Table of Contents
Welcome to Carefully Inc
Member Eligibility & PROFILES
LICENSE TRUST+. INTELLECTUAL PROPERTY RULES REGARDING INFORMATION AND OTHER CONTENT NO PROFESSIONAL ADVICE
THIRD PARTY CONTENT AND OTHER WEBSITES SUSPENSION/TERMINATION
COPYRIGHT VIOLATIONS NO THIRD PARTY BENEFICIARIES NO AFFILIATION
Governing Law, Mandatory Arbitration & Class Action Waiver Additional Terms for California Residents
Additional Terms Only Applicable when Accessing and Downloading the App from the Apple App Store Supplemental Terms Of Service Related to the Use Of The Marketplace And Carefully Card
Welcome to Carefully Inc.. “Carefully”, “we”,“us” or “our”)! We provide our visitors and members (collectively, “You” or “Your”) with access to our platform in order to build a network of parents to share care and provide mutual aid. Your use of www.carefullyapp.com (the “Site”) and mobile application (the “App” ) as well as other Carefully products, software, services, and web sites (referred to collectively as the “Services”) is subject to these terms and conditions (the “Terms of Service”) and our Privacy Policy https://carefullyapp.com/privacy-policy. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE SITE OR DOWNLOADING THE APP, YOU ARE ACCEPTING THESE TERMS OF SERVICE AND OUR PRIVACY POLICY AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF SERVICE. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE TERMS OF SERVICE IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF SERVICE, DO NOT ACCESS AND/OR USE THE SERVICES.
PLEASE NOTE SECTION 13 CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS THAT YOU HAVE AGAINST CAREFULLY TO BINDING AND FINAL ARBITRATION AND AFFECT YOUR RIGHT TO PARTICIPATE IN CLASS ACTION LITIGATION.
Please review the following terms carefully. You may access the Site as a “Visitor” (which means that You simply browse the Site), or You may use the Services as a “Member” (which means that You have established a Member Profile with us (Your “Member Profile” )).
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will be presented to You for Your acceptance when you sign up to use the supplemental Service. If these Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service and Your use thereof. Once accepted, the Supplemental Terms are incorporated into these Terms of Service.
PLEASE NOTE THAT THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY CAREFULLY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Carefully will make a new copy of the Terms of Service available at https://carefullyapp.com/terms-and-conditions and/or within the App. We will also update the “Last Updated” date at the bottom of the Terms of Service. If we make any material changes, and you are a Member, we will also send an email to you at the last e-mail address you provided to us pursuant to the Terms of Service. Any changes to the Terms of Service will be effective immediately for new users of the Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing Members, provided that any material changes shall be effective for users who have a Member Profile with us upon the earlier of thirty (30) days after posting notice of such changes on the Site and/or App or thirty (30) days after dispatch of an e-mail notice of such changes to existing Members. Carefully may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
Member Eligibility & PROFILES.
Eligibility. By using the Services, You represent and warrant that:
· You are at least 18 years old;
· You have the right, authority and capacity to enter into these Terms of Service;
· You will abide by all the terms and conditions of these Terms of Service; and
· Neither you nor any member of your household has ever been:
o The subject of a conviction, arrest, charge, complaint, restraining order or any other legal action involving: (i) any felony, (ii) any other criminal offense involving violence, physical, sexual, or emotional abuse or neglect, or theft, drugs, or (iii) any offense, violation, or unlawful act that involves endangering the safety of others, fraud, dishonesty, or reckless or negligent conduct; or
o Registered, or currently required to register, as a sex offender with any government entity
Member Profiles. A Visitor may browse the Site in accordance with these Terms of Service, but will not have access to certain Services without first becoming a Member. In order to use the Services available to a Member, You are required to set up a Member Profile with us. When You set up a Member Profile, You will be assigned a unique user ID and You are required to select a password (collectively “Log-In Credentials”). You promise that all information You provide to us is true, accurate, current and complete, and You agree to maintain and promptly update such information to keep it true, accurate, current and complete. You may not transfer or share Your Log-In Credentials with any third parties, and You are solely responsible for maintaining the confidentiality of Your Log-In Credentials. You acknowledge and agree that we rely on Log-In Credentials to know whether users using our Services are authorized to do so. If someone accesses our Services using Your Log-In Credentials, we will rely on the Log-In Credentials and will assume that it is really You who is accessing the Services. You are solely responsible for any and all use of Your Log-In Credentials and Member Profile and all activities that occur under or in connection with Your Log-In Credentials or Member Profile. You agree to be responsible for any act or omission of any users that access the Services under Your Log-In Credentials. Certain Members may be invited to also register as “Partners” – Partners are third party businesses that offer their services through our Site or App.
Carefully is a Venue. Our Services are a venue designed to connect parents with other parents to share care and provide mutual aid. Carefully does not provide any childcare services, host any childcare activities, or provide related services. Carefully is not required to participate in the interaction between Members except to allocate our Karma Care Hours. You understand and agree that Carefully has no control over and is not responsible for the acts or omissions of any Members or Partners. You also understand and agree that Carefully makes no representation or warranty regarding the quality of any services provided by any Member or Partner. Carefully is not responsible for the accuracy or reliability of any information provided by any Member or Partner. CAREFULLY EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE CAREFULLY FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY DAMAGES, SUITS, CLAIMS AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE FROM AND/OR IN ANY WAY RELATE TO ANY ACTS OR OMISSIONS OF MEMBERS OR PARTNERS, INCLUDING WITHOUT LIMITATION THE PROVISION OF ANY CHILDCARE OR MUTUAL AID SERVICES BY ANY MEMBER OR PARTNER.
LICENSE. Subject to these Terms of Service, Carefully grants You a non-transferable, non-exclusive, revocable, limited license to (a) download, install and use a copy of the App on one or more mobile devices or computers or internet web browsers that You own or control, (b) use the other aspects of the Services, in each case solely for Your own personal purposes and (c) if you are a Partner, use the aspects of the Services available only to partners for Partner’s business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store or Google Play Store (each an “App Store” and references to the App Store include the corporate entity and its subsidiaries making the App Store available to You), You agree to comply with all applicable third party terms of the App Store (the “Usage Rules”) when using the App. To the extent the terms of these Terms of Service provide for usage rules that are less restrictive than or otherwise in conflict with the Usage Rules, the more restrictive term applies.
TRUST+. To maintain the safety and integrity of the Carefully platform and to emphasize mutual trust and care among Members, We offer an optional vetting process for Members called Trust+. If You are a Member, You may (but are not obligated to) opt into Our Trust+ program, through which You may obtain identity verification and background check services (“Background Check”). If You have requested, and passed, a Background Check through Carefully’s Trust+ feature, then a Trust+ badge will be featured on Your member profile on the Site and the App to confirm that You have completed that Background Check. Other members in Your trusted network will be able to see the badge on Your member profile, the date of the Background Check, and the legal name You used in the Background Check. For Background Checks obtained through our Trust+ services, We partner with third party websites for identity verification and background check purposes. We do not require Background Checks; a Member must voluntarily opt into the Trust+ process. To obtain a Background Check using Trust+, a Member must: (1) verify their identity using a third party website We partner with by providing proof of identification electronically according to that third party website’s requirements; and (2) once Your identity is verified, Your exact name, date of birth, and state where You are located are used to perform a background check with a third party website partner, which includes checking certain public databases, such as state and county criminal records as well as state and national sex offender registries. For more information about Trust+, see Our Trust+ FAQ page.
If You are a Member, ordered a Background Check on Yourself through our third party partners, and passed, Your profile will feature a Trust+ badge indicating that You have completed that Background Check. However, we will not share the results with any other site visitor or Member otherwise.
By registering for and using the Site or Services as a Member, and subject to Your authorization, You acknowledge and agree that Carefully may review the results of, and use, any Background Checks You have ordered for the purpose of protecting the safety and integrity of Our Site and its users. Carefully reserves the right to terminate You as Member based on the results of any such Background Check. If We terminate Your status as a Member or access to the Site on the basis of the results in a Background Check, You will be notified of the termination and logged out of Your Member Profile. If You believe such termination was done erroneously, You have the option to contact Carefully. You hereby represent, understand and expressly agree that Carefully does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in any Background Check.
In addition to legal and reporting system limitations of Background Checks, each Background Check is performed with Your authorization, using only the information You provide, such as name, date of birth, and state where You are located. If You provide incorrect information, the Background Check might be run with inaccurate identifying data, which can impact the validity of the Background Check. Finally, records obtained in Background Checks may not always be reported accurately or promptly, and human and electronic error can result in inaccurate or incomplete reporting. Consequently, even the most comprehensive Background Check offered may not disclose the existence of all relevant records in all jurisdictions.
You expressly acknowledge and agree that Carefully has no obligation to perform Background Checks. All Background Checks are requested by Members on an optional basis who are obtaining such Background Checks through our Trust+ program. To the extent any Member obtains a Background Check, such Background Checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those Members have provided or of their eligibility to use the Services.
While Carefully partners with third party websites to offer Trust+ functionality to Members, activating Trust+ may link to external sites of those partners (including external sites that are framed by the Carefully Site or App). However, Carefully does not control these third party websites or the content on these websites, and is not responsible for them. Such websites and content are governed by their respective owners’ terms of use and privacy policies, and not these Terms of Service or Carefully’s Privacy Policy.
INTELLECTUAL PROPERTY.
You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Services (“Our Technology”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grant You any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Services according to these Terms of Service. Except as expressly provided in Section 3, nothing in these Terms of Service will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology.
Certain of the names, logos, and other materials displayed on in the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of Carefully Inc.. or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Services will be governed by such third parties’ licenses and not by these Terms of Service
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information (“Submissions”), provided by you to us through the Services are non-confidential and shall become the sole property of Carefully. Carefully shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
RULES REGARDING INFORMATION AND OTHER CONTENT. When You access the Services, You obtain access to various kinds of information and materials, all of which we call “Content.” Content includes information and materials posted through the Services by You and other Members. You are entirely responsible for each individual item of Content that You post, email or otherwise make available through the Services. As between You and us, You retain ownership and any intellectual property rights in any copyrighted materials that are contained in Content that You post through the Services. You grant us a non-exclusive, royalty-free, fully paid, fully sublicenseable, worldwide license, under any and all of Your copyright and other intellectual property rights related to that Content. You agree that any such Content or any derivative works thereof, may be disseminated, distributed, publicly displayed, reproduced, used, sublicensed, posted, or published by us, and searched, displayed, printed or otherwise used or exploited by our Visitors and Members. You agree not to revise Content posted by others, and You represent and warrant that You will not post or use any Content in any manner that:
Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
Violates the privacy, publicity, or other rights of third parties, including other Members;
Violates any law, statute, ordinance or regulation, including laws regarding anti-discrimination and false advertising;
Is false or inaccurate or becomes false or inaccurate at any time;
Exploits children in any manner, as determined by us in our sole discretion;
Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion.
Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others; Misrepresents Your identity in any way;
Misrepresents Your identity in any way;
Contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
Contains any advertising or solicitation;
Advocates or encourages any illegal activity;
Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers; or
Otherwise violates our then-current Code of Conduct (https://carefullyapp.com/code-of-conduct ).
Though we strive to enforce these rules with all of our Members, and our other customers, You may be exposed through the Services to Content that violates our policies or is otherwise offensive. You access the Services at Your own risk. We may, but are not obligated to, delete Member Profiles and/or remove Content from the Services if we determine or suspect that those Member Profiles or Content violate the terms of these Terms of Service or the applicable agreement with the offending Member(s). We take no responsibility for Your exposure to Content through the Services whether it violates our content policies or not. GENERAL RULES OF CONDUCT. It is our goal to make access to our Services a good experience for Visitors and all of our Members. Correspondence between Members is for the sole purpose of connecting Members for purposes sharing care and mutual aid. If You receive the personal information of any other Member through the use of the Services, You may use the information solely as necessary to share care or provide mutual aid through the Services. You may not use another Member’s personal information for any other purpose. You agree not to, and represent and warrant that You will not reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services or access to the Services for any purposes other than for which the Services are being provided to You, or do any of the following:
Recruit, solicit or contact any Member for employment or contracting for a business not affiliated with Carefully;
Contact other Members for any purpose other than as set forth in this Terms of Service;
Harass, intimidate or otherwise engage in illegal or offensive behavior with respect to any other Member;
Conduct or promote any illegal activities while using the Services;
Upload, distribute or print anything that may be harmful to minors;
Attempt to reverse engineer or jeopardize the correct functioning of the Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Services;
Attempt to gain access to secured portions of the Services to which You do not possess access rights;
Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
Use the Services to generate unsolicited email advertisements or spam; allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam);
Use the Services to stalk, harass or harm another individual;
Use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts);
Interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
Use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” monitor, “mine,” or copy any static or dynamic web page on the Site or the App or the Content contained on any such web page for commercial use without our prior express written permission; and Carefully reserves the right, in its sole discretion, to terminate Your use of the Services;
Impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity; or
Mirror or frame the Site or the App or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.
Carefully is committed to serving all Members and their family members, regardless of race, ethnicity, sex, age, religion, national origin, mental or physical ability, sexual orientation, gender identity and expression, ancestry, military discharge status, marital status, source of income, housing status or other protected classification.
NO PROFESSIONAL ADVICE. All information, materials, content and/or advice provided through the Services is for informational purposes only and is not intended to replace or substitute for any professional, financial, medical, legal or other advice. Carefully expressly disclaims, and You expressly release Carefully from, any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided through the Services. You should consult with an appropriately trained specialist for all concerns that require professional or medical advice.
THIRD PARTY CONTENT AND OTHER WEBSITES. CONTENT FROM OTHER MEMBERS, ADVERTISERS, AND OTHER THIRD PARTIES MAY BE MADE AVAILABLE TO YOU THROUGH THE SERVICES. BECAUSE WE DO NOT CONTROL SUCH CONTENT, YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY SUCH CONTENT. WE DO NOT MAKE ANY GUARANTEES ABOUT THE ACCURACY, CURRENCY, SUITABILITY, OR QUALITY OF THE INFORMATION IN SUCH CONTENT, AND WE ASSUME NO RESPONSIBILITY FOR UNINTENDED, OBJECTIONABLE, INACCURATE, MISLEADING, OR UNLAWFUL CONTENT MADE AVAILABLE BY OTHER MEMBERS, ADVERTISERS, AND OTHER THIRD PARTIES OR VIOLATION OF ANY THIRD PARTY RIGHTS RELATED TO SUCH CONTENT. THE SERVICES MAY CONTAIN LINKS TO WEBSITES NOT OPERATED BY US. WE ARE NOT RESPONSIBLE FOR THE CONTENT, PRODUCTS, MATERIALS, OR PRACTICES (INCLUDING PRIVACY PRACTICES) OF SUCH WEBSITES. YOU UNDERSTAND THAT BY USING THE SERVICES YOU MAY BE EXPOSED TO THIRD-PARTY WEBSITES THAT YOU FIND OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE. WE MAKE NO WARRANTY, REPRESENTATION, ENDORSEMENT, OR GUARANTEE REGARDING, AND ACCEPT NO RESPONSIBILITY FOR, THE QUALITY, CONTENT, NATURE OR RELIABILITY OF THIRD PARTY WEBSITES, PRODUCTS OR SERVICES ACCESSIBLE BY HYPERLINK OR OTHERWISE FROM THE SERVICES. WE PROVIDE THESE LINKS FOR YOUR CONVENIENCE ONLY AND WE DO NOT CONTROL SUCH WEBSITES. OUR INCLUSION OF LINKS TO SUCH WEBSITES DOES NOT IMPLY ANY ENDORSEMENT OF THE MATERIALS ON SUCH THIRD PARTY WEBSITES OR ANY ASSOCIATION WITH THEIR OPERATORS. IT IS YOUR RESPONSIBILITY TO REVIEW THE PRIVACY POLICIES AND TERMS OF USE OF ANY OTHER WEBSITE YOU VISIT. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, PRODUCTS, MATERIALS, OR PRACTICES OF ANY THIRD PARTY, INCLUDING OTHER MEMBERS. WE DO NOT WARRANT THAT VERIFICATION, IDENTITY OR BACKGROUND CHECKS CONDUCTED ON MEMBERS BY THIRD PARTY WEBSITES WILL IDENTIFY PAST MISCONDUCT OR PREVENT FUTURE MISCONDUCT.
SUSPENSION/TERMINATION. You agree that we, in our sole discretion, may immediately suspend or terminate Your access to the Services at any time, for any reason, without notice or refund. YOU AGREE THAT CAREFULLY WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE SERVICES OR DELETION OF YOUR MEMBER PROFILE OR YOUR CONTENT. SUSPENSION OR TERMINATION OF YOUR MEMBER PROFILE WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS YOU MAY HAVE INCURRED THROUGH YOUR USE OF ANY SERVICES, WHETHER SUCH OBLIGATION IS TO CAREFULLY OR A THIRD PARTY.
ASSUMPTION OF RISK. Sharing care and mutual aid via an online platform comes with certain inherent risks. We do not provide any training, supervision, or monitoring of any Members, and we cannot guarantee that all of your interactions with other Members, Visitors their families, or others associated with them, will always be safe and respectful. You agree to assume all risks when using the Site and the Services, including but not limited to injury, illness, death, and all other risks associated with any online or offline interactions with users of the Site or the Services. You further agree to take all necessary precautions when interacting with other Members, Visitors, their families, and others associated with them. We do not warrant that verification, identity, or Background Checks conducted on Members by third party websites will identify past misconduct or prevent future misconduct.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH SERVICES OR OTHERWISE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF USE. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT PROTECTION OF YOUR DATA NOR GUARANTEE DATA AVAILABILITY WHATSOEVER. YOU BEAR THE SOLE RESPONSIBILITY AND LIABILITY FOR MAINTAINING BACKUP OR ARCHIVE COPIES OF YOUR DATA AND/OR SUBMISSIONS TO THE SERVICES.
LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY MERCHANTS OR PARTNERS OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT OR SERVICE PROVIDER SITES OR ANY OTHER SITE LINKED TO OUR SITE OR SERVICES. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY MEMBER OR PARTNER. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES IS LIMITED, IN THE AGGREGATE, TO ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS ON LIABILITY SHALL NOT APPLY TO LIABILITY OF CAREFULLY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR FOR (B) ANY INJURY CAUSED BY ITS FRAUD OR FRAUDULENT MISREPRESENTATION. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CAREFULLY AND YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS AND PARTNERS. YOU UNDERSTAND THAT CAREFULLY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF MEMBERS OR PARTNERS EXCEPT AS EXPRESSLY STATED HEREIN. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR, OR TAKE ANY APPROPRIATE ACTION REGARDING, DISPUTES THAT YOU MAY HAVE WITH MEMBERS, PARTNERS OR OTHER CUSTOMERS. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
INDEMNIFICATION. You agree to indemnify, defend and hold harmless Carefully Inc.., our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from (a) any of Your Content and/or information that You submit, post or transmit through the Services, (b) Your use of the Services, (c) Your violation of these Terms of Service, (d) Your violation of any rights of any other person or entity or (e) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by You into the Services. This provision does not require you to indemnify any of such parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this Section will survive any termination of your User Account, these Terms and/or your access to the Services.
COPYRIGHT VIOLATIONS. We respect the intellectual property of others, and we ask You to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent 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 on the Services; 4. Your address, telephone number, and email address; 5. a 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. Our Copyright Agent for notice of claims of copyright infringement on the Services can be reached by directing an email to care@carefullyapp.com.
ELECTRONIC COMMUNICATIONS. The communications between You and us use electronic means, whether You visit the Site or send us emails, or whether we post notices on the Service or communicate with You via email. We can only give You the benefits of our service by conducting business through the Internet, and therefore we need You to consent to our giving You Communications electronically. This Section 14 informs You of Your rights when receiving Communications from us electronically. For contractual purposes, You (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to You electronically satisfy any legal requirement that such Communications would satisfy if it were in a writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of Your interactions and transactions with us. The foregoing does not affect Your non-waivable rights. You may also receive a copy of these Terms of Service by accessing this Site. You may withdraw Your consent to receive Communications electronically by contacting us in the manner described below. If You withdraw Your consent, from that time forward, You must stop using the Services. The withdrawal of Your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time You withdraw Your consent. Please keep us informed of any changes in Your email or mailing address so that You continue to receive all Communications without interruption.
NO THIRD PARTY BENEFICIARIES. You understand and agree that, except as otherwise expressly provided in these Terms of Service, there shall be no third party beneficiaries to these Terms of Service.
NO AFFILIATION. You acknowledge that You are not legally affiliated with Carefully in any way, and no independent contractor, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by Your use of the Services or by these Terms of Service.
Governing Law, Mandatory Arbitration & Class Action Waiver.
Governing Law. By using the Services, you agree that these Terms shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
Scope of Arbitration Agreement (“Arbitration Agreement”). You acknowledge and agree that any dispute or claim relating in any way to your access or use of the Services or to any other aspect of your relationship with Carefully will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Carefully may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose before this or any prior Agreement. NOW OR IN THE FUTURE, THERE MAY BE LAWSUITS AGAINST CAREFULLY ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS. SUCH CLAIMS, IF SUCCESSFUL, COULD RESULT IN SOME MONETARY RECOVERY TO YOU. THE EXISTENCE OF SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS DOES NOT MEAN THAT SUCH LAWSUITS WILL ULTIMATELY SUCCEED. BUT IF YOU AGREE TO ARBITRATION WITH CAREFULLY, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVERY MONETARY OR OTHER RELIEF UNDER SUCH CLASS, COLLECTIVE, AND/OR REPRESENTATIVE LAWSUITS. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST CAREFULLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR.
Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act in all respects. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, InCorp Services, Inc. One Commerce Plaza - 99 Washington Ave., Suite 805-A,Albany, NY 12210-2822 . The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. Payment of all filing, administration, and arbitration fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, Carefully will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.
Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Carefully. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding on you and Carefully.
Waiver of Jury Trial. YOU AND CAREFULLY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Carefully are instead electing to have claims and disputes resolved by arbitration. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. In any litigation between you and Carefully over whether to vacate or enforce an arbitration award, you and Carefully waive all rights to a jury trial, and elect instead to have a judge resolve the dispute.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR MEMBER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR MEMBER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Carefully is entitled to arbitration. Instead, all claims and disputes will then be resolved in a court as set forth this section.
Opt Out. You may opt out of this Arbitration Agreement. If you do so, neither you nor Carefully can force the other to arbitrate. To opt out, you must notify Carefully in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Carefully username (if any), the email address you used to set up your Carefully account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to care@carefullyapp.com. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us.
Exclusive Venue. To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Carefully agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.
Additional Terms for California Residents If you are a California resident, you waive to the maximum extent permitted by law California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
GENERAL TERMS. You are responsible for compliance with all applicable laws. The Terms of Service and the relationship between You and Carefully will be governed by the laws of the State of New York, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service. Any legal action, suit or proceeding arising out of or relating to the Terms of Service, or Your use of the Services must be instituted exclusively in the federal or state courts located in New York, New York and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. These Terms of Service are personal to You, and You may not transfer, assign or delegate Your right and/or duties under these Terms of Service to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of Your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by Carefully to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Service, together with any applicable Supplemental Terms, constitute the complete and exclusive agreement between You and Carefully Inc.. with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect.SURVIVAL. All provisions that by their nature survive expiration or termination of these Terms of Service shall so survive, including without limitation, Section 2, Section 4, all limitations on liability explicitly set forth herein and our proprietary rights in and to the Content provided by us, Our Technology and the Services.
Additional Terms Only Applicable when Accessing and Downloading the App from the Apple App Store: With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), You will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. In addition, the following provisions apply to any App Store Sourced Application:
You acknowledge and agree that (i) these Terms of Service are concluded between You and Carefully only, and not Apple, and (ii) Carefully, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to You and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Carefully and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Carefully.
You and Carefully acknowledge that, as between Carefully and Apple, Apple is not responsible for addressing any claims You have or any claims of any third party relating to the App Store Sourced Application or Your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
You and Carefully acknowledge that, in the event of any third-party claim that the App Store Sourced Application or Your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Carefully and Apple, Carefully, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
You and Carefully acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service as related to Your license of the App Store Sourced Application, and that, upon Your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to Your license of the App Store Sourced Application against You as a third-party beneficiary thereof.
Without limiting any other terms of these Terms of Service, You must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Supplemental Terms Of Service Related to the Use Of The Marketplace And Carefully Card
License. Subject to this Agreement, Company grants Users a nonexclusive, non transferable license to use the Services until such time as the Agreement is terminated. The Services will be in the form and format as determined by Company in its sole discretion from time to time, and such form and format may limit or restrict use to certain types of devices at the exclusion of others, and may have additional licensing terms restricting their use thereto. This license is subject does not include: (A) any resale or commercial use (except as expressly set forth herein) of the Services or of any content or materials contained therein ("Company Content''); (B) modifying or otherwise making any derivative uses of the Services or any Company Content; (C) use of any data mining, robots or similar data gathering or extraction methods; (D) reproducing, distributing, publicly performing or publicly displaying the Services or the Company Content; (E) reverse engineering or otherwise attempting to discover any source code; or (F) any use of the Services other than for its intended purpose. Any use of the Service or the Company Content other than as specifically authorized herein, without the prior, written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.
Disclaimer. The Services offer tools, resources and a venue to connect a Family seeking a Provider and allow the Family or a Network to pay for the childcare services. Users understand and agree that Company: (A) does not employ, recommend or endorse any Users and has no control over the acts or omissions of any Users; (B) is not responsible or liable in any manner for the performance or conduct of any Users or other third parties online or offline; (C) makes no representations or warranties about the quality of the services provided by any User or about your interactions or dealings with other Users; and (D) does not screen Users or automatically conduct any kind of identity or background checks except as otherwise expressly stated in this Agreement. Company relies on Providers and Networks to assure that the childcare services provided are properly permitted in the location in which such childcare services are required and to accurately report to Company and maintain any permits, licenses, or accreditation that the Provider has obtained. Company hereby expressly disclaims, and Users hereby expressly release Company from, any and all liability whatsoever for any controversies, claims, suits, injuries, loss, harm and/or damages arising from and/or in any way related to the Services or the interactions and dealings with other Users, including without limitation any acts and/or omissions of Users. By using the Services, Users acknowledge and agree that they are solely responsible for their use of the Services. ALL USE OF THE SERVICE IS AT USER'S SOLE AND EXCLUSIVE RISK.
Use of the Services. Any use of the Services that Company, in its sole discretion, finds inappropriate or offensive or contrary to these Agreement may result in suspension or termination of a User’s account with or without notice. Company reserves the right to suspend or terminate a User’s account with or without notice at any time in its sole discretion, for any reason or no reason. In the event of any suspension or termination, User agrees to make no further use of the Services after termination or during suspension. User understands and agrees not to, and not to permit or encourage anyone else to, do any of the following in connection with the Service:
Defame, abuse, harass, harm, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;
Use the Services or engage with other Users for any purpose that is in violation of local, state, national, or international law, rule or regulation, including without limitation wage and hour and working condition laws and regulations;
Upload files that contain software or other material that violates the rights of any third party, including without limitation intellectual property rights or rights of privacy or publicity;
Upload files that contain viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network;
Take any action that would undermine any aspect of the Services or use the Services in any manner that could interfere with, disrupt, or inhibit other Users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
Attempt to gain unauthorized access to the Services, other User’s accounts, or other device, computer system or networks connected to the Service;
Harvest or otherwise collect information about Users without their consent;
Access, download, or copy any information, content and/or materials from the Service through artificial means (including without limitation spiders, scrapers, hacking devices, computer programs, bots or other such means);
Restrict or inhibit any other User from using and enjoying the Service.
Enforcement of these rules is solely at Company's discretion, and failure to enforce in some instances does not constitute a waiver of Company’s right to enforce in other instances. In addition, this Agreement does not create any private right of action on the part of any User or third party or any reasonable expectation that the Services will not contain any content or conduct that is prohibited by such Agreement.
Account Security. Users are responsible for maintaining the confidentiality of passwords and account information for the Services, and are fully responsible for all activities that occur under their accounts. Users agree to immediately notify the Company of any unauthorized use of accounts or any other breach of security.
Third-Party Services and Content. The Services may contain links or otherwise contain or provide access to third-party products, services, websites, advertisers, applications, information, and content (collectively, “Third-Party Services and Content”), which access is provided solely for convenience. For example, the Service may provide access to ,_______[BaaS] and_________ [Bank]. Users understand and agree that such Third-Party Services and Content are not provided by Company, and Company does not control or endorse and does not make any representations or warranties regarding such Third-Party Services and Content. YOU UNDERSTAND AND AGREE THAT USE OF SUCH THIRD-PARTY SERVICES AND CONTENT IS AT YOUR OWN RISK, THAT COMPANY TERMS OF USE AND POLICIES DO NOT APPLY TO SUCH THIRD-PARTY SERVICES AND CONTENT, AND THAT COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY OR BUSINESS PRACTICES OR OTHER POLICIES OF SUCH THIRD-PARTY SERVICES AND CONTENT OR FOR THE ACCURACY, COMPLETENESS, SAFETY OR QUALITY OF THE THIRD-PARTY SERVICES AND CONTENT. YOU SHOULD CAREFULLY REVIEW ANY APPLICABLE TERMS AND POLICIES THAT APPLY TO ANY THIRD-PARTY SERVICES AND CONTENT. COMPANY IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH THIRD-PARTY SERVICES AND CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT THEREOF, AND COMPANY HEREBY EXPRESSLY DISCLAIMS, AND USERS HEREBY EXPRESSLY RELEASE COMPANY FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LIABILITIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO SUCH THIRD-PARTY SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION RELATING TO AVAILABILITY, TERMS OF USE, PRIVACY, INFORMATION, CONTENT, MATERIALS, ADVERTISING, CHARGES, PAYMENT, PRODUCTS AND/OR SERVICES.
User Content. "User Content" is defined as any information, content, messages, photos, and/or materials a User posts on or through the Service, submits to Company and/or submits to any other User on or through the Service or by any other medium or method. Company acts as a passive conduit for User Content, and Users, not Company, are solely responsible for the User Content they post, submit or transmit through the Service. User Content, including without limitation in connection with registration and Users' profiles, is self-reported and Users understand and agree that Company does not independently verify that any or all of the User Content is accurate, appropriate, timely or complete. Company hereby expressly disclaims, and Users hereby expressly release Company from, any and all liability whatsoever for any controversies, claims, suits, injuries, harm, loss and/or damages, arising from and/or in any way related to any User Content, including without limitation to any acts of or reliance upon other Users with respect to such User Content and/or any comments made by User about others. Users represent and warrant that they are the owner or licensee or otherwise have the right to post or submit such User Content, and Users grant to Company an irrevocable, perpetual, non-exclusive, fully paid, worldwide, sublicensable license to use, copy, perform, display, reproduce, adapt, modify, prepare derivative of, and distribute such User Content and to incorporate such User Content into other works. Users agree that they are solely responsible for any User Content you post or submit, and represent and warrant that any User Content: (A) shall not be inaccurate, untimely, incomplete, fraudulent or misleading, including without limitation in connection with registration, your profile and/or use of the Services; (B) shall not infringe any third party's rights, including without limitation copyright, patent, trademark, trade secret or other propriety right or rights of publicity or privacy; (C) shall not violate any law, statute, ordinance, rule or regulation, including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising or the provision of child care, elder care or health care; (D) shall not be defamatory, libelous, threatening, harassing, abusive, or inflammatory; (E) shall not be obscene, indecent, suggestive, violent, offensive or contain pornography or be harmful to minors; (F) shall not contain any viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network; and (G) shall not create liability for Company or cause Company to lose (in whole or in part) the services of the Company ISPs or other partners or suppliers. Company may, but is not obligated to, review or delete any User Content that, in Company's sole discretion, violates these Agreement. Although Company has no obligation to screen, edit or monitor User Content, Company reserves the right, and has absolute discretion, to remove, screen or edit User Content or suspend or terminate User’s account for any reason or for no reason, including if it believes that any User Content violates any of the foregoing rules. Users agree to make no further use of the Service during suspension or after termination. Enforcement of the User Content rules set forth in these Agreement is solely at Company's discretion, and failure to enforce such rules in some instances does not constitute a waiver of Company’s right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. Although Company has no obligation to do so, Company reserves the right, and has absolute discretion, to remove, screen or edit User Content posted or stored on the Services at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing User Content you post or store on the Service at your sole cost and expense.
Ancillary Support Services. Company may offer ancillary support services to assist Users with childcare (collectively, “Ancillary Support Services”). Ancillary Support Services, including telephone and/or email communications with Company and the subsequent receipt, acceptance and/or use of information in connection with Ancillary Support Services, are subject to these Agreement, and each use of Ancillary Support Services, including telephone communications with Company and the subsequent receipt, acceptance and/or use of information in connection with Ancillary Support Services, whether by phone, email, or other medium or method, also constitutes a use of the Service subject to these Agreement. Company provides Ancillary Support Services for informational purposes only and does not deliver any professional advice, recommendation, endorsement, direction or guidance. Users further understand and agree that fees paid in connection with the Ancillary Support Services, if any, are for the delivery of information only and not for any advice, recommendation, endorsement, direction or guidance. Users receipt, acceptance and/or use of any information in connection with Ancillary Support Services is your further express understanding and agreement to be bound by these Agreement, including without limitation all limitations, disclaimers, releases and indemnities in this Agreement. Users understand and agree that any transaction with another User following the receipt, acceptance and/or use of information is a transaction between Users and not with Company. ANCILLARY SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS. COMPANY HEREBY EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY RELEASE COMPANY AND ITS AFFILIATES FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, HARMS, LOSSES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE ANCILLARY SUPPORT SERVICES, INCLUDING WITHOUT LIMITATION THE RECEIPT, ACCEPTANCE AND/OR USE OF INFORMATION IN CONNECTION WITH ANCILLARY SUPPORT SERVICES.
Intellectual Property Rights in Service. Except for the license expressly granted in these Agreement, you are not granted any rights in or to the Service by implication, estoppel, or other legal theory, and all rights in and to the Service not expressly granted in these Agreement are hereby reserved and retained by Company. The Service, the Company Content, and all information, materials, tools, code and content contained therein, including without limitation all text, graphics, logos, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, directories, queries, algorithms, structure, organization, and other content (collectively "Proprietary Material"), are owned by Company or its licensors and is protected by U.S. and international copyright law. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Company also owns the coordination, selection, arrangement and enhancement of such Proprietary Material as a collective work and/or compilation under the United States Copyright Act, as amended. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without Company's prior express written permission. Furthermore, Users are not allowed to post, distribute or reproduce any User Content that they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and subject you to termination or suspension from the Service and/or civil and/or criminal penalties. In addition, the Service contains material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of Company and/or the relevant right holder. The service marks, trademarks, logos and trade names appearing on this Service are owned by Company or are appearing on the Service with permission of the respective owners, and you acknowledge the rights of Company and the respective third parties therein. Users may not copy or use any of these service marks, trademarks, logos or trade names without the prior written permission of the owner.
Dispute Resolution; Binding Arbitration. Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from Company, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
No Representative Actions. Users and Company agree that any dispute arising out of or related to these Terms or our Services is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
Arbitration of Disputes. Except for disputes in which a Party seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, the Parties waive all rights to a jury trial and to have any other dispute arising out of or related to these Agreement or the Service, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, either party may submit a Dispute to binding arbitration administered by the American Arbitration Association (“AAA”). All Disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Any in-person arbitration proceedings will be held in New York City. The Parties agree that the arbitration will be conducted in accordance with the applicable AAA rules. The most recent versions of AAA rules are available on the AAA website and are hereby incorporated by reference. Users either acknowledge and agree that you have read and understand the AAA rules or waive their opportunity to read the AAA rules and waive any claim that the AAA rules are unfair or should not apply for any reason.
The Parties agree that this Agreement affects interstate commerce and that the enforceability of this Section 35 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the AAA rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator and the Parties will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that the Parties will not have the right to assert the claim.
If any portion of this section is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from this Agreement; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.
Venue. In the event that a tribunal or arbitrator of competent jurisdiction determines that the arbitration provision is unenforceable; or for any motions to compel arbitration or to enforce an arbitration award; or for any other litigation (if any) that is not prohibited by this Agreement, you agree that the exclusive forum and/or venue for any controversy, claim, suit, injury, harm, loss or damage arising from or in any way related to the use, inability to use or provision of the Service or these Agreement shall be any New York State court or Federal court sitting in New York County, New York, and you hereby submit to the exclusive jurisdiction of those courts for purposes of any such proceeding.
Last Updated: 14 Nov 2024