Care Angel Inc. (“Care Angel” or “we”) provides an online service to help Caregivers collect, organize, store and manage information related to the Care of their, loved ones and other parties, or to the Care of themselves (the “Care Angel Services”) through our website and mobile application, accessible at Care Angel.com, or via applications for the iOS or Android or other operating systems (collectively, the “Site” or the “App”). Please read these Terms of Service Carefully (“Terms”). These Terms govern your access to and use of the Site, the App, Care Angel Services and all content, and constitute a binding legal agreement between you and Care Angel.
Note that Care Angel provides certain services that may provide automated monitoring. Automated monitoring may consist of Angel’s services: calling, texting and/or email.
Note that during these automated communications Care Angel and its avatar Angel may ask questions and request Information / data from Care Recipient and/or Care Givers (Care Recipient Data / Care Giver Content).
Please note that Care Angel Monitoring services are support services and are not a replacement for proper and necessary care when appropriate.
Please note that any data collected may be transmitted in part or in whole to Care Givers who may act and respond appropriately based on their own sole judgment and assessment of the data.
KEY CONTENT-RELATED TERMS
“Care Giver” is a person who completes Care Angel’s account registration or pre-registration process and creates an Account.
“Care Recipient” is a person who receives check-in calls and answers customary pre-set wellness questions.
“Care Recipient profile” is a collection of Content related to the Care of a specific individual or group of individuals.
“Care Recipient/Giver Content” means wellness data, demographic information, text, graphics, images, music, software, audio, video, information or other materials that Care Recipient/Giver submits or transmits to be made available through the Care Angel Services.
“Care Angel Content” means Content that Care Angel makes available through the Care Angel Services including any Content licensed from a third party, but excluding Care Giver Content.
“Cumulative Content” means, collectively, Care Angel Content, Care Giver and Care Recipient Content.
We know that content related to the Care of family, friends and loved ones is sensitive and private in nature. If you choose to share access to a Care Recipient profile with any third party via the Care Angel services, please note that such third party will be able to access, view, share, distribute and download the content contained in such Care Recipient profile, without restriction, and will also be able to upload content to the Care Recipient profile that can be accessed, viewed, shared, distributed and downloaded within and from such Care Recipient profile. Accordingly, we recommend that you protect your private and sensitive information and consider carefully which third parties you permit to access your Care Recipient profiles.
Please note that you, and not Care Angel, are responsible for maintaining and protecting your Care Recipient content. Care Angel will not be liable to you for any loss or corruption of your Care Recipient content, including, but not limited to, any content contained in Care Recipient profiles, or for any costs or expenses associated with backing up or restoring any of your Care Recipient content. In addition, the Care Angel services are not intended to provide medical information or replace the advice of a Health Care professional. Any content posted via the Care Angel services should be designed to support, not replace, the relationship that exists between a member and his or her existing physician or Health Care professional. All members are responsible for monitoring Care Recipient content uploaded or added to their Care Recipient profiles, whether such Care Recipient content is uploaded by the member or by third parties.
Certain areas of the Site and the App (and your access to or use of certain aspects of the Care Angel Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, the App and Care Angel Services or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, the App and Care Angel Services or Collective Content, as applicable.
You acknowledge and agree that, by accessing or using the Care Angel services, or by downloading, uploading or posting any content from or on the site, the App or through the Care Angel services, you are indicating that you have read, and that you understand and agree to be bound by, these terms, whether or not you have registered via the site. If you do not agree to these terms, then you have no right to access or use the site, Care Angel services or collective content.
If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Care Angel reserves the right, at its sole discretion, to modify, discontinue or terminate the Care Angel Services or to modify these Terms, at any time and without prior notice. If we modify these Terms we will post the modified Terms and alert you to the modified Terms on the Site and provide you with notice of the modification. By continuing to access or use the Care Angel Services after we have posted a modification on the Site and the App or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to stop using the Site, the App and Care Angel Services.
To create and manage an account, a Care Giver must be 18 years old or older. By creating, accessing or managing Care Angel Account you represent and warrant that you are 18 or older.
USING THE CARE ANGEL SERVICES
You can use the Care Angel Services to help organize, store, manage, access, view and share information related to the care of family members, loved ones or other third parties, or your own Care, whether you are the creator of a Care Recipient Profile or you access a Care Recipient Profile created by a third party via the Care Angel Services. Through the Care Angel Services, you can (i) upload Care Recipient content related to Care of a family member, loved one or other third party, or your own Care, to create a Care Recipient Profile; (ii) utilize tools and other features of the Care Angel Services to organize and manage such Care Recipient Profiles and (iii) share access to your Care Recipient Profiles with other Members (Care Circle members) to help manage care among multiple Caregivers. As noted above, any individuals with whom you choose to share access to a Care Recipient Profiles will be able to access, view, share, download and distribute all Care Recipient content contained in such Care Recipient Profile and upload their own Care Recipient content which will then be available to be accessed, viewed, shared, downloaded and distributed via the applicable Care Recipient Profile. Accordingly, we recommend that you consider carefully before inviting third parties to access any of your Care Recipient Profiles.
In order to access certain features of the Care Angel Services, including to (i) create and manage a Care Recipient Profile and (ii) post any Care Recipient content through the Care Angel Services, you must register to create an account (“Account”) and become a Care Giver. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Care Angel reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. Your will be asked to create a password when you create your Account. Care Angel does not have access to your passwords and if you forget your password you will be asked to create a new one. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify Care Angel of any unauthorized use of your Account.
The Site, the App and Care Angel Services and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Care Angel Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Care Angel and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Care Angel Services or Collective Content.
RIGHTS GRANTED BY CARE ANGEL TO CARE ANGEL CONTENT AND CARE RECIPIENT CONTENT
Subject to your compliance with the terms and conditions of these Terms, Care Angel grants you limited, non-exclusive, non-transferable rights to view, download and print any Care Angel Content solely for your personal and non-commercial purposes. Recipient content contained in the Care Recipient Profile to which you are provided access in any form, medium or technology now known or later developed, in whole or in part.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, download, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, the App and Care Angel Services or Collective Content, except as expressly permitted in these Terms. No rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Care Angel or its licensors, except for the rights expressly granted in these Terms.
LICENSE GRANTED BY MEMBER
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Care Recipient content. By making available any Care Recipient content on or through the Care Angel Services, you hereby grant to Care Angel a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense to third parties with whom you choose to share access to one or more of your Care Recipient Profiles, to access, use, view, copy, adapt, reformat, download, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such Care Recipient content only on, through or by means of the Care Angel Services and for the limited purpose of making such Care Recipient content available to you and the third parties with whom you choose to share access to one or more of your Care Recipient Profiles via the Care Angel Services. Care Angel does not claim any ownership rights in any Care Recipient content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any Care Recipient content.
Care Angel may use, the Care Recipient and/or Care Giver content anonymously, & with third parties to learn about user conditions and behaviors, at the individual level and/or at the aggregated group level from which it may discern unique & valuable behaviors and possibly offer Care Giver and and/or Care Recipient content features & services appropriately that may help them lead healthier, safer & more production lives.
We welcome you to provide feedback, comments and suggestions for improvements to the Care Angel Services (“Feedback”). You may submit Feedback by emailing us at [email protected], or via Feedback & Support link on the Site and the App. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
You agree not to do any of the following:
Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
Use, display, mirror or frame the Site, the App or any individual element within the Care Angel Services, Care Angel’s name, any Care Angel trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Care Angel’s express written consent;
Access, tamper with, or use non-public areas of the Site, the App and Care Angel’s computer systems, or the technical delivery systems of Care Angel’s providers;
Attempt to probe, scan, or test the vulnerability of any Care Angel system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Care Angel or any of Care Angel’s providers or any other third party (including another user) to protect the Site, the App and Care Angel Services or Collective Content;
Attempt to access or search the Site, the App and Care Angel Services or Collective Content or download Collective Content from the Care Angel Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Care Angel or other generally available third party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a Care Angel trademark, logo URL or product name without Care Angel’s express written consent;
Use the Site, the App and Care Angel Services or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, the App and Care Angel Services or Collective Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, the App and Care Angel Services or Collective Content;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, the App or Care Angel Services;
Collect or store any personally identifiable information from the Care Angel Services from other users of the Care Angel Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Care Angel will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Care Angel may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Care Angel has no obligation to monitor your access to or use of the Site, the App and Care Angel Services or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site, the App and Care Angel Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Care Angel reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Care Angel, at its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Care Angel Services.
Care Angel respects copyright law and expects its users to do the same. It is Care Angel’s policy to terminate in appropriate circumstances Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Care Angel’s Copyright Policy for further information.
Certain Care Recipient content may contain links to third-party websites or resources. You acknowledge and agree that Care Angel is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Care Angel of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.
FEES AND APPLICABLE CHARGES FOR PREMIUM SERVICES
TERMINATION AND ACCOUNT CANCELLATION
If you breach any of these Terms, Care Angel will have the right to suspend or disable your Account or terminate these Terms, at its sole discretion and without prior notice to you. Care Angel reserves the right to revoke your access to and use of the Site, the App and Care Angel Services and Collective Content at any time, with or without cause. In the event Care Angel terminates these Terms for your breach, you will remain liable for all amounts due hereunder.
The site and the App Care Angel services and collective content are provided “as is”, without warranty of any kind, either express or implied. Without limiting the foregoing, Care Angel explicitly disclaims any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement, and any warranties arising out of course of dealing or usage of trade. Care Angel makes no warranty that the site, the App and Care Angel services or collective content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Care Angel makes no warranty regarding the quality of any products, services or collective content available from or obtained through the Care Angel services or the accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Care Angel services.
No advice or information, whether oral or written, obtained from Care Angel or through the site, the App and Care Angel services or collective content, will create any warranty not expressly made herein.
You agree to defend, indemnify, and hold Care Angel, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, the App and Care Angel Services or Collective Content, or your violation of these Terms.
LIMITATION OF LIABILITY
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the site, the App and Care Angel services and collective content remains with you. Neither Care Angel nor any other person or entity involved in creating, producing, or delivering the site, the App and Care Angel services or collective content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms or from the use of or inability to use the site, the App and Care Angel services or collective content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Care Angel has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
In no event will Care Angel’s aggregate liability arising out of or in connection with these terms or from the use of or inability to use the site, the App and Care Angel services or collective content exceed the amounts you have paid to Care Angel for use of the site, the App and Care Angel services or collective content, if you have made any payments to Care Angel for use of the site, the App and Care Angel services or collective content, or one hundred dollars ($100), if you have not made any payments to Care Angel for use of the site, the App and Care Angel services and collective content, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Care Angel and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of Care Angel used herein are trademarks or registered trademarks of Care Angel. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
CONTROLLING LAW AND JURISDICTION
These Terms and any action related thereto will be governed by the laws of the State of Florida without regard to its conflict of law’s provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in Miami-Dade, Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
These Terms constitute the entire and exclusive understanding and agreement between Care Angel and you regarding the Site and the App Care Angel Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Care Angel and you regarding the Site, the App, Care Angel Services and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Care Angel’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Care Angel may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Care Angel: (i) via email (in each case to the address that you provide); or (ii) by posting to the Site and the App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
You and Care Angel agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Care Angel Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Care Angel are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Care Angel otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available from their web site or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration and a separate form for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Care Angel otherwise agree, the arbitration will be conducted in the county where Care Angel resides. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Care Angel submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Care Angel will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Care Angel will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. Notwithstanding the provisions of the “Modification” section above, if Care Angel changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to [email protected] Angel.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Care Angel’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Care Angel in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of Care Angel to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Care Angel. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
CONTACTING CARE ANGEL
If you have any questions about these Terms, please contact Care Angel at: [email protected]
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