, for clarity, the Privacy Notice) and all other operating rules, policies and procedures that may be published from time-to-time on the Platform by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.

Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms and Conditions by this reference.

These Terms and Conditions apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

Arbitration Notice and Class Action Waiver

ARBITRATION NOTICE AND CLASS ACTION WAIVER: Except for certain types of disputes described in the Arbitration section below, you agree that disputes between you and MAX will be resolved by binding, individual arbitration, and you waive your right to participate in a class-action lawsuit or class-wide arbitration unless you opt-out of the Agreement to Arbitrate (see Section 21 "Agreement to Arbitrate") no later than 30 days after the date you first use the Platform or Services. Unless you opt-out: (1) you will only be permitted to pursue claims against MAX on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

2. Disclosures; Description of Services; Limitations

2.1 Platform Disclosure

Platform disclosure to those seeking Providers ("Clients"): MAX is not the employer of the company, service, or person (the "Providers") it refers to you (the "Client") or whom you find on this Platform. Depending on the arrangement between the Providers and you, you may have employer responsibilities. The Provider may be your employee or an independent contractor depending on the relationship you have with him or her. If you direct and control the manner and means by which Providers perform work you may have employer responsibilities, including employment taxes and workers' compensation, under state and federal law. Clients agree to abide by all applicable local, state, and federal employment and wage and hour laws and regulations. For additional information, contact your local Employment Development Department and the Internal Revenue Service.

2.2 Description of Services

MAX is a Platform. We offer various Services to help its users find, coordinate, and maintain quality services and products ("Provider Services"). "Provider Services" may include, without limitation: home health, hospice, home care, pharmacy services, assisted living, medical equipment, consumables, supplies, products, services in general. The Services we offer include, among others:

• We enable the gathering of information about providers
• We Validate providers are part of the Client's network of providers
• We enable Clients seeking Providers to find matching providers on the Platform, and we enable Providers to update their profiles on the Platform and accept referrals from Clients
• We provide search and browse functionality on the Platform to allow Clients and Providers to narrow the pool of Clients or Providers they are interested in meeting based on their requirements and preferences
• We provide a communications platform to allow Clients and Providers to communicate without sharing personal contact information

We do not provide any tools to perform any or other work. Instead, we provide the Platform and information to help Clients and Providers make more informed decisions on choosing each other and coordinating what work is to be done, rate, and schedule among each other, collecting requirements with matching criteria, filtering by preferences, and a communication platform.

We offer through Stripe, Inc., ("Stripe"), a third party, a service that facilitates the payment of MAX's subscription fee by Clients and Providers via a credit card. These payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Terms, individuals who use the payment service also agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of MAX enabling payment processing services through Stripe, you agree to provide MAX accurate and complete information about you, and you authorize MAX to share it and transaction information related to your use of the payment processing services provided by Stripe. MAX assumes no liability or responsibility for any payments you may make through this service, and all such payments are non-refundable.

3. Limitations of Services

Accessing Our Platform: You are responsible for making all arrangements necessary for you to have Internet connectivity and access to our Platform. We reserve the right to amend, restrict or remove any portion of our Platform, as well as any products or services that we offer on our Platform, in our sole discretion and without notice to you. We will not be liable if, for any reason, all or any part of our Platform is unavailable at any time or for any reason.

We offer a variety of Services to help our users find, coordinate, and maintain products and services. However, we do not employ or control any Providers; instead, MAX is a Provider Platform. As such, except as set forth below, Clients are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable payroll, tax, workers' compensation, and minimum wage laws). As a Platform, we have no control over the quality, timing, or legality of the services actually delivered by Providers, nor of the integrity, responsibility or actions of Clients or Providers and we do not recommend Clients or Providers nor make any representations about the suitability, reliability, timeliness, or accuracy of the services provided by Providers or the integrity, responsibility or actions of Clients or Providers whether in public, private or offline interactions. We do, however, reserve the right to refuse to continue offering Providers or Clients access to the profiles of the other or referrals for any reason or no reason at all.

4. HIPAA Compliance and Business Associate Agreement

MAX may perform or assist in performing a function or activity on Client's or Provider's behalf that involves the use, download, upload, transfer, and disclosure of Protected Health Information (as defined in 45 C.F.R. 164.501; hereinafter, "PHI"). The parties hereto shall use or disclose such PHI as required by the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Standards for Privacy of Individually Identifiable Health Information (the "Privacy Rule") and the Standards for Security of Electronic Protected Health Information (the "Security Rule") promulgated thereunder, and the Health Information Technology for Economic and Clinical Health Act (Division A, Title XIII and Division B, Title IV, of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) (the "HITECH Act").

5. California Consumer Privacy Act (CCPA)

This applies solely to the extent that (1) MAX's Services are not exempt from the California Consumer Privacy Act of 2018 ("CCPA") under California Civil Code sections 1798.145(c)(1)(A) and (c)(1)(B) pertaining to medical information, PHI, providers of health care, and covered entities; (2) you are a "business" within the meaning of the CCPA; and (3) MAX is processing the personal information of California residents.

6. Telephone Consumer Protection Act (TCPA)

Regarding compliance with the Telephone Consumer Protection Act of 1991, located at 47 U.S.C. §§ 227 et seq., including the implementing regulations therefore located at 47 C.F.R. 64.1200 et seq. ("TCPA") and the Telemarketing Sales Rule authorized by the Telemarketing and Consumer Fraud and Abuse Prevention Act, located at 15 U.S.C. §§ 6101-6108 ("TSR") and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, located at 15 U.S.C §§ 7701-7713 ("CAN-SPAM Act").

7. Eligibility to Use Platform and Services

By requesting to use, registering to use and/or using the Platform or the Services, you represent and warrant you have the right, authority and capacity to enter into these Terms and you commit to abide by all of the terms and conditions hereof. You also represent, warrant, and promise the following:

• You are at least 18 years of age. If not, do not register to use the Platform or Services.
• If you are registering to be a Provider, you are legally permitted to operate within the United States.
• You will abide by, and not use our Platform in any way that violates, all applicable local, state, or federal law or regulation.
• You will not impersonate or attempt to impersonate us, our employees, another customer or user, or any other company, person, or entity.
• You will not do anything that could disable, overburden, damage, or impair our Platform or interfere with any person's use or entity's use of our Platform.

8. Registration and Content

8.1 Registration

To use the Services, you must register for an account on the Platform (an "Account"). You must provide accurate and complete information and keep your Account information updated. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure.

8.2 Content

For purposes of these Terms and Conditions, the term "Content" includes, without limitation, information, reviews, data, text, photographs, videos, audio clips, written posts and comments, communication, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services.

9. Payments and Billing

9.1 Paid Services

Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of this Agreement.

9.2 Recurring Billing

Some of the Paid Services may consist of an initial period, for which there is no charge or a one-time or initial charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation.

10. Termination

We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your Account, you may do so by following the instructions on the Platform or through the Services.

11. Warranty Disclaimers

THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

12. Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) WORKERS' COMPENSATION BENEFITS, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) FEES PAID TO US FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $100.00.

13. Agreement to Arbitrate

ARBITRATION; CLASS ACTION WAIVER. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MAX OR ITS OFFICERS, DIRECTORS OR EMPLOYEES IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH MAX, OR ANY CLIENT OR PROVIDER, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS AND CONDITIONS, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE STREAMLINED ARBITRATION RULES AND PROCEDURES OF JAMS, INC. THEN IN EFFECT, AND YOU AND MAX HEREBY EXPRESSLY WAIVE TRIAL BY JURY.

13.1 30-Day Opt-Out Period

If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section, you must notify MAX in writing within 30 days of the date that you first accept these Terms and Conditions. Your written notification must be mailed to MAX at the following address: 65 Washington St., PMB #298, Santa Clara, CA 95050.

14. Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of California, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms and Conditions shall be governed by the exclusive jurisdiction and venue of the state and federal courts of Santa Clara County, California.

15. Modification

We reserve the right, in our sole discretion, to modify or replace any of these Terms and Conditions, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Platform or by sending you a notice through the Services, via e-mail or by another appropriate means of electronic communication.

16. Contact Information

If you have any questions or need further information regarding the Platform or Services provided by MAX, you may contact us at the following address: