MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) is entered into as of day the membership was purchased by you and between Ayúdate Incorporated, a Pennsylvania nonprofit corporation (“Ayúdate” or “We”), (the “Member” or “You”). Each of Ayúdate and the Member are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Ayúdate increases the accessibility of mental health resources in the Spanish language for the growing Hispanic population; and

WHEREAS, Ayúdate assists members by providing them access to a list of therapists (“Member Therapists”) who provide psychological and behavioral health services in Spanish (the “Services”) at a discounted rate; and

WHEREAS, the Member desires to become a member of Ayúdate.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

1. Membership. The Member agrees to pay $50 for a membership in Ayúdate. Membership provides the Member with access to Ayúdate’s website (the “Site”), including the list of Member Therapists and resources, and other free or low-cost support groups, events, and workshops. The membership term shall begin on the date of this Agreement and continue for the period of one (1) year.

2. Member Therapists. If the Member decides to engage a Member Therapist from the list provided on the Site, and the Member Therapist consents to the engagement, the Member Therapist commits to providing a minimum of (1) hour of the Services per week at the rate of $30 per hour for individuals and $35 per hour for couples or families. If the Member is not satisfied with their Member Therapist, they are free to switch to another Member Therapist.

3. Payment for the Services and Cancellation. The Member will directly pay their Member Therapist for the Services provided at a rate of $30-35 per hour in the manner provided by the Member Therapist’s payment procedures. If the Member cancels an appointment, the cancellation will be subject to the cancellation, refund, and rescheduling policies of the Member Therapist. Ayúdate cannot control any fees that may be charged to the Member regarding a cancellation, late arrival, rescheduling, or other occurrence. Failure to pay your Member Therapist may result in the termination of your membership.

4. Registration. The Member must complete a registration process by providing current, complete, and accurate information as prompted by the applicable registration form. As part of the registration process, You will provide an e-mail address and create a password. These are your credentials for accessing the Services that are only available to members (“Credentials”). The Member is entirely responsible for maintaining the confidentiality of their Credentials. Furthermore, the Member is entirely responsible for any and all activities that occur under their account. The Member agrees to notify Ayúdate immediately of any unauthorized use of the Member’s account or any other breach of security. You may notify Ayúdate by sending an email to Ayudate2022@gmail.com. Ayúdate will not be liable for any loss that the Member may incur as a result of someone else using the Member’s Credentials, either with or without the Member’s knowledge. However, the Member could be held liable for losses incurred by Ayúdate or another party due to someone else using the Member’s account or password. The Member may not use anyone else’s account at any time, without the permission of the account holder.

5. Ayúdate Does Not Provide Medical/Mental Health Advice. The information that the Member obtains or receives from Ayúdate and its employees, contractors, partners, sponsors, advertisers, licensors, or otherwise on the Site or at any support group or event (the “Educational Information”) is for informational and scheduling purposes only. The Educational Information is not intended as a substitute for, nor does it replace, professional mental health advice, diagnosis, or treatment. The Member shall not disregard, avoid, or delay obtaining mental health advice from a qualified healthcare professional because of any of the Educational Information and shall not use the Site for emergency mental health needs. If the Member believes that they are experiencing a mental health emergency they shall call 911. None of the Educational Information is intended to be, and must not be taken to be, the practice or mental health care or the provision of mental health care. Ayúdate does not recommend or endorse any specific tests, mental health professionals, procedures, opinions, or other information that may appear on the Site. Reliance on any of the Educational Information is strictly at your own risk.

6. No Doctor/Mental Health Professional Patient Relationship. No licensed mental health professional/patient relationship is created by using any of the Educational Information including, but not limited to, the Resources tab, links to other sites, or any assistance Ayúdate may provide to help find an appropriate mental health professional or specialist in any field. Ayúdate makes no guarantees, representations, or warranties, whether expressed or implied, with respect to professional qualifications, expertise, quality of work, or other information herein and provided on the Site. Further Ayúdate does not in any way endorse any individual described on the Site. In no event shall Ayúdate be liable to the Member or anyone else for any decision made or action taken by the Member in reliance on such information.

We have no control over, and cannot guarantee the availability of any Member Therapist at any particular time. We are not a party to the dealings between You and any Member Therapist, including posts, email, phone, text message, or other communication, proposals, screening, selection, contracting, and provision of the Services. We do not introduce You to Member Therapists or Member Therapists to You. We merely make the Site available to enable You to identify and determine the suitability of a Member Therapist for yourself and to enable Member Therapists to identify and determine the suitability of Members for their practice. Ayúdate does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, timeliness, or legality of the Services; the truth or accuracy of engagement requests, listings and profiles; the qualifications, background, or identities of Members; the ability of Member Therapist to deliver the Services; your ability to pay the Member Therapist for the Services; or that You and a Member Therapist can or will complete a transaction, appointment, or engagement.

We will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom, or for any other injury resulting from the use of the Site or the Services whatsoever. You are strongly advised to perform your own investigation prior to selecting a mental health care professional by making confirming telephone calls to the appropriate licensing authorities to verify listed credentials and education, and to further verify information about a particular mental health professional by confirming with the practitioner’s office, your current mental health therapist, and/or the state mental health licensing board.

7. Authorization and Acknowledgement. In connection with using the Site to locate and schedule appointments with mental health professionals, You understand that Ayúdate selects mental health professionals to be featured on the Site based on a pre-existing contractual agreement with those professionals. Ayúdate will provide You with a list of mental health professionals who may be suitable to deliver the mental health care that You are seeking based solely on the information that You provide to Ayúdate (proximity to your geographical location and additional criteria that You specify). However, You are ultimately responsible for choosing your own mental health professional.

8. Your Personal Information and Medical/Health Information. In order to register, You must provide certain personal and medical information about yourself. You may voluntarily submit, and hereby authorize Ayúdate, its employees, agents, and others operating on its behalf, to use and/or disclose personal and health-related information about You, including, without limitation, your name, address, contact information, country of origin, age, and other information that is either requested by Ayúdate or volunteered by You. Ayúdate may view emails that You send to mental health practitioners from our site. This information will never be shared with outside parties.

Members acknowledge and agree to comply with Ayúdate’s posted HIPAA Policy. BY USING THE SITE YOU ACKNOWLEDGE AND AGREE THAT ANY HEALTH INFORMATION YOU CHOSE TO SHARE IS AT YOUR DISCRETION AND AT YOUR OWN RISK.

9. Termination. Ayúdate may terminate and/or suspend your membership immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site by You or by someone using your Credentials. We may also cancel or suspend your registration for any other reason, but will attempt to notify You in advance of such cancellation or suspension. Ayúdate shall not be liable to You or any third party for any termination of your access to the Site and/or the Services. Further, You agree not to attempt to use the Site and/or the Services after any such deletion, deactivation, or termination.

10. Assignment. Ayúdate may assign this Agreement at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of Ayúdate to another entity. We will post a notice on the Site regarding any change of ownership so that You have the opportunity to discontinue your use of the Site or cancel your registration if You do not wish to continue to use the Site and the Services under the new ownership. You may not assign, transfer, or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

11. Dispute Resolution. In the event of a dispute under this Agreement, the Parties shall make a good faith effort to resolve such dispute cooperatively before seeking to resolve any dispute by arbitration or otherwise proceeding with any remedy available at law or in equity.

12. Governing Law. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles. Jurisdiction and venue for litigation of any dispute, controversy, or claim arising out of or in connection with this Agreement shall be only in a United States federal court in Pennsylvania or a Pennsylvania state court having subject matter jurisdiction. Each of the Parties hereto hereby expressly submits to the personal jurisdiction of the foregoing courts located in Pennsylvania and hereby waives any objection or defense based on personal jurisdiction or venue that might otherwise be asserted to proceedings in such courts.

13. Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, or enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each Party waives any provision of law which renders any provision of this Agreement invalid, illegal, or unenforceable in any respect.