This Consulting Agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services (as described in Schedule 1) to WebSpectrum LLC, a Delaware Limited Liability Company with its registered address at 651 N Broad St, Suite 206, Middletown, DE 19709 (the “Company”). You and the Company are collectively referred to as the “Parties.”

1. SERVICES.

1.1 The Company hereby engages you, and you hereby accept such engagement, as a consultant and independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.

1.2 You shall provide to the Company the services set forth in Schedule 1 (the “Services”).

1.3 The Company does not and shall not control or direct the manner or means by which you or your employees or contractors perform the Services, including, but not limited to, the time and place you perform the Services.

1.4 As set forth in Schedule 1, the Company shall provide you with access to its clients, information, and systems to the extent necessary for the performance of the Services. Unless otherwise specified in Schedule 1, you shall furnish, at your own expense, the materials, equipment, tools, and other resources necessary to perform the Services.

1.5 The Parties agree that the Services do not involve the counseling or promotion of a business arrangement or other activity that violates any state or federal law, and that the aggregate Services do not exceed those that are reasonably necessary to accomplish the commercially reasonable business purpose of the Services.

2. TERM. The term of this Agreement shall commence as of the date this Agreement is signed by you and shall continue for one (1) year, and automatically renew thereafter for additional one (1) year renewal terms, unless earlier terminated in accordance with Section 8 (the “Term”).

3. FEES AND EXPENSES.

3.1 As full compensation for the Services and the rights granted to the Company in this Agreement, the Company shall pay you a fixed fee as set out in Schedule 1 for the Services (the “Fees”), payable on completion of the Services. You acknowledge that you shall be solely responsible for all federal, state, and local taxes, as set out in Section 4.2.

3.2 You are solely responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall the Company reimburse you for any such costs or expenses.

3.3 The Company shall make payments for all undisputed Fees once per calendar month, within ten (10) calendar days after the end of each month, for all Services completed in the prior month, in accordance with any applicable payment schedule set forth in Schedule 1.

3.4 The Parties agree that the Fees represent fair market value for the Services and are not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the Parties for which payment may be made in whole or in part under Medicare, Medicaid, or any other federal health care program.

4. RELATIONSHIP OF THE PARTIES.

4.1 You are an independent contractor of the Company providing consulting services to the Company and independent professional services to the Company’s clients, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and the Company for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind the Company, and you shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.

4.2 Without limiting Section 4.1, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers’ compensation insurance on your behalf. You shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors, and you shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such employee or contractor.

5. REPRESENTATIONS AND WARRANTIES.
5.1 You represent and warrant to the Company that:

(a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement;

(b) your entering into this Agreement with the Company and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject;

(c) you have the required skill, licensure, experience, and qualifications to perform the Services; you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services; and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; and

(d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services.

5.2 The Company hereby represents and warrants to you that:

(a) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; and

(b) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate action.

6. INDEMNIFICATION.

6.1 You shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, parents, subsidiaries, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible personal property resulting from your acts or omissions or the acts or omissions of your agents; or

(b) your breach of any representation, warranty, or obligation under this Agreement.

6.2 The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

7. TERMINATION.

7.1 You or the Company may terminate this Agreement, effective immediately upon written notice to the other Party to this Agreement. You will be paid for all Services completed up to the termination date.

7.2 The terms and conditions of this clause and Clauses 6, 9, and 10 shall survive the expiration or termination of this Agreement.

8. ASSIGNMENT. You shall not assign any rights or delegate or subcontract any obligations under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing shall be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties hereto and their respective successors and assigns.

9. GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement and all related documents including all exhibits attached and referenced hereto and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. The parties hereby agree that any and all claims, disputes or controversies arising from or related to this Agreement, whether existing at or arising after the effective date of the Agreement, shall be submitted to binding arbitration to be conducted in the state of Delaware under the Delaware Rapid Arbitration Act, 10 Del. C. §§ 5801 et seq. (“DRAA”). Absent a written agreement signed by all parties hereto amending, waiving or modifying the rules for DRAA arbitrations adopted by the DRAA and the Delaware courts (the “Arbitration Rules”), the DRAA and the Arbitration Rules shall govern all aspects of the arbitration. In no event shall class arbitration be permitted, and the arbitrator shall have no authority to conduct any class arbitration. The parties knowingly and voluntarily consent to the waiver of any rights resulting from this Arbitration Provision or application of the DRAA or the Arbitration Rules. The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to this Arbitration Provision. In the event a party initiates litigation in violation of this Arbitration Provision, such action shall be subject to dismissal, with the reasonable fees and expenses of the non-initiating party or parties paid by the party or parties that initiated the action. Nothing in this Arbitration Provision shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing litigation brought in violation of this Arbitration Provision or (b) compelling a party to arbitrate in accordance with this Arbitration Provision. In the event such an order is sought and obtained, the non-prevailing party shall pay all reasonable fees and expenses of the prevailing party. The parties stipulate and agree that a violation of this Arbitration Provision shall constitute irreparable harm and that, on proof of a breach, the party seeking relief from such violation shall be entitled to equitable relief including, but not limited to, an injunction or specific performance. The Parties hereby irrevocably submit to binding arbitration as set forth in this clause and waive any and all defenses of inconvenient forum.

10. MISCELLANEOUS.

10.1 10.1 All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties as set forth in this clause. Notices sent to you by the Company shall be delivered via email to the email address you used during this onboarding process, or to any new email address that you have provided to us in the future. Notices sent by you to the Company shall be delivered via the Contact Us page on this website. Except as otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving party has received the Notice; and (b) the Party giving the Notice has complied with the requirements of this Section.

SCHEDULE 1 – Scope of Work and Payment Schedule

• You shall provide individual therapy sessions to the clients of the Company, using evidence- based and culturally responsive approaches with the specific intent to assist in the determination of whether the client of the Company would benefit from an Emotional Support Animal or Psychiatric Service Dog.
  

• You shall use your own independent judgment, training, and skill in such assessment.
  

• You shall conduct these individual therapy sessions within 72 hours of the initial contact from
  

  the Company to provide such Services to the Company’s client.
  

• Each individual therapy session is expected to take approximately ten (10) minutes, but you may extend such session if in your professional judgment it is deemed necessary to do so.
  

• You shall adhere to the ethical and professional standards of the relevant licensing and accrediting bodies.
  

• You shall maintain confidentiality and privacy of the clients’ information, records, and communications, in accordance with the applicable laws and regulations.
  

• You shall communicate and collaborate with the Company’s staff, referral sources, and other stakeholders, as needed, to ensure the quality and continuity of care.
  

  Consulting Services
  

• After each individual therapy session with a client of the Company, you shall provide to the Company a confirmation as to whether the client of the Company would benefit from an Emotional Support Animal or Psychiatric Service Dog.
  

• If the client of the Company would benefit from an Emotional Support Animal or Psychiatric Service Dog, then you shall provide a signed letter to the client indicating such benefit.
  

  Payment Amount and Schedule
  

• At the commencement of each individual therapy session, the client will present you with an electronic voucher as proof that the client has paid for the therapy session. Upon the completion of each individual therapy session with a client of the Company, which is expected to take approximately ten (10) minutes, the Company shall pay you $10.00 in exchange for each valid voucher that you present and provide to the Company.
  

• You will not be entitled to any additional compensation from the Company unless you determine in your professional opinion that additional therapy sessions of approximately ten (10) minutes are necessary to make the determination of whether the client would benefit from an Emotional Support Animal or Psychiatric Service Dog. Such additional therapy sessions will be compensated at a rate of $10.00 per individual therapy session and must be approved in advance by the Company.