Operator Terms of Business

These Operator Terms of Business (the "Agreement") are a binding contract between Group Home Listing Marketplace (the "Platform", "we", "us", or "our") and the individual or legal entity that registers, lists a home, or otherwise offers services through the Platform ("Operator", "you", or "your"). By clicking "I Agree," submitting a listing, accepting a booking, or continuing to use the Platform, you accept this Agreement in full.

You are an independent business. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. You are solely responsible for the operation of your home(s), including licensure, staffing, training, background checks, insurance, medication management, resident care, transportation, food service, safety, sanitation, incident reporting, and compliance with all federal, state, and local laws (including HIPAA where applicable, ADA, Fair Housing, and state residential care regulations).

You represent and warrant that all information you submit (photographs, license numbers, pricing, availability, services, amenities, staffing, certifications, biographical content, and reviews you upload) is true, current, complete, not misleading, and that you have all rights necessary to publish it. You grant the Platform a worldwide, royalty-free, sublicensable, transferable license to host, reproduce, adapt, translate, distribute, and display your content for the purpose of operating, promoting, and improving the Platform.

In consideration of the marketing, technology, matching, communication, and payment services provided by the Platform, you agree to pay the Platform a commission of eight percent (8%) of the gross monthly amount charged, collected, invoiced, or owed for every resident who was introduced, referred, discovered, contacted, toured, screened, admitted, or otherwise connected to you through the Platform (each, a "Platform-Sourced Resident"), for the entire duration of that resident's placement at any home you own, operate, manage, staff, or are affiliated with, whether or not the resident continues to book or pay through the Platform. The commission is due monthly in arrears and continues for as long as the placement continues, including any renewal, extension, transfer to another one of your homes, or re-admission within twenty-four (24) months of a departure.

The Platform may adjust its commission rate on thirty (30) days' prior written notice; the new rate applies to new placements only.

You agree that you will not, and will cause your owners, officers, employees, contractors, and affiliates not to, circumvent, bypass, or attempt to circumvent the Platform with respect to any Platform-Sourced Resident or any family member, guardian, agent, case manager, or payer associated with a Platform-Sourced Resident (collectively, "Protected Contacts"). Prohibited circumvention includes, without limitation:

• soliciting, encouraging, or accepting payment or placement outside of the Platform;
• directing a Protected Contact to another listing site, website, phone number, email address, payment channel, or in-person office to complete a booking;
• offering discounts, cash incentives, or side deals contingent on cancelling, hiding, or misreporting the introduction from the Platform;
• misreporting move-in dates, move-out dates, monthly rates, level of care, or occupancy;
• transferring a Protected Contact to a sister home, DBA, related entity, or successor operator to avoid commission;
• recording a Platform-Sourced Resident as if they were a walk-in, personal referral, agency referral, or existing lead.

The non-circumvention obligation begins the moment a Protected Contact first identifies you through the Platform (including at first tour or first message) and continues for twenty-four (24) months after the last interaction, regardless of whether the Operator's account remains active.

You acknowledge that circumvention causes substantial and difficult to quantify damage to the Platform. Accordingly, in addition to all other remedies at law or in equity, and without limiting the Platform's right to pursue actual damages, lost profits, disgorgement of revenue, injunctive relief, and specific performance:

• You remain obligated to pay the Platform its full 8% commission on all gross amounts received or receivable from the Protected Contact for the full duration of the resulting placement, as if the placement had been processed through the Platform;
• You agree to pay liquidated damages equal to the greater of (a) US $10,000 per Protected Contact or (b) twelve (12) months of commission calculated at the Operator's then current monthly rate, which the parties agree is a reasonable estimate of harm and not a penalty;
• You agree to pay the Platform's reasonable attorneys' fees, court costs, arbitration fees, expert fees, forensic-accounting fees, and collection costs;
• The Platform is entitled to audit your books, resident rosters, admission agreements, and bank records, on ten (10) business days' notice, to verify compliance for a period of three (3) years after each placement ends. Audit costs are borne by the Platform unless underpayment of more than 5% is found, in which case the Operator bears audit costs.

You will maintain, at your sole expense and at all times during this Agreement, general liability insurance (minimum US $1,000,000 per occurrence / US $3,000,000 aggregate), professional / residential care liability insurance appropriate to your services, workers' compensation as required by law, and property insurance. You will name the Platform as an additional insured on request and provide certificates of insurance within ten (10) business days of request.

You are solely and exclusively responsible for the safety, welfare, care, medication administration, supervision, and treatment of every resident at your home(s). The Platform has no operational control and assumes no liability for any injury, illness, elopement, abuse, neglect, medication error, wrongful death, property damage, criminal act, regulatory violation, or other event that occurs before, during, or after any tour, admission, or residency.

You will defend, indemnify, and hold harmless the Platform, its parents, subsidiaries, affiliates, officers, directors, employees, agents, licensors, investors, and successors (collectively, the "Indemnified Parties") from and against any and all claims, demands, damages, losses, causes of action, judgments, fines, penalties, regulatory actions, liabilities, costs, and reasonable attorneys' fees arising out of or related to: (a) your operation of any home; (b) any act, omission, negligence, gross negligence, or intentional misconduct by you or your personnel; (c) any injury, illness, or death of any resident, guest, or third party; (d) any violation by you of law, regulation, license condition, or third party right; (e) any content you submit; (f) your breach of this Agreement, including non-circumvention.

You represent and warrant that: you have full authority to enter into this Agreement; each home you list is or will be duly licensed where required; you and your personnel have not been excluded from any federal or state healthcare program; you have all consents required to publish any content, image, or testimonial; and you will operate in compliance with all applicable laws.

The Platform may, at any time and in its sole discretion, suspend, unlist, delist, or terminate your account or any listing, with or without notice, for any reason, including suspected fraud, unsafe operation, license issues, complaints, regulatory action, non-payment, or breach of this Agreement. Your obligations under Sections 4, 5, 6, 8, 9, 12, 13, and 14 survive termination.

All resident, family, payer, and payment information you receive through the Platform is confidential and may be used only to evaluate and provide care to the specific inquiring party. You must not use Platform data to market competing services or to build a database for another site. You must comply with HIPAA and state privacy laws.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware. You and the Platform each waive any right to a jury trial and any right to participate in a class, collective, or representative action. The Platform retains the right to seek injunctive relief in any court of competent jurisdiction to enforce Sections 5, 6, and 12.

This Agreement is governed by the laws of the State of Delaware without regard to conflict-of-laws principles. You acknowledge that breach of Sections 5, 6, or 12 will cause the Platform irreparable harm for which monetary damages alone are inadequate, and you consent to the entry of temporary, preliminary, and permanent injunctive relief without the requirement of a bond. In any action to enforce this Agreement, the prevailing party is entitled to its reasonable attorneys' fees and costs.

This Agreement, together with any operator policies posted on the Platform, is the entire agreement between the parties regarding the subject matter. The Platform may update this Agreement from time to time; continued use of the Platform after posting constitutes acceptance. If any provision is unenforceable, the remainder remains in effect and the unenforceable provision is reformed to the minimum extent necessary.

BY CLICKING "I AGREE," LISTING A HOME, ACCEPTING A TOUR, ACCEPTING A BOOKING, OR OTHERWISE USING THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, INCLUDING THE PLATFORM COMMISSION IN SECTION 4, THE NON-CIRCUMVENTION COVENANT IN SECTION 5, THE LIQUIDATED DAMAGES AND AUDIT REMEDIES IN SECTION 6, AND THE INDEMNIFICATION IN SECTION 9, AND THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL.