This MEMBERSHIP AGREEMENT (this “Agreement”) is entered into by and between ELEGRA INTERNATIONAL LLC, a California limited liability company (the “Company”), and the Caregiver, individual a "Party" and collectively the "Parties," effective as of the execution of this Agreement by all Parties, as follows:

 1.              Term.  The term of this Agreement shall be either for two (2) years or three (3) years, at the option of the Caregiver, from the Effective Date set forth herein above (the "Initial Term").

 2.              Membership Fee. If Caregiver elects an initial twenty-four (24) month term, the Caregiver shall be charged a Membership Fee of Interest of $299.00 per month.  If Caregiver elects an initial thirty-six (36) month term, the Caregiver shall be charged a Membership Fee of $199.00 per month.

2.1.         Renewal and Termination of Membership.  At the end of the initial 24-month or 36-month term set forth in section 0 above, Caregiver’s Membership shall convert to a month-to-month arrangement.  Caregiver shall continue to be charged a monthly Membership Fee until such time as Caregiver provides thirty (30) says written notice requesting termination of the Agreement.

2.2.         Non-Payment.  In the event that the Agreement has converted to a month-to-month arrangement as set forth in section 2.1 above and Caregiver fails to timely pay, or the Company does not receive, the monthly Membership Fee, Caregiver shall be deemed to be in default of this Agreement.  There shall be no grace period for non-payment..

3.              Initial Setup Fee.  Each Caregiver must pay a one-time, non-refundable set up fee, per device, of six hundred ($600.00) dollars, which includes Registration, Configuration, Device Activation, and Monitoring.

 4.              Hardware.  Membership includes an iPad, which generally will be the most current model but which at the sole discretion of the Company may be some other model, and an alarmed display stand (collectively, the “Equipment”).  At the conclusion of the term set forth in section 0 above, the Caregiver shall own the Equipment in full.  In the event that the Equipment is broken or stolen, the Company will replace said Equipment for the sum of six hundred ($600.00) dollars per device.

5.              Permitted Uses of Hardware.  During the term set forth in section 0 above, the iPad referenced in section 4 above shall have on it only those applications approved in writing by the Company (which approved applications currently is limited to Vitagates’ proprietary iOS application).  The Company reserves the right to update the software on the Equipment and, more specifically, the iPad remotely and simultaneously at all Caregiver Kiosks.

6.              General Provisions.

6.1.         Governing Law.  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of California, without giving effect to principles of conflicts of law.

6.2.         Amendments and Waivers.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

6.3.         Successors and Assigns.  Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.  The Company may assign any of its rights and obligations under this Agreement.  No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.

6.4.         Notices.  Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.

6.5.         Severability.  If one or more provisions of this Agreement are held to beunenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

6.6.         Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

6.7.         Attorney's Fees.  In the event that any legal proceeding is brought to interpret or enforce any right or obligation under this Agreement, the parties each agree to waive their right to a jury trial. In addition, the prevailing party shall recover its reasonable court costs and attorney fees from the non-prevailing party.

6.8.         Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.