Subject to the terms and conditions of this Service Agreement (Agreement), entered into as of (the “Effective Date”), by and between Empower Hope with its principal place of business located at 304 S. Jones Blvd #4431, Las Vegas, NV 89107 (“the Company”), and (“Client”). The Company shall provide to Client communication products and services, defined herein as services (the Company Services) and all other services performed under this Agreement subject to the following terms and conditions:

A.  Representations, Warranties & Limitations of Liability:

1. The Company will comply with the Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder and all amendments to such Act or regulations (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Title XIII Div. A and Title IV of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) and regulations promulgated thereunder and all amendments to such Actor regulations (“HITECH Act”), and related applicable federal, state, and local privacy laws, regulations, rules and requirements, and applicable PCI Security Standards Council requirements, regarding the protection and security of non-public personal, medical and financial information that govern or apply to the Services the Company perform under this Agreement.

2. The Company’s Products and Services will enable the Client to comply with the Health Insurance Portability and accountability act of 1996 and regulations promulgated thereunder (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, Title XIII Div. A and Title IV of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5) and regulations promulgated thereunder and all amendments to such Act or regulations (“HITECHAct”), and related applicable federal, state, and local privacy laws, regulations, rules and requirements regarding the protection and security of non-public personal, medical and financial information that govern or apply to the products or the Services the Company performs under this Agreement. The Company will perform all revisions required to ensure that the Client remains in compliance at no additional charge to the Client.

3. The Company shall use commercially reasonable efforts to ensure the accuracy, integrity, and reliability of Client’s data while any such data is under the control or dominion of the Company; however, the Company does not and cannot independently verify or review the information transmitted through the Company system for accuracy or completeness.

4. The Company warrants that the Products and Services will (i) perform substantially as described in its written documentation and product demonstrations and (ii) be performed in a professional and workmanlike manner to standards generally accepted in the industry. The Company further warrants that the updates and/or upgrades to the products and services will not reduce the functionality and/or performance of the Products and Services from the previous version. The Company warrants that no employee, contractor, and/or agent has executed a non-compete agreement that precludes them from doing business with the Client. EXCEPT AS IDENTIFIED IN THIS SERVICE AGREEMENT, EMPOWER HOPE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THIS SERVICE AGREEMENT OR WITH RESPECT TO THE SUBJECT MATTER HEREOF. BY WAY OF EXAMPLE, BUT NOT OF LIMITATION, EMPOWER HOPE MAKES NO REPRESENTATIONS OR WARRANTIES AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

5. Except to the extent arising from the negligence or willful misconduct of the Company, breach of Section A.1.(Compliance with Laws) by the Company, breach of Section D (Confidentiality) by the Company, and the Company’s indemnification obligations of Section 8 (Infringement Indemnification) and subject to the limitations set forth below, Client shall indemnify and hold harmless the Company from and against any and all loss, damage, or expense (or claims of damage or liability) asserted against the Company by third parties and arising directly out of any breach of this Service Agreement by client due to acts or omissions of Client inconsistent with the terms and conditions hereof, or information provided to the Company by Client, or arising out of the use of such information when furnished by the Company to Client or to other third persons at Client’s request, or to officers, employees, and agents of Client.

6. Except to the extent arising from the negligence or willful misconduct of Client, and subject to the limitations set forth below, the Company shall indemnify and hold harmless Client from and against any and all loss, damage, or expense(or claims of damage or liability) asserted against Client by third parties and arising out of any breach of this Service Agreement, due to acts or omissions of the Company inconsistent with the terms and conditions hereof, or information provided to Client by the Company, or arising out of the use of such information when furnished by the Company to Client, or to officers, employees, and agents of Client.

7. In no event, except for breach of Section A.1. (Compliance with Laws) by the Company, breach of Section D(Confidentiality) by the Company, and the Company’s indemnification obligations of Section 8 (Infringement Indemnification), or as specifically set forth herein, shall either party be liable to the other or any third parties for any claim, loss, or damage, or any special or consequential damages or otherwise, even if such party has been advised of the possibility of such damages. In no event will either party be liable for any claim, loss, liability, correction, cost, damage, or expense caused by the performance or failure to perform of such party hereunder which is not reported by the other party within thirty (30) days after the other party first became aware, or reasonably should have become aware, of such failure to perform.

8. The Company will indemnify, defend and hold Client harmless from any claim that Client’s access to the Products and services hereunder infringes a United States patent, United States copyright, a trade secret, or proprietary right provided that Client notifies the Company promptly in writing of the claim, and provided that the Company has sole control of the defense and all negotiations for its settlement or compromise.

B    Fees:

Invoices for transaction fees identified herein shall be submitted by the Company to the Client on or about the 1st day of each calendar month with respect to the Company services during the preceding month. Each Company invoice for transaction fees shall identify the transaction types, volumes, and applicable total charge represented by the amount invoiced. Payment for each invoice shall be due within 30 days of the receipt date of such invoice. If the Client fails to make payment with respect to any undisputed invoice by its due date, a late charge equivalent to 1.5% per month, or the maximum rate permitted by applicable law if less, shall apply to the undisputed unpaid balance while any such undisputed amount remains outstanding. The Company reserves the right to suspend the use of the Company Services at any time if undisputed past due invoices is not paid within 30 days following written Notice by the Company of such undisputed past due amounts, and all costs of collection, including reasonable attorneys’ fees, shall be paid by Client.

C.    Term and Termination:

The initial term of this Service Agreement shall commence on the Effective Date and continue for one (1) year thereafter. This Service Agreement shall then automatically renew for additional one-year terms unless either party gives notice to the other at least 60 days before the end of the next expiration date of its decision not to renew this Service Agreement. This Service Agreement may be terminated at any time by either Party if the other Party materially breaches or fails to comply with its obligations or the terms and conditions of this Service Agreement.

D.    Confidentiality:

Contemporaneously with the signing of this Agreement, the parties shall execute a Business Associate Agreement, which can be the Client’s BAA.

1. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada. Venue for all purposes hereunder shall be in the state or federal courts in Nevada, and each party submits to the jurisdiction thereof.

2. Neither party shall be in default or otherwise liable for any delay in, or failure of its performance under this service agreement, if such delay or failure arises by any reason beyond its reasonable control, including any act of God provided. (“Force Majeure Event”) Notwithstanding the foregoing language in this Section, a Force Majeure Event shall only serve to provide Client a reasonable amount of additional time to make payments under this Agreement with respect to the Company products or Services already provided and shall in no event excuse Client’s obligations to make any payments.

3. Notices under this Service Agreement shall be in writing and delivered by registered mail, certified mail, overnight delivery, or courier to the address indicated in this Service Agreement or such other address as otherwise provided for by proper notice hereunder, and the effective date for any notice under this Service Agreement shall be the date of delivery of the such notice, not the date of mailing. (“Notice”) Notices to the Company will be sent to the following: Empower Hope 304 S. Jones Blvd #1061, Las Vegas, NV 89107. Neither party will assign this Service Agreement without written consent from the other party. This Service Agreement and any attachments, including the Business Associate Agreement, executed contemporaneously with the Service Agreement, represent the complete agreement between the Company and Client and shall be binding upon the parties as witnessed by their duly authorized representatives and signatures of each party below.