Terms of Use

Effective Date: May 19, 2026  ·  Last Updated: May 19, 2026  ·  Version 2.0

These Terms of Use, together with all schedules, exhibits, addenda, program-specific handbooks, intake packets, releases of information, financial-responsibility agreements, family handbooks, treatment consents, authorizations, privacy notices, acceptable-use policies, and any other documents referenced herein or hereafter incorporated by reference (collectively, the "Agreement" or "Terms"), constitute a legally binding contract between MS5 LLC, an Oregon limited liability company having its principal place of business at 9221 SW Barbur Boulevard, Suite 203, Portland, Oregon 97219, together with each of its present and future direct and indirect parents, subsidiaries, affiliates, joint ventures, divisions, doing-business-as names, brands, programs, service lines, successors, assignees, predecessors, members, managers, officers, directors, employees, agents, contractors, subcontractors, vendors, payors, funders, licensors, sponsors, professional advisors, and insurers (collectively, "MS5," "we," "us," or "our"), and the natural person or legal entity accessing, browsing, registering for, applying to, enrolling in, or otherwise interacting with the Services in any manner whatsoever, together with such person's or entity's parents, guardians, conservators, personal representatives, heirs, beneficiaries, successors, and assignees (collectively, "you," "your," or "user"). By visiting, viewing, browsing, querying, requesting information from, submitting information to, signing in to, registering with, applying for any program offered by, receiving services from, or otherwise engaging with the Services in any manner, you affirmatively acknowledge that you have read, fully understood, freely agreed to, and intend to be legally bound by every provision of this Agreement, in each case to the maximum extent permitted by law.

1. Definitions

The following capitalized terms shall have the meanings ascribed below; capitalized terms used but not defined in this Section shall have the meanings ascribed elsewhere in this Agreement or, where the context so requires, the meanings commonly ascribed to such terms under Oregon law or applicable federal law: (a) "Affiliate" means, with respect to any party, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract, by family relationship, or otherwise; (b) "Applicable Law" means any and all federal, state, local, foreign, tribal, or international statutes, codes, ordinances, rules, regulations, administrative orders, executive orders, judicial decisions, common-law rules, treaties, conventions, licensing requirements, accreditation standards, payor manuals, contractual obligations to governmental bodies, and any other authoritative pronouncements having the force of law, including without limitation all such laws relating to health care, behavioral health, child welfare, child care, early education, social services, housing assistance, consumer protection, telecommunications, privacy, data security, electronic communications, accessibility, civil rights, employment, taxation, and intellectual property; (c) "Content" means all text, data, information, photographs, images, audio, video, documents, files, records, messages, notes, signatures, identifiers, metadata, application materials, and any other material in any form, whether or not copyrightable; (d) "MS5 Content" means all Content owned, licensed to, or made available by MS5 through the Services; (e) "Your Content" means all Content that you, or any person acting on your behalf or through your account, submit, post, upload, transmit, send, or otherwise make available to or through the Services; (f) "MS5 Parties" means MS5 together with each of its Affiliates and each of their respective present and former members, managers, partners, officers, directors, employees, agents, contractors, subcontractors, vendors, suppliers, advisors, insurers, licensors, sponsors, funders, payors, and successors, in their personal, professional, and representative capacities; (g) "Programs" means the community-facing programs operated by MS5 from time to time, including without limitation the program currently branded MS5 HRSN, the program currently branded MS5 Wellness, the program currently branded MS5 Preschool, and any program, brand, division, subsidiary, joint venture, partnership, line of business, product, or service launched, acquired, licensed, or operated by MS5 at any time before, on, or after the Effective Date; (h) "Services" means, collectively, (i) MS5's public websites, including without limitation ms5.com and all subdomains thereof and any successor domains, (ii) the MS5 secure member portal, including without limitation hrsn.portal.ms5.com and any successor or sibling portals operated for any MS5 Program, (iii) any mobile application, progressive web application, browser extension, application programming interface, software development kit, embedded widget, kiosk, or other software or hardware tool published or made available by MS5, (iv) all Content, communications, features, functions, support, tools, and access provided through any of the foregoing, and (v) all Programs and any in-person, telephonic, telehealth, or written communications, materials, paperwork, intake, or assistance provided in connection therewith; (i) "Dispute" has the meaning ascribed in Section 29; (j) "PHI" means Protected Health Information as defined in the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder (collectively, "HIPAA"); (k) "Education Records" has the meaning ascribed in the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g, and the regulations promulgated thereunder (collectively, "FERPA"); (l) "Personal Information" means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household; and (m) words importing the singular include the plural and vice versa, words importing any gender include all genders, and the words "include," "includes," and "including" are deemed to be followed by the phrase "without limitation" whether or not so stated.

2. Acceptance; Capacity; Authority; Binding Effect

You acknowledge and agree that your access to or use of the Services in any manner constitutes your unconditional acceptance of this Agreement, as the same may be amended, modified, supplemented, or replaced from time to time in accordance with Section 27, and creates a binding contract enforceable against you. You represent and warrant that: (a) you are at least eighteen (18) years of age and possess full legal capacity to enter into a binding contract under the laws of the State of Oregon and any other jurisdiction whose laws apply to you, or, if you are accessing the Services on behalf of a minor child, a ward, an incapacitated adult, or another person for whom you have lawful authority to act, you are a parent, legal guardian, conservator, personal representative, attorney-in-fact, or other duly authorized representative of such person and you have full power and authority to bind such person to this Agreement; (b) if you are accessing the Services on behalf of any corporation, limited liability company, partnership, trust, governmental body, or other entity, you are an officer, employee, agent, or other authorized representative of such entity with actual authority to bind such entity to this Agreement, and any reference to "you" includes both you personally and such entity, jointly and severally; (c) you are not barred from receiving services under, or excluded, suspended, or debarred from participation in, any federal or state health-care, child-care, education, housing, social-services, or assistance program; (d) you are not located in, ordinarily resident in, or organized under the laws of any country, region, or territory subject to comprehensive United States economic sanctions, and you are not identified on any United States Government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control of the United States Department of the Treasury; and (e) your acceptance of this Agreement does not, and your performance hereunder will not, violate any Applicable Law, any agreement to which you are a party, or any order or directive applicable to you. If you cannot make every representation in this Section 2, you must not access or use the Services and you must close any account you have created.

3. Overview of MS5 and the Programs

MS5 is a Portland, Oregon–based parent organization that designs, operates, supports, administers, and is developing multiple community programs in Oregon and may, in its sole and absolute discretion, expand into additional jurisdictions, service lines, business lines, brands, or modalities at any time. The current and anticipated MS5 Programs include, without limitation: (a) MS5 HRSN, a Health-Related Social Needs initiative that, subject to Applicable Law and to the availability of funding, eligibility, payor authorization, and operational capacity, may facilitate rental, utility, or related housing-stability assistance for certain Oregon Health Plan members or other eligible populations; (b) MS5 Wellness, an outpatient behavioral-health service line that, once licensed and operational, may offer peer support, case management, individual or group counseling, and related non-emergency behavioral-health services; (c) MS5 Preschool, an early-learning service line that, once licensed and approved, may operate as a Family Child Care home or center participating in Oregon's Preschool for All or successor program serving children ages three through four; and (d) any other Program operated by MS5 from time to time. MS5 reserves the unconditional and unilateral right, exercisable at any time in its sole discretion and without notice or liability to you or any other person, to (i) create, acquire, license, sponsor, sell, divest, merge, restructure, rebrand, or transfer any Program; (ii) modify the scope, content, eligibility, fee structure, geography, hours, methods, modalities, or pricing of any Program; (iii) suspend, pause, or discontinue any Program in whole or in part; and (iv) extend or restrict the categories of persons eligible to access or participate in any Program. Nothing on the Services, in any marketing or informational material, or in any oral or written communication, shall be construed as a binding offer, promise, or guarantee that any particular Program is, will be, or will remain available to you.

4. Informational Purposes Only; No Professional Advice; Emergencies

All Content made available on or through the Services is provided for general informational purposes only. Such Content does not constitute, and you shall not rely on it as, legal, medical, mental-health, psychiatric, psychological, counseling, social-work, nursing, pharmaceutical, dental, optometric, chiropractic, naturopathic, nutritional, dietary, child-care, child-development, educational, special-education, vocational, financial, banking, investment, tax, accounting, actuarial, insurance, real-estate, mortgage, lending, immigration, custody, family-law, employment-law, landlord–tenant, eviction-defense, public-benefits, or any other professional advice. Your access to the Services, your registration for an account, your submission of inquiries, applications, documents, or messages, and your receipt of communications from MS5 do not, separately or together, create any doctor-patient, therapist-client, counselor-client, attorney-client, fiduciary, custodial, parental, guardianship, or any other professional, fiduciary, contractual, or special relationship between you and MS5, except to the extent that you have executed a separate written intake, enrollment, treatment-consent, or other engagement document with MS5 and MS5 has accepted you into the applicable Program in writing. You acknowledge that licensed professionals, where applicable to a particular Program, will be identified to you in writing as part of that Program's intake or enrollment process; absent such written identification, no person communicating through the Services shall be presumed to be acting in a licensed professional capacity. The Services are not designed, intended, equipped, monitored, staffed, or capable of responding to medical emergencies, behavioral-health crises, suicidal ideation, homicidal ideation, threats of violence, child-abuse emergencies, elder-abuse emergencies, intimate-partner violence emergencies, overdose emergencies, eviction lockouts, utility shutoffs in progress, fires, gas leaks, or any other time-sensitive or life-threatening event, and you shall not use the Services for any such purpose. IF YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE IS EXPERIENCING A MEDICAL, MENTAL-HEALTH, CHILD-SAFETY, ELDER-SAFETY, DOMESTIC-VIOLENCE, OR ANY OTHER EMERGENCY, IMMEDIATELY CALL 911. IF YOU OR ANY PERSON IS IN CRISIS OR HAVING THOUGHTS OF SUICIDE OR SELF-HARM, IMMEDIATELY CALL OR TEXT 988 (THE U.S. 988 SUICIDE AND CRISIS LIFELINE), CALL THE NATIONAL DOMESTIC VIOLENCE HOTLINE AT 1-800-799-7233, OR GO DIRECTLY TO THE NEAREST EMERGENCY DEPARTMENT.

5. No Guarantee of Eligibility, Enrollment, Funding, or Outcome

You expressly acknowledge and agree that: (a) the act of accessing, browsing, registering with, applying to, requesting information from, being referred to, submitting documentation to, receiving introductory communications from, or otherwise interacting with the Services or any Program does not entitle you to enrollment in any Program, to receipt of any service, payment, benefit, assistance, placement, treatment, child-care slot, housing payment, utility payment, deposit, voucher, gift card, in-kind support, or any other outcome of any kind; (b) the determination of eligibility for, scope of, level of, duration of, frequency of, and continuation of services or assistance through any Program is made by MS5 in its sole and absolute discretion based on factors including, without limitation, applicable federal, state, and local laws, payor authorization, contractual obligations to government and private third parties, the rules and requirements of Coordinated Care Organizations, the Oregon Health Plan, Acentra Health, the Oregon Health Authority, the Oregon Department of Human Services, the Oregon Department of Early Learning and Care, Multnomah County, Preschool for All, and other governmental or program administrators, the availability of funding, MS5's internal underwriting and clinical, educational, and operational judgment, your provision of accurate and complete information, verification of identity and supporting documentation, the absence of fraud or attempted fraud, the operational capacity of the relevant Program, the licensure and accreditation status of the relevant Program, and any other factor MS5 deems relevant; (c) every decision MS5 makes regarding eligibility, approval, denial, modification, suspension, discontinuation, or recoupment of services or assistance is final, is not subject to review by you, and is not actionable except to the extent expressly required by Applicable Law; (d) MS5 makes no representation, warranty, promise, guarantee, or commitment, whether express or implied, that you will be approved for any Program, that any application will be processed within any particular timeframe, that any payment will be issued, that any payment, once issued, will be sufficient to prevent eviction, utility disconnection, or any other adverse outcome, that any treatment or service will produce any clinical, behavioral, educational, or developmental benefit, that any child will be admitted, retained, or progress in any preschool, or that any other outcome will be achieved; and (e) you assume the entire risk of any expenditure, decision, action, or inaction you take in reliance on, or in anticipation of, any potential outcome from any Program.

6. Accounts; Authentication; Credentials; Security Responsibilities

Certain features of the Services require you to create or be issued an account. When creating, maintaining, or using an account, you agree that: (a) you will provide and maintain true, accurate, current, and complete information, including without limitation your legal name, date of birth, mailing address, email address, telephone number, identifying numbers issued by governmental authorities or payors where requested, and any other information requested by MS5 or required by Applicable Law; (b) you will promptly update such information when it changes; (c) you will not create more than one account for yourself, will not impersonate any other natural person or entity, and will not transfer your account to any other person; (d) you are solely responsible for safeguarding any sign-in code, password, multi-factor authentication device, recovery code, biometric identifier, security question, or other credential used to access your account, and for the security of any device or email account through which authentication codes or password-reset links may be delivered; (e) you are solely responsible for all activity that occurs through your account, whether or not authorized by you, until you provide MS5 with documented written notice that your account has been compromised; (f) you must immediately notify MS5 by email at HRSN@ms5.com upon learning or suspecting any unauthorized access to or use of your account; (g) MS5 may, but is not obligated to, monitor accounts and Services for compliance, security, fraud detection, abuse prevention, or quality-assurance purposes, and may, in its sole discretion, suspend, lock, throttle, restrict, deactivate, or terminate any account, with or without notice, where MS5 determines that (i) such account has been or may have been compromised, (ii) you have or may have violated this Agreement, (iii) your eligibility for any Program has lapsed, (iv) MS5's business, reputation, security, or compliance interests so require, or (v) for any other reason or no reason; and (h) MS5 shall have no liability whatsoever for any loss, damage, claim, expense, or consequence arising from your failure to safeguard your credentials, your sharing of credentials, or your authorization (whether actual or apparent) of another person's use of your account.

7. Acceptable Use; Prohibited Conduct

You agree that you will not, and you will not encourage, assist, instruct, contract with, or permit any other person to: (a) use the Services in any manner that violates any Applicable Law, regulation, ordinance, license, court order, administrative order, judgment, decree, contractual obligation, or right of any third party; (b) submit, transmit, present, certify, sign, or otherwise communicate any false, misleading, deceptive, fraudulent, exaggerated, forged, altered, fabricated, omitted, or stolen information, document, identity, signature, image, photograph, lease, ledger, utility bill, rent receipt, income statement, tax return, identification card, driver's license, passport, social-security card, Medicaid card, insurance card, immigration document, custody order, school record, immunization record, medical record, court order, or any other record, in any form (paper, electronic, oral, or otherwise), to MS5 or to any payor, regulator, landlord, utility provider, governmental authority, or other third party in connection with the Services; (c) impersonate or attempt to impersonate any person or entity, including any other applicant, member, MS5 staff member, contractor, licensed professional, payor employee, governmental official, family member, landlord, or any other person; (d) use, attempt to use, or assist any person in using any account other than your own, or share, sell, lend, lease, or otherwise transfer your account or credentials to any other person; (e) access, attempt to access, monitor, or use, by manual or automated means, any account, file, document, message, communication, database, server, or system that you are not expressly authorized to access; (f) interfere with, disrupt, overload, degrade, attack, damage, or attempt to compromise the Services or any related network, infrastructure, server, software, hardware, or service, including by means of denial-of-service or distributed denial-of-service attacks, brute-force authentication attempts, port scans, vulnerability scans, fuzzing, fingerprinting, or any similar activity not pre-authorized in writing by MS5; (g) introduce, transmit, or facilitate the transmission of any virus, worm, Trojan horse, time bomb, malware, ransomware, spyware, adware, keystroke logger, rootkit, exploit, cryptominer, or other malicious, harmful, or destructive code; (h) reverse-engineer, decompile, disassemble, translate, modify, adapt, decrypt, decode, sample, mirror, or otherwise attempt to derive or discover the source code, object code, underlying ideas, algorithms, file formats, application-programming interfaces, structure, organization, or non-public information of the Services, or attempt to bypass, disable, defeat, or otherwise circumvent any technical or contractual protection mechanism, except to the extent that such restriction is prohibited by Applicable Law; (i) crawl, scrape, harvest, index, cache, mirror, frame, embed, or otherwise extract, copy, or download Content from the Services in bulk or by any automated means or process, or for any purpose other than your individual, personal, non-commercial use of a Program; (j) use the Services to (i) transmit any unlawful, harassing, defamatory, libelous, slanderous, threatening, abusive, hateful, racially or ethnically offensive, sexually explicit, obscene, indecent, pornographic, infringing, invasive of privacy, exploitative, or otherwise objectionable content, (ii) send spam, unsolicited commercial communications, chain letters, pyramid schemes, multilevel-marketing solicitations, surveys, contests, sweepstakes, advertising, or any other unsolicited mass communications, or (iii) solicit personal information, money, donations, contributions, or sexual content from any person, including any MS5 staff member; (k) collect, harvest, or store any Personal Information about other users, members, applicants, staff members, or any other person; (l) use the Services to commit, attempt to commit, facilitate, conceal, or further any crime, civil tort, ethical violation, or breach of any professional standard, including without limitation any form of Medicaid fraud, insurance fraud, identity theft, financial fraud, tax fraud, child endangerment, domestic abuse, elder abuse, financial exploitation, human trafficking, or money laundering; (m) attempt to influence, bribe, intimidate, harass, retaliate against, or coerce any MS5 staff member, contractor, payor employee, or governmental official in connection with the determination of eligibility, payment, or any other aspect of any Program; (n) resell, sublicense, lease, time-share, rent, distribute, host as a service, white-label, or otherwise commercialize the Services in whole or in part; or (o) use the Services in any manner that, in MS5's reasonable judgment, could damage, disable, overburden, impair, or harm MS5, the Services, or any other party. Any breach or suspected breach of this Section 7 is a material breach of this Agreement and may, in MS5's sole discretion, result in any combination of: immediate suspension or termination of your account and any Program participation; denial, modification, or rescission of any application or approval; recoupment of any funds, payments, or assistance issued; preservation, disclosure, and use of records and Your Content in response to or in anticipation of legal process; civil action for damages, injunctive relief, fees, and costs; referral to law enforcement, regulators, payors, and licensure boards; and any other remedy available at law or in equity. MS5's election of any one or more remedies shall not preclude any other remedy.

8. Intellectual Property; Ownership; License to You

As between you and MS5, MS5 owns and shall continue to own all right, title, and interest in and to the Services and all MS5 Content, including without limitation all text, graphics, illustrations, logos, marks (including the marks "MS5," "MS5 HRSN," "MS5 Wellness," "MS5 Preschool," and any related wordmarks, logos, taglines, color schemes, and trade dress), photographs, video, audio, software, source code, object code, models, methods, processes, formulas, know-how, designs, page layouts, "look and feel," user interfaces, user experience, navigation flows, screens, screen captures, databases, database schemas, compilations, selections, arrangements, templates, forms, intake packets, treatment plans, lesson plans, curricula, family handbooks, policies, procedures, and the selection, sequence, arrangement, and compilation thereof, together with all derivatives, improvements, enhancements, and modifications thereto, and all copyrights, trademarks, service marks, trade names, trade dress, patents, patent applications, design rights, trade-secret rights, know-how rights, database rights, moral rights, and any other intellectual-property or proprietary rights in any of the foregoing, in any jurisdiction throughout the world, whether registered or unregistered (collectively, "MS5 IP"). Nothing in this Agreement shall be construed to transfer to you any ownership of any MS5 IP. Subject to your full and continuing compliance with this Agreement, MS5 grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and view the Services, and to download and print such portions of MS5 Content as are functionally provided for download or printing, solely for your personal, non-commercial use in connection with an MS5 Program in which you are lawfully enrolled or for which you are lawfully applying. No other rights are granted to you. Without limiting the foregoing, you have no right to (a) copy, reproduce, republish, upload, post, transmit, distribute, broadcast, publicly perform, publicly display, license, sell, sublicense, modify, prepare derivative works of, create competitive products from, or otherwise exploit any MS5 IP; (b) remove, alter, obscure, or fail to reproduce any copyright, trademark, service mark, or other proprietary notice on any MS5 Content; or (c) use any MS5 trademark, logo, or trade dress, including in any domain name, social-media handle, search-engine keyword, advertising copy, or other identifier, without MS5's express prior written consent. All rights not expressly granted to you in this Agreement are reserved by MS5 and its licensors. Any unauthorized use of MS5 IP automatically terminates the limited licenses granted in this Section, entitles MS5 to immediate injunctive relief and to recover the maximum damages available under Applicable Law, and may subject you to civil and criminal penalties under federal copyright, trademark, trade-secret, and computer-fraud statutes, including without limitation 17 U.S.C. § 501, 15 U.S.C. § 1114, 18 U.S.C. § 1030, 18 U.S.C. § 1832, and corresponding state laws.

9. Your Content; License Grant to MS5; Representations and Warranties

You retain such ownership rights in Your Content as you held immediately before submitting it to the Services. Subject to MS5's privacy practices and, where Applicable Law so requires (including HIPAA, 42 C.F.R. Part 2, FERPA, and Oregon laws governing the privacy of protected information), to any applicable confidentiality protections, you hereby grant to MS5, its Affiliates, its successors, and each of their respective licensees, sublicensees, agents, contractors, payors, funders, regulators, and other authorized recipients, a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual (or for the maximum period permitted by Applicable Law), irrevocable, sublicensable, transferable, and assignable license to host, store, cache, copy, reproduce, modify, adapt, translate, reformat, ingest, index, parse, analyze, aggregate, de-identify, anonymize, pseudonymize, distribute, transmit, publish, publicly perform, publicly display, prepare derivative works of, and otherwise use Your Content, in whole or in part, for the following purposes: (a) operating, providing, maintaining, securing, monitoring, troubleshooting, supporting, improving, modifying, and enhancing the Services and any Program; (b) administering, documenting, processing, authorizing, billing, paying, reconciling, auditing, and reporting on the Programs in which you participate or to which you apply; (c) communicating with you and with payors, regulators, funders, partners, landlords, utility providers, schools, licensing authorities, accrediting bodies, attorneys, auditors, insurers, successors, and other authorized third parties as necessary to administer the Services and Programs and to comply with Applicable Law; (d) detecting, preventing, investigating, responding to, and prosecuting fraud, waste, abuse, security incidents, violations of this Agreement, and unlawful conduct; (e) complying with legal, regulatory, contractual, and accreditation obligations and responding to lawful requests by governmental authorities, courts, arbitrators, mediators, payors, and accrediting bodies; (f) generating de-identified or aggregated analytics, statistics, research, benchmarking, quality measures, and reporting, including for publication, marketing, fundraising, grantmaking, public-policy, or other purposes; (g) developing, training, testing, and improving MS5's models, algorithms, workflows, policies, procedures, training materials, and operational practices, including artificial-intelligence and machine-learning systems used by or for MS5; and (h) any other purpose disclosed to you at the time of collection or otherwise permitted by Applicable Law. You represent, warrant, and covenant that: (i) you have, and at all times will have, all rights, consents, authorizations, and authority necessary to submit Your Content and to grant the licenses and authorizations set forth in this Agreement, including with respect to any third party whose information appears in Your Content; (ii) Your Content is true, accurate, complete, lawful, and non-misleading; (iii) Your Content does not and will not infringe, misappropriate, or violate any intellectual-property right, right of publicity, right of privacy, or other right of any person, and does not and will not violate any Applicable Law or contractual obligation; (iv) you have provided all notices and obtained all consents required by Applicable Law for MS5 to collect, use, disclose, and process Your Content as contemplated by this Agreement; and (v) you waive, to the maximum extent permitted by Applicable Law, any moral rights, droit moral, or comparable rights in Your Content. You are solely responsible for Your Content and for the consequences of submitting it.

10. Privacy; HIPAA; FERPA; 42 C.F.R. Part 2; State Privacy Laws

Your use of the Services is subject to MS5's privacy practices, as described in MS5's published privacy notice, applicable Notice of Privacy Practices under HIPAA (where MS5 is acting as a HIPAA-covered entity or business associate), any program-specific Release of Information you sign, any FERPA notice provided in connection with educational services, any notice provided under 42 C.F.R. Part 2 in connection with substance-use-disorder services, and any other privacy notice or authorization MS5 provides to you or posts on the Services from time to time (collectively, the "Privacy Materials"). The Privacy Materials are incorporated by reference into this Agreement. To the extent that any information processed by MS5 constitutes PHI, that processing is governed by HIPAA, and you acknowledge that nothing in this Agreement shall be interpreted to override the protections afforded to PHI under HIPAA; to the extent that any information processed by MS5 constitutes Education Records, that processing is governed by FERPA; to the extent that any information processed by MS5 constitutes substance-use-disorder treatment information governed by 42 C.F.R. Part 2, that processing is governed by such regulations; and to the extent that any information constitutes "personal data," "personal information," or any analogous concept under any other Applicable Law, that processing is governed by such law. You acknowledge that no method of electronic transmission or storage is one hundred percent secure, and that MS5 cannot and does not guarantee the absolute security of Your Content, your communications, or your account. MS5 may make disclosures of information as required or permitted by Applicable Law, including without limitation in response to lawful subpoena, court order, warrant, statutory mandated-reporter obligations, duty-to-warn obligations, public-health reporting obligations, suspected child-abuse or elder-abuse reporting obligations under ORS Chapter 419B and ORS Chapter 124, judicial process, or where MS5 reasonably believes disclosure is necessary to prevent imminent harm to any person. Any conflict between this Agreement and the Privacy Materials with respect to a category of information specifically governed by HIPAA, FERPA, 42 C.F.R. Part 2, or other Applicable Law shall be resolved in favor of the protective provisions of such law, but only with respect to such category of information. For all other purposes, this Agreement controls.

11. Third-Party Services; Vendors; Subprocessors

The Services may incorporate, depend upon, link to, integrate with, or interoperate with one or more third-party websites, applications, software, hardware, data feeds, products, services, payors, networks, financial institutions, or governmental systems (each, a "Third-Party Service"), including without limitation hosting providers (such as Vercel), database, storage, and authentication providers (such as Supabase), email-delivery providers (such as Resend), SMS providers, identity-verification providers, payment processors, electronic-funds-transfer networks, telehealth platforms, electronic-health-record systems, content-delivery networks, analytics providers, search engines, social networks, landlord and property-management systems, utility providers, county and state agencies, Coordinated Care Organizations, the Oregon Health Plan, Acentra Health, the Oregon Health Authority, the Oregon Department of Human Services, the Oregon Department of Early Learning and Care, Multnomah County, Preschool for All, accrediting bodies, banks, and other vendors and counterparties. MS5 does not own, operate, control, or endorse Third-Party Services, makes no representation or warranty whatsoever regarding any Third-Party Service, and shall have no liability whatsoever for any act, omission, error, delay, downtime, security incident, data breach, charge, fee, fraud, or harm caused by or arising from any Third-Party Service. Your interactions with Third-Party Services are governed by the terms and privacy practices of those third parties, which you should review independently. MS5 may, at any time, add, remove, replace, or modify any Third-Party Service in its sole discretion. Where required by Applicable Law (including HIPAA), MS5 will enter into appropriate business-associate, data-protection, or comparable agreements with Third-Party Services that process protected information, but no such agreement creates any third-party beneficiary right in your favor.

12. Electronic Communications; E-SIGN, UETA, TCPA, and CAN-SPAM

By accessing or using the Services and by providing any email address, telephone number, or other contact information to MS5, you affirmatively consent to receive communications from MS5 in electronic form, including without limitation by email, in-portal messaging, push notification, telephone call, SMS or text message, multimedia message, automated dialing system, prerecorded message, voicemail drop, postal mail, fax, and any other reasonable means. You agree that all electronic agreements, notices, disclosures, consents, signatures, and other communications that MS5 provides to you electronically satisfy any legal requirement that such communications be in writing, signed, or delivered in any particular form, including under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq. ("E-SIGN"), the Uniform Electronic Transactions Act as enacted in Oregon at ORS Chapter 84 ("UETA"), and any comparable Applicable Law. You consent to the use of electronic signatures, digital signatures, click-through acceptance, typed names, and recorded oral consents as evidencing your agreement to be bound. You expressly authorize MS5 and its Affiliates, agents, vendors, and service providers to contact you using automated telephone dialing systems, prerecorded or artificial voice messages, and SMS or text messages at any telephone number you have provided to MS5 (whether wireless or landline), for any purpose related to the Services, your account, your application, your enrollment, payment notifications, appointment reminders, health-care operations, customer service, billing, collections, security, fraud prevention, and similar operational matters, even if your number is registered on any state or federal do-not-call list, and you acknowledge that this consent is given pursuant to (but is not required by) the Telephone Consumer Protection Act, 47 U.S.C. § 227, and its implementing regulations ("TCPA"). Standard message and data rates charged by your carrier may apply. You may opt out of non-essential marketing communications by following the unsubscribe instructions in such communications or by contacting MS5; however, you may not opt out of operational, transactional, safety, security, regulatory, or legal communications without ceasing use of the Services. To withdraw consent to electronic communications generally, you must close your account and cease use of the Services; such withdrawal will not affect the legal effectiveness, validity, or enforceability of communications made before withdrawal. MS5 will comply with the Controlling the Assault of Non-Solicited Pornography And Marketing Act, 15 U.S.C. §§ 7701 et seq. ("CAN-SPAM"), with respect to commercial email communications.

13. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, ALL MS5 CONTENT, ALL FEATURES AND FUNCTIONALITY THEREOF, AND ANY POTENTIAL OR ACTUAL PROGRAM PARTICIPATION, ASSISTANCE, PAYMENT, COMMUNICATION, OR OUTCOME PROVIDED OR FACILITATED THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE MS5 PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION: ANY WARRANTY OF MERCHANTABILITY; ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; ANY WARRANTY OF TITLE; ANY WARRANTY OF NON-INFRINGEMENT; ANY WARRANTY OF QUIET ENJOYMENT; ANY WARRANTY OF ACCURACY, COMPLETENESS, CORRECTNESS, RELIABILITY, CURRENCY, OR TIMELINESS OF INFORMATION; ANY WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR PREFERENCES; ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS; ANY WARRANTY OF SYSTEM INTEGRATION OR INTEROPERABILITY; ANY WARRANTY THAT DEFECTS WILL BE CORRECTED; ANY WARRANTY REGARDING THE QUALITY, COMPETENCE, LICENSURE, BACKGROUND, CONDUCT, OR FINANCIAL CONDITION OF ANY THIRD PARTY, INCLUDING ANY LANDLORD, UTILITY PROVIDER, PAYOR, COORDINATED CARE ORGANIZATION, GOVERNMENT AGENCY, LICENSED PROFESSIONAL, VENDOR, OR OTHER USER; ANY WARRANTY REGARDING THE CLINICAL, EDUCATIONAL, DEVELOPMENTAL, FINANCIAL, OR HOUSING OUTCOMES OF ANY PROGRAM; ANY WARRANTY REGARDING THE OUTCOME OF ANY ELIGIBILITY DETERMINATION, APPLICATION, APPEAL, OR PAYMENT; AND ANY WARRANTY OF AVAILABILITY, UPTIME, BACKUP, RECOVERY, OR DATA INTEGRITY.

No oral or written information, statement, representation, advice, opinion, or communication provided by any MS5 Party, whether through the Services or otherwise, shall create any warranty not expressly stated in this Agreement, and you may not rely upon any such information, statement, representation, advice, opinion, or communication. Some jurisdictions do not allow the disclaimer of certain implied warranties; to the extent that such disclaimers are prohibited by Applicable Law, the disclaimers in this Section apply to the maximum extent permitted by such law, and any non-disclaimable warranty is limited in duration to the shortest period permitted by such law.

14. Limitation of Liability; Damages Cap; Essential Basis of the Bargain

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY MS5 PARTY BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, BREACH OF STATUTORY DUTY, MISREPRESENTATION, RESTITUTION, INDEMNITY, OR OTHERWISE, FOR ANY OF THE FOLLOWING: (a) any indirect, incidental, special, consequential, exemplary, punitive, multiple, liquidated, treble, statutory, reliance, enhanced, or aggravated damages; (b) any loss of profit, revenue, business, opportunity, goodwill, reputation, anticipated savings, savings, contracts, investment, data, use, or other intangible loss; (c) any personal injury, bodily injury, emotional distress, pain and suffering, loss of consortium, or wrongful death (except where Applicable Law expressly prohibits such limitation, in which case the limitation shall be the minimum permitted by such law); (d) any property damage, including loss of household goods, personal items, or housing; (e) any loss of eligibility, benefits, funding, authorization, services, or assistance, whether through any Program, any payor, any government agency, or any third party; (f) any damage caused by, arising from, or in any way relating to the acts or omissions of any third party, including without limitation any landlord, utility provider, payor, Coordinated Care Organization, governmental agency, licensed professional, vendor, donor, sponsor, contractor, family member, employer, neighbor, or other user; (g) any damage caused by, arising from, or in any way relating to your access to, use of, or inability to access or use the Services or any Program; (h) any unauthorized access to, alteration of, corruption of, deletion of, loss of, or disclosure of Your Content; (i) any matter outside MS5's reasonable control, including any event of force majeure; (j) any damage caused by, arising from, or in any way relating to any reliance you place on any information, advice, opinion, recommendation, communication, or referral provided by or through the Services; or (k) any damage caused by, arising from, or in any way relating to any failure of the Services to satisfy any expectation, hope, prediction, projection, plan, model, or anticipated outcome. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY MS5 PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN ALL EVENTS, AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF ALL MS5 PARTIES TO YOU AND TO ANY PERSON CLAIMING THROUGH YOU, FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, ANY PROGRAM, OR ANY COURSE OF DEALING BETWEEN THE PARTIES, WHETHER IN A SINGLE CLAIM OR IN THE AGGREGATE, SHALL NOT EXCEED THE GREATER OF (I) ONE HUNDRED UNITED STATES DOLLARS (US$100.00) OR (II) THE AMOUNT YOU HAVE ACTUALLY PAID DIRECTLY TO MS5 (EXCLUDING ANY ASSISTANCE OR PAYMENTS MADE BY OR ON BEHALF OF MS5 TO YOU OR TO ANY THIRD PARTY) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. The parties acknowledge and agree that (A) the foregoing limitations, exclusions, and caps are reasonable in light of all the circumstances, including the nature of the Services and the fact that many or all Programs are provided without charge to the user, (B) the foregoing limitations form an essential basis of the bargain between the parties, (C) the parties would not have entered into this Agreement on any other basis, (D) the foregoing limitations shall apply notwithstanding any failure of essential purpose of any remedy, and (E) the foregoing limitations shall apply to the maximum extent permitted by Applicable Law, and where any such limitation is prohibited by Applicable Law, the parties' liability shall be limited to the minimum amount, and exclusions reduced to the minimum scope, permitted by such law. Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, the foregoing applies to the maximum extent permitted by law.

15. Indemnification

You agree to defend (with counsel of MS5's choosing and reasonably acceptable to MS5), indemnify, and hold harmless each of the MS5 Parties from and against any and all claims, demands, suits, actions, causes of action, investigations, audits, governmental proceedings, regulatory proceedings, administrative proceedings, arbitrations, mediations, losses, liabilities, damages, judgments, awards, settlements, fines, penalties, taxes, assessments, recoupments, sanctions, costs, and expenses (including reasonable attorneys' fees, expert fees, consultant fees, paraprofessional fees, court costs, arbitration costs, mediation costs, and other costs of investigation, defense, and resolution) (collectively, "Claims") arising out of, relating to, or resulting from, in whole or in part, directly or indirectly: (a) your access to or use of the Services; (b) any breach or alleged breach by you of this Agreement or of any representation, warranty, covenant, or agreement contained herein; (c) any violation or alleged violation by you of any Applicable Law, including any law relating to health care, behavioral health, child welfare, child care, education, housing, fraud, consumer protection, civil rights, employment, privacy, or data security; (d) any violation by you of any right of any third party, including any intellectual-property right, right of publicity, right of privacy, or contractual right; (e) any inaccurate, incomplete, misleading, or unlawful information submitted by you, including any false statement made in connection with any application, request, certification, or attestation; (f) Your Content, including any infringement, misappropriation, or violation of rights caused by Your Content; (g) any dispute, claim, or controversy between you and any third party, including any landlord, utility provider, family member, employer, neighbor, payor, regulator, other applicant, or other user; (h) your negligence, gross negligence, recklessness, intentional misconduct, fraud, dishonesty, or willful misconduct; (i) any tax obligation arising from any payment or assistance provided by or facilitated through MS5; (j) any audit, investigation, recoupment, repayment demand, or enforcement action by any payor, regulator, or governmental authority arising from your conduct or information; and (k) any acts or omissions of any person to whom you have given access to your account or to the Services or who has been allowed to act on your behalf. MS5 reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully and at your own expense in the defense and resolution of any such Claim. You shall not, without MS5's prior written consent, settle, compromise, or consent to the entry of any judgment with respect to any Claim that imposes any obligation (whether monetary, equitable, declaratory, injunctive, or otherwise) on any MS5 Party, requires any MS5 Party to admit fault, or fails to include an unconditional release of the MS5 Parties from all liability with respect to such Claim. Your indemnification obligations under this Section are in addition to, and not in limitation of, any other obligations of indemnification you may have under any other agreement with MS5 or under Applicable Law, and shall survive any termination of this Agreement.

16. Program-Specific Terms and Disclaimers

16.1 MS5 HRSN (Rental, Utility, and Other Health-Related Social Needs Assistance). MS5 HRSN is, when authorized and funded, a Health-Related Social Needs provider operating under or in connection with the Oregon Health Plan's HRSN benefit framework and related authorities. MS5 HRSN's services may include, when authorized, facilitating limited rental, utility, deposit, or similar housing-stability assistance for eligible Oregon Health Plan members or other eligible populations. MS5 HRSN does not guarantee: (a) that any application will be approved; (b) that any approval will be granted in any particular amount, frequency, or duration, or maintained going forward; (c) that any payment will be issued in any particular timeframe; (d) that any payment, once issued or received by a landlord, utility provider, or other payee, will prevent eviction, utility shutoff, foreclosure, displacement, loss of subsidy, or any other adverse outcome; (e) that any landlord, property manager, or utility provider will accept payment from MS5, will credit your account in any particular manner, will refrain from initiating or proceeding with any legal or administrative action, or will perform any obligation under your lease or service agreement; or (f) that MS5's involvement creates any tenancy, sub-tenancy, lease, occupancy, license, joint-and-several liability, guaranty, surety, co-signor, or other legal relationship between MS5 and you, between MS5 and your landlord or utility provider, or between MS5 and any other person. MS5 HRSN is not a landlord, property manager, utility, lender, housing counselor, eviction-defense attorney, social-services attorney, or housing-rights attorney. MS5 HRSN is not contracted with all Coordinated Care Organizations or commercial insurance plans at all times, and contractual relationships with such payors are subject to change. Submission of an application, intake form, ledger, lease, utility bill, identification, or any other document does not create any obligation on MS5 HRSN's part to provide any service or assistance. Approvals, when granted, may be limited in amount, frequency, geography, and duration, and may be modified, suspended, terminated, or recouped at any time consistent with Applicable Law and applicable payor or funder rules. You authorize MS5 to communicate with your landlord, property manager, utility provider, Coordinated Care Organization, the Oregon Health Plan, Acentra Health, and any other relevant payor, regulator, or third party in connection with the administration of MS5 HRSN, and you waive any privacy, confidentiality, or other claim against MS5 arising from such communications to the extent permitted by Applicable Law. You acknowledge that MS5 HRSN payments and assistance may have tax implications for you, may affect eligibility for other benefits (including Section 8, SNAP, TANF, Social Security, SSI, SSDI, child care, school meals, and tax credits), and may be subject to recoupment if you become ineligible or if information you provided is later found to be inaccurate or incomplete.

16.2 MS5 Wellness (Outpatient Behavioral Health). MS5 Wellness, once licensed and operational, is anticipated to operate as an outpatient behavioral-health service line offering, among other services, peer support, case management, individual and group counseling, and related non-emergency services. MS5 WELLNESS IS NOT AN EMERGENCY OR CRISIS SERVICE. MS5 Wellness does not provide 24/7 monitoring, in-person crisis stabilization, mobile crisis response, involuntary hold or commitment services, residential treatment, inpatient treatment, withdrawal management, or medical detoxification. Communications through the Services, including in-portal messages, are not continuously monitored and must never be used to convey emergent or urgent clinical information. If you are experiencing or witnessing an emergency or crisis, you must immediately call 911 or 988 and you must not delay in reaching out by attempting to use the Services. Receipt of services through MS5 Wellness is conditional on (a) completion of a separate written intake and treatment-consent process, (b) verification of eligibility, including insurance and authorization, (c) clinical-appropriateness determinations by licensed staff, (d) available capacity, (e) your ongoing compliance with treatment recommendations and program rules, and (f) Applicable Law. You acknowledge that no therapeutic relationship is created with any specific provider until that provider has accepted you for treatment in writing. Provider assignment may change, and MS5 Wellness reserves the right to modify, transfer, suspend, or terminate services consistent with clinical judgment and Applicable Law.

16.3 MS5 Preschool (Early Learning; Family Child Care). MS5 Preschool is anticipated, once licensed by the Oregon Department of Early Learning and Care and approved by Multnomah County and the Preschool for All program or its successor, to operate as a Family Child Care home or center serving children ages three through four. Until full licensure and program approval, all references in the Services or marketing materials to MS5 Preschool's capacity, hours, meals, transportation, curriculum, ratios, enrollment, tuition, or other operational features are forward-looking, subject to regulatory approval and revision, and are not promises or guarantees. Enrollment of any child is subject to a separate written Enrollment Agreement, Family Handbook, intake paperwork, signed parental authorizations, immunization records or valid non-medical exemption forms, developmental and health information, emergency contacts and authorizations, transportation forms, food and allergy forms, photograph and media release, and any other documentation required by MS5 or by Applicable Law. Without limiting the generality of the foregoing, you acknowledge and agree that: (a) MS5 Preschool may decline to admit any child, terminate any enrollment, or modify any service in its sole discretion and consistent with Applicable Law, including without limitation where MS5 determines that a child's needs cannot be safely or appropriately met by the program; (b) outdoor activities, water activities, field trips, transportation, and physical play involve inherent risks of injury, and you assume such risks to the maximum extent permitted by Applicable Law for any child under your authority; (c) MS5 Preschool will report suspected child abuse, neglect, or threats of harm as required by ORS Chapter 419B and Applicable Law; (d) immunization, attendance, and developmental records may be shared with public-health authorities, schools, and other agencies as required by Applicable Law; (e) any food, beverage, dietary, allergy, dietary-restriction, or medication accommodation must be requested, documented, and updated in writing, and MS5 Preschool will use reasonable efforts to accommodate, but does not guarantee absolute prevention of allergen exposure or dietary error; and (f) you understand that early-childhood education is provided in a developmentally appropriate, non-clinical setting and is not a substitute for medical, behavioral, or special-education services.

16.4 Future Programs. Any Program launched, acquired, licensed, or operated by MS5 after the Effective Date — whether under the MS5 brand, an Affiliate, a subsidiary, a joint venture, a fiscally sponsored entity, or any other organizational form — is automatically subject to this Agreement, in addition to any program-specific terms, handbooks, consents, and agreements provided to participants in connection with such Program.

16.5 Order of Precedence. Where a Program-specific written agreement, handbook, treatment consent, financial-responsibility agreement, or other program-specific document executed between you and MS5 contains terms that conflict with this Agreement with respect to the specific subject matter governed by such document, that program-specific document shall control to the extent of the conflict, but only with respect to that specific subject matter and only with respect to the Program to which it applies. In all other respects and for all other purposes, this Agreement controls.

17. Federal Statutory and Regulatory Acknowledgments

Without limiting any other provision of this Agreement, you acknowledge that MS5's operations and the Services are subject to, and you agree to cooperate with MS5's compliance with, applicable federal statutes and regulations, including without limitation: (a) HIPAA, 42 U.S.C. §§ 1320d et seq., and the Privacy, Security, Breach Notification, and Enforcement Rules at 45 C.F.R. Parts 160 and 164; (b) the Health Information Technology for Economic and Clinical Health Act ("HITECH"); (c) the Confidentiality of Substance Use Disorder Patient Records regulations, 42 C.F.R. Part 2; (d) FERPA, 20 U.S.C. § 1232g, and 34 C.F.R. Part 99; (e) the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., and the regulations promulgated thereunder; (f) Section 504 of the Rehabilitation Act, 29 U.S.C. § 794, and the regulations promulgated thereunder; (g) Title VI of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000d et seq., prohibiting discrimination on the basis of race, color, or national origin in programs receiving federal financial assistance; (h) Section 1557 of the Patient Protection and Affordable Care Act, 42 U.S.C. § 18116, prohibiting discrimination in covered health programs; (i) the Age Discrimination Act of 1975, 42 U.S.C. §§ 6101 et seq.; (j) the Federal False Claims Act, 31 U.S.C. §§ 3729 et seq.; (k) the federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b), the federal Civil Monetary Penalties Law, 42 U.S.C. § 1320a-7a (including the Beneficiary Inducement provisions), and the federal Physician Self-Referral ("Stark") Law, 42 U.S.C. § 1395nn, to the extent applicable; (l) the Computer Fraud and Abuse Act, 18 U.S.C. § 1030; (m) the Stored Communications Act, 18 U.S.C. §§ 2701 et seq.; (n) the Children's Online Privacy Protection Act, 15 U.S.C. §§ 6501 et seq., and the FTC's COPPA Rule, 16 C.F.R. Part 312; (o) the Gramm-Leach-Bliley Act, 15 U.S.C. §§ 6801 et seq., to the extent applicable to financial information; (p) the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq., to the extent applicable; (q) the TCPA; (r) E-SIGN; (s) CAN-SPAM; (t) the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 et seq.; (u) the Office of Foreign Assets Control sanctions and the regulations administered by the U.S. Department of the Treasury; (v) the Bank Secrecy Act and USA PATRIOT Act, to the extent applicable; (w) the Internal Revenue Code and applicable Treasury Regulations, including provisions relating to information reporting and tax-exempt activities; and (x) any other federal statute, regulation, executive order, or guidance applicable to MS5. You agree that nothing in this Agreement is intended to require MS5 to act in violation of, or to waive any right or protection MS5 may have under, any of the foregoing or any other Applicable Law.

18. State of Oregon Statutory and Regulatory Acknowledgments

Without limiting any other provision of this Agreement, you acknowledge that MS5's operations and the Services are subject to, and this Agreement shall be interpreted consistently with, applicable Oregon statutes, regulations, and administrative rules, including without limitation: (a) the Oregon Consumer Privacy Act, ORS 646A.570 et seq., to the extent applicable; (b) the Oregon Consumer Information Protection Act, ORS 646A.600 et seq., governing notification of certain data breaches; (c) the Oregon Unlawful Trade Practices Act, ORS Chapter 646, including any limitations applicable to the Services; (d) the Uniform Electronic Transactions Act as enacted in Oregon, ORS Chapter 84; (e) Oregon laws governing the privacy and confidentiality of health information, including ORS Chapter 192 and ORS 179.505; (f) Oregon laws governing the reporting of suspected child abuse and neglect, ORS Chapter 419B (and your acknowledgment that MS5 staff and licensed professionals are mandatory reporters thereunder); (g) Oregon laws governing the reporting of suspected abuse, neglect, or exploitation of elderly persons and adults with disabilities, ORS Chapter 124; (h) the Oregon Family Child Care licensing and certification requirements administered by the Oregon Department of Early Learning and Care under ORS Chapter 329A and applicable Oregon Administrative Rules; (i) Oregon laws governing the Oregon Health Plan and the Oregon Health Authority, including ORS Chapter 414 and applicable Oregon Administrative Rules; (j) Oregon laws governing landlord-tenant relations, ORS Chapter 90 (and your acknowledgment that MS5 is neither a landlord nor a tenant under such laws); (k) Oregon licensing and scope-of-practice statutes applicable to behavioral-health professionals; (l) Oregon laws governing arbitration agreements, ORS Chapter 36, subject to preemption by the Federal Arbitration Act; (m) Oregon laws governing limited liability companies, ORS Chapter 63; and (n) any other Oregon law applicable to MS5 or the Services. Nothing in this Agreement is intended to waive any non-waivable right or protection afforded to you by Oregon law.

19. Mandated Reporting; Duty-to-Warn; Required Disclosures

You acknowledge and agree that MS5 staff and certain MS5 contractors and licensed professionals are or may be mandatory reporters under Oregon law and federal law, with obligations to report certain matters to law enforcement, child-protective services, adult-protective services, public-health authorities, licensing authorities, payors, regulators, accrediting bodies, courts, and other agencies, regardless of any privacy expectation you may have. Such matters include without limitation: suspected child abuse or neglect under ORS Chapter 419B; suspected abuse, neglect, or exploitation of elderly persons or adults with disabilities under ORS Chapter 124; communicable disease reporting; threats of imminent harm to self or others; and matters disclosed by court order, subpoena, warrant, or other legal process. Nothing in this Agreement, no Privacy Material, and no other communication from MS5 shall be interpreted to limit, override, condition, or excuse MS5's compliance with such obligations. You expressly authorize MS5 to make any disclosure required or permitted by Applicable Law, and you waive any claim against any MS5 Party arising from any such disclosure to the maximum extent permitted by Applicable Law.

20. Photography, Video, Audio, Testimonials, and Media Release

From time to time, MS5 may photograph, video-record, audio-record, or otherwise capture images, voice, likeness, statements, testimonials, or other identifying material in connection with the Services (collectively, "Media"), including for the purposes of marketing, fundraising, public-policy advocacy, training, accreditation, quality assurance, social media, websites, news media, sponsor and grantor reporting, and similar purposes. You acknowledge that participation in any Media is voluntary, and that MS5 will, to the extent reasonably practicable, provide an opportunity to consent to or decline capture of Media. Where you consent to participate in Media, you grant to MS5 and its Affiliates, successors, licensees, sublicensees, and assignees a worldwide, royalty-free, fully paid-up, perpetual, irrevocable, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, edit, translate, distribute, publish, broadcast, transmit, publicly perform, publicly display, prepare derivative works of, and otherwise exploit such Media (including your name, image, likeness, voice, statements, biographical information, and other identifying information) in any and all media now known or later developed, for any lawful MS5 purpose, in perpetuity, without further notice, approval, royalty, or compensation. You waive any right to inspect, approve, or be paid for any use of Media. You waive any claim for invasion of privacy, right of publicity, defamation, false light, infliction of emotional distress, or related claim against any MS5 Party arising from any such use to the maximum extent permitted by Applicable Law. The license in this Section applies only to Media in which you have affirmatively consented to participate; MS5 will not use Media in which you have declined participation, except as required or permitted by Applicable Law.

21. Transportation, Premises, Personal Property, and Risk of Loss

To the extent that MS5 (a) provides or facilitates any transportation, (b) hosts you, any child, or any other person at any MS5 office, classroom, residence, or other premises, or (c) takes custody of any personal property in connection with the Services, you acknowledge and agree that: (i) all such transportation, hosting, and custody is provided with reasonable care but is subject to inherent risks, including without limitation traffic accidents, weather, mechanical failure, third-party criminal activity, infectious disease, slip-and-fall, allergic reaction, and the inherent risks of childhood and group activities; (ii) you assume all such risks to the maximum extent permitted by Applicable Law, both for yourself and (to the extent of your lawful authority) for any minor child or protected adult under your authority; (iii) MS5 is not responsible for the loss, theft, damage, or destruction of any personal property brought to or left at any MS5 premises or in any MS5 vehicle, and you bring such items at your own risk; (iv) you will not bring any weapon, firearm, ammunition, explosive, illegal drug, drug paraphernalia, alcohol (except as permitted by Applicable Law), or any other hazardous or unlawful item onto MS5 premises or into any MS5-facilitated transportation; (v) you will comply with all MS5 health, safety, conduct, and dress requirements; and (vi) MS5 may exclude any person from any premises or any transportation in its sole discretion. To the maximum extent permitted by Applicable Law, you release and waive any claim against the MS5 Parties for loss of or damage to personal property arising from your or any minor child's or protected adult's presence on any MS5 premises or in any MS5-facilitated transportation.

22. Identity Verification, Background Checks, and Anti-Fraud

MS5 may, in its sole discretion and to the extent permitted by Applicable Law, verify your identity and the accuracy of information you submit, including through (a) requests for government-issued identification, (b) checks against payor, governmental, and commercial databases, (c) verification of address, employment, income, household composition, or eligibility, (d) verification of leases, ledgers, utility bills, and similar documents directly with landlords, property managers, and utility providers, (e) background and reference checks where permitted by Applicable Law (for example, for staff, volunteers, and certain Program participants), and (f) other reasonable means. You authorize MS5 and its agents to conduct any such verification and to disclose such information as is reasonably necessary to do so. You agree to cooperate fully and promptly with any reasonable verification request, and you acknowledge that failure to cooperate may result in denial of an application, suspension of services, or termination of an account. MS5 employs reasonable measures to prevent and detect fraud, including pattern detection, manual review, and referrals to law enforcement and payors. You waive any claim against the MS5 Parties for any inconvenience, delay, denial, or other consequence arising from MS5's reasonable efforts to verify your identity or to detect, prevent, or respond to fraud.

23. False Claims; Overpayments; Recoupment; Set-Off

You acknowledge that MS5 must comply with federal and state false-claims laws, including the Federal False Claims Act, 31 U.S.C. §§ 3729 et seq., and analogous Oregon laws. You agree that you will not submit, or cause to be submitted, any false, fraudulent, or misleading claim, document, signature, statement, or attestation to MS5 or, through MS5, to any payor or governmental authority. If MS5 determines, in its reasonable judgment, that any payment, assistance, service, or benefit was issued, in whole or in part, as a result of inaccurate, incomplete, untimely, fraudulent, or unauthorized information, or in violation of Applicable Law, MS5 may suspend, modify, or terminate further payments, demand repayment of all or any part of the amounts received, recoup such amounts from any future payment owed to or for you, set off such amounts against any other liability owed to you, refer the matter to law enforcement, payors, regulators, and licensure boards, and pursue any other remedy available under this Agreement or Applicable Law. You agree to pay, on demand, the amount of any such overpayment together with interest at the maximum lawful rate from the date of overpayment until paid in full, and to reimburse MS5 for all reasonable costs of collection, including attorneys' fees, court costs, and arbitration costs. The remedies set forth in this Section are cumulative and in addition to any other remedy available to MS5.

24. Data Security; Incident Response; No Guarantee of Security

MS5 implements administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of information processed through the Services, consistent with Applicable Law. Notwithstanding such safeguards, no method of transmission, storage, or processing is fully secure. MS5 does not warrant or guarantee that the Services, Your Content, or any communication you send to or receive through the Services will be free from unauthorized access, interception, alteration, loss, or destruction. In the event of a confirmed security incident affecting your information for which Applicable Law requires notification, MS5 will provide notification in the manner and within the timeframe required by such law. You agree to (a) use unique, strong passwords; (b) enable multi-factor authentication where offered; (c) keep your devices, browsers, operating systems, and applications updated and free of malware; (d) protect any device from which you access the Services; (e) not access the Services from a public, untrusted, or compromised device or network when handling sensitive information; and (f) cooperate with any reasonable security investigation initiated by MS5.

25. Cookies; Analytics; Tracking Technologies

The Services may use cookies, web beacons, pixels, local storage, session storage, software-development kits, server logs, application logs, and similar technologies (collectively, "Tracking Technologies") to operate, secure, analyze, improve, and personalize the Services, to detect and prevent fraud and abuse, to administer authentication, to retain user preferences, and to support analytics and reporting. Your use of the Services constitutes consent to MS5's use of Tracking Technologies, except where, and to the extent that, Applicable Law requires a more granular consent (in which case MS5 will obtain such consent as required). You may configure your browser or device to refuse cookies or to alert you when cookies are being sent, but doing so may impair or disable parts of the Services.

26. Mobile Applications, Progressive Web Apps, and Beta Features

If MS5 makes available any mobile application, progressive web application, downloadable installer, browser extension, application programming interface, software development kit, or other software (collectively, "Software"), MS5 grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely on devices you own or control and solely for your personal, non-commercial use of the Services, subject to this Agreement and any additional terms presented with the Software, including, where applicable, Apple's Licensed Application End User License Agreement and Google's Play Store terms. You may not copy, modify, reverse-engineer, or distribute the Software, except as expressly permitted by Applicable Law notwithstanding contractual restriction. From time to time, MS5 may provide access to "beta," "preview," "experimental," "early access," or similar features (collectively, "Beta Features"). Beta Features are provided as-is, may contain errors or bugs, may be modified or discontinued at any time, and are subject in all respects to the disclaimers and limitations set forth in this Agreement. Feedback you provide regarding Beta Features or any other part of the Services is non-confidential, and MS5 may use, exploit, and incorporate such feedback for any purpose without restriction or compensation.

27. Modifications to the Agreement and the Services

MS5 reserves the right, in its sole discretion, to amend, modify, supplement, replace, or restate this Agreement at any time, including to add, remove, or change rights and obligations of either party. MS5 will indicate the "Last Updated" date at the top of this Agreement when changes are made, and may, where MS5 determines appropriate, provide additional notice by means of email, in-portal notification, push notification, or posting on the Services. Your continued access to or use of the Services after any change becomes effective constitutes your acceptance of the revised Agreement and is sufficient consideration for the modification. If you do not agree to the revised Agreement, you must immediately cease all use of the Services. No course of dealing, course of performance, oral statement, or written communication may modify this Agreement, and no MS5 employee, agent, contractor, or volunteer has authority to modify this Agreement on behalf of MS5, except by a writing signed by an officer or authorized manager of MS5. MS5 reserves the unconditional right, exercisable in its sole discretion, to modify, suspend, or discontinue all or any part of the Services or any Program, at any time, with or without notice, and to impose limits on certain features or restrict access to all or part of the Services, without any liability to you.

28. Suspension; Termination; Survival

You may stop using the Services at any time by ceasing access and, where applicable, by emailing HRSN@ms5.com to request closure of your account. MS5 may, in its sole discretion, suspend, restrict, deactivate, terminate, or delete your account and any access to the Services or any Program, in whole or in part, at any time, with or without notice, for any reason or no reason, including without limitation where MS5 determines that you have breached this Agreement, that your continued participation presents a risk to MS5, its staff, or any other person, that your eligibility for a Program has lapsed, or that MS5's business, reputation, security, or compliance interests so require. Termination does not relieve you of any obligation arising or accrued prior to termination. Provisions of this Agreement that by their nature should survive termination shall survive, including without limitation Sections 1 (Definitions), 7 (Acceptable Use), 8 (Intellectual Property), 9 (Your Content), 10 (Privacy), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 19 (Mandated Reporting), 22 (Identity Verification), 23 (False Claims), 27 (Modifications), 29 (Dispute Resolution), 30 (Governing Law), 31 (Shortened Limitations Period), 35 (Notices), 36 (Severability), 37 (Entire Agreement), and any other provision that, by its nature, should reasonably survive.

29. Dispute Resolution; Mandatory Binding Individual Arbitration; Class-Action and Jury-Trial Waivers

PLEASE READ THIS SECTION CAREFULLY. IT MATERIALLY AFFECTS YOUR LEGAL RIGHTS. IT REQUIRES MOST DISPUTES BETWEEN YOU AND MS5 TO BE RESOLVED THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

29.1 Disputes Subject to Arbitration. A "Dispute" means any claim, controversy, or dispute between you and MS5 (including any MS5 Party), whether based in contract, tort (including negligence and gross negligence), statute, regulation, ordinance, common law, equity, or any other legal theory, and whether pre-existing, present, or future, arising out of or relating in any way to this Agreement, the Services, any Program, any interaction with MS5 (including any pre-contractual or marketing communications), or the relationship of the parties, including the validity, scope, formation, enforceability, interpretation, breach, performance, or termination of any of the foregoing. The term "Dispute" shall be given the broadest possible meaning that will be enforced.

29.2 Informal Resolution. Before initiating any arbitration or court proceeding, the party seeking relief shall first provide the other party with written notice of the Dispute (a "Notice of Dispute") describing the nature and basis of the claim and the specific relief sought, and a reasonable opportunity (of not less than sixty (60) days) to resolve the Dispute informally. A Notice of Dispute to MS5 must be sent by both (a) first-class mail to MS5 LLC, Attention: Legal, 9221 SW Barbur Boulevard, Suite 203, Portland, Oregon 97219, and (b) email to Info@ms5.com. A Notice of Dispute to you shall be sent to the most recent contact information in your account. The parties shall negotiate in good faith during such sixty-day period. The statute of limitations and any other filing-deadline period shall be tolled during the informal-resolution period. If the Dispute is not resolved within sixty (60) days after receipt of a complete Notice of Dispute, either party may proceed to arbitration in accordance with this Section.

29.3 Binding Individual Arbitration. Except as provided in Section 29.6, all Disputes shall be resolved exclusively through final and binding individual arbitration administered by JAMS (or, if JAMS is unavailable or unable to administer the arbitration consistent with this Agreement, by another nationally recognized arbitration provider mutually agreed by the parties) in Portland, Oregon, before a single neutral arbitrator, under JAMS's then-current Streamlined or Consumer Arbitration Rules, as appropriate to the amount in dispute. The arbitrator, and not any federal, state, or local court, agency, or other tribunal, shall have the exclusive authority to resolve any threshold issue, including any issue regarding the formation, existence, validity, scope, applicability, enforceability, interpretation, or waiver of this Section 29 or any portion thereof, including any claim that all or any part of this Section is void, voidable, or unenforceable. The arbitrator shall be empowered to grant any relief that would be available in court under Applicable Law, but only on an individual basis, and the arbitrator may not award relief beyond the parties to the arbitration. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. The arbitration shall be confidential, except to the extent disclosure is required by Applicable Law or to enforce or set aside the award. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section 29, and the parties expressly disclaim the application of any state arbitration law to the extent inconsistent with the Federal Arbitration Act.

29.4 Class-Action, Collective-Action, and Representative-Action Waiver. YOU AND MS5 EACH AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OR YOUR OWN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING, INCLUDING ANY PURPORTED MULTI-CLAIMANT OR "MASS" ARBITRATION, OR AS A PRIVATE ATTORNEY GENERAL. The arbitrator may not consolidate the claims of more than one person, may not preside over any form of representative or class proceeding, and may award only individual relief warranted by the individual claim brought before the arbitrator. If a court or arbitrator determines that this Section 29.4 is unenforceable as to any particular claim or remedy, then that claim or remedy (and only that claim or remedy) shall be severed from arbitration and shall proceed in the state or federal courts located in Multnomah County, Oregon, while all other claims and remedies shall continue to be resolved through individual arbitration as set forth above.

29.5 Jury-Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY DISPUTE.

29.6 Exceptions to Arbitration. Notwithstanding the foregoing, (a) either party may bring an individual action in small-claims court for any Dispute that qualifies for such court, so long as the action remains in such court, is not removed or appealed to a court of general jurisdiction, and proceeds only on an individual basis; (b) either party may seek injunctive, declaratory, or other equitable relief from a court of competent jurisdiction to prevent or stop actual or threatened infringement, misappropriation, dilution, or violation of its intellectual-property rights, trade-secret rights, or confidential information, or to enforce the obligations of confidentiality or security set forth in this Agreement; and (c) any claim that, under Applicable Law, cannot be arbitrated may be brought in the state or federal courts located in Multnomah County, Oregon, while all other claims shall be arbitrated as provided above.

29.7 Opt-Out of Arbitration. You may opt out of this Section 29 by sending written notice of your decision to opt out to MS5 LLC, Attention: Legal, 9221 SW Barbur Boulevard, Suite 203, Portland, Oregon 97219, with a copy by email to Info@ms5.com, postmarked or sent no later than thirty (30) days after the later of (a) the date you first accept this Agreement or (b) the date a material amendment to this Section 29 takes effect. The notice must include your full legal name, your mailing address, the email address associated with your account (if any), and a clear, unambiguous statement that you wish to opt out of arbitration under Section 29. Opt-out notices that are incomplete, untimely, or sent to any other address or by any other means will be of no effect. If you opt out, this Agreement shall remain in full force and effect except that Sections 29.3, 29.4, 29.5, and 29.6 will not apply to you; Disputes will instead be resolved in the state or federal courts located in Multnomah County, Oregon, under Section 30 of this Agreement, with the jury-trial waiver in Section 29.5 nevertheless surviving to the maximum extent permitted by Applicable Law.

29.8 Severability of Arbitration Provisions. If any portion of this Section 29 is found to be unenforceable, the unenforceable portion shall be severed and the remainder shall be given full force and effect, except that if the class-action waiver in Section 29.4 is found unenforceable with respect to a particular claim and that finding is not itself severable, then the entirety of Section 29 shall be unenforceable with respect to that claim only (and only that claim shall proceed in court), and all other claims shall continue to be arbitrated.

30. Governing Law; Venue; Personal Jurisdiction

This Agreement, and any Dispute arising out of or relating to this Agreement or the Services (including any non-contractual Dispute), shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Oregon, without regard to its conflict-of-laws principles, except that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 29. Subject to Section 29, the exclusive venue for any Dispute that proceeds in court shall be the state and federal courts located in Multnomah County, Oregon, and the parties irrevocably consent to the personal jurisdiction of, and venue in, such courts and waive any objection thereto, including any objection based on forum non conveniens.

31. Shortened Limitations Period

To the maximum extent permitted by Applicable Law, you agree that any claim or cause of action you may have arising out of or relating to this Agreement, the Services, or any Program must be commenced (whether by filing a Notice of Dispute under Section 29.2, by initiating arbitration under Section 29.3, by filing a small-claims action under Section 29.6, or by filing a court action where arbitration does not apply) within one (1) year after the claim or cause of action first accrued, otherwise such claim or cause of action shall be permanently barred. The parties acknowledge that this limitation period is reasonable in light of the nature of the Services and the Programs. Where Applicable Law does not permit such a shortened limitations period, the limitations period shall be the shortest period permitted by Applicable Law.

32. Force Majeure

No MS5 Party shall be liable for any failure to perform, or for any delay in performance of, any obligation under this Agreement to the extent such failure or delay is caused by any event, condition, or circumstance beyond MS5's reasonable control, including without limitation acts of God; natural disasters; severe weather; earthquakes; volcanic activity; wildfires; floods; pandemics, epidemics, public-health orders, quarantines, isolation, vaccination mandates, and other public-health-related measures; war, hostilities, armed conflict, terrorism, sabotage, civil unrest, riots, insurrection, or revolution; governmental or regulatory action, inaction, change, delay, suspension, revocation, or denial; changes in payor or program rules; labor disputes, strikes, lockouts, or work stoppages (whether or not affecting MS5's own workforce); critical-infrastructure failures; loss of utilities; telecommunications, internet, cloud, or platform-provider outages or degradation; cybersecurity incidents, ransomware, denial-of-service attacks, or other malicious activity; supply-chain disruption; embargoes; failures of subcontractors or vendors; and any other event that is unforeseeable, unavoidable, or beyond MS5's reasonable control. The affected MS5 Party shall use commercially reasonable efforts to mitigate the effects of the force-majeure event.

33. Insurance; Risk Allocation

MS5 maintains such insurance coverage as MS5 deems appropriate or as required by Applicable Law. The existence, scope, limits, or proceeds of any MS5 insurance shall not (a) increase, expand, modify, or otherwise affect any limitation of liability, indemnification, disclaimer, or waiver set forth in this Agreement, (b) create any right in your favor against any MS5 insurer, or (c) be construed as a representation by MS5 that any particular risk is insured or coverable.

34. Assignment; Subcontracting; Delegation

You may not assign, delegate, sublicense, novate, or otherwise transfer this Agreement or any right or obligation hereunder, by operation of law, merger, change of control, or otherwise, without MS5's prior written consent, and any attempted assignment, delegation, or transfer without such consent shall be null, void, and of no effect. MS5 may freely assign, delegate, subcontract, or transfer this Agreement, in whole or in part, to any Affiliate, successor (whether by merger, consolidation, reorganization, sale of assets, or otherwise), assignee, or subcontractor, without notice to or consent from you. This Agreement shall be binding on, and inure to the benefit of, the parties and their respective permitted successors and assigns.

35. Notices

MS5 may provide notices to you by any of the following means, at MS5's election: (a) email to the most recent email address in your account; (b) in-portal message or push notification; (c) SMS or text message to the most recent telephone number in your account; (d) posting on the Services; or (e) first-class mail or recognized overnight courier to the most recent mailing address in your account. Notices to you shall be deemed received (i) when sent by email, in-portal message, push notification, or SMS; (ii) when posted on the Services; or (iii) two (2) business days after deposit in the mail or with a courier. You are responsible for keeping your contact information current. Notices to MS5 (other than Notices of Dispute, which are governed by Section 29.2) must be sent by both (a) first-class mail to MS5 LLC, Attention: Legal, 9221 SW Barbur Boulevard, Suite 203, Portland, Oregon 97219, and (b) email to Info@ms5.com. Notices to MS5 shall be deemed received when actually received at both the postal and email addresses set forth above.

36. Severability; Reformation; Waiver; Headings; Construction

If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, void, or unenforceable in any respect under any Applicable Law, then: (a) such provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties' intent to the maximum extent permitted by such law; (b) if such reformation is not possible, the unenforceable provision (or portion thereof) shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect; and (c) the invalidity of a provision in one jurisdiction shall not affect the validity of that provision in any other jurisdiction or the validity of any other provision in any jurisdiction. No waiver by MS5 of any breach or default by you shall constitute a waiver of any other breach or default, whether of like or different character, and no failure or delay by MS5 in exercising any right or remedy shall operate as a waiver of such right or remedy. Section headings are for convenience only and have no substantive legal effect. Each "including" or "includes" or "include" is deemed to be followed by the phrase "without limitation." Each reference to a statute, regulation, or rule includes any amendment, successor, or implementing regulation thereto. The parties have had the opportunity to consult with counsel regarding this Agreement, and any ambiguity in this Agreement shall not be construed against the drafter. Singular includes plural and vice versa.

37. Entire Agreement; Order of Precedence; No Reliance

This Agreement, together with the Privacy Materials and any program-specific written agreement, intake packet, handbook, treatment consent, financial-responsibility agreement, or other document executed between you and MS5 with respect to a particular Program, constitutes the entire agreement between you and MS5 with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, communications, oral statements, advertisements, brochures, marketing materials, and other materials of any kind, whether oral or written, with respect to such subject matter. In the event of any conflict between this Agreement and a program-specific document, the program-specific document shall control with respect to the specific subject matter governed by such document and with respect to the specific Program to which it applies; this Agreement shall control in all other respects. You acknowledge that you have not relied on, and shall have no remedy in respect of, any representation, warranty, advertisement, brochure, communication, statement, or assurance not expressly set forth in this Agreement.

38. Relationship of the Parties; Independent Contractors

Nothing in this Agreement creates, or shall be construed to create, any partnership, joint venture, agency, fiduciary, employer-employee, master-servant, principal-agent, franchise, guarantor-surety, lender-borrower, or similar relationship between you and MS5. You and MS5 are independent parties. Neither party has authority, express or implied, to bind the other in any respect or to create any obligation on behalf of the other.

39. No Third-Party Beneficiaries

Except as expressly provided in this Agreement with respect to the MS5 Parties (each of whom is an intended third-party beneficiary of Sections 7, 8, 10, 13, 14, 15, 19, and 29 of this Agreement and may enforce such Sections directly against you), this Agreement is for the sole benefit of the parties hereto, and no other person or entity shall have any right (whether as a third-party beneficiary or otherwise) to enforce any provision hereof.

40. Export Controls; Sanctions; Anti-Corruption; Anti-Money Laundering

You represent and warrant that (a) you are not located in, ordinarily resident in, organized under the laws of, or a national of any country, region, or territory subject to comprehensive United States economic sanctions, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (b) you are not identified on the United States Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons List, the United States Department of Commerce's Denied Persons or Entity List, the United States Department of State's Debarred Parties List, or any other list of restricted or prohibited parties maintained by any United States or foreign governmental authority; (c) you will not use the Services in violation of any export-control, sanctions, anti-corruption (including the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1 et seq.), anti-bribery, or anti-money-laundering law; and (d) any funds received from or paid to MS5 are not derived from, and will not be used in furtherance of, any unlawful activity. You shall promptly notify MS5 in writing if any of the foregoing representations becomes inaccurate at any time.

41. Tax Matters

You are solely responsible for any tax obligation or consequence arising from any payment, assistance, benefit, gift card, in-kind support, or other item of value received from or facilitated by MS5, including any obligation to report such item as income, to file any required tax return, to pay any tax, and to comply with the requirements of the Internal Revenue Code and applicable state and local tax laws. MS5 makes no representation about the tax treatment of any payment or assistance and provides no tax advice. Where required, MS5 will issue tax-information returns (such as Form 1099) consistent with Applicable Law. If MS5 is required to withhold or remit any tax with respect to any payment to or for you, you authorize MS5 to do so and to reduce the payment accordingly.

42. Attorneys' Fees; Costs of Collection

In any arbitration, action, or proceeding to enforce this Agreement (including to compel arbitration, to confirm or vacate an arbitral award, or to enforce a judgment), the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, paraprofessional fees, court costs, arbitration costs, and other reasonable costs of enforcement, in addition to any other relief to which it is entitled, in each case to the maximum extent permitted by Applicable Law. In any matter involving collection of amounts owed to MS5 (including overpayments subject to recoupment under Section 23), you shall be liable for all reasonable costs of collection, including attorneys' fees, court costs, and collection-agency fees, to the maximum extent permitted by Applicable Law.

43. Cooperation with Legal Process; Government Requests

MS5 may, and reserves the right to, cooperate fully with any law-enforcement, regulatory, or judicial inquiry, request, subpoena, civil-investigative demand, search warrant, court order, audit, or similar legal process, and to disclose Your Content, account information, communications, and any other information in MS5's possession or control to the extent MS5 reasonably believes such disclosure is required, permitted, or appropriate. MS5's compliance with any such request shall not constitute a breach of this Agreement or any Privacy Material, and you waive any claim against the MS5 Parties arising from any such cooperation or disclosure to the maximum extent permitted by Applicable Law.

44. Reservation of Rights; Cumulative Remedies

Each right and remedy of MS5 under this Agreement and at law and in equity is cumulative and not exclusive of any other right or remedy. The exercise or non-exercise of any right or remedy by MS5 shall not constitute a waiver or election with respect to any other right or remedy. All rights of MS5 not expressly granted to you in this Agreement are reserved.

45. Equitable Relief

You acknowledge that any breach of Section 7 (Acceptable Use), Section 8 (Intellectual Property), or any obligation of confidentiality or non-disclosure under this Agreement may cause MS5 irreparable harm for which monetary damages would be inadequate, and that MS5 shall therefore be entitled to seek injunctive, declaratory, and other equitable relief, in addition to any other remedy available to it, without the requirement of posting bond or proving actual damages, in each case in any court of competent jurisdiction notwithstanding Section 29.

46. Donations, Sponsorships, and Grants

MS5 may, from time to time, receive or solicit donations, sponsorships, grants, in-kind contributions, or other forms of support from individuals, foundations, governmental entities, or commercial sponsors. Receipt of such support does not entitle you to any service, benefit, or outcome, and does not modify any provision of this Agreement. Donations to MS5 are non-refundable except where required by Applicable Law. MS5 makes no representation about the tax deductibility of any donation; donors are responsible for confirming tax treatment with their own advisors.

47. Volunteers, Interns, Students, and Visitors

Volunteers, interns, students, contractors, and visitors interacting with the Services or MS5 premises are subject to this Agreement to the same extent as applicants and Program participants, in addition to any volunteer, intern, or student agreement they execute with MS5. Nothing in this Section shall create any employment relationship between MS5 and any volunteer, intern, or student.

48. Children's Privacy and COPPA

The Services are not directed to children under the age of thirteen (13), and MS5 does not knowingly collect Personal Information directly from children under the age of thirteen through the Services. Where the Services collect information about a child in connection with an MS5 Program (such as MS5 Preschool), MS5 does so only with the verifiable consent of the child's parent or legal guardian and in accordance with COPPA, FERPA, and Applicable Law. If you believe that a child under the age of thirteen has provided Personal Information to MS5 without parental consent, please contact MS5 immediately at Info@ms5.com and MS5 will take appropriate action.

49. Trademark Policy; DMCA Notice and Takedown

MS5 respects the intellectual-property rights of others. If you believe in good faith that material accessible through the Services infringes your copyright, you may submit a notification under the Digital Millennium Copyright Act, 17 U.S.C. § 512, to MS5's designated agent at: DMCA Agent, MS5 LLC, 9221 SW Barbur Boulevard, Suite 203, Portland, Oregon 97219, email Info@ms5.com. Your notification must comply with the requirements of 17 U.S.C. § 512(c)(3), including (a) a physical or electronic signature of the copyright owner or authorized agent, (b) identification of the copyrighted work claimed to be infringed, (c) identification of the allegedly infringing material and information reasonably sufficient to permit MS5 to locate it, (d) your contact information, (e) a statement that you have a good-faith belief that the use is not authorized, and (f) a statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner. Counter-notifications must comply with 17 U.S.C. § 512(g)(3). MS5 will, in appropriate circumstances, terminate the accounts of repeat infringers. Knowingly material misrepresentations in DMCA notifications and counter-notifications may subject the submitter to liability under 17 U.S.C. § 512(f).

50. Open-Source Software Notices

The Services may incorporate open-source software components subject to their own licenses. Such open-source licenses govern those components, and nothing in this Agreement is intended to restrict the rights granted by such open-source licenses with respect to those components. To request a list of open-source components, contact MS5 at Info@ms5.com.

51. Trade Secrets; Confidentiality

The Services and MS5's internal policies, procedures, training materials, intake forms, treatment plans, lesson plans, family handbooks, pricing, financial information, vendor relationships, and similar non-public information constitute trade secrets and confidential information of MS5 under the federal Defend Trade Secrets Act, 18 U.S.C. § 1832, and the Oregon Uniform Trade Secrets Act, ORS 646.461 et seq. You shall not access, use, copy, disclose, or retain any such information except as expressly authorized by this Agreement or in writing by MS5. The protections of this Section are in addition to, and not in limitation of, any other obligation of confidentiality you may owe MS5.

52. No Reliance; Independent Investigation

You acknowledge and agree that you have not relied on, and shall have no right or remedy with respect to, any statement, representation, warranty, projection, marketing material, brochure, prospectus, advertisement, demonstration, sample, or other communication, whether oral or written, made by or on behalf of any MS5 Party that is not expressly set forth in this Agreement or in a written program-specific agreement executed between you and MS5. You have had the opportunity to make such investigation, inquiry, and analysis as you deem appropriate before agreeing to this Agreement.

53. Acknowledgment of Risk

You acknowledge that participation in any Program involves risks, including without limitation the risks that (a) your application may be denied, in whole or in part, (b) any approval or assistance may be modified, suspended, terminated, or recouped, (c) any payment may not be sufficient to achieve your intended outcome (such as preventing eviction or utility shutoff), (d) third parties (such as landlords and utility providers) may not cooperate with or be bound by any Program, (e) clinical, educational, or developmental outcomes may not match your hopes or expectations, (f) personal information you share may be subject to legally compelled disclosure, and (g) the Services may be temporarily unavailable, interrupted, or degraded. You assume all such risks to the maximum extent permitted by Applicable Law.

54. Counterparts; Electronic Signatures

This Agreement may be accepted electronically, by clickwrap, browsewrap, signing-in, or otherwise, and any such acceptance shall have the same legal force and effect as a handwritten signature. Where this Agreement is signed or executed in counterparts (whether physical, scanned, electronic, or otherwise), each counterpart shall be deemed an original and all of which together shall constitute one and the same instrument.

55. Reaffirmation; Continuing Effect

Each time you access the Services, you reaffirm your agreement to be bound by the then-current version of this Agreement and the Privacy Materials. Continued use of the Services after any amendment to this Agreement constitutes your acceptance of such amendment as set forth in Section 27.

56. Reasonableness Acknowledgment

You acknowledge and agree that each of the disclaimers, limitations of liability, indemnification obligations, arbitration provisions, class-action and jury-trial waivers, shortened limitations period, governing-law selection, and venue selection contained in this Agreement is reasonable in light of the nature and purpose of the Services and the Programs (including the fact that many Program services are provided to participants at no direct charge), and that the parties would not have entered into this Agreement on any other basis. You agree that, in any proceeding seeking to challenge any such provision, this acknowledgment shall be conclusive evidence of the reasonableness of such provision to the maximum extent permitted by Applicable Law.

57. Anti-Retaliation; Non-Disparagement Carve-Outs

Nothing in this Agreement is intended to (a) prevent you from reporting to any governmental authority any conduct you believe in good faith to be a violation of Applicable Law, (b) limit your rights under any whistleblower protection law, (c) prevent you from communicating with any state or federal regulator about a matter within that regulator's jurisdiction, or (d) restrict any right you may have to disclose information as required by Applicable Law. MS5 will not retaliate against any person for engaging in any such legally protected activity.

58. Contact

If you have any questions, concerns, or complaints regarding this Agreement or the Services, or if you wish to provide any notice contemplated by this Agreement, please contact:

MS5 LLC
Attention: Legal
9221 SW Barbur Boulevard, Suite 203
Portland, Oregon 97219
Email: Info@ms5.com
Telephone: (888) 984-7178