TERMS OF SERVICE
Eldercare Technology Inc. (“AgePath”, “we”, “our”, or “us”) designs, develops and sells business management software-as-a-service (“Software”) to service providers (“Providers”, “you”, or “your”). AgePath also offers marketing and web development services (“Additional Services”) to Providers.
This document explains the terms by which you may use our Software and Additional Services (collectively referred to as “Service”) as a Provider, including but not limited to our software, web sites, and mobile services.
ACKNOWLEDGEMENT & ACCEPTANCE
By using or accessing our Service, you represent that you have read, understood, and agree to be bound by the following terms and conditions (“Terms of Service” or “Agreement”) and relevant Order Form. AgePath may amend this Agreement and your continued use of the Service after any changes are made to this Agreement shall constitute your consent to such changes. Any new features that augment the Service or additional services will be subject to the Agreement.
Access and use of the Service is permitted only by individuals or corporations who can form legally binding contracts under applicable law. If you do not qualify, do not use the Service. You may not use our service for any unlawful purposes or in furtherance of illegal activities. You agree to not violate any laws in your jurisdiction, including but not limited to any copyright laws or prohibited referral fee arrangements.
Provider will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service; modify, translate, or create derivative works based on the Service.
Subject to the terms in this Agreement and relevant Order Form, AgePath will use commercially reasonable efforts to provide you with Software, which may be used by individuals to schedule appointments and ask questions utilizing web browsers, mobile phones, tables and/or other devices that are designated by AgePath as compatible with the Software. AgePath grants you a limited, non-transferable, non-sublicensable, non-exclusive license to use the Software during the Subscription Term. The Software is licensed and not sold, and no ownership interest in the Software is transferred under this Agreement. AgePath retains all rights in and to the Software, including patents, trademarks, copyrights, trade secretes, and any other proprietary rights included in our associated with the Software and/or Additional Services. Providers grant AgePath the right and permission to use your logos and/trademarks for marketing and sales purposes.
Subject to the terms in this Agreement and relevant Order Form, AgePath will use commercially reasonable efforts to provide you with Additional Services as outlined on the relevant Order Form.
You agree to pay a one-time setup fee to AgePath (“Setup Fee”) for each Provider location. The total amount of the initial Setup Fee due payable by you shall be specified in the relevant Order Form.
Software Subscription Fees
During the Subscription Term, you shall pay AgePath a subscription fee (“Software Subscription Fee”). The Software Subscription Fee due payable by you shall be specified in the relevant Order Form.
Additional Services Fees
If Additional Services are required, you shall pay AgePath Additional Services fee s(“Additional Services Fees”). The Additional Services Fees due payable by you shall be specified in the relevant Order Form.
The terms of your subscription for use the Software and/or Additional Services (“Subscription Term”) shall begin on the effective date stated in the relevant Order Form, and shall continue based on the Subscription Term stated on the relevant Order Form (typically monthly, semi-annually, or annually) until terminated by either party in the manner described below.
Either party may terminate the Subscription Term with thirty (30) days written notice. Any notice given under this Agreement must be made in writing by personal delivery, first class mail, or email. Any notice shall be effective on the date of mailing or on the date of personal delivery.
CONFIDENTIALITY & PRIVACY
You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” of AgePath, Software or Additional Services, without AgePath’s express written permission (which it may withhold in its sole discretion). “Confidential Information” includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to AgePath, or any of its affiliates, including, but not limited to, features, functionality and performance of the Service and information, content, or submission data on the Platform. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify AgePath and to fully cooperate with AgePath in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by this Agreement. Without limiting the foregoing, you shall not use Confidential Information for personal benefit. The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person or corporation under legal obligation not to disclose the information.
You agree that AgePath may collect, synthesize and retain information about you, from the Service and other third-party sources (“Provider Information”). You agree that AgePath may use and share Provider Information to, without limitation, contact you concerning your Service, to manage your account, to administer compliance policies and procedures, to market AgePath’s services, and to comply with applicable laws and requests from government authorities. You agree that we may disclose Provider Information as required by law, to protect AgePath’s rights, or for the prevention, detection or disclosure of a crime.
AgePath may use consumer data, including but not limited to name, email, phone, address, entered directly or imported by the Provider into the Software for relevant notifications (e.g. appointment confirmations) and/or other AgePath discretionary marketing communications.
WARRANTY & DISCLAIMERS
AgePath shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service. Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AgePath or by third-party providers, or because of other causes beyond AgePath’s reasonable control, but AgePath shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, AGEPATH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE IS PROVIDED “AS IS” AND AGPEATH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.
AGEPATH DOES NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR PROVIDER. THE DECISION TO ENTER INTO AN AGREEMENT FOR ANY SERVICE BELONGS ENTIRELY TO THE CONSUMER. AGEPATH DOES NOT WARRANT THE PROVIDERS PERFORMANCE OR THE QUALITY OF CARE, GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY PROVIDER. AGEPATH DOES NOT CONTRACT FOR OR PERFORM, AND IS NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE CONSUMER IN THE SERVICE REQUEST. AGEPATH MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY PROVIDER OR THE PROVIDERS ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE CONSUMER’S REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT AGEPATH MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY SERVICE PROVIDER.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS AGEPATH AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGING MEMBERS, MANAGERS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM ANY AND ALL ACTIONS, CAUSES OF ACTION, CLAIMS, CHARGES, DEMANDS, COST, EXPENSES AND DAMAGES (INCLUDING ATTORNEYS’ FEES AND EXPENSES) AND LIABILITIES OF ANY KIND WHATSOEVER DIRECTLY OR INDIRECTLY RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH YOUR BREACH OR VIOLATION OF ANY AND ALL PROVISIONS OF THIS AGREEMENT OR OTHERWISE FROM YOUR USE OF SERVICES.
LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL AGEPATH PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICE AND OTHER CONDUCT AS A PROVIDER, OR YOUR INTERACTIONS OTHERWISE WITH AGEPATH PARTIES OR CLIENTS. AGEPATH PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF AGEPATH PARTIES ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES PAID BY THE PROVIDER TO AGEPATH IN THE SIX (6) MONTHS PRIOR TO THE DATE THAT THE ALLEGED ACT THAT GAVE RISE TO THE LIABILITY OCCURED.
YOU AGREE THAT YOU ARE LEGALLY ALLOWED TO PAY ANY FEES TO AGEPATH OUTLINED IN THE RELEVANT ORDER FORM. AGEPATH MAKES NO WARRANTY TO YOUR LEGAL OBLIGATION, INCLUDING REFERRAL FEE PROHIBITIATIONS, UNDER APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS IN YOUR JUSRIDICATION.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY INTERACTIONS WITH CONSUMERS. CONSUMER’S RIGHTS UNDER CONTRACTS THEY ENTER INTO WITH PROVIDERS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. SHOULD A CONSUMER HAVE A DISPUTE WITH ANY PROVIDER, THE CONSUMER SHOULD ADDRESS SUCH DISPUTE WITH THE PROVIDERS DIRECTLY. AGEPATH IS NOT A PARTY OR THIRD-PARTY BENEFICIARY TO THE CONTRACTS BETWEEN CONSUMERS AND PROVIDERS. You are solely responsible for all Customer service issues relating to your services, including pricing, fulfillment, cancellation by you or, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes.
ARBITRATION, GOVERNING LAW AND VENUE
THE VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT AND RELEVANT ORDER FORM SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT.
AGEPATH MAY AMEND OR MODIFY THIS AGREEMENT AT ANY TIME AT AGEPATH’S SOLE DISCRETION. UNLESS OTHERWISE SPECIFIED BY US WHEN POSTED, ALL MODIFICATIONS WILL BE EFFECTIVE UPON POSTING. IF YOU DO NOT AGREE TO ANY MODIFICATION(S), YOUR ONLY RECOURSE WILL BE TO TERMINATE YOUR SERVICE. IF YOU CONTINUE ACCESS OR USE THE SERVICE AFTER ANY MODIFICATION BECOMES EFFECTIVE, THEN YOUR USE WILL CONSTITUTE ACCEPTANCE OF SUCH MODIFICATION. NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR OBLIGATIONS HEREUNDER MAY BE ASSIGNED, DELEGATED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE, BY YOU WITHOUT OUR PRIOR WRITTEN CONSENT (WHICH CONSENT WE MAY WITHHOLD IN OUR SOLE DISCRETION), AND ANY SUCH ASSIGNMENT, DELEGATION OR TRANSFER BY YOU WITHOUT SUCH PRIOR WRITTEN CONSENT SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT WHATSOEVER. THIS AGREEMENT SHALL BE BINDING UPON AND INURE SOLELY TO THE BENEFIT OF YOU AND AGEPATH AND THE SUCCESSORS, ASSIGNS. WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OF THIS AGREEMENT AND THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND ENFORCED AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
Please contact support (at) agepath.com with any questions. Thank you!
Updated August 3, 2016