Terms of Service

(Version: July 12, 2018)

IMPORTANT-READ CAREFULLY:

Read this Terms of Service ("Agreement") carefully and be sure you understand it before proceeding. There are important sections that may limit your rights under applicable law and create obligations upon you if you enter into this Agreement, so review it fully.

This Agreement creates a legally-binding agreement between Carenade Inc., a Delaware corporation, and you. You may accept or reject the terms of this Agreement, upon the following conditions:

    • (A)IF YOU REFUSE OR REJECT ANY OF THE TERMS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO ACCESS OR USE THE CARENADE SERVICES, AND YOU MUST NOT PROCEED. IF YOU CONTINUE TO ACCESS OR USE THE CARENADE SERVICES, THEN YOU SHALL BE DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND SHALL BE BOUND BY IT.

    • (B)IF YOU ACCEPT, OR ARE DEEMED TO HAVE ACCEPTED, THIS AGREEMENT BY YOUR CONTINUED USE AND ACCESS TO THE CARENADE SERVICES, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT. FURTHER YOU ACKNOWLEDGE THAT YOU HAVE READ IT COMPLETELY, UNDERSTAND IT, ACKNOWLEDGE THAT IT IS A LEGALLY BINDING AGREEMENT, AND VOLUNTARILY AGREE TO BE BOUND FULLY BY IT.

CARENADE SERVICES

    • A. Carenade provides a venue for (a) individuals seeking, for themselves or others for whom they have the legal authority or agency to act (collectively “Care Seekers”), the medical or non-medical services of home care providers, and (b) agencies that offer the services of home care providers (“Providers”) to such individuals (collectively our “Users”). Carenade provides a forum for the Care Seekers to compare, research, review, schedule, and pay for professional home-care services from Providers via the Carenade website(s), application(s), and/or other technology and services that it may choose to offer from time to time (collectively the “Carenade Services”). The Carenade Services can also be used by Providers to provide information and services to the Care Seekers, as well as receiving Care Seekers’ inquiries, scheduling, and payments via the convenience of the Carenade Services.

    • B. Carenade is not an employment agency, temporary employee agency, nor a broker, and is not a home care agency. Carenade does not employ home care providers, and it does not provide referrals or placement services. It merely provides a venue for communication, booking and payment.

    • C. Carenade may offer, from time to time, other Carenade Services such as allowing individuals, such as family members, to link their profile to a loved one’s account to assist in researching, scheduling, and paying for care services. Such individuals will likewise be deemed Users, and may only utilize the Carenade Services if they accept, in full, the terms of this Agreement.

    • D. Carenade reserves the right to add or eliminate services from time to time with or without advance notice.

    • E. Carenade engages in an on-boarding process with regard to Providers creating profiles on the Carenade Services, and may apply criteria to satisfy Carenade as to the qualifications and relevant attributes of the Providers. However, Carenade is not legally responsible for screening, verifying, or checking of the experience, skills, employability, licensure, representations, statements, qualifications, backgrounds, profiles, locations, or identities of Users. Further, Carenade does not recommend or endorse any participating Providers.

    • F. Carenade cannot and does not warrant the accuracy, recency, or completeness of information provided or posted by Users. It is each User’s responsibility to conduct its own screening, verification, and/or checking of any Users with whom he/she choose to communicate, meet, or otherwise interact through or as a result of Carenade Services.

    • G. All information, materials, content and/or advice provided by Carenade through the Carenade Services is for informational purposes only and is not intended to replace or substitute for any professional, financial, medical, legal or other advice. Carenade expressly disclaims, and Users expressly release Carenade from, any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Carenade Services. Users should consult with an appropriately trained specialist for all concerns that require medical, legal, financial or other professional advice.

    • H. By accessing or utilizing the Carenade Services, inclusive of any associated websites, applications, technologies, or other services offered by Carenade, User agrees to be bound by these Terms of Use (the “Agreement”). If you do not accept and agree to be bound by all of the terms of this Agreement, you may not access or utilize the Carenade Services, this Carenade website or any of its associated websites, applications, or services.

ACCESS AND UTILIZATION OF CARENADE SERVICES

    • A. In order to access and utilize the Carenade Services, all Users will be required to register and create an account (“User Account”) with a unique login and password. A Care Seeker seeking care for another individual, for whom the Care Seeker has legal authority or agency to do so, hereby likewise accepts the terms of this Agreement, in full, on behalf of that individual as well.

    • B. To create a User Account, you will also be required to provide to Carenade certain information about yourself (“User Information") for use by Carenade in providing the Carenade Services to you.

    • C. You will be required to create a profile (“User Profile”) with information about you and/or, in the case of Care Seekers, the person for which you have the legal authority or agency to seek Providers’ services. Others, such as loved ones, may be invited by a User to create and link their own User Account to that User Profile, so that, for example, multiple family members may coordinate and assist in obtaining, scheduling, or paying for Provider services for the same loved one, all conveniently via the Carenade Services.

    • D. Provider User Profiles will be visible to Care Seekers seeking Provider services, who will be able to contact the Provider via the Carenade Services. Care Seeker User Profiles will be available to Providers after the Care Seekers has contacted the Provider to inquire about scheduling Provider Services, so that Provider may respond and contact Care Seeker via contact information provided by Care Seeker (e.g. telephone, mail, or e-mail). Additionally, Care Seekers may have the opportunity to post reviews regarding Provider services and experiences, in a manner consistent with this Agreement or create other communications relevant to those matters. Users agree and consent to receive these communications related to or arising from participation in the Carenade Services (collectively “User Communication”).

    • E. You agree and consent to receive other communications, including but not limited to e-mails, application notices, and text messages, from Carenade. These communications may be transactional or relationship communications relating to the Carenade Services, such as administrative notices and service announcements or changes, or communications containing commercial offers, promotions or special offers from us or third-party partners.

    • F. Users are herein granted a limited, non-sublicensable license to access and use the Carenade Services and all such content, data, information and materials solely for User’s personal use, subject to the terms and conditions set forth in this Agreement. Nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by Carenade at any time.

ONLINE PAYMENT SERVICE

To help facilitate a Care Seeker’s payment to a Provider for home care services, Carenade offers an online booking and payment service. Providers must accept payments through the online payment service and Care Seekers booking with Providers may choose to make payments online to Providers. Additional information will be available here.

USER CONTENT AND BEHAVIOR

    • A. You will not post or transmit any User Account, User Profile, User Information, or User Communication using the Carenade Services, nor make any contact or communication to other Users, that:

      • (1) Contain inappropriate photographs or photographs of people from whom you do not have consent or permission;

      • (2) Contain another party’s intellectual property from which you do not have consent or permission;

      • (3) Reveal another party’s personal information from whom you do not have consent, agency, or authority;

      • (4) Attempt to collect or solicit information for unlawful purposes;

      • (5) Contain illegal, immoral offensive, defamatory, derogatory, obscene, profane, sexually-oriented, annoying, intimidating, threatening, harassing, or otherwise inappropriate material;

      • (6) Misrepresent or mislead;

      • (7) Transmit or communicate “junk” mail, chain letters, or unsolicited mass mailing or spamming, phishing, trolling or other similar activities;

      • (8) Contain malware such as viruses, trojan horses, bots, worms or other harmful, or disruptive codes, components or devices, or otherwise uses scripts, bots or other automated technology; or

      • (9) Provide reviews or opinions that are inaccurate, out-dates, exaggerated, speculative, offensive, or untrue.

    • B.Carenade reserves the right, but shall not be required, to monitor User Account, User Profile, User Information, or User Communication and may remove any such material that, in Carenade’s sole discretion, is inappropriate or otherwise in violation of this Agreement.

    • C.Carenade reserves the right to investigate, suspend, limit, and/or terminate your User Account, User Profile, User Information, or User Communications, and/or ability to utilize the Carenade Services in general if you have misused them or behaved in a way the Carenade, in its sole discretion, regards as inappropriate or contrary to this Agreement, including behavior outside of the Carenade Services but that involves Users you meet through the Carenade Services. While not an all-inclusive list, with respect to your access and utilization of the Carenade Services, you shall not directly or indirectly engage in or allow any behavior contrary to the following rules and regulations:

      • (1) All User Account, User Profile, User Information, or User Communications that you submit or transmit by or through Carenade Services and/or to other Users shall be true, correct, current, and complete.

      • (2) User shall restrict access to his/her User Account solely to him/herself, and will not cause, allow, or permit any unauthorized access to his/her Account.

      • (3) No one other than a registered User, that accepts in full the terms of this Agreement, may utilize the Carenade Services.

      • (4) User shall utilize the User Account and Carenade Services only and exclusively for Carenade’s authorized and intended purposes, i.e. Providers seeking to provide home care services and Care Seekers seeking to retain the services of Providers. Likewise, to the extent User obtains User Account, User Profile, User Information, or User Communications from or about other Users, User shall utilize such information only and exclusively for the proper and intended purpose of the Carenade Services.

      • (5) In the course of utilizing Carenade Services, User shall comply with all applicable laws, rules, and regulations. Carenade Services shall not be used for any illegal, immoral, offensive, harassing, or otherwise inappropriate behavior.

      • (6) User shall take no less than reasonable care to assure the security of his/her User Account, login, and password information.

      • (7) User shall not use the Carenade Services to circumvent Carenade’s opportunities.

      • (8) User voluntarily provides User Account, User Profile, User Information, or User Communications upon the terms and conditions here, and hereby assumes all risks and liabilities associated with his/her decision to use of the Carenade Services, to provide User Account, User Profile, User Information, or User Communications, and to contact, communicate, meet, retain, or otherwise interact with other Users by or through the Carenade Services.

      • (9) User will abide by Carenade’s Privacy Policy.

      • (10) User will report any unauthorized or improper use of the Carenade Services that contradict the terms and conditions set forth in this Agreement.

      • (11) User will comply in full with this Agreement. In the event of any breach or failure to comply with this Agreement, User will immediately cease any further use of the Carenade Services.

      • (12) User will not impersonate any other person or entity.

      • (13) User will not stalk, harass, intimidate, threaten, or otherwise annoy any other User or related persons.

      • (14) User will not express or imply that he/she is endorsed by Carenade without our specific prior written consent.

      • (15) User will not use a robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Carenade Services, website(s), applications, or other services hereunder.

      • (16) User will not collect other User identities or contact information for the purpose of sending unsolicited communications.

      • (17) User will not interfere with or disrupt Carenade Services, nor interfere with other Users’ access or use of the Carenade Services.

      • (18) User will not e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

      • (19) User will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Carenade Services (either directly or indirectly through use of third party software).

      • (20) User will not "frame" or "mirror" any part of the Carenade Services without Carenade’s prior written authorization.

      • (21) User will not use meta tags or code or other devices containing any reference to Carenade or Carenade Services (nor any trademark, trade name, service mark, logo or slogan of Carenade) to direct any person to any other website for any purpose.

      • (22) User will not post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Carenade Services other than solely in connection with your use of same in accordance with this Agreement.

      • (23) User will not attempt to violate any security features of the Carenade Services, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test vulnerability, or to breach security or authentication measures; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of malware, overloading, "flooding," "spamming," "mail bombing," or "crashing;" (d) using the Carenade Services to send unsolicited communications including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any communication or in any posting using the Carenade Services; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Carenade in providing the Carenade Services.

USER REPRESENTATIONS AND WARRANTIES

Each User hereby represents and warrants to Carenade that: (1) he/she is an individual no less than eighteen (18) years of age, or is between the ages of fourteen (14) to seventeen (17) and has his/her parent’s permission and participation in the use of the Carenade Services; (2) he/she has attained the legal age of majority in the state in his/her state of residence, or is between the ages of fourteen (14) to seventeen (17) and has his/her parent’s permission and participation in the use of the Carenade Services; (3) he/she resides in the United States and will only utilize the Carenade Services therein; (4) use of the Carenade Services is not prohibited or otherwise illegal in his place of residence; (5) his/her use of the Carenade Services is and will be in full compliance with applicable law and this Agreement; and (6) he/she has the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement, and intends to be legally bound by this Agreement. Each Provider also represents and warrants that he/she (or as applicable, its employees providing services to Care Seekers) has the legal right to work in the United States and has all necessary licenses, permits, or other such authorizations as may be required by applicable law.

TERM AND TERMINATION

    • A. This Agreement will remain in full force and effect for so long as you utilize or access the Carenade Services and/or maintain a User Account, which ever is longer.

    • B. Carenade may terminate or suspend your User Account, and your utilization or access to the Carenade Services, at any time without prior notice if Carenade, in its sole discretion, believes you have used the Carenade Services in an inappropriate manner or have otherwise breached this Agreement. Upon such termination or suspension, Carenade may remove or hide your User Profile, User Information, and/or User Communications. Carenade shall not be required to disclose the reason for the termination or suspension. Further, you may not re-register under the same or a new User Profile. Carenade may send a notice of the termination or suspension to other Users you have interacted with.

    • C. You may terminate your account at any time by going to My Account and then Settings and then clicking on "Deactivate my account." You may re-register at any time, but your previous information and activity, and any User Profile or User Communications that you may have previously created, may no longer be available.

    • D. After your User Account is terminated for any reason, all terms of this Agreement survive such termination or expiration, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

    • E. Carenade may offer, on a limited basis, certain promotions, credits, awards, trial periods, or discounts (“Promotions”) at its sole discretion. Such Promotions may be modified or terminated at any time by Carenade without advance notice to you. Such Promotions are non-refundable, non-transferrable, and not redeemable for cash.

    • F. Carenade reserves the right to amend this Agreement in whole or in part at any time with or without advance written notice to you.

    • G. In the event of any dissatisfaction with the Carenade Services, Carenade reserves the right to determine, in its sole discretion, how it will resolve same.

THIRD-PARTY SITES

Carenade Services may include links to third-party websites, applications, or advertisements, or may provide functionality to interact with third-party sites, including but not limited to Provider’s websites. Carenade does not represent that it has any affiliation with such third-parties nor does it constitute an endorsement by Carenade or the third-parties. Accordingly, Carenade is not responsible for any content, product, advertising, services, or other materials or information presented in or provided by such third-party sites, applications, or advertisements. Carenade simply acts a passive conduit for the publication of information. User’s use and access of a those sites, applications, or advertisements is at your own risk, and is subject to the terms and conditions established by those third-parties.

INTELLECTUAL PROPERTY; COPYRIGHT PROTECTION

    • A. Carenade owns and retains, or otherwise has the legal right to utilize and retain usage of, all intellectual property and proprietary rights in its website(s), applications, technologies, services, and the Carenade Services in general, along with all related content, trademarks, trade names, service marks and other intellectual property rights related thereto regardless of medium. The Carenade websites(s), applications, technologies, services, and Carenade Services in general contain copyrighted material, trademarks, and other proprietary material of Carenade. You agree not to, directly or indirectly, copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Carenade websites(s), applications, and/or through the Carenade Services, without first obtaining the prior written consent of Carenade.

    • B. By creating a User Account, User Information, User Profile, User Communications on the Carenade Services, or other such material through the Carenade Services, you hereby grant, and you represent and warrant that you have the right to grant, to Carenade, including its affiliates, assigns, licensees, and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

    • C. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted via the Carenade Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where the material that you claim is infringing is located (and such description must be reasonably sufficient to enable the Carenade to find the alleged infringing material, such as a url); (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

      Notice of claims of copyright infringement should be provided to the Carenade’s Copyright Agent at getcare@carenade.com or the following address:

      Copyright Agent:
      Carenade
      Jordan Kapper
      550 West Lehigh Street
      Bethlehem, PA 18018
      1 (833) 464-3848
                              

CLAIMS SUBJECT TO MANDATORY AND BINDING ARBITRATION

User expressly agree that any claim or cause of action that arises from, relates to, or has connection with this Agreement and/or the Carenade Services shall be adjudicated exclusively and finally by binding arbitration, to occur in Bethlehem, Pennsylvania, administered by the American Arbitration Association. The arbitration award shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Except as required by applicable law, User knowingly, voluntarily, intelligently, and irrevocably waives any right to appeal from the arbitration award, including but not limited to any appeal from any judgment entered on the arbitration award or any order based thereupon. USER EXPRESSLY AGREES THAT ANY CLAIM OR CAUSE OF ACTION THAT IS SUBJECT TO ARBITRATION UNDER THE TERMS OF USE MUST BE BROUGHT IN HIS/HER/ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. USER FURTHER EXPRESSLY AGREES THAT THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. If a court decides that this provision is not enforceable or is invalid, then this provision shall cease to have effect, however, the remaining portions of the Agreement will remain in full force and effect.

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL

    • A. Any disputes, causes of action, or claims arising from or related to this Agreement and/or the Carenade Services shall be governed by and subject to the laws of the Commonwealth of Pennsylvania, without regard to its principles of conflicts of law.

    • B. For all such disputes, causes of action, or claims, you agree and irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of Northampton County, Pennsylvania. Further, you hereby waive any claim that such is an inconvenient forum or that the venue of that proceeding is improper.

    • C. TO THE EXTENT ANY LEGAL ACTION DOES ARISE RELATED TO THIS AGREEMENT OR THE CARENADE SERVICES, YOU HEREBY KNOWINGLY, VOLUNTARILY, INTELLIGENTLY, AND IRREVOCABLY WAIVE YOUR RIGHTS, OR AS APPLICABLE THE RIGHTS OF THE INDIVIDUAL FOR WHOM YOU HAVE THE LEGAL AUTHORITY OR AGENCY TO UTILIZE THE CAREADE SERVICES, TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS AGREEMENT OR THE CARENADE SERVICES. The scope of this waiver is intended to be all-encompassing and shall apply to any and all claims arising under federal law or any states' laws and that arise from or relate in any way to the subject matter of the Agreement, the Carenade Services, and/or Carenade’s performance, including, without limitation, contract, tort, and all other statutory or common law claims seeking equitable or legal relief, whether asserted as a cause of action, counterclaim, cross-claim, affirmative defense, or otherwise, and whether asserted on an individual basis or as putative representative of a class. You expressly acknowledge that this provision is an essential aspect of the bargain embodied by the Agreement. If a court decides that this provision is not enforceable or is invalid, then this provision shall cease to have effect, however, the remaining portions of the Agreement will remain in full force and effect.

DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY

REVIEW THIS SECTION CAREFULLY BECAUSE IT LIMITS AND DISCLAIMS WARRANTIES OF CARENADE, AND LIMITS THE LIABILITY OF CARENADE. THESE PROVISIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

    • A. CARENADE PROVIDES THE CARENADE SERVICES, INCLUSIVE OF ITS WEBSITE(S), APPLICATIONS, OR ANY OTHER SERVICES HEREUNDER, ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE CARENADE SERVICES IS AT YOUR OWN DISCRETION AND RISK.

    • B. CARENADE MAKES NO GUARANTIES OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO CARENADE SERVICES, THE WEBSITE(S), APPLICATIONS OR OTHER SERVICES HEREUNDER. CARENADE HAS NO RESPONSIBILITY FOR VERIFYING, CONFIRMING, OR OTHERWISE ENSURING THE ACCURACY OF USER PROFILES OR USER INFORMATION, AND DOES NOT WARRANT OR GUARANTY THE ACCURACY OF ANY BACKGROUND OR VERIFICATION REPORTS THAT MAY BE PROVIDED BY CARENADE, REGARDLESS OF WHETHER ORDERED BY USER OR CARENADE. CARENADE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW. CARENADE DOES NOT WARRANT THAT USE OF THE CARENADE SERVICES WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, AVAILABLE, ACCURATE, OR THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED. CARENADE MAKES NO WARRANTIES ABOUT CONNECTIVITY AND CONTINUED AVAILABILITY OF THE CARENADE SERVICES, WEBSITE(S), APPLICATIONS OR OTHER SERVICES PROVIDED HEREUNDER.

    • C. YOU AGREE, FOR YOURSELF AND ON YOUR BEHALF, TO RELEASE CARENADE AND ITS AFFILIATED PARTIES, LICENSEES, ASSIGNEES, CONTRACTORS, AGENTS, OWNERS, EMPLOYEES, ATTORNEYS, AND REPRESENTATIVES (COLLECTIVELY THE “AFFILIATED ENTITIES”), FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITY, COSTS OR EXPENSES, OF EVERY KIND AND NATURE, INCLUDING ATTORNEYS FEES, WHETHER KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (1) THE CARENADE WEBSITE(S), APPLICATIONS, OR SERVICES, (2) YOUR UTILIZATION OF THE CARENADE SERVICES, (3) ANY CLAIM OR CONTROVERSY THAT MAY ARISE FROM ANY DISPUTES BETWEEN YOU AND OTHER USERS, AND/OR (4) ANY BACKGROUND OR VERIFICATION REPORT, REGARDLESS OF WHETHER ORDERED BY A USER OR CARENADE.

    • D. CARENADE MAKES NO CLAIMS OR PROMISES ABOUT THE ACCURACY, INTEGRETY, QUALITY, RECENCY, OR COMPLETENESS OF OPINIONS, ADVICE, STATEMENTS, REVIEWS, OR OTHER INFORMATION OR CONTENT MADE AVAILABLE ON THE CARENADE WEBSITE(S), APPLICATIONS, OR SERVICES, OR OTHERWISE THROUGH THE CARENADE SERVICES, WHETHER BY CARENADE OR BY USERS.

    • E. IN NO EVENT WILL CARENADE OR ANY OF ITS AFFILIATED ENTITIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM (1) INTERACTIONS WITH OTHER USERS OF THE SITE, WHETHER ONLINE OR OFFLINE, (2) YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE OR TRANSMITTED TO OR BY ANY USER OF THE CARENADE SERVICES, AND (3) REVIEWS OR COMMENTS MADE ABOUT YOU VIA THE CARENADE SERVICES BY OTHER USERS. FURTHER, YOU AGREE THAT NEITHER CARENADE NOR ITS AFFILIATED ENTITIES WILL HAVE ANY LIABILITY FOR ANY (1) INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (2) LOSS OF PROFITS, (3) BUSINESS INTERRUPTION, (4) LOSS OF OR DAMAGE TO REPUTATION, OR (4) LOSS OF INFORMATION OR DATA.

    • F. WITHOUT LIMITING ANY OTHER PROVISION IN THESE TERMS OF SERVICE, THE MAXIMUM AGGREGATE LIABILITY OF CARENADE AND ITS AFFILIATED ENTITIES TO YOU, OR ON YOUR BEHALF, FOR LOSSES OR DAMAGES YOU SUFFER IN CONNECTION WITH THE CARENADE WEBSITE(S), APPLICATIONS, SERVICES, OR OTHERWISE RELATING TO THE CARENADE SERVICES, OR THIS AGREEMENT IS LIMITED TO THE GREATER OF (1) THE AMOUNT PAID BY YOU TO CARENADE IN CONNECTION WITH THE SITE IN THE SIX (6) MONTHS PRECEDING THE ACTION GIVING RISE TO THE LIABILITY, OR (2) $100.

    • G. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF DISSATISFACTION WITH THE CARENADE WEBSITE(S), APPLICATIONS, OR SERVICES, OR OTHERWISE RELATED TO THE CARENADE SERVICES, OR ANY OTHER SUCH GRIEVANCE, SHALL BE YOUR TERMINATION OF YOUR ACCOUNT AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICES.

INDEMNIFICATION

You shall indemnify, defend and hold harmless Carenade and its Affiliated Entities (as defined above) from and against any and all claims, losses, expenses, demands or liability, including attorneys' fees and costs incurred by Carenade and its Affiliated Entities in connection with any claim or threatened claim by or on behalf of a third-party (including an intellectual property claim) arising out of or related to the Carenade Services, including but not limited to: (1) your or another User’s use or misuse of, or inability to use, the Carenade Services, (2) any content you or another User submits, posts or transmits through the Carenade Services, (3) your or another User’s violation of this Agreement, (4) your or another User’s interactions with or conduct towards any other Users, (5) your or another User’s violation of any applicable law, rules or regulations, (6) the acts, omissions or breaches of you or anyone acting on your behalf, (7) information contained in any background or verification report, regardless of whether ordered by a User or Carenade, and/or (8) any and all claims related to or arising from the Carenade Service brought by or on behalf of any individual on whose behalf you utilize the Carenade Services. You agree that you will cooperate as reasonably requested by Carenade or its Affiliated Entities in the defense of such claims. Carenade and its Affiliated Entities reserve the right, at their own expense, to assume the defense and control of any matter otherwise subject to indemnification by you.

MODIFICATIONS TO SERVICE

Carenade reserves the right, at any time, to modify or discontinue, temporarily or permanently, the website(s), applications, services, or otherwise the Carenade Services in general, in whole or in part, with or without advance notice. You agree that Carenade shall not be liable to you or to any third-party for any such modification, suspension or discontinuance. Further, to protect the integrity of the Carenade Services, it reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Carenade Services, website(s), applications, or other services hereunder.

GENERAL PROVISIONS

    • A. This Agreement contains the entire understanding between you and Carenade regarding the subject matter covered herein, and supersedes any prior agreement whether oral or written.

    • B. Nothing herein, or as a result of your utilization of the Carenade Services, shall be construed as making either party a partner, joint venturer, agent, legal representative, employer, contractor or employee of the other.

    • C. If any provision of this Agreement is deemed or held unenforceable, such provision will be modified to reflect the parties’ intention, and all remaining provisions of this Agreement shall remain in full force and effect.