1MACanesthesia, Inc.

TERMS OF SERVICE

Last updated August 5thth, 2025

These Terms of Service (these “Terms” or this “Agreement”) apply to the Services (as defined below) which are owned and operated by 1MACanesthesia, Inc. (“1MAC”).  1MAC’s Services provide an interactive technology platform that allows healthcare organizations or healthcare management companies and other entities as 1MAC sees fit (“Client(s)”) and healthcare providers, specifically anesthesia providers (“Providers”) to interact online and assess one another in connection with their respective employment needs and goals and to facilitate an engagement between Clients and Providers.

 

PLEASE NOTE: Your access to and use of the Services is subject to these Terms, as well as all Applicable Law (as defined below). Please read these Terms carefully. If you do not accept and agree to be bound by any of these Terms, you are not authorized to access or otherwise use the Services or any information or Content contained on the Services. Your access to and use of the Services constitutes your acceptance of and agreement to abide by each of these terms and conditions set forth below.  These Terms may be changed, modified, supplemented or updated by 1MAC from time to time without advance notice, and the updated terms may be posted on 1MAC’s website or otherwise within the Services, and you will be bound by any such changed, modified, supplemented or updated Terms if you continue to use the Services after such changes are posted; provided, however, that 1MAC may provide notice by means of conspicuous alert or notification displayed on the Services in the case of substantial revisions. Unless otherwise indicated, any new Content or services added to the Services will also be subject to these Terms effective upon the date of any such addition. You are encouraged to review the Services and these Terms periodically for updates and changes.  If you are using the Services on behalf of a legal entity, you represent that you are authorized to enter into and agree to these Terms on behalf of that legal entity.

 

If you have any questions about these Terms, please contact us by emailing us at Facilities@1mac.com if you are using the Services as a Client/Facility, or at Providers@1mac.com if you are using the Services as a Provider.

  1. Acceptance of Terms.
    1. Acceptance. When you access and otherwise make use of our Services, you acknowledge,
      agree to, and are bound by, the terms and conditions of these Terms. If you do not agree to be bound by
      these Terms, do not continue to access or otherwise make use of the Services. Please note that certain
      uses of the Services may be subject to separate agreements that will be provided to you prior to such
      use.
    2. Restrictions on Acceptance. When you access or otherwise make use of the Services you acknowledge and
      agree that:
      1. if you are an individual accepting these Terms on behalf of any legal entity, including any
        company, organization, government, or governmental agency, you have been authorized to do so and
        to act on behalf of such legal entity;
      2. you have read and understand all of the provisions, terms and conditions set forth in these
        Terms;
      3. you will be bound by all of the provisions, terms and conditions set forth in these Terms;
      4. you are at least eighteen (18) years of age;
      5. you are either (i) a hospital, ambulatory service center, anesthesia management company, or
        other medical facility; or (ii) a licensed medical doctor or other qualified health professional
        in the United States and good standing in the states in which you practice, a resident in an
        accredited residency-training program, a licensed “Advanced practice provider” (Nurse
        Anesthesiologist, Physician Assistant, Nurse Practitioner, etc.) practicing under the strict
        supervision of a licensed physician in the United States if indicated by law and or your
        professional governing board in the State you practice in, a registered nurse, licensed provider
        of EMS services, medical assistant, or surgical technologist ;
      6. Unless you have entered into a separate agreement with 1MAC pursuant to Section 16, you are not
        a Staffing Agency or Representative of a Staffing Agency which intends to use the Service to
        review Providers in order to source and retain workers, employees, contractors or other
        personnel for or on behalf of third-party employers pursuant to an agreement with such
        employers;
      7. Unless you have entered into a separate agreement with 1MAC to do so, you are not a business or
        representative of a business which intends to use the Service to sell products and services to
        or solicit sales of products and services from any User of the Service;
      8. you are not a business or representative of a business which intends to use the Service to
        source employees or applicants for any illegal business activities;
      9. you have the right, authority and capacity to enter into these Terms and to abide by all terms
        and conditions of these Terms;
      10. you have not previously used the Services through an Account (as defined in Section 12) which
        1MAC has terminated or suspended in accordance with the terms and conditions of these Terms;
      11. you have a valid email address;
      12. you have a valid U.S. phone number;
      13. you are a resident of one of the fifty (50) states of the United States, or a resident of the 5
        inhabit territories of the United States, or a resident of Washington D.C. and have a valid
        postal mailing address confirming the same;
      14. these Terms are the legal equivalent of a signed, written contract between you and 1MAC.

    If you are unable or unwilling to confirm the above statements, then you must not accept these Terms
    or otherwise access or make use of the Site or other Services
    . YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF YOU DO CONFIRM
    THE ABOVE STATEMENTS, COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO DENY ACCESS TO AND/OR USE
    OF THE SERVICES FOR ANY REASON OR FOR NO REASON AT ALL AND THAT YOUR COMPLIANCE WITH THE ABOVE,
    WHILE NECESSARY TO PROPERLY ACCESS AND MAKE USE OF THE SERVICES, DOES NOT OBLIGATE THE COMPANY TO
    PROVIDE YOU WITH ACCESS TO AND/OR THE RIGHT TO USE THE SERVICES OR ANY PORTION THEREOF. 

  2. Definitions. Unless context requires otherwise, capitalized terms not defined within the
    Agreement shall have
    the following meanings:
    1. affiliate” means, with respect to a party, any person, firm, corporation, partnership
      (including general
      partnerships, limited partnerships, and limited liability partnerships), limited liability company, or
      other entity that now or in the future, directly controls, is controlled with or by or is under common
      control with such party.
    2. Applicable Law” means any and all applicable federal, state and local laws, statutes,
      ordinances,
      regulations, rules, opinions, interpretive letters and other official releases of or by any government,
      or any authority, department or agency thereof which are now in effect or which may come in to effect at
      any time during the Term (defined below).
    3. Application” refers to 1MAC’s software interface which allows Users to access and use
      the Services and
      which may be downloaded from an App Store (defined in Section 3) to a User’s mobile device, or which may
      be otherwise accessed by a User as a desktop application online through the Internet;
    4. Content” means any texts, pictures, documents, electronic communications, video,
      graphics, logos,
      button items, images, works of authorship and other content, including all User-Generated Content (as
      defined below), (collectively with all information about the Service);
      1. User-Generated Content” means any and all Content that is created, uploaded,
        posted,
        transmitted,
        or otherwise made available by a User through the Services, including but not limited to any
        reviews, comments, ratings, messages, images, videos, or other content that a User may submit to
        the Services.
    5. 1MAC”, “Company”, “we”, “our” or
      us” shall mean 1MACanesthesia, Inc. together with its Affiliates.
    6. “Client” means any User that makes use of the Services for the purpose of identifying and evaluating
      Providers for engagement as an independent medical professional contractor operating on behalf of
      Facility.
    7. Provider” or “Candidate” means any User that makes use of the
      Services for the purpose of identifying
      and evaluating opportunities for engagement as an independent contractor or W2 provider of one or more
      Facilities pursuant to these Terms. For the avoidance of doubt, although 1MAC makes reasonable efforts
      to verify certain criteria with respect to each Candidate, it is Client’s responsibility to screen
      Providers prior to and upon engaging such Providers to proceed through the Client’s hiring processes and
      pursuant to all Applicable Law.
    8. Location” means a single distinct business location of Facility operating at a valid
      address provided
      to 1MAC by Client.
    9. Member” means any User that has registered an Account in order to make use of the
      Services.
    10. Personal Information” or “PI” means information that is unique to you
      and may include, without
      limitation, your name, your phone number, your email address, Content that you provide, your job
      history, your physical address, your licenses and credentials, wage preferences, job preferences, and
      other information that identifies you.
    11. Representative” means an employee, agent or manager of Client accessing and making use
      of the Service
      to review and interact with Providers in order to evaluate them as potential 1099 contractors or
      employees.
    12. Services” means 1MAC’s interactive technology platform that allows Clients and
      Providers to interact
      online and assess one another in connection with their respective employment needs and goals and
      includes, but is not limited to, the Site and the Application, and specifically includes the 1MAC Smack
      social feed and related community features.
    13. Staffing Agency” means any professional staffing agency, temporary work agency, temp
      agency, temporary
      staffing firm or other similar business that sources and retains workers, employees, contractors or
      other personnel for or on behalf of third-party employers.
    14. Site” means 1MAC’s website located at http://1macanesthesia.com/.
    15. User” “you” or “your” means the person or entity that accesses or otherwise makes use
      of the Services
      as a Provider or a Facility.
    16. User Information” means the information that you provide to us in order to register an
      Account and
      make use of the Services and may include PI.
  3. App Store Terms. The following terms apply to any Services accessed through or downloaded from
    any app store or distribution platform (like the Apple App Store or Google Play) where the Services may now or
    in the future be made available (each an “App Provider”). You acknowledge and agree that:
    1. These Terms are concluded between you and 1MAC, and not with the App Provider, and that 1MAC (not the
      App Provider), is solely responsible for the Services.
    2. The App Provider has no obligation to furnish any maintenance and support services with respect to the
      Services.
    3. In the event of any failure of the Services to conform to any applicable warranty, you may notify the
      App Provider, and the App Provider will refund the purchase price for the Services to you (if
      applicable) and to the maximum extent permitted by applicable law, the App Provider will have no other
      warranty obligation whatsoever with respect to the Services. Any other claims, losses, liabilities,
      damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole
      responsibility of 1MAC.
    4. The App Provider is not responsible for addressing any claims you have or any claims of any third party
      relating to the Services or your possession and use of the Services, including, but not limited to: (i)
      product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or
      regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    5. The App Provider, and its subsidiaries, are third party beneficiaries of these Terms as related to your
      license of the Services, and that, upon your acceptance of the terms and conditions of these Terms, the
      App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms
      as related to your license of the Services against you as a third party beneficiary thereof.
    6. You must also comply with all applicable third party terms of service when using the Services.
  4. Limited License and Site Access; All Rights Reserved. Subject to a User’s compliance with these Terms, 1MAC
    hereby grants to Users who make use of the Services as a Provider a limited license to access and make personal
    use of the Services, but not to download (other than page caching) or modify it (except to the extent permitted
    by the Services), or any portion of it, except with express written consent of 1MAC (e.g., downloading of PDF
    forms, applications, etc.). Subject to a User’s compliance with these Terms, 1MAC hereby grants to Users who
    make use of the Services as a Client, a limited license to access and make use of the Services in connection
    with the Locations identified by Client. The license granted in this Section does not include any resale or
    commercial re-use of the Services or the Content; any derivative use of the Services or the Content; or any use
    of data mining, robots, or similar data gathering and extraction tools. The Services or any portion thereof may
    not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose
    without the express written consent of 1MAC. You may not frame or utilize framing techniques to enclose any
    trademark, logo, or other proprietary information (including images, text, page layout, or form) of 1MAC without
    1MAC’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of 1MAC’s
    name(s) or service marks without the express written consent of their owners. We (or the respective third party
    owners of Content) retain all right, title, and interest in the Services and any Content offered on the
    Services, including any and all intellectual property rights. Any software applications available on or through
    the Services are licensed, not sold, to you. 1MAC may assign these Terms or any part of them without
    restrictions. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under
    this License, to any third party. We (or the respective third party owners of Content) reserve all rights not
    expressly granted. Any unauthorized use terminates the permission or license granted by 1MAC.
  5. Ownership of the Content and Services. Except as otherwise expressly stated, all Content appearing on the
    Services is the copyrighted work of 1MAC or its third-party content suppliers and is protected by U.S. and
    international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Content
    is also the exclusive property of 1MAC and is protected by U.S. and international copyright laws.
    You may download information from the Services and print out a hard copy for your personal use provided that you
    keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained
    in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute
    (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame,
    download, store for subsequent use, create derivative works from, transfer, or sell any information or Content
    obtained from the Services, in whole or in part, including any text, images, audio, and video in any manner,
    without the prior written authorization of 1MAC or any applicable third party suppliers. The use of Content,
    including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by 1MAC.
    Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and
    publicity, and applicable regulations and statutes. 1MAC does not warrant or represent that your use of Content
    or the Services will not infringe rights of third parties.
  6. Ownership of information submitted via the Services.
    1. Except as set forth in our Privacy Policy, any communication or other material (including any text
      communication, photograph, video, or other audio or visual work) submitted or posted to or through the
      Services (each a “Submission”), including all User-Generated Content posted to 1MAC Smack, will be
      considered non-confidential. Unless otherwise expressly stated in writing by 1MAC, no compensation will
      be paid with respect to the use of any Submission. 1MAC shall have no obligation to preserve, return or
      otherwise make available to you or others any Submission.
    2. Except as set forth in our Privacy Policy, 1MAC does not claim ownership of your Submission in its
      original form; however, by providing a Submission, you hereby grant to 1MAC and its Affiliates,
      licensees and assigns, an irrevocable, perpetual and royalty-free right to use, reproduce, edit,
      display, transmit, prepare derivative works of, modify, publish and otherwise make use of the Submission
      in any and all media, whether now known or hereinafter created, throughout the world and for any purpose
      related to the business of 1MAC. By uploading, inputting, providing or submitting your Submission you
      warrant and represent that you own or otherwise control all of the rights to your Submission as
      described in this section including, without limitation, all the rights necessary for you to provide,
      post, upload, input or submit the Submission. The rights granted to 1MAC include but are not limited to
      the right to aggregate, summarize, analyze, resize, crop, censor, compress, edit, feature, caption, and
      to otherwise alter or make use of your Submission.
    3. Subject to our Privacy Policy, and limits under applicable law with regard to identifiable information,
      you understand and intend that by providing your Submission to 1MAC, you hereby waive any privacy
      expectations that you may have with respect to any such Submission. You understand and agree that
      User-Generated Content posted to 1MAC Smack is intended for public display and interaction with other
      Users within the Services. You hereby agree, subject to the Privacy Policy and applicable law, that 1MAC
      is the full owner of all right, title, and interest in any content or information extracted, derived, or
      otherwise created from such Submission, and you agree to hold 1MAC and its Affiliates, licensees,
      sponsors and assigns harmless from and against, and hereby waive any right to pursue, any claims of any
      nature arising in connection with the inclusion in, publication via or display on any 1MAC Site, or any
      other use authorized under these Terms, of your Submission. You further hereby agree that any Submission
      by you will be accurate and will not be intended to mislead, harm or cause damage to 1MAC, any User, any
      third party or any other party, and you agree to indemnify, defend and hold harmless 1MAC against any
      and all claims, liabilities and damages caused by any Submission from you or any third party.
    4. You understand and agree that, if any other Member, third party, or User shares or provides you with
      access to their Submission, or if you otherwise access any Submission through the Services, you will not
      obtain, as a result of your use of the Services, any right, title, or interest in or to such Submission.
      You agree to maintain the confidentiality and integrity of such Submission and/or to any shared Content
      and to use or disclose such Submission and/or Content only as authorized by their owner. You understand
      and agree that you shall be solely liable for any damages arising out of or related to your breach of
      these obligations, and you agree to indemnify 1MAC for any liabilities or damages arising out of or
      related to any breach of your duty to maintain the confidentiality and integrity of such Submission
      and/or any shared Content and to use or disclose such Submission and/or Content only as authorized by
      their owner.
  7. Feedback. Please be advised that if you send or submit to 1MAC creative ideas, suggestions, inventions, or
    materials (“Feedback”), 1MAC shall: (a) own, exclusively, all now known or later discovered rights to the
    Feedback; (b) not be subject to any obligation of confidentiality and shall not be liable for any use or
    disclosure of any Feedback; and (c) be entitled to unrestricted use of the Feedback for any purpose whatsoever,
    commercial or otherwise, without compensation to you or any other person.
  8. Privacy. Your privacy is important to us. We maintain our Privacy Policy at https://1macanesthesia.com/privacy-policy. We agree to
    use your information in accordance with our Privacy Policy, and you consent and acknowledge that your
    information may be used in accordance with our Privacy Policy. We reserve the right to store all information
    transmitted via our Services and to use it in accordance with our Privacy Policy. We reserve the right to modify
    our Privacy Policy from time to time, effective upon posting the revised version on our Site. We encourage you
    to periodically check the Site for updates. If you disagree with anything in our Privacy Policy, you should
    cancel your subscription and discontinue using our Services. By participating in 1MAC Smack, you also agree to
    adhere to the 1MAC Code of Collaboration, which outlines our community guidelines and expectations for user
    conduct.
  9. Connection Requirements. You are responsible for providing and maintaining, at your own risk, option and
    expense, any hardware, software, and communication lines required to access and use the Services, and 1MAC
    reserves the right to change the access configuration of the Services at any time without prior notice.
  10. Disclosure and Consent to Electronic Communications.
    1. Consent to Electronic Communications. When you accept these Terms, you acknowledge that 1MAC may provide
      certain information, including information regarding your use of the Services (“Communications”), to you
      electronically through email, the Services, your Account or links to notices posted on the Site, unless
      and until you withdraw your consent or “opt out” as described below. You understand that the
      communications referenced in this section may include, but are not limited to, email and SMS
      Communications, which we may send to the email address and mobile phone number that you provide to us
      during registration. You agree that all agreements, notices, disclosures and other Communications that
      we provide to you electronically satisfy any legal requirement that such Communications be in writing.
      You further agree that any Communications provided by us electronically are deemed to be given and
      received on the date we transmit any such Communication as described in these Terms. The categories of
      Communications that may be provided by electronic means include:

      · any amendments to these Terms;
      · disclosures or notices provided in connection with the Services, including any such notice required by
      Applicable Law;
      · any statements concerning your Account;
      · any customer service communications, including communications with respect to claims of error or
      unauthorized use of your Account or the Services; and
      · any other communication related to the Services.

    2. Although 1MAC reserves the right to provide Communications in paper format at any time, you agree that
      1MAC is under no obligation to do so unless you first notify us, in writing, of your request to receive
      further communications in a paper format and your decision to opt out of receiving Communications. All
      Communications in either electronic or paper format will be considered to be “in writing.” You should
      print a paper copy of these Terms and any Communication that is important to you and retain the copy for
      your records. If you do not wish to enter into these Terms electronically, you may not use the Services.
      If you prefer not to receive email or SMS Communications, you may opt out of receiving email or SMS
      Communications by following the “unsubscribe” or “opt-out” instructions we provide to you.
    3. Timing of Communications. Any electronic Communications will be deemed to have been received by you no
      later than five (5) business days after 1MAC sends them to you by email or posts such Communication on
      the Site or otherwise through the Services, whether or not you have received the email or retrieved the
      Communication from the Site or otherwise through the Services. An electronic Communication by email is
      considered to be sent at the time that it is directed by 1MAC’s email server to your email address. You
      agree that these are reasonable procedures for sending and receiving electronic Communications.
    4. Updated User Information. You agree to promptly update your User Information if such information changes
      so that 1MAC may contact you electronically. You may update your User Information, such as your email
      address, through your Account. You understand and agree that if Company sends you an electronic
      Communication, but you do not receive it because the email address on file is incorrect, out of date,
      blocked by your service provider, or you are otherwise unable to receive such electronic Communications,
      1MAC will be deemed to have provided the Communication to you.
    5. System Specifications
      1. Email Access. In order to access, view, and retain electronic Communications that 1MAC provides
        to you at the email address you provide to us or through Service’s web-based online platform,
        you must have access to: (i) a computer with an Internet connection; (ii) a current or previous
        major release version (up to the second most recent version) of either Firefox, Internet
        Explorer, Chrome, or Safari with cookies enabled and Adobe Acrobat Reader to open documents in
        “.pdf” format; (iii) sufficient electronic storage capacity on your computer’s hard drive or
        other data storage unit to save past Communications and/or an installed printer to print them;
        and (iv) an email account with an Internet service provider and email software. Your access to
        this page through your device verifies that your device meets these requirements.
      2. Mobile Device Access. In order to access, view, and retain electronic Communications that 1MAC
        provides to you through SMS or 1MAC’s mobile or desk top application, you must have a mobile
        device, desktop computer or similar electronic device capable of operating 1MAC’s mobile
        application as downloaded from an App Store as described in Section 3 or 1MAC’s web application
        as accessed through the internet .
    6. Reservation of Rights. 1MAC reserves the right, in its sole discretion, to discontinue the provision of
      electronic Communications to you, or to terminate or change the terms and conditions under which Company
      provides electronic Communications. 1MAC will provide you with notice of any such termination or change
      as may be required by Applicable Law.
  11. Profiles. When you register with us for access to the Services and successfully complete the account
    registration process you will become a “Member” of the Services. As a Member, you will have the opportunity to
    create a profile (“Profile”) either as a Provider or a Client and to add information, data, video and images to
    your Profile(s) (“Profile Content”). We encourage Members to create and maintain their Profiles and to provide
    relevant, appropriate and current Profile Content in accordance with these Terms. Account inactivity, incomplete
    Profiles, or Profiles which lack pertinent Profile Content may experience reduced exposure to other Users of the
    Services. All Members are responsible for monitoring the Profile Content uploaded or added to their Profiles,
    whether uploaded by the Member or by a third party. Please note that you, and not 1MAC, are responsible for
    maintaining and protecting all Profile Content. 1MAC will not be liable to you for any loss or corruption of
    your Profile Content, or for any costs or expenses associated with backing up or restoring any of your Profile
    Content. You understand and intend that allowing access to your Profile or otherwise sharing or disclosing any
    information with a third party is authorized by you and will not be considered a “disclosure,” access, or use of
    information by 1MAC for any purposes.
  12. Accounts. In order to access the Services, including (a) to create and manage a Profile and (b) to post any
    Profile Content through the Services, you must register to create an account (“Account”) and become a Member.
    You agree to provide accurate, current and complete User Information during the registration process and to
    update such User Information to keep it accurate, current and complete. 1MAC reserves the right to suspend or
    terminate your Account if any information provided during the registration process or thereafter proves to be
    inaccurate, not current or incomplete. You will be asked to create a password when you create your Account. 1MAC
    does not have access to your passwords and if you forget your password you will be asked to create a new one.
    You are responsible for safeguarding your password. You agree that you will not disclose your password to any
    third party and that you will take sole responsibility for any activities or actions under your Account, whether
    or not you have authorized such activities or actions. You will immediately notify 1MAC if you become aware of
    any unauthorized use of your Account.

    You are responsible for any activity that occurs through your Account and you agree you will not sell, transfer,
    license or assign your account, followers, username, or any account rights. With the exception of Third Parties
    that are expressly authorized by a Member to assist in the creation of the Member’s account, 1MAC prohibits the
    creation of, and you agree that you will not create, an account for anyone other than yourself. You also
    represent that all information you provide or provided to 1MAC upon registration and at all other times will be
    true, accurate, current, and complete and you agree to update your information as necessary to maintain its
    truth and accuracy. Do not provide your password to any other person or use any other person’s username and
    password. You must notify 1MAC immediately of any breach of security or unauthorized use of your account. 1MAC
    will not be liable for any losses caused by any unauthorized use of your account.

  13. Payment. Fees for the Services (the “Fees”) will be set forth in the information provided to You by 1MAC. Fees
    will be reviewed from time to time. You acknowledge that 1MAC may perform the same or similar Services for
    others and our provision of the Services is not exclusive to you.
    All Fees are non-cancelable and nonrefundable. All Fees are exclusive of taxes, levies, or duties imposed by
    taxing authorities, and you are responsible for payment of all such taxes, levies, or duties (excluding taxes
    based on our income), even if such amounts are not listed in these Terms or an applicable ordering page. All
    Fees hereunder are due and payable within fifteen (15) days of the date of invoice or on such date shown on the
    enrollment page, unless otherwise agreed upon in writing by you and 1MAC. Unpaid Fees are subject to a late fee
    of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. If your
    payment is returned or declined, we reserve the right to charge you a non-sufficient funds fees in the maximum
    amount permitted by law. You shall pay all amounts due to us in U.S. Dollars. If, at any time, we determine that
    you or your Users are exceeding any quantitative limit on the Services you have purchased, we will notify you
    and you will bring your usage within the limits of your purchase. If you fail to do so within thirty (30) days
    of our notice, we reserve the right to charge, and you agree to pay, our then-current Fees for such overage.
  14. Additional Paid Features Available Through the Services. Certain features of the Services may be made available
    on a paid basis. If you elect to use paid features of the Services (as your “Purchase”), you agree to the terms
    of sale, pricing, payment and billing policies applicable to such fees and charges, posted on or provided
    through the Services. 1MAC may add new services for additional fees and charges, or amend fees and charges for
    existing services, at any time in its sole discretion.
    There are no refunds for any prepaid fees. In the event you cancel your Purchase, you shall receive no pro rata
    refund or exchange for any unused Purchase or for any fees paid to us prior to such cancellation. You must
    cancel your subscription through the 1MAC web application or phone application for any such cancellation to
    become effective.
    By using any paid feature, you (i) authorize 1MAC to charge you a fee at the then current rate, and any other
    charges you may incur in connection with your use of the Services and (ii) represent and warrant to 1MAC that
    you have the right and authority to use the payment method provided to 1MAC.
    All information that you provide in connection with a purchase or transaction or other monetary transaction
    interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by
    users of your credit card, debit card, or other payment method used in connection with a purchase or transaction
    or other monetary transaction interaction with the Services at the prices in effect when such charges are
    incurred. You shall pay all applicable fees, including any sales, excise, service, use or other taxes now or
    hereafter imposed upon or required to be collected by 1MAC by any authority in connection with or arising from
    the use of the Services, excluding taxes based upon 1MAC’s net income.

    1MAC may, in 1MAC’s sole discretion, create promotional codes that may be redeemed for features or benefits
    related to the Services, subject to any additional terms that 1MAC establishes on a per promotional code basis
    (“Promo Codes”). You agree that Promo Codes: (a) must be used for the intended audience and purpose, and in a
    lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general
    public (whether posted to a public forum or otherwise), unless expressly permitted by 1MAC; (c) may be disabled
    by 1MAC at any time for any reason without liability to 1MAC; (iv) may only be used pursuant to the specific
    terms that 1MAC establishes for such Promo Code; (d) are not valid for cash; and (e) may expire prior to your
    use. 1MAC reserves the right to withhold or deduct credits or other features or benefits obtained through the
    use of Promo Codes by you or any other User in the event that 1MAC determines or believes that the use or
    redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code
    terms or these Terms.

  15. User Acknowledgements and Responsibilities.
    1. Responsibility for Accounts. You hereby acknowledge and agree that 1MAC is a third-party interactive
      technology service provider that assist Clients and Providers in connecting, negotiating, contracting,
      and onboarding that allows Clients and Providers to assess one another in connection with their
      respective employment needs and goals and to facilitate an engagement between Providers and Clients. You
      hereby acknowledge and agree that 1MAC’s relationship with you is that of an independent contractor and
      that no agency, partnership or joint venture is created between you and 1MAC under these Terms. You
      further acknowledge and agree that unless otherwise contracted/requested by Client or Provider to do so,
      1MAC does not participate in any exchange of Submissions between a Provider and a Client or any
      interview, questioning (other than provider attestation and authorization prior to contracting with a
      Client) , selection, or hiring of Providers which is Client’s sole responsibility, unless
      notwithstanding your use of the Services as a part of, and in connection with, such activities.
      Accordingly, it is your sole responsibility as a Client or Representative of Client using the Service to
      comply with all Applicable Law and the terms and conditions of these Terms regarding your use of the
      Services and the Profile Content that you present. With respect to Users who are Clients, such
      compliance with Applicable Law includes, without limitation, all applicable employment and hiring laws
      and regulations and all record keeping and data protection regulations in connection with the
      collection, processing, disclosure, retention, and transfer of personally identifiable data under the
      laws of the country and any other local jurisdiction in which Client is operating or collecting and
      transferring personal data. 1MAC shall have no liability related to any Profile Content presented
      through the Services, or for record keeping requirements and data protection obligations applicable to
      Client unless expressly assumed by 1MAC pursuant to these Terms.
    2. User-Generated Content and Community Guidelines. By posting User-Generated Content on 1MAC Smack or
      other community features, you acknowledge and agree that:
      1. You are solely responsible for your UGC.
      2. Your UGC must comply with these Terms, including the “Prohibited Use” section (Section 19), and
        the 1MAC Code of Collaboration.
      3. You understand that your UGC may be publicly visible to other Users of the Services.
      4. You will not post any content that is confidential, proprietary, or that you do not have the
        right to share.
      5. You may choose to post UGC using your real name or a chosen alias, as provided by the Services.
        You understand that your alias is tied to your verified account for moderation and
        accountability purposes.
    3. No Solicitation of Sensitive Information. Clients hereby agree not to solicit or utilize any PHI or SPI
      from Providers outside the scope of the Agreements that the parties enter into over the 1MAC platform
      through any Submissions exchanged when using the Services and to instruct Providers not to provide any
      PHI or SPI to Client through any Submissions exchanged when using the Services outside the scope of the
      Agreements that the parties enter into over the 1MAC platform. As used herein, SPI means “Sensitive
      Personal Information” and refers to non-public personal information that is unique to you and may
      include without limitation your social security number, your driver’s license or state identification
      number, your tax identification number (if applicable). As used herein PHI means Protected Health
      Information as that term is defined in the Health Insurance Portability and Accountability Act of 1996
      (HIPAA). You agree that you will not post or share any PHI on the 1MAC Smack social feed or any other
      public-facing feature of the Services.
  16. Special Terms for Staffing Agencies. You acknowledge and agree that you are hereby prohibited from making use
    of the Services as a Staffing Agency or Representative of a Staffing Agency. 1MAC may, in its sole discretion,
    make the Service available for Staffing Agencies pursuant to a separate written agreement which must be
    negotiated and executed between 1MAC and such Staffing Agency (“Staffing Agency Agreement”). If you are a
    Staffing Agency or Representative of a Staffing Agency interested in using the Services, you must contact 1MAC
    at contracts@1mac.com to receive a copy of the Staffing Agency Agreement and any additional use and pricing
    information related to use of Service by Staffing Agency.
  17. Responsibility for Equipment. Use of the Services may require a computer, smartphone, or tablet. Unless
    otherwise agreed in writing between the parties, all equipment is provided solely by the Users of the Services.
    1MAC has no responsibility for the operation or support, maintenance or repair of any equipment, software, or
    services that you elect to use in connection with the Services.
  18. Third Party Carriers and Sites. The Services communicate via internet and/or cellular data service provided by
    independent carriers. The internet or cellular data service provided by the independent carriers may fail or go
    off-line from time to time, and during any such outage our Services will be unable to transmit and receive
    information. We may not receive timely notice of the communications outage from the independent carriers. We are
    not obligated to provide the Services during any such outages. Cellular networks and internet providers may be
    regulated by federal and state agencies and changes in rules and regulations may require us to modify or
    terminate our Services. The Services may contain links to third party Web sites. These links are provided solely
    as a convenience to you and not as an endorsement by 1MAC of the contents on such third-party Web sites. 1MAC is
    not responsible for the content of linked third-party sites and does not make any representations regarding the
    content or accuracy of materials on such third-party Web sites. If you decide to access linked third-party Web
    sites, you do so at your own risk.
  19. Prohibited Use.
    1. Any use or attempted use of the Services (a) for any unlawful, unauthorized, fraudulent or malicious
      purpose, (b) that could damage, disable, overburden, or impair any server, or the network(s) connected
      to any server, (c) that could interfere with any other party’s use and enjoyment of the Services, (d) to
      gain unauthorized access to any other accounts, computer systems or networks connected to any server or
      systems through hacking, password mining or any other means, (e) to access systems, data or information
      not intended by 1MAC to be made accessible to a User, (f) to attempt to obtain any materials or
      information through any means not intentionally made available by 1MAC, or (g) for any use other than
      the business purpose for which it was intended, is prohibited.
    2. In addition, in connection with your use of the Services, including posting User-Generated Content on
      1MAC Smack, you agree you will not:
      1. Use any Content, Profile or Profile Content to determine a consumer’s eligibility for (i)
        credit
        or insurance for personal, family, or household purposes; or (ii) a government license or
        benefit;
      2. Upload or transmit any message, information, data, text, software or images, or other content
        that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar,
        obscene,
        libelous, or otherwise objectionable, or that may invade another’s right of privacy or
        publicity;
      3. Use your Account to create a false identity or otherwise use your account for the purpose of
        misleading others or impersonate any person or entity, including, without limitation, any 1MAC
        representative, or falsely state or otherwise misrepresent your affiliation with a person or
        entity;
      4. Upload or transmit any material that you do not have a right to reproduce, display or transmit
        under any law or under contractual or fiduciary relationships (such as nondisclosure
        agreements);
      5. Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted
        files, or any other similar software or programs that may damage the operation of another’s
        computer
        or property of another;
      6. Delete any author attributions, legal notices or proprietary designations or labels that you
        upload to any communication feature;
      7. Use the Services’ communication features in a manner that adversely affects the availability
        of its resources to other Users (e.g., flooding continuous posting of repetitive text or denial
        of
        service attacks);
      8. Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,”
        “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
      9. Violate any applicable local, state, national or international law;
      10. Upload or transmit any material that infringes any patent, trademark, service mark, trade
        secret, copyright or other proprietary rights of any party;
      11. Delete or revise any material posted by any other person or entity with our that person or
        entities explicit permission; (Clarification: This applies to content not owned by the user.
        Users
        may delete their own content as permitted by the Service’s features.)
      12. Manipulate or otherwise display the Services by using framing, mirroring or similar
        navigational technology or directly link to any portion of the Services;
      13. Probe, scan, test the vulnerability of or breach the authentication measures of, the Services
        or any related networks or systems;
      14. Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to
        unsubscribe, any party for any Services if you are not expressly authorized by such party to do
        so;
      15. Harvest or otherwise collect information about others, including names, phone numbers,
        addresses and e-mail addresses;
      16. Use any robot, spider, scraper, or other automated or manual means to access the Services, or
        copy any content or information on the Services;
      17. Promote any opportunity in a manner that does not comply with applicable local, national and
        international laws, including but not limited to laws relating to labor and employment, equal
        employment opportunity and employment eligibility requirements, data privacy, data access and
        use,
        and intellectual property;
      18. Promote any opportunity that requires citizenship of any particular country or lawful
        permanent residence in a country as a condition of employment, unless otherwise required in
        order to
        comply with law, regulations, executive order, or federal, state or local government contract;
      19. Promote any opportunity that includes any screening requirement or criterion in connection
        with a job opportunity where such requirement or criterion is not an actual and legal
        requirement of
        the job;
      20. Promote any business opportunity that requires an up-front or periodic payment or requires
        recruitment of other members, sub-distributors or sub-agents;
      21. Promote any business opportunity that pays commission only;
      22. Promote any opportunity that does not represent bona fide employment which is generally
        indicated by the employer’s use of IRS forms W-2 or 1099;
      23. Promote any opportunity which requires the applicant to provide information relating to
        his/her (i) racial or ethnic origin (ii) political beliefs (iii) philosophical or religious
        beliefs
        (iv) membership in a trade union (v) sexual life (vi) the commission of criminal offences or
        proceedings or (vii) age; or. (Should vi and vii be in here)
      24. Sell or use any Content or information from the Services for any commercial purpose or
        personal pecuniary gain.
        (xxv) Upload or transmit any Protected Health Information (PHI) as that term is defined under
        the
        Health Insurance Portability and Accountability Act of 1996 (HIPAA).

    1MAC reserves the right to take whatever lawful actions it may deem appropriate in response to actual or
    suspected violations of the foregoing including, without limitation, the suspension or termination of the User’s
    access and/or account, and the removal or modification of User-Generated Content. 1MAC may cooperate with legal
    authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except
    as may be expressly limited by the Privacy Statement, 1MAC reserves the right at all times to disclose any
    information as 1MAC deems necessary to satisfy any applicable law, regulation, legal process or governmental
    request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in 1MAC’s
    sole discretion. Users may report content they believe violates these Terms through the reporting mechanisms
    provided within the Services.

  20. Updates. 1MAC may from time to time in its sole discretion develop and provide application updates, which may
    include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including
    related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and
    functionality. You agree that 1MAC has no obligation to provide any Updates or to continue to provide or enable
    any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is
    connected to the internet either: (a) the Application will automatically download and install all available
    Updates; or (b) you may receive notice of or be prompted to download and install available Updates. You shall
    promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may
    not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the
    Services and be subject to all terms and conditions of these Terms.
  21. Right to Monitor. 1MAC neither actively monitors general use of the Services under normal circumstances nor
    exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or
    other material created or accessible over or through the Services. However, 1MAC does reserve the right to
    monitor such use at any time as it deems appropriate and to take such action as 1MAC, in its sole discretion,
    including, without limitation, the removal of any materials which may be illegal, may subject 1MAC to liability,
    may violate these Terms, or are, in the sole discretion of 1MAC, inconsistent with 1MAC’s purpose for the
    Services or the termination of the Account associated with such materials.
  22. Your Interaction with other Users. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU
    UNDERSTAND THAT 1MAC CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS. 1MAC ALSO DOES NOT INQUIRE INTO THE
    BACKGROUNDS OF ALL OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS. 1MAC MAKES NO REPRESENTATIONS
    OR WARRANTIES AS TO THE CONDUCT OF USERS OR THEIR EMPLOYMENT COMPATIBILITY OR OTHER COMPATIBILITY WITH ANY
    CURRENT OR FUTURE USERS.
    1MAC is not responsible for the conduct of any User. Without limiting Sections 23 and 24 below, in no event
    shall 1MAC, its Affiliates or its partners be liable (directly or indirectly) for any losses or damages
    whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising
    out of or relating to the conduct of you or anyone else in connection with the use of the Services including,
    without limitation, death, bodily injury, emotional distress, discrimination, harassment and/or any other
    damages resulting from communications or meetings with other Users or persons you meet through the Services. You
    agree to take all necessary precautions in all interactions with other Users, particularly if you decide to
    communicate off the Services or meet in person. 1MAC is not to be considered to be an employer with respect to
    your use of the Services and shall not be responsible for any employment decisions, for whatever reason, made by
    any entity. You understand that 1MAC makes no guarantees, either express or implied, regarding your ultimate
    ability to obtain employment or hire an employee. You should not provide your financial information (for
    example, your credit card or bank account information), or wire or otherwise send money, to other Users.
  23. Disclaimer. Content and other information contained in the Services has been prepared by 1MAC as a convenience
    to its users and is not intended to constitute advice or recommendations upon which a user may rely. 1MAC has
    used reasonable efforts in collecting, preparing, and providing quality information and material, but makes no
    warranty or guarantee about the accuracy, completeness, or adequacy of the Content or other information
    contained in or linked to the Services or any website maintained by 1MAC. Users relying on Content or other
    information from the Services do so at their own risk.
    YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS
    AVAILABLE” BASIS, AND 1MAC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR
    IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
    NON-INFRINGEMENT, SATISFACTORY QUALITY, TIMELY, ACCURATE, OR ERROR-FREE OPERATION, OR FREEDOM FROM COMPUTER
    VIRUS OR MALICIOUS CODE. COMPANY MAKES NO WARRANTY THAT THE CONTENT IS ACCURATE, TIMELY, UNINTERRUPTED,
    VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.
  24. Limitation of Liability.
    YOU UNDERSTAND AND AGREE THAT 1MAC WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
    CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SERVICES; (B) ANY ACTION
    TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE
    OF THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (D)
    ANY ERRORS OR OMISSIONS IN THE SERVICES’ OPERATION; OR (E) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR
    OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PRODUCTS, USE, DATA OR OTHER
    INTANGIBLE LOSSES, EVEN IF 1MAC HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE
    OR INABILITY TO USE THE SERVICES, PRODUCTS AND SERVICES OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS
    AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR
    TRANSACTIONS, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SERVICES, PRODUCTS
    OR CONTENT, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU UNDERSTAND
    AND AGREE THAT YOUR USE OF THE SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE 1MAC AND ITS
    AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE
    OF THE SERVICES.
    YOU UNDERSTAND AND AGREE THAT 1MAC WILL HAVE NO LIABILITY TO YOU OR TO A THIRD PARTY FOR ANY CAUSE OF ACTION
    RELATED TO THE SERVICES OR TO THESE TERMS UNDER ANY THEORY. IF, HOWEVER, A COURT OR JUDICIAL OR ADMINISTRATIVE
    AUTHORITY OF APPROPRIATE JURISDICTION, IN FINAL RULING, DETERMINES THAT THIS PROVISION IS UNENFORCEABLE, OUR
    TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE
    PAID FOR THE SERVICES, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU
    HAVE SELECTED THE SERVICES WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS.
    IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE
    DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME
    OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
    THE DEBTOR.”
    YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE
    BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED
    UNCONSCIONABLE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION
    OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS
    MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, BY USING THE 1MAC SMACK SOCIAL FEED AND RELATED
    COMMUNITY FEATURES, YOU EXPRESSLY UNDERSTAND AND AGREE THAT 1MAC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
    INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
    JOBS, LOSS OF INCOME, DAMAGE TO PROFESSIONAL OR PERSONAL RELATIONSHIPS, LOSS OF GOODWILL, USE, DATA, OR OTHER
    INTANGIBLE LOSSES (EVEN IF 1MAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
    (I) THE USE OR THE INABILITY TO USE THE 1MAC SMACK SOCIAL FEED;
    (II) ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON THE 1MAC SMACK SOCIAL FEED BY ANY USER OR
    THIRD PARTY;
    (III) ANY ACTIONS TAKEN OR NOT TAKEN BY 1MAC IN CONNECTION WITH THE MODERATION OR REMOVAL OF CONTENT;
    (IV) ANY DISPUTES OR DISAGREEMENTS BETWEEN USERS ARISING FROM CONTENT OR INTERACTIONS ON THE 1MAC SMACK SOCIAL
    FEED.
    YOU AGREE TO HOLD 1MAC HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF
    EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF
    OR IN ANY WAY CONNECTED WITH YOUR USE OF THE 1MAC SMACK SOCIAL FEED OR ANY CONTENT POSTED THEREIN.
  25. Indemnification. You agree to defend, indemnify, and hold harmless 1MAC, its Affiliates, its contractors, and
    all of their respective directors, officers, employees, representatives, proprietors, partners, shareholders,
    servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any
    and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities,
    obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation
    expenses) relating to or arising from the Services, your use of the Services, your Profile or Profile Content,
    your fraud, violation of law, or willful misconduct, or any breach by you of these Terms.
  26. Term and Termination.
    1. Term. These Terms become effective on the date that you first use and/or access the Services and govern
      your use of the Services until terminated as provided herein (the “Subscription Term”).
    2. Termination. You may terminate these Terms at any time by closing your Account and ceasing your use and
      access of the Services. 1MAC reserves the right to terminate your Account and your right and license to
      access and make use of the Services at any time for any reason or for no reason.
  27. Non-Solicitation. During the Subscription Term and for a period of two (2) years thereafter, it is expressly
    agreed that You shall not, without the prior written consent of 1MAC, solicit, negotiate, contract with, or
    enter into any business transactions, agreements, or undertakings with any User that was introduced to You
    through the Services, but solely with respect to the employment of Providers by Clients as contemplated by the
    Services, except to the extent You have previously contracted with such User via a written agreement prior to
    the Subscription Term. In the event of any breach of this Section 27, you shall pay to 1MAC, as liquidated
    damages and not as a penalty, an amount equal to the greater of (i) forty thousand dollars ($40,000) (the
    “Recruitment Fee”), or (ii) thirty percent (30%) of such employee’s salary for the first year. You expressly
    acknowledge and agree that this provision is necessary to protect the legitimate business interests of 1MAC, is
    reasonable under the circumstances, and is in the nature of liquidated damages.
  28. User Disputes. 1MAC is not responsible for any disputes or disagreements between you and any other third party
    you interact with using the Services. You assume all risk associated with dealing with third parties. You agree
    to resolve disputes directly with the other party. You release 1MAC of all claims, demands, and damages in
    disputes among you, other Members, Users, Third Parties and/or any other party. You also agree not to involve
    the 1MAC in such disputes.
  29. Notices. Any notices to you from 1MAC regarding the Services or these Terms will be posted on the Services or
    made by e-mail or regular mail.
  30. General Provisions.
    1. Entire Agreement. These Terms, the Privacy Statement, and other policies 1MAC may post on the Services
      constitutes the entire agreement between 1MAC and you in connection with your use of the Services and
      the Content and supersedes any prior agreements between 1MAC and you regarding use of the Services,
      including prior versions of these Terms.
    2. Governing Law; Jurisdiction; Venue; Severability of Provisions. The Terms are governed by the laws of
      the State of South Carolina, USA and controlling United States Federal Law without regard to any
      conflicts of law provisions. Any legal proceedings arising from or relating to these Terms shall be
      brought exclusively in the federal or state courts located in South Carolina, and the parties hereby
      consent to the personal jurisdiction and venue of such courts. All parts of these Terms apply to the
      maximum extent permitted by law. We both agree that if any provision of these Terms is found by a court
      of competent jurisdiction to be unenforceable as written, then that part will be replaced with terms
      that most closely match the intent of the unenforceable provision to the extent permitted by law. The
      invalidity of part of these Terms will not affect the validity and enforceability of the remaining
      provisions. The section headings are for convenience and do not have any force or effect.
    3. No Agency Relationship. Neither these Terms, nor any Content, materials, or features of the Services
      create any partnership, joint venture, employment, or other agency relationship between us. You may not
      enter into any contract on our behalf or bind us in any way.
    4. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your use
      of the Services or your relationship with 1MAC must be filed within one year after such claim arose;
      otherwise, your claim is permanently barred.
    5. Remedies. You agree that any violation, or threatened violation, by you of these Terms constitutes an
      unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also
      agree that monetary damages would be inadequate for such harm and consent to our obtaining any
      injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to
      any other remedies we may have at law or in equity.
  31. Contacting Us. If you have any questions or concerns about these Terms, please contact us at 1MAC support from
    your account messaging center on the 1MAC Platform, at Clients@1mac.com or Providers@1mac.com depending on your
    account type, the former for Clients/Facilities and the latter for Providers, or at the mailing address provided
    below. We will attempt to respond to your questions or concerns promptly after we receive them.
Contact Address:

1MACanesthesia, Inc.
238 Ascot Dr.
Camden, SC 29020