New Page 1

This Web Site is owned by Partners In Care, Corp. and operated through its principal place of business at 100 Franklin Square Drive, Suite 300, Somerset, New Jersey 08873. This Web Site Use Agreement ("Agreement") is between you and Partners in Care, Corp. YOU AGREE TO READ THIS AGREEMENT CAREFULLY BEFORE USING THE PARTNERS IN CARE, CORP. WEB SITE. If you do no agree to these terms and conditions of use, you may not access or otherwise use the Partners In Care, Corp. Web Site. Your use of the Partners In Care, Corp. Web Site signifies your agreement to the terms and conditions set forth in this Agreement.

You acknowledge that you have read and agree to the Partners In Care, Corp. Web Site Privacy Policy located at the Footer Navigation Bar of the Partners In Care, Corp. Web Site pages. You further agree that Partners In Care, Corp. shall not be liable should any third party who obtains your data from the Partners In Care, Corp. Web Site, including if such third party fails to use your data in accordance with the Partners In Care, Corp. Web Site Privacy Policy.

You represent and warrant that you have the full power and authority to enter into and be bound by this Agreement. In the event you register on the Partners In Care, Corp. Web Site, the foregoing representation and warranty shall apply to your authority to act on behalf of the business entity for which you work. When you register, you agree to (i) provide current, accurate and complete information as required by the registration process, and (ii) maintain and promptly update such information so that it remains at all times current, accurate and complete. You shall be responsible for all activities that occur under any password provided to you upon registration, and you agree to immediately notify Partners In Care, Corp. of any unauthorized use of your password or any other breach of security.

Should you register on the Partners In Care, Corp. Web Site, you will be provided the ability to access and use certain products and services offered to registered users. Such access and use may be subject to additional terms and conditions. You must read and agree to any such additional terms and conditions, including payment of any fees charged, in order to access and use such products and services.

Partners In Care, Corp. reserves the right, at any time and at its sole discretion, to change, modify, add or remove, in whole or in part, any provision of this Agreement, the Privacy Policy and any other terms and conditions (collectively "Terms and Conditions") on the Partners In Care, Corp. Web Site. Any such changes will be posted on the Partners In Care, Corp. Web Site. By continuing to use the Partners In Care, Corp. Web Site, you agree to be bound by the Terms and Conditions then in effect and applicable to your use. You should periodically review the Partners In Care, Corp. Web Site to determine the current Terms and Conditions to which you are or may be bound.

The Partners In Care, Corp. Web Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Any and all content on the Partners In Care, Corp. Web Site ("Content") is: (i) owned or controlled by Partners In Care, Corp. or the party credited as the Content provider, (ii) protected by copyright, and (iii) provided for your personal, non-commercial use only. You may not remove any copyright or other proprietary notice contained on the Partners In Care, Corp. Web Site or on any product or service described therein. Partners In Care, Corp. grants you permission to copy documents copyrighted by Partners In Care, Corp. and published by Partners In Care, Corp. on the Partners In Care, Corp. Web Site for personal, non-commercial use only, provided you maintain all copyright and other proprietary notices contained in such documents. No authorization is granted to copy documents not copyrighted by Partners In Care, Corp. which may appear on or be reached by links from the Partners In Care, Corp. Web Site. Copying or storing of any Content for other than personal, non-commercial use is strictly prohibited. Except as expressly authorized herein, no Content available on the Partners In Care, Corp. Web Site may be copied, stored or transmitted by any means (including but not limited to electronic, mechanical, scanning, photocopying or recording) without the prior written permission of Partners In Care, Corp. or the Content provider. Partners In Care, Corp. expressly reserves all intellectual property rights it may possess in all products, processes or technology which appear on the Partners In Care, Corp. Web Site. Nothing contained herein shall be construed as conferring, by implication, estoppel, or otherwise, any license or other right to use any copyright, patent, trademark, service mark or other intellectual property right of Partners In Care, Corp. or any third party.

You represent, warrant and covenant that you shall not upload, post or transmit to, or distribute or otherwise publish through, the Partners In Care, Corp. Web Site any materials which (i) restrict or inhibit any other user from using and enjoying the Partners In Care, Corp. Web Site, (ii) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law, (iv) violate or infringe the rights of third parties, including, without limitation, third party rights in copyright, trademark, patent, privacy, publicity, and any other proprietary right, (v) contain a virus or other harmful component, (vi) contain any information, software or other material of a commercial nature, (vii) contain advertising of any kind, or (viii) constitute or contain false or misleading information of origin or statements of fact.

You hereby agree to indemnify, defend and hold Partners In Care, Corp., and all its officers, directors, owners, agents, employees, information providers, affiliates, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation, attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of or related to any breach by you of this Agreement. You shall cooperate as reasonably required in the defense of any claim. Partners In Care, Corp. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of Partners In Care, Corp.

The Partners In Care, Corp. Web Site contains links and pointers to other related World Wide Web Internet sites. Links to and from the Partners In Care, Corp. Web Site to other third party sites, maintained by third parties, do not constitute an endorsement by Partners In Care, Corp. of the contents or continued availability of any third party site. Partners In Care, Corp. does not represent or warrant the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through any third party site. You acknowledge that any reliance upon any such advice, opinion or statement shall be at your own risk.

Partners In Care, Corp. does not and cannot review all materials posted by users to the Partners In Care, Corp. Web Site, including, without limitation, materials posted to any chat room, forum or message board. Partners In Care, Corp. is not responsible for any such materials posted by users. However, Partners In Care, Corp. reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in Partners In Care, Corp's sole discretion are objectionable, in violation of this Agreement, or in conflict with any Partners In Care, Corp. policy or any relationship between Partners In Care, Corp. and a third party.

THE PARTNERS IN CARE, CORP. WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE PARTNERS IN CARE, CORP. WEB SITE, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PARTNERS IN CARE, CORP. AND ITS SUBSIDIARIES AND AFFILIATES MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER FOR: (A) THE CONTENT, FUNCTIONALITY OR ACCESSIBILITY OF THE PARTNERS IN CARE, CORP. WEB SITE, (B) THIRD PARTY MATERIALS, INFORMATION AND FUNCTIONS ACCESSIBLE THROUGH THE PARTNERS IN CARE, CORP. WEB SITE, (C) ANY PRODUCTS OR SERVICES OF, OR HYPERTEXT LINKS TO, THIRD PARTIES, OR (D) ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PARTNERS IN CARE, CORP. WEB SITE OR ANY LINKED SITE. FURTHER, PARTNERS IN CARE, CORP. AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PARTNERS IN CARE, CORP. DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PARTNERS IN CARE, CORP. WEB SITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE PARTNERS IN CARE, CORP. WEB SITE OR THE SERVER THAT MAKES IT AVAILABLE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

PARTNERS IN CARE, CORP. SHALL NOT BE LIABLE FOR THE USE OF THE PARTNERS IN CARE, CORP. WEB SITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT OFFERED ON THE PARTNERS IN CARE, CORP. WEB SITE, ANY AND ALL MATERIALS AND INFORMATION ACCESSIBLE THROUGH THE PARTNERS IN CARE, CORP. WEB SITE, AND ANY ERRORS CONTAINED IN ANY OF THEM. PARTNERS IN CARE, CORP. SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF YOUR INABILITY TO ACCESS THE PARTNERS IN CARE, CORP. WEB SITE OR ANY DAMAGES CAUSED TO YOUR COMPUTER HARDWARE OR SOFTWARE AS A RESULT OF YOUR ACCESS TO THE PARTNERS IN CARE, CORP. WEB SITE. IN NO EVENT SHALL PARTNERS IN CARE, CORP. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PARTNERS IN CARE, CORP. WEB SITE OR ANY OTHER WEB SITE TO WHICH THE PARTNERS IN CARE, CORP. WEB SITE IS LINKED, EVEN IF PARTNERS IN CARE, CORP.HAS BEEN ADVISED OF SUCH DAMAGES.

By posting messages, uploading files, inputting data or engaging in any other form of communication (individually or collectively "Communications", but excluding personal information which is addressed in the Partners In Care, Corp. Privacy Policy) to the Partners In Care, Corp. Web Site, you hereby grant to Partners In Care, Corp. a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publish, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such Communications, in any manner whatsoever. You hereby waive all rights to any claim against Partners In Care, Corp. for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.

You acknowledge that transmissions to and from the Partners In Care, Corp. Web Site are not confidential and your Communications may be read or intercepted by others. You acknowledge that by submitting Communications to Partners In Care, Corp., no confidential, fiduciary, contractually implied or other relationship is created between you and Partners In Care, Corp. other than pursuant to this Agreement. No agency, joint venture, partnership or employment relationship is intended or created between you and Partners In Care, Corp. as a result of this Agreement, and neither party is authorized to enter into any obligation, express or implied, on behalf of the other party.

You shall at all times comply with all applicable laws, rules and regulations regarding your use of the Partners In Care, Corp. Web Site and your posting and retrieval of information thereon, including, without limitation, those governing false advertising, infringement or misappropriation of third party intellectual property rights, unfair competition and antitrust.

The Partners In Care, Corp. Web Site is controlled, operated and administered by Partners In Care, Corp. from its offices within the United States of America. Partners In Care, Corp. makes no representation that the Content, information or materials on or accessible through the Partners In Care, Corp. Web Site are appropriate or available for use at locations outside the United States. If you use the Partners In Care, Corp. Web Site from outside the United States, you are solely responsible for compliance with all applicable laws, including without limitation export and import laws of other countries. Accessing the Partners In Care, Corp. Web Site from locations where its Content is illegal is prohibited. As applicable, you agree to obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your use, from outside the United States, of any Content offered on, or other materials or information accessible through, the Partners In Care, Corp. Web Site.

You agree to comply with all applicable export control laws, rules and regulations of the United States of America. Any diversion of the Content of the Partners In Care, Corp. Web Site contrary to United States law is prohibited. None of the Content offered on the Partners In Care, Corp. Web Site, nor any materials or information accessible through use of the Partners In Care, Corp. Web Site, is or will be acquired for, or shipped, transferred, or re-exported to, directly or indirectly, proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government for such purposes. You shall comply strictly with United States export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, WITHOUT REGARD TO ANY CONFLICTS OF LAW PROVISIONS OR THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN SOMERSET COUNTY, NEW JERSEY, AND THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS.

This Agreement is assignable by Partners In Care, Corp., in whole or in part, without your consent. You may not assign this Agreement, nor any rights hereunder, whether by operation of law or otherwise, without the prior written consent of Partners In Care, Corp. Any purported assignment without such consent shall be void.

Partners In Care, Corp. may change, suspend or discontinue any aspect of the Partners In Care, Corp. Web Site at any time, including the availability of any feature or Content. Partners In Care, Corp. may also impose limits on certain features or Content or restrict your access to parts or the entire Partners In Care, Corp. Web Site without notice or liability.

This Agreement constitutes the entire agreement between Partners In Care, Corp. and you with respect to your use of the Partners In Care, Corp. Web Site. Any cause of action you may have with respect to your use of the Partners In Care, Corp. Web Site must be commenced within one (1) year after the claim or cause of action arises. Any failure to act by Partners In Care, Corp. with respect to any breach by you or others does not waive Partners In Care, Corp's right to act with respect to any subsequent or similar breach. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. Copyright © 2001 Partners In Care, Corp. All rights reserved.

Please forgive our Web Page's Current Status, We are undergoing a significant facelift and content update and want to make sure the content is delivered to you accurately.