Member Agreement

FTESource, LLC hereby offers You access to its web Site and related services on the following terms and conditions.

1. Definitions. The following definitions shall apply to the capitalized terms used herein:
   
   1.1. "FTE Source" shall mean FTESource, LLC.
   
   1.2. "Agreement" shall mean this Member Agreement, as modified by FTE Source in its sole discretion.
   
   1.3. "Site" shall mean the Internet web site maintained by FTESource at FTESource.com, FTESource.org, FTESource.net, FTESource.biz and/or any other web site.
   
   1.4. "You" or "Your" shall mean the person using the Site and, if appropriate, the Member on whose behalf the person is using the Site.
   
   1.5. "Member" or "Members" shall mean any person(s) or entity(ies) that has(have) become members by paying the appropriate fee required for full access to the Site.
   
   1.6. "Employee" of "Employees" shall mean any person(s) employed by a Member.



2. Acceptance of Terms. This is a legal agreement. You should read this entire Agreement carefully before using the Site to be sure you understand it and agree to its terms. This Agreement sets forth the terms and conditions governing use of the Site. By using the Site, You/Member are entering into this legal Agreement with FTESource and accept all the terms and conditions of this Agreement. If You/Member do not wish to be bound by this Agreement, please exit the Site immediately. FTESource may change the terms and conditions of this Agreement at any time in its sole discretion.



3. Limited Scope of Service Provided. FTESource provides an information exchange to Members. Members may access the Site for the limited purpose of allowing them to: (a) exchange information about potential Employee leasing opportunities; (b) seek to lease temporary workers from another employer; and/or (c) seek to temporarily lease Employees to another employer. FTESource is not a staffing or employment agency and does not provide or lease employees.



4. Not a Party to Relationships. FTESource is not a party to any relationship between or among Members and/or their respective Employees.



5. No Employment Relationships. FTESource shall not at any time be considered an employer of any Employee or any person leased to or from a Member. Members shall enter into agreements between each other defining responsibility for paying all salary, wages, bonuses, and/or other compensation of any such person, and their agreements shall further define the personnel policies and regulations applicable to the person. In no event shall FTESource be responsible for any employment related or other costs, expenses, and liabilities arising out of any Member's use of the Site or any lease relationship between Members.



6. No Provider/Patient Relationship. FTESource is an intermediary that provides Members an information exchange allowing them opportunities to lease workers in the healthcare industry. FTESource is not a healthcare provider and has no provider/patient or any other relationship with any person that may be treated by an Employee or any other person providing services (healthcare or otherwise) through or on behalf of Members. FTESource assumes no responsibility or liability for any claims that may result directly or indirectly from any provider/patient relationships that may be formed by those Employees or other persons, including but not limited to medical malpractice claims.



7. No Role in Negotiation or Terms of Relationships. FTESource will not be involved in the negotiation of any relationships or agreements between Members or their respective employees. The terms of any such relationships shall be negotiated solely between Members and/or their respective Employees without any involvement of FTESource whatsoever. Members are free to define and determine the terms and conditions of any worker lease or other relationship created between Members, so long as they are consistent with the terms and conditions of this Agreement.



8. Fair Employment Practices. Member agrees that in the process of recruiting, hiring, assigning, managing, disciplining, terminating or in any other action concerning the employment of any Employee leased to or from a Member, it will not discriminate on the basis of race, color, sex, religion, national origin, age, disability, or veteran status. Member shall have the sole obligation for compliance with all applicable employment laws and making payment of all wages to and payroll taxes for any Employee. Likewise, Member shall maintain a safe, healthy, and non-discriminatory working environment in compliance with all applicable laws and regulations.



9. Insurance. Member shall maintain the following insurance and shall, if requested by FTESource, provide FTESource with proof of this insurance.
   
   9.1. Professional Liability. Member shall maintain professional liability insurance for its employees with limits to qualify them as providers in accordance with the malpractice statute of your practicing state at all times.
   
   9.2. Qualified Provider Coverage. Member is and shall remain a "qualified provider" in accordance with the malpractice statute of your practicing state.
   
   9.3. Other Insurance. Member shall maintain worker's compensation insurance as required by state law.



10. Indemnity. You and/or Member (as the case may be) agree to indemnify and hold harmless FTESource its owners, officers, directors, employees, agents, attorneys, divisions, parent companies, subsidiaries or affiliated corporations, successors and assigns, and any other person acting on your/its behalf from any loss, cost, damage, expense, attorneys fees, and liability by reason of whatsoever nature or kind, arising out of or relating to: (a) Any violation or breach of this Agreement; (b) Any unauthorized use of the Site; (c) Any act or omission on Your part or on the part of Member; (d) Member's employment of any person; (e) Member's lease of any person to or from another employer or Member; (f) The selection, recruiting, interviewing, hiring, management, discipline, or terminating of any person; and/or (g) any other matter arising out of or related to Your or Member's use of the Site or FTESource's services. These provisions shall survive the termination or expiration of this Agreement.



11. Covenant Regarding Employee Hiring. If Member leases any Employee using the Site's services, Member shall not, during the term of that lease and for a period of twelve (12) months following the last date the Employee works for Member, directly or indirectly, on the Member's own behalf or on behalf of any third party: (a) employ or seek to employ the Employee; (b) cause any person, business or entity to employ or seek to employ the Employee; (c) recruit, solicit or otherwise induce, advise or influence the Employee to leave the employment of any other Member; or (d) have any direct or indirect contact with the Employee for any reason other than to further the purpose of the lease.



12. Severability. The provisions of this Agreement are severable, and the validity of any one or more provisions shall not affect or limit the enforceability of the remaining provisions. The parties hereby agree that the restrictions contained herein shall be enforceable to the maximum extent permitted by law. Should any provision, including but not limited to any of the restrictions and prohibitions of paragraphs 11 of this Agreement be held unenforceable for any reason then such restrictions and prohibitions shall be enforced to the fullest extent the court finds reasonable and enforceable.



13. Termination. FTESource reserves the right to terminate this Agreement and/or restrict Member's access to the Site in FTESource's sole discretion, without notice and without limitation, for any reason. We have no liability to You or Member in the event of any such termination or restriction.



14. Restrictions on Use.
    
    14.1. The Site is for the use of Members only. This Site may not be used by any: (a) recruiting or staffing company; (b) job board; (c) competitor of FTESource; (d) company seeking to recruit or hire permanent employees; or (e) any person or entity acting on their behalf.
    
    14.2. Members have a non-transferable, non-exclusive license to access the Site, view information contained on the Site, and interact with the Site solely for the purposes described in this Agreement. Any use inconsistent with this license or those purposes is expressly unauthorized. No person or entity shall use the Site for any other or unlawful purpose.
    
    14.3. You shall not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or any portion thereof or use it in any manner not expressly authorized by this Agreement. You shall not copy, reverse engineer, distribute, transmit, decompile, dissemble, translate, port, adapt, reproduce, modify or make derivative works of any portion of the Site.
    
    14.4. FTESource retains all ownership rights in the Site and the information contained on the Site. The Site, all portions thereof, and all data, images and other information contained on the Site are "Copyright © 2007 FTESource, LLC All rights reserved." The information on the Site is property of FTESource and is protected by copyright, trademark, and other applicable intellectual property law. Member shall not reproduce, retransmit, disseminate, sell, distribute, publish, broadcast, circulate or commercially exploit that information in any manner unless the use is expressly permitted by FTESource in writing.
    
    14.5. Any unauthorized use of the Site or the material contained on the Site constitutes a breach of this Agreement and may also violate copyright, trademark, trade secret, privacy and publicity, communications, and/or other laws. Any actual or threatened breach of this Agreement or unauthorized use of the Site may result in criminal and/or civil prosecution. FTESource reserves the right to view, monitor, and record activity on the Site without notice to or permission from You. Any information obtained by FTESource from Your use of the Site may be subject to review by law enforcement. FTESource will also comply with all court orders requesting such information.



15. Warranty Disclaimer. The Site is provided on an "AS IS" and "WITH ALL FAULTS" basis. This means that despite our best efforts the Site may contain inaccuracies, omissions, errors or other defects, and You rely on it at Your own risk. FTESOURCE MAKES AND MEMBER RECEIVES NO WARRANTY, WHETHER EXPRESS OR IMPLIED. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL FTESOURCE BE LIABLE FOR ANY DAMAGES, CLAIM OR LOSS INCURRED BY YOU (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SALES OR BUSINESS, EXPENDITURES, INVESTMENTS, OR COMMITMENTS, LOSS OF ANY GOODWILL, OR DAMAGES RESULTING FROM LOST, DAMAGED OR MISAPPROPRIATED DATA, INABILITY TO USE DATA, DELAYS, INTERRUPTIONS, OR COMPUTER VIRUSES), IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. IF THE WARRANTY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH IN THIS USE AGREEMENT IS FOR ANY REASON WHATSOEVER HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR LIABILITY SHALL NOT EXCEED TEN U.S. DOLLARS ($10). In addition, FTESource has no liability for any viruses or anything beyond its control. FTESource is not liable if Member is unable to access information through the Site. FTESource is not responsible for any damage to Member's computer, software, modem, telephone or other property resulting from Member's use of the Site.



16. Remedies. Any violation or breach of this Agreement or any unauthorized use of the Site, or any action that constitutes a threat thereof, gives rise to an irreparable injury to FTESource that cannot be adequately remedied with money damages and, accordingly, shall entitle FTESource to obtain injunctive relief (including, but not limited to, temporary restraining orders, preliminary injunctions and/or permanent injunctions) in addition to any other legal remedies that may be available (including the recovery of monetary damages). In addition, any person and/or entity that violates or breaches this Agreement or engages in an unauthorized use of the Site shall pay FTESource $50,000.00 per occurrence in liquidated damages. You agree that this liquidated damages amount is a reasonable estimate of the damages FTESource will incur and does not constitute a penalty. FTESource's pursuit or recovery of liquidated damages shall not affect its rights to seek and obtain equitable or injunctive relief. FTESource shall be entitled to recover all costs and attorneys' fees it incurs to remedy any violation of breach of this Agreement or any unauthorized use of the Site. All the remedies in this paragraph are cumulative.



17. Authority Clause. Member represents and warrants that it has the requisite power to enter into this Agreement and perform its obligations hereunder and by proper action has duly authorized the execution and performance of this Agreement. You represent and warrant that You have the requisite authority to enter into this Agreement on behalf of Member and to bind Member to all terms and obligations set forth in this Agreement.



18. Binding Effect. This Agreement shall inure to the benefit of all parties and their respective owners, officers, directors, employees, agents, attorneys, divisions, parent companies, subsidiaries or affiliated corporations, successors and assigns.



19. Severability. If any portion of this Agreement is held by a court of competent jurisdiction to conflict with any federal, state or local law, and as a result such portion or portions are declared to be invalid and of no force or effect in such jurisdiction, all remaining provisions of this Agreement shall otherwise remain in full force and effect and be construed as if such invalid portion or portions had not been included herein.



20. Integration Clause. You acknowledge and agree that no representations or promises have been made to or relied upon by You or by any person acting on Member?s behalf in connection with the subject matter of this Agreement that are not specifically set forth herein. All prior representations and promises, whether in writing or orally, concerning the matters covered by this Agreement are understood by You to be merged into this Agreement.



21. Governing Law. This Agreement shall be governed by the laws of the State of Indiana without regard to its conflict of law principles. Any dispute relating to this Agreement, the Site, or the services provided by FTESource may be litigated only in a court having jurisdiction and venue in Marion County, Indiana, its contiguous counties, or the United States District Court for the Southern District of Indiana.

NOW, THEREFORE, in consideration of the agreements, covenants and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged You/Member agree to the above terms and conditions by clicking "Accept" below.

USE OF THIS SITE SIGNIFIES YOUR/MEMBER'S ACCEPTANCE TO ALL OF THE TERMS AND CONDITIONS SET FORTH ABOVE. IF YOU DO NOT WANT TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THIS SITE IMMEDIATELY.