TERMS OF SERVICE

Last Revised: November 1, 2024

Introduction

These terms of service, together with any other agreements or terms incorporated by reference, including Company’s privacy policy available at www.carefam.com/privacy-policy (together, the “Terms”) govern your use of the Company Services and the Website (as defined below). These Terms constitute a binding and enforceable legal contract between the Company and You. By accepting these Terms electronically by clicking a box indicating your acceptance, or by entering into an Order Form with the Company, or by using the Company Services or Website, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term “You” will refer to such entity and its affiliates. By using the Company Services, you confirm that you are at least 18 years of age, and if you are not at least 18, you must promptly cease using them.

  1. Definitions
    • “Account” means an online account registered by you for the purpose of using the Company Services.
    • “Caregiving Services” means any caregiving or similar healthcare services that are provided by a Care Talent to a Client under an Engagement formed through an introduction by the Platform.
    • “Care Talent” means a User using the Platform to provide Caregiving Services to a Client.
    • “Company Services” means any services we make available to you through the Platform, subject to any specific Order Form or online subscription terms.
    • “Client” means a User using the Platform to receive access to Care Talents for purpose of obtaining Caregiving Services.
    • “Documentation” means any technical documentation provided to you in relation with the Platform and the Company Services.
    • “Engagement” means an engagement for Caregiving Services between a Client and a Care Talent formed through an introduction by the Company Services.
    • “Metadata” means data relating to Your use of the Platform, Website and Company Services, including statistical data, workflows, patterns, device-generated reports and audit logs, settings, preferences chosen, and resource usage.
    • “Order Form” means an order form between a Client and the Company for the provision of Company Services.
    • “Platform” means the Company’s proprietary AI talent marketplace solution made available through the Company’s website(s), mobile applications, software, services and/or cts for enabling introductions for Engagements between businesses in need of Caregiving Services and Care Talents.
    • “Third Party Services” means any service, product, software, or application that is provided by a third party and interoperates with the Company Services or our Website. Third Party Services may be offered directly or indirectly, including via an API or dedicated website.
    • “User Data” means all data you provide to or upload to the Platform or Website for purposes of the Company Services.
    • “We”, “Us”, “Our”, “Carefam” or “Company” mean Carefam, Inc. and its affiliates.
    • “Website” means Carefam’s website available at www.carefam.com.
    • “You” or “User” means the end user (in case of a Care Talent) or the company or other legal entity and its affiliates for which you are accepting these Terms, as applicable.
  2. The Company Services
    • Access and Use Rights Subject to the provisions of these Terms, we shall provide you with the Company Services through the Platform or Website. During the term of your subscription to the Company Services and subject to your compliance with these Terms, including the payment of any applicable fees, the Company grants you, and to the extent you are a Client, for your employees, agents, representatives and contractors who are permitted access to the Company Services by you, a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to (i) access and use the Platform and the Website, solely for your internal business use, in connection with Engagement entered into between Clients and Care Talents; and (ii) use the Company Services to make and receive introductions to enter into Engagements.
    • Service Updates A We may update the Company Services from time to time, including by adding, removing or modifying functions and Third Party Services, provided that, to the extent you are a Client, we will notify you via the Website or Platform about any material change (as determined by the Company).
  3. Account and Payment Terms
      • Establishing an Account. You must register and establish an Account via the Website or Platform in order to use the Company Services. To the extent you are a Client, you may allow your individual Users to use the Account for your own business purposes as permitted under these Terms, provided each such User shall have separate login information.
      • Account Information. You must safeguard your Account and not disclose, and procure that your Users do not disclose, the login information associated with the Account. You must provide us accurate and complete information in order to create an Account, including information of Users. You agree to keep your Account information up to date and accurate, including with regard to Users. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND

    FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify us immediately of any unauthorized use of your Account or any other breach of security.

    • Care Talent Bank Account Information. Upon creating an Account as a Care Talent, you may be required to provide your account information for your chosen financial institution. By using the Company Services, you grant the Company the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by the Company for the purpose of providing the Company Services. Please note that payment methods may be saved to your Account for easy reference and submission.
    • Payment Terms. We will charge you for the Carefam Services based on your subscription plan or as set out in your Order Form with Carefam. Fees are non-refundable except as explicitly set out herein or as required by law. Based on the applicable Service being offered, charges will be made either in advance or in any other billing frequency offered by Company and selected by you. We may suspend or terminate your Account and the Carefam Services if fees are past due, or subject them to a late charge fee of 1.5% per month, compounding annually. Our fees do not include taxes, levies or duties, such as value added tax, sales or use tax and any other similar charges. We will charge tax if we are required to do so.
    • Client Payment Method Information. Upon creating an Account as a Client, you may be required to provide payment method information to facilitate payments to the Company. By using the Company Services, you grant the Company the right, power, and authority to charge such payment method, in accordance with the terms agreed between you and Carefam in your subscription plan or an Order Form. You agree to sign any document required to effect such authorization to the satisfaction of any payment card scheme or issuing bank in connection with your payment method.
    • Payment Method Representations. When you add a payment method to your Account, you represent the following: (a) If acting for a person or organization, You have the authority to disclose the payment method information and to bind the person or organization for which you act; (b) You authorize the initiation of debit or credit entries, as applicable, to the payment methodsin accordance with instructions inputted through the Company Services, and, if necessary, the initiation of adjustments for any transactions debited or credited in error; (c) You acknowledge that transactions initiated from your payment method must comply with the provisions of applicable law; and (d) Your authorization will remain in effect until not later than thirty (30) days after the Company receives written notice from you of your desire to cancel.
  4. Engagements
    • Independent Third Party; No Party to Engagements. Through our Platform, we enable Users to engage with other Users for the provision and procurement of Caregiving Services, allowing Clients to locate Care Talents who they may deem as meeting their needs and allowing Care Talents to make themselves available for Engagement by Clients. For the avoidance of doubt, Carefam is not an employment agency, we are not a party to any Engagement, and have no liability in connection with Engagements formed through an introduction by the Platform or any dispute between Users in connection with the Caregiving Services or Engagements. Furthermore, the Company is an independent, third-party service provider that is not formally affiliated with any Client or Care Talent. User acknowledges and agrees that User’s use of the Company Services in connection with Engagements does not in any way constitute a triparty agreement between such User, the Company, and any other user of the Company Services.
    • No Liability for Engagements. The Company shall have no responsibility or liability for any consequences resulting from your interactions or contracts with other Users, including but not limited to Engagements, the proper and timely delivery of Caregiving Services, and to the extent you a Care Talent or prospective Care Talent – your Engagement (or non-Engagement) by a Client and any associated disputes which may arise. The Company does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Third Party Service providers and by any Users of the Company Services.
    • Parties’ Relationship. No employee/employer relationship, nor a joint venture relationship, agency, trust arrangement, fiduciary relationship nor any such other relationship is established as a result of these Terms or the Company Services.
    • No Third Party Beneficiaries. There are no third-party beneficiaries to these Terms. Without limiting this Section, patients or a Client’s Users are not third-party beneficiaries to any rights under these Terms. However, the Company’s affiliates will be deemed third party beneficiaries of these Terms.
  5. Use Obligations and Restrictions
    • Obligations. You agree to do each of the following in connection with your use of the Company Services and Website: (i) comply with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights, export control and labor laws; (ii) use the Company Services and Website only for the purpose of making or receiving introductions for entering into Engagements for your own business operation, and only during the Term; (iii) use reasonable security precautions for providing access to the Company Services by your Users or other individuals to whom you provide access.
    • Restrictions. You must not misuse the Company Services and/or Website, including but not limited to, by yourself or anyone on your behalf, do, assist or attempt to do any of the following (a) sell, resell, or lease the Company Services; (b) access or attempt to access the Company Services by any means other than the interface we provided or authorized through the Platform or Website; (c) circumvent any access or use restrictions put into place to prevent certain uses of the Company Services; (d) use the Company Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (e) disable, impair, or damage the Company Services, Website or Platform; (f) reverse engineer or decompile the Company Services; (g) use the Care Services for any benchmarking or competitive purposes (g) except as specifically permitted in writing by the Company, use the name, trademarks, trade-names, and logos of the Company; (h) copy any part, content, features, functions or graphics of the Platform; and (i) remove the copyright, trademark and other proprietary notices contained on or in the Platform, Website or our Documentation, or take action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in your own name
  6. Intellectual Property Rights
    • Retention of Rights. All rights not expressly granted or provided to you under these Terms are reserved by Company and its licensors. We and our licensors reserve all rights, title and interest to the Company Services, the Documentation, the Platform, the Website and any of their related intellectual property rights. The Terms do not convey to You an interest in or to the Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s intellectual property rights under any law. The Company Services are licensed, not sold.
    • User Data. Notwithstanding anything herein to the contrary, all intellectual property rights in or relating to the User Data (as defined below) lie exclusively with you, and Company shall only have access to and use such User Data for purposes of the Company Services provided hereunder. You hereby grant to Company a non-exclusive, royalty-free, worldwide, limited license to use, reproduce, and prepare derivative works of your User Data solely to permit Company to deliver the Company Services to the Users as set forth in these Terms, all subject to Company’s compliance with applicable law and privacy regulations and with Carefam’s privacy policy.
    • Metadata License. You hereby grant us a worldwide, perpetual, non-exclusive, non-sublicensable and non-transferable, royalty-free, license to monitor you and your Users’ use of the Website and Platform and collect, train on, publish and analyze Metadata in order to perform the Company Services (including generation of analytics and reports), to improve the Company Services, and to create new products and services, provided that the aforementioned Metadata will be anonymized and not identify you, your individual Users or any other individual.
    • Feedback. To the extent you provide us any feedback, comments, or suggestions (“Feedback”), then you hereby irrevocably and unconditionally agree that Carefam may freely use and incorporate such Feedback into the Company Services, Platform or Website, or any of our current or future products and services
  7. Digital Millenium Copyright Act (DMCA) NoticesCarefam values the copyrights of others. If you believe that your copyrights have been infringed,
    notifications of such claimed infringements should be sent to our designated address below. To be effective,
    such notification must include the following:

    • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
    • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
    • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
    • Information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
    • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    All such notices should be sent to our designated address as follows:

    Carefam, Inc.
    349 Metropolitan Ave, Apt 6E, Brooklyn, New York, 11211, United States
    hello@carefam.com
    Attn: Copyright agent

    Upon receipt of a valid copyright notice, we will take down the infringing content or material and take reasonable steps to notify the user responsible for posting the infringing material of the takedown.

  8. PrivacyUnless expressly agreed by us in writing, Your User Data should not include any “protected health information (PHI)” or “sensitive personal information”, as such terms are defined under applicable privacy laws. The Company and the Users will comply with applicable data protection and privacy laws. Carefam will process your personal data in accordance with its privacy policy and applicable laws and privacy regulations. If required by law or agreed between you and Carefam, you and Carefam will enter into a Data Processing Addendum (DPA) or Business Associate Agreement (BAA) the data you share with Carefam.
  9. Third Party Services & Websites
    • Third Party Services. Certain features and functionalities of the Company Services require direct or indirect integration with Third Party Services, such as third party payment processors. Other than enabling such interaction with a Third Party Service, the Third Party Services are beyond our control and provided to you at your election, pursuant to the applicable Third Party Service Provider’s terms and conditions, privacy policies and other applicable agreements and policies. Your interaction with and use of such Third Party Services in connection with the Carefam Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us, or by such third party of Carefam, and nor any affiliation between them, and we do not assume any liability or responsibility for the Third Party Services.
    • Third Party Websites. Our Website may contain links to websites or pages that are not maintained by Company. Links to third party websites are provided for your convenience and information only. Such third party web sites are not under the Company’s control and the Company is not responsible for the content or accuracy of those sites or the products or services offered on or through those sites. The inclusion of a link through the Website does not imply the Company’s endorsement of the third party website or that the Company is affiliated with the third party website’s owners or operators.
  10. Disclaimers of WarrantiesTHE COMPANY SERVICES, THE PLATFORM, THE WEBSITE AND THE DOCUMENTATION ARE PROVIDED ON AN “AS IS”, AND “AS AVAILABLE” BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY AND ANY OBLIGATIONS FOR ANY HARM OR DAMAGE CAUSED BY ANY THIRD PARTY SERVICES AND WEBSITES. WE DO NOT WARRANT THAT THE COMPANY SERVICES OR WEBSITE WILL BE UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS. FURTHERMORE, WE DO NOT GUARANTEE AND ARE NOT RESPONSIBLE FOR THE SUITABILITY OF A CARE TALENT TO A CLIENT OR VICE VERSA, NOR DO WE WARRANT USERS’ ENTRY INTO ENGAGEMENTS OR SUCH ENGAGEMENTS’ RESPECTIVE TERMS AND OUTCOMES, INCLUDING ANY FINANCIAL TERMS. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY CLIENT OR CARE TALENT, AND THAT YOU ARE SOLELY LIABLE FOR YOUR INTERACTIONS AND ENGAGEMENTS WITH OTHER USERS, AND WE EXPRESSLY DISCLAIM ANY LIABILITY FOR THE ACTS OR OMISSIONS OF OTHER USERS OR ANY THIRD PARTY.
  11. Limitation of Liability
    • IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED OF A USER’S USE OR INABILITY TO USE THE COMPANY SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TOWARDS THE OTHER PARTY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE COMPANY SERVICES EXCEED THE GREATER OF (1) THE FEES PAID BY YOU TO THE COMPANY DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES OR (2) AN AMOUNT OF US$100.00 (ONE HUNDRED UNITED STATES DOLLARS).
    • THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW, TO EITHER PARTY’S FRAUD OR WILLFUL MISCONDUCT, TO YOUR PAYMENT OBLIGATIONS TOWARDS THE COMPANY, TO A BREACH OR MISSAPPROPRIATION OF THE COMPANY’S INTELLECUTAL PROPERTY RIGHTS OR TO YOUR INDEMNIFICATION OBLIGATIONS TOWARDS THE COMPANY.
  12. IndemnificationYou will indemnify, defend, and hold harmless Company and its affiliates, officers, employees and agents from and against all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party (1) alleging that your use of the Company Services or the User Data (i) infringes or misappropriates a third party’s intellectual property rights or privacy rights or (ii) violates applicable law, including the privacy rights of third parties; (2) made against us in connection with an Engagement or Caregiving Services
  13. Term and Termination
    • Term. These Terms commence on the date you first accept them by one of the methods mentioned in the preamble and will remain in effect until either (i) the expiry of any specific subscription period set out in in your subscription plan or your Order Form with Carefam (if any); or (ii) these Terms are terminated, as set out herein.
    • Termination by the User. You may stop using the Company Services and delete your Account at any time and for any reason by a notice to the Company, provided that no active Engagements are outstanding at the time of deletion. If you wish to terminate your use of the Company Services and you are a party to an active Engagement, you may request to terminate your use of the Company Services subject to the consent of each other User who is a party to that Engagement with you. Upon termination of your Account, any User Data you entered into the Company Services may be permanently deleted, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements.
    • Termination and Suspension by the Company. We may suspend or terminate your access to the Carefam Services or Website at any time at our discretion, with or without notice, including due to your breach or alleged breach of these Terms or an Order Form. Notwithstanding the foregoing, to the extent we terminate your access to the Carefam Services not due to a breach or alleged breach, and you paid us any fees for unused Carefam Services, we will provide you with 14 days’ prior notice of the termination and a pro-rated refund of such prepaid fees.
    • Provisions Upon Termination. Upon termination of the Carefam Services, your Account will be terminated, and from the date of termination you and your Users will no longer be able to access your Account. Upon termination of your Account any User Data you entered into the Carefam Services may be permanently deleted, provided we may retain certain information as required to comply with our legal obligations, resolve disputes and enforce our agreements. If you are a Client, we will provide you with 30 days from the termination date to retrieve your User Data prior to deletion.
    • Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the following Sections: Engagements (Section 4) Intellectual Property Rights (Section 6), Disclaimers of Warranties (Section 10), Limitation of Liability (Section 11), Governing Law and Jurisdiction (Section 14) and General (Section 16), will survive the termination or expiration of the Terms or your subscription to the Carefam Services.
  14. Governing Law and JurisdictionThese Terms are governed by the laws of the state of New York excluding rules as to choice and conflicts of law and the courts in the state of New York will have jurisdiction and proper venue; however, Company or its affiliate may bring suit for payment in the jurisdiction where you are located, even if outside New York. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
  15. PublicityIf you are a Client, Carefam may use your name and logo in publication of Carefam customers on the Website, social media and marketing materials, and, with your prior written consent and approval of the materials, issue success stories or other forms of publicity and marketing materials concerning your involvement with Carefam and use of the Carefam Services.
  16. General
    • Headings. The headings of each Section and Sub-section hereunder are provided only for convenience and will not be used in the interpretations of these Terms.
    • Notices. All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email transmission with written confirmation of receipt, addressed to your addressshared with the Company when registering the Account or to the Company’s address, as updated from time to time through the notice procedure set in this Section. All notices and other communications delivered in person or by courierservice shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given 3 calendar days after posting.
    • Changes. Company may alter the Platform and Website and/or may choose to modify, suspend or discontinue any part or all of the Company Services at any time and without notifying you. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Platform or our Website. You are responsible for checking the Platform regularly for such changes. If you object to such modification, your sole recourse will be terminating your Account in accordance with Section 13.2 herein. By continuing to access or use the Company Services, you agree to use the modified Company Services or be bound by the revised Terms. Notwithstanding the foregoing, any pricing changes made unilaterally by us will only become effective on your next billing cycle or payment.
    • Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
    • Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
    • Entire Agreement. These Terms (and Your Order Form, as applicable) contain the entire agreement between Company and You relating to your use of the Company Services and Website and supersede any and all prior agreements and proposals between Company and you in relation to the same. In the event of conflict between your Order Form and these Terms, the Order Form shall prevail. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms and Order Form (if applicable).
    • Assignment. You may not assign your rights or delegate your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder to its affiliates or to its successors in connection with a merger, a change of control or similar transaction.


CONTACT US. FOR ANY QUESTIONS ABOUT THESE TERMS OR ANY OTHER ISSUE REGARDING THE COMPANY OR THE COMPANY SERVICES, PLEASE CONTACT US AT: HELLO@CAREFAM.COM.