Effective Date:2025

Applies To: RCFEXCOOP.org, FBRCFE.org, USTStaff.org, WhatIfThenWhat.org

1. Overview

RCFE EXCELLENCE CO-OP (hereafter referred to as "The Co-op") is a private, member-based

cooperative committed to elevating the standard of care in Residential Care Facilities for the Elderly (RCFEs). The Co-op operates across four integrated platforms: - RCFEXCOOP.org (Member Training & Operations Support) - FBRCFE.org (Referral Network) - USTStaff.org (Staffing Solutions) - WhatIfThenWhat.org (Financial Planning & Legacy Protection) All platforms are governed by the same Terms and Conditions and operated under a unified vision directed by the Founder and governed by its voting Members.

2. Membership and Voting Rights

Members are granted access to all Co-op resources upon successful enrollment and payment of

monthly or annual dues. - Each Member is entitled to 1 vote on Co-op matters. - The first 50 Founding Members, recognized as the Board of Directors, shall receive 2 votes each. - The Founder, Luis Gaurano, reserves the right to veto or reverse any policy or decision that contradicts the founding vision, mission, or direction of the Co-op.

3. Compliance and Conduct

Members agree to: - Actively work to improve their facility in accordance with the Vision of Excellence set forth by the Co-op. - Refrain from illegal or unethical referral practices. - Participate in internal referrals only within the boundaries of fair use, honesty, and non-solicitation. - Maintain confidentiality of all materials, methods, leads, staff lists, and training content shared by or through the Co-op.

4. Financial Obligations

Membership dues must be paid on time as agreed upon in the membership agreement. Failure to pay dues or participate meaningfully in Co-op initiatives may result in suspension or termination of

membership, including loss of voting rights.

5. Non-Compete, Non-Disclosure, and Non-Poaching Clauses

By joining the Co-op, all Members agree to the following: Non-Compete Clause: Members may not

establish, operate, or participate in any competing organization that mimics or replicates the Co-op's model for a period of 5 years after leaving or being removed from the Co-op. Non-Disclosure Clause: Members may not disclose any proprietary materials, training methods, lead sources, referral techniques, staff resources, or intellectual property of the Co-op for a period of 5 years. Non-Poaching Clause: Members are strictly prohibited from hiring, soliciting, or interfering with the employment of staff from other Co-op member facilities. Violation of any of the above shall incur a penalty of $10,000, enforceable via legal action, and may result in immediate expulsion from the Co-op following a vote by the Board of Directors.

6. Enforcement and Dispute Resolution

The Co-op may convene a vote to discipline or remove a member who fails to adhere to these Terms and Conditions. Final decisions regarding membership status, enforcement, or disputes are subject to veto by the Founder.

7. Training and Operational Standards

Members must adhere to the monthly training curriculum and actively strive to implement operational improvements suggested by the Co-op. Failure to comply with training expectations may affect access to internal referral networks and staff-sharing privileges.

8. Disclaimer and Liability

The Co-op does not guarantee placements, staffing outcomes, or financial performance. All tools and services are provided as resources to enhance, not replace, the operator’s responsibilities. The Co-op shall not be held liable for decisions made by individual members or outcomes related to implementation of training, referrals, or staffing suggestions.

9. Modifications

These Terms and Conditions may be updated from time to time. Notice will be provided to members through the official Co-op communication channels. Continued use of Co-op services constitutes agreement with the updated terms.

10. Acceptance

By signing up and participating in RCFEXCOOP.org or any of its affiliated platforms, you acknowledge that you have read, understood, and agree to abide by these Terms and Conditions in full.

California, USA

Phone: (714) 580-6587

Email: [email protected]