HELPWHATHURTS.COM FIND HELP NOW DIRECTORY MEMBER AGREEMENT

HELPWHATHURTS.COM FIND HELP NOW DIRECTORY MEMBER AGREEMENT

This DIRECTORY MEMBER AGREEMENT (“Agreement”) is entered as of the Effective Date (as provided below) by and between Empowering Health Network, Inc., a Nevada corporation (“EHN”), and Joining Member (“Provider”), pursuant to the following terms and conditions.  NOW, THEREFORE, in consideration of the promises and obligations set forth herein, EHN and Provider agree as follows:

    1. TERMS OF AGREEMENT
1. Ownership/Operation of www.HelpWhatHurts.com

    1.1       www.HelpWhatHurts.com – Generally.  The website HelpWhatHurts.com (“Website”) is an informational website owned and operated by EHN.  EHN, in its sole discretion, provides Website content as a reference aid and for no other purpose.

    1.2       Ownership; Editorial Control of Website.  The Website is owned exclusively by EHN.  EHN shall be responsible for, and have exclusive editorial control over, all Website content, photographs, videos, text or other information.  The Provider shall have no right to edit, delete, add or change any information, images or videos posted on the Website.  Provider makes no claim of ownership or interest in any content, images or other information on the Website. 

    1.3       Not a Chiropractic Referral Service.  It is understood and acknowledged by both Provider and EHN that neither the Website nor EHN are (or are affiliated with) a Chiropractic Referral Service as defined by 16 CCR § 317.1.  EHN and the Website will undertake no efforts to refer business and/or patients to the Provider and will undertake no effort or obligation to recommend the Provider to prospective clients.  Provider understands and acknowledges that EHN will maintain no records of referrals provided because EHN will not provide any referrals to Provider either by way of the Website or any other means.

    2. Inclusion in Website’s Find Help Now Directory

      2.1       Member Payment.  In exchange for consideration of $49.75 per month, payable every 30 days (month-to-month) from the date of joining by the Provider to EHN, EHN agrees to include the following information about the Provider within the Website’s “Find Help Now Directory”: (1) Providers name; (2) Telephone number; (3) Address; (4) Email address; and (5) Medical specialty (if any) (collectively referred to as “Provider Information”). 

      2.2       Correctness of Information.  EHN and the Provider agree it is the responsibility of the Provider to set up all Provider Information listed in paragraph 2.1 above on the helpwhathurts.com Find Help Now Directory.  Provider acknowledges and agrees that EHN is under no obligation to take any efforts to fact check the Provider Information provided by the Provider to EHN.  Provider acknowledges it is his/her/its sole responsibility to immediately notify EHN in writing of any changes, corrections or alternations to any Provider Information.   Provider expressly warrants and represents that all Provider Information is true and correct to the best of Provider’s knowledge and Provider has all required legal authorizations and/or licenses and/or certificates to practice in any medical specialties identified by the Provider in the Provider Information to be placed on the Website. 

      2.3       No Confidentiality.  EHN and Provider agree and acknowledge there shall be no confidentiality of any terms contained in this Agreement.  EHN and Provider expressly agree that EHN shall have the right to disclose on the Website, the terms of this Agreement and the amount and/or nature and/or fact of any payment by Provider to EHN.

      2.4       Non-Exclusivity.  EHN and Provider agree and acknowledge that EHN may enter as many (or as few) Helpwhathurts.com Find Help Now Directory Member Agreements with as many Providers as it in its sole discretion decides.

      3. Indemnification

        3.1       Provider’s Acts/Omissions.  Provider shall indemnify, defend and hold EHN, its directors, administrators, officers, employees, independent contractors, editorial board members, affiliates, sponsors, successors, or assigns, harmless against any and all liability, claims, demands, suits, costs, charges, losses, and expenses (including, without limitation, attorney’s fees, costs, and legal expenses), including, but not limited to any claim, any actions or inactions arising out of or otherwise related to this Agreement or connected to the Provider Information on the Website or any alleged damages, liability or other alleged wrongdoing flowing therefrom including.  This expressly includes, but is not limited to, claims relating to medical treatment and or false advertising and/or defamation.  In addition to the above, Provider expressly agrees to defend and hold EHN, its directors, administrators, officers, employees, independent contractors, editorial board members, affiliates, sponsors, successors, or assigns, harmless against any and all liability, claims, demands, suits, costs, charges, losses, and expenses (including, without limitation, attorney’s fees, costs, and legal expenses) arising from the Providers negligent, wrongful or intentional provision of (or failure to provide) medical care to any person and/or patient who contacts Provider as a result of, or in connection with, the Provider Information available on the Website.

        3.2       EHN’s Acts/Omissions.  EHN shall indemnify, defend and hold Provider and its directors, officers, employees, and licensors, harmless from and against any liability, claims, demands, suits, costs, charges, losses, and expenses (including, without limitation, attorney’s fees, costs, and legal expenses), arising only from the display of information or graphics on the Website other than information provided by the Provider or any other Provider.  Should EHN be entitled to recover attorney’s fees as a measure of damages under paragraph 3.1 above, Provider expressly waives his/her/its rights to recover reciprocal attorney’s fees under Civil Code section 1717.

        4. Term, Renewal, and Termination

          4.1       Term, Effective Date and Automatic Renewal.  The term (“Term”) of this Agreement shall commence on the date of its execution and shall continue from month-to-month, automatically renewed upon payment by the Provider to EHN of the amount identified in paragraph 2.1 above.  The Effective Date of this Agreement shall be the date in which the Provider joins as a member.

          4.2       Right to Terminate With or Without Cause.  Either EHN or Provider may terminate this Agreement at any time with or without cause.  Any termination becomes effective upon the first day of the next month immediately following written notice provided to the other party of intent to terminate.

          4.3       Right to Remove False Statements Immediately.   While under no obligation to do so, EHN may remove from the Website any Provider Information which it knows, or reasonably believes, is false.  In the event EHN, at its option, removes Provider Information subject to this paragraph, no partial reimbursement of funds paid pursuant to paragraph 2.1 will be provided.  Termination will remain governed by paragraph 4.2 above.

          5. General Terms and Conditions

            5.1       Binding on Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of each of the parties and their successors and assigns. 

            5.2       Relationship of Parties.  This Agreement shall not create an employer-employee relationship, a partnership, joint venture, or other agency relationship between the parties.  No Chiropractic Referral relationship as defined by 16 CCR § 317.1 is created by this Agreement.

            5.3       Assignment.  EHN shall have the right to transfer or assign all or any portion of its interest in the Agreement with or without written consent of Provider. 

            5.4       Notices. All notices, requests, demands, claims, consents and other communications which are required or otherwise delivered hereunder shall be made in writing and via electronic mail, and shall be deemed to have been dully given if (i) personally delivered; (ii) sent by nationally recognized overnight courier; (iii) mailed by registered or certified mail with postage prepaid, return receipt requested; (iv) upon confirmed transmittal if by facsimile; or (v) the electronic mail is reported received by the return receipt requested, or an equivalent e-mail response received (or at such other address for a party as shall be specified by like notice):

            If to EHN:      

            Empowering Health Network, Inc.
            c/o Thomas Mangione (tom@empoweringhealthnetwork.com),
            Peter Bohenek (Peter@empoweringhealthnetwork.com)

            4466 Saint Andrews Place
            Oceanside, CA 9205

            If to Provider:  Information provided when Provider signed up as a member.
            It is the responsibility of the Provider to update EHN on any changes to Provider contact information.

            5.5       Waiver. The parties may not amend or waive any provision of this Agreement, except pursuant to a writing executed by the party or parties against whom any amendment or waiver is sought to be enforced.  No failure or delay in exercising any right or remedy or requiring the satisfaction of any condition, and no course of dealing between the parties, shall operate as a waiver or estoppel of any right, remedy, or condition. 

                        5.6       Governance. This agreement is governed and construed in accordance with the laws of California and any litigation arising here-from shall be venued in the County of San Diego. If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

             5.7      Merger/Integration/Amendments.  This Agreement contains the entire agreement between the parties and represents the complete and exclusive expression of the parties’ agreement on the matters between the parties.  Any changes or amendments to this Agreement after the Effective Date must be in writing and signed by both parties before becoming a part of this Agreement.

            5.8       Execution/Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same document.  The parties acknowledge and agree that this Agreement may be executed and delivered by facsimile or email.  At the time of each of the parties has a facsimile or email copy of this Agreement, and/or counterparts thereof, this Agreement shall be treated as having been fully executed and delivered for all purposes.

            5.9       Interpretation.  The Parties agree this document constitutes their joint expression of their intentions and desires under this agreement. The Parties further agree that EHN and Provider hereto are deemed to have drafted this document and should any dispute regarding the interpretation of this document or its terms arise in the future, the Parties agree the document and/or any of its terms shall not be construed against either party.

            5.11     Pages.  This Agreement consists of four (4) consecutively numbered pages.