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TherapyLinx Website Agreement

This Website Agreement (hereinafter referred to as the "Agreement") is effective as of today's date, by and between TherapyLinx, Inc., a Colorado corporation (hereinafter referred to as "TherapyLinx") and you (hereinafter referred to as the "Provider"), as follows:

A. TherapyLinx, Inc. is a Colorado corporation which owns the website, www.therapylinx.com (hereinafter referred to as the "Website"), which Website enables mental healthcare providers to advertise their professional services and credentials and to post publications authored and/or co authored by them (hereinafter collectively referred to as "Provider Information") on the Internet (hereinafter referred to as the "Website Service") affording consumers access thereto;

B. Provider is duly licensed to provide the mental health care services to be advertised on the Website, in the State of Colorado; and,

C. TherapyLinx and Provider wish to set forth in this Agreement the terms and conditions of their arrangement by which Provider will utilize the Website Service.

NOW, THEREFORE, in consideration of the foregoing recitals and of the conditions, covenants and agreements set forth below, the amount and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Term and Termination. The initial term of this Agreement is for one year, as Provider shall elect in writing simultaneously with the execution of this Agreement. The initial term shall commence on the date this agreement is accepted and terminate 365 days thereafter. The term of this Agreement shall automatically renew for successive monthly terms or annual terms (as applicable) unless either party provides written notification of non renewal to the other as provided herein at least one month prior to the last day of the previous monthly or annual term. It is understood and agreed that at least one month prior to the end of the previous monthly or annual term, Provider can give written notification of Provider's intent to change from a monthly term to an annual term or from an annual term to a monthly term. Notwithstanding the foregoing, TherapyLinx may terminate this Agreement immediately or suspend Provider's utilization of the Website Service upon any material breach of this Agreement by Provider (such as a failure to timely pay for the Website Service or failure to provide proof of license upon request) or if TherapyLinx determines that Provider's actions or inactions are detrimental to TherapyLinx or other mental health care providers who utilize the Website Service.

2. Price and Payment. If Provider elects to utilize the Website Service on a monthly basis, upon the execution of this Agreement, Provider shall to pay TherapyLinx the sum of one of the following, based on Provider's choice: (A) Basic Level Monthly Payments: Twenty and No/100 U.S. Dollars ($20.00) plus a monthly $7.95 service fee, for a total of $27.95 per month; or (B) Enhanced Level Monthly Payments: Thirty and No/100 U.S. Dollars ($30.00) plus a monthly $8.95 service fee, for a total of $38.95 per month; or (C) Deluxe Level Monthly Payments: Forty and No/100 U.S. Dollars ($40.00) plus a monthly $9.95 service fee, for a total of $49.95 per month, and agrees to pay a like amount for each month thereafter during which this Agreement and any renewal hereof is in effect, which payments must be received by TherapyLinx on the first day of each such month and shall be considered delinquent if not received by TherapyLinx by the fifth day of each such month.

If Provider elects to utilize the Website Service on an annual basis, upon the execution of this Agreement Provider shall pay to TherapyLinx the sum of one of the following, based on Provider's choice: (A) Basic Level Annual Payment: Two Hundred Forty and No/100 U.S. Dollars ($240.00); or (B) Enhanced Level Monthly Payments: Three Hundred Sixty and No/100 U.S. Dollars ($360.00); or (C) Deluxe Level Monthly Payments: Four Hundred Eighty and No/100 U.S. Dollars ($480.00), and agrees to pay a like amount for each year during which this Agreement and any renewals hereof is in effect, which payment(s) must be received by TherapyLinx on the first day of the first month of each such year and shall be considered delinquent if not received by TherapyLinx by the fifth day of each such month. All delinquent sums hereunder shall bear interest at a rate of 1 2 % per month or 18% per annum.

All Provider Information shall, in the sole discretion of TherapyLinx, be immediately removed from the Website should any amount(s) due and payable to TherapyLinx under this Agreement become delinquent. All Provider Information shall, in the sole discretion of TherapyLinx, be subject to permanent removal from the Website should Provider fail to furnish TherapyLinx with payment in full of all delinquent sums within thirty (30) days of the date on which any portion of such sum(s) first become delinquent.

TherapyLinx reserves the right to change its fees for the Website Service and to institute new fees or charges upon a written notice to Provider at least one month prior to the commencement of a renewed monthly or annual term (whichever is applicable). Notice of change of fees may be sent either in accordance with the provisions of Section 8b hereof or by e mail. Should Provider wish to terminate this Agreement or any renewal hereof upon the receipt of such notice of change of fees, Provider shall be entitled to do so upon a written notice of termination sent to TherapyLinx as provided above, at least fifteen (15) days prior to the commencement of the next renewal term. Upon such termination, all Provider Information shall be removed from the Website at the end of the term.

3. Provider hereby covenants that Provider is properly licensed to perform the services which he/she advertises on the Website, is in good standing with all applicable agencies of the State of Colorado and otherwise as of the date of this Agreement and shall remain so licensed and in such good standing at all times during which this Agreement or any renewal hereof is in effect. If requested by TherapyLinx, Provider agrees to furnish TherapyLinx with documentation evidencing the same.

4. Provider is solely responsible for ensuring that his/her Provider Information on the Website shall be in strict compliance with all applicable laws, statutes, codes and regulations, including, without limitation, those pertaining to copyright, trademark, fraud, consumer protection, obscenity and defamation. Furthermore, Provider understands that he/she is solely responsible for the content and writing quality of any article(s) which he/she chooses to have posted on the Website; that is it his/her responsibility to meet the deadline for the submission of any such article(s) to TherapyLinx; and that he/she shall not indicate in any such article(s) and/or other Provider Information that any portion of such article(s) and/or other Provider Information is endorsed by; reflects the views, perspectives or opinions of; or is otherwise associated with, TherapyLinx. TherapyLinx shall use reasonable efforts to timely post such Provider Information on the Website and shall not be liable to Provider for any delays in posting such Provider Information.

5. Indemnification. Provider will neither hold nor attempt to hold TherapyLinx, its officers, directors, shareholders, employees, contractors, agents, heirs, successors or assigns, liable for, and Provider will indemnify and hold harmless TherapyLinx, its officers, directors, shareholders, employees, contractors, agents, heirs, successors and assigns, from and against, any and all demands, claims, causes of action, actions, fines, penalties, damages (including, without limitation, consequential and incidental damages), liabilities, judgments, and expenses (including, without limitation, attorneys' fees) incurred in connection with, arising from, or in any way relating to, any Provider Information and/or any act and/or omission of Provider with regard to the Provider Information and/or otherwise, regardless of whether the Provider is utilizing the Website as of the date on which any such demands, claims, causes of action, actions, fines, penalties, damages (including, without limitation, consequential and incidental damages), liabilities, judgments, and expenses (including, without limitation, attorneys' fees) accrue. If any action or proceeding is brought against TherapyLinx, or its officers, directors, shareholders, employees, contractors, agents, by reason of any such claim for which Provider has indemnified TherapyLinx, or its officers, directors, shareholders, employees, contractors, agents, heirs, successors and/or assigns, Provider, upon notice of same from TherapyLinx, shall defend the same at Provider's sole expense with counsel reasonably satisfactory to TherapyLinx, as appropriate.

6. Warranty Disclaimer: ALTHOUGH THERAPYLINX WILL TAKE ALL REASONABLE STEPS TO PROVIDE ERROR FREE AND CONTINUOUS WEBSITE SERVICE, THERAPYLINX DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE WEBSITE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. AS A RESULT, THE WEBSITE SERVICE IS PROVIDED "AS IS", "WHERE IS", "WITH ALL FAULTS", AND WITHOUT WARRANTY OF ANY KIND, AND THERAPYLINX DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

7. Limitation of Liability: THERAPYLINX'S TOTAL LIABILITY, IF ANY, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), IS LIMITED TO THE FEES PAID BY PROVIDER TO THERAPYLINX UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT OF INJURY OR OMISSION THAT GAVE RISE TO THE LIABILITY. PROVIDER ACKNOWLEDGES THAT THERAPYLINX DID NOT CREATE THE WEBSITE AND THAT A WEB HOSTING COMPANY WITH WHICH THERAPYLINX HAS SUBCONTRACTED IS RESPONSIBLE FOR THE DAY TO DAY OPERATION, REPAIR AND MAINTENANCE OF THE WEBSITE. THERAPYLINX WILL NOT BE LIABLE IN ANY EVENT FOR LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR REVENUE, OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THE COST OF ANY SUBSTITUTE SERVICE), WHETHER OR NOT FORESEEABLE AND EVEN IF THERAPYLINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL APPLY TO ANY ACTION HEREUNDER.

8. Miscellaneous.

a) Survival. Sections 2, 5, 6 and 7 of this Agreement shall survive termination of this Agreement.

b) Notice. Except as otherwise provided in this Agreement, all notices given hereunder shall be in writing and shall be sent certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or to such other or further addresses as the parties may hereafter designate by like notice similarly sent):

TherapyLinx: 2869 S. Locust Street, Denver, Colorado 80222

Provider: (as listed in your profile)

All notices given in accordance with the foregoing shall be deemed given when delivered in person, or two (2) days after being deposited in the United Stated mail in accordance with the foregoing.

c) Governing Law. This Agreement shall be deemed to be a contract under the laws of the State of Colorado, and, for all purposes, shall be construed in accordance with both the procedural and substantive laws of said state. The parties hereto agree that the courts in and for the City and County of Denver, State of Colorado shall have sole and exclusive jurisdiction over any disputes which may arise between them in connection with this Agreement.

d) Partial Invalidity. If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining portions. On the contrary, such remaining portions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provisions were deleted.

e) Non Assignability. This Agreement may not be assigned by Provider without the prior written consent of TherapyLinx.

f) Headings. The subject headings of the sections of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine shall include the feminine and neuter, wherever the context so requires.

g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

h) No Beneficiaries. No third parties are intended to benefit by the covenants, agreements, representations, warranties, or any other terms or conditions of this Agreement.

I) Modification and Waiver. This Agreement constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, medication or amendment of this Agreement shall be binding unless executed in writing by all of the parties. No waiver of any of the provision of this Agreement shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

j) No Partnership. No agency, partnership, joint venture, or employment is created as a result of the Agreement and neither party has any authority to bind the other party.

k) Attorneys' Fees. In the event that TherapyLinx is required to interpret or enforce the terms of this Agreement in any proceeding, it shall be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred by it in any such proceeding or in enforcing or collecting any judgment or award arising out of any such proceeding.

l) Information provided in your profile or articles may be submitted to other reputable web sites in order to cross market the services of TherapyLinx.com and Provider.