Terms of Service - PSW

These Caribou Terms of Service - PSW (“Terms”) govern your relationship with Caribou Health Technologies Inc. (“Caribou”, “we”, “us”, “our” and terms of similar meaning), regarding your use of our service (collectively, the “Service”). hosted on our web-based, iOS and Android applications named Caribou PSW (together, the “App”), whether licensed, downloaded or otherwise accessed through third party sites or sources and related services

 

By accessing or using the Service, you expressly acknowledge that you have read and understand these Terms and accept and agree to be contractually bound by all of the terms and conditions set out herein, whether or not you have read them. You acknowledge that these Terms are a contract between you and Caribou, even though it is electronic and is not physically signed by you and Caribou, and it governs your use of the Service and takes the place of any prior agreement between you and Caribou.

 

If you do not agree to be bound by these Terms, you may not use or access the Service. In consideration for permitting you access to the Service and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged and agreed by accessing the Service, you agree as follows:

 

We reserve the right, in our sole discretion, to modify, alter or otherwise update these terms and conditions at any time without further notice and you agree to be bound by such modifications, alterations or updates, which shall be effective immediately upon being posted on the Service. Please check these terms and conditions periodically for any changes. You continued use of the Service following posting of the changes will indicate your acceptance of such modified terms and conditions.

 

1. About the Service 

The Service enables clients (including and limited to individuals and registered Substitute Decision Makers using the service on behalf of another applicable individual) (each a “Client” and collectively, the “Clients”)  to request bookings (each a “Request” and collectively, the “Requests”) directly to professional caregivers (each a “Caregiver” and collectively, the “Caregivers”) to deliver home care services (“Home Care Services”).

 

The Service facilitates the connection of a Client to you, a Caregiver, in the form of a Request. As such, you acknowledge that Caribou does not provide Home Care Services and that all such Home Care Services, including transportation to and from the Client, are provided by Caregivers that are employed by a home care agency (your employer, for example, a home care agency, retirement home, etc., each known as a “Service Provider” and collectively, the “Service Providers”), which is a separate entity from Caribou, and you are not employed by Caribou or any of our affiliates. Caribou is not a party to any agreement between the Clients, Caregivers, and the Service Providers for work to be performed, whether that agreement is formed via the Service or elsewhere.

 

Caregivers engage with Caribou in two principal ways: (1) by providing real-time availability, and (2) by accepting or rejecting Requests. The App will request real-time availability be submitted daily by each participating Caregiver. Each Caregiver will: (a) submit their availability for ‘Today’ and ‘Tomorrow’ that they are available to accept Requests and (b) specify which geographical region(s) they are willing to accept Requests in.  As the Caregiver you will be able to accept or decline Requests for Home Care Services from Clients that are in your specified geographic region(s).

 

Once an Account (defined below) is created for a Caregiver and the Caregiver updates their availability, that availability is visible to participating Clients who can submit a Request for Home Care Services within the available time slot. Your availability will only be visible to Clients that meet your specified region. You will not receive Requests outside your specified availability or region. All Caregivers are able to “block clients” from viewing their availability. In order to “block” a client, please contact your Service Provider. You have the right, in your sole discretion, to accept or decline any Request.

 

2. Privacy Policy and Other Agreements

We will collect some of your personal information to create your Account (as defined below). All personal information collected, used, or disclosed while using the Service is governed by our Privacy Policy, which can be found at https://www.caribou.care/privacy-policy. By using the Service, you agree to our use, collection, and disclosure of personally identifiable information in accordance with the Privacy Policy. In addition, by using the Service, you agree to be bound by any additional policies, guidelines, rules, obligations, and/or agreements communicated through the Service (even if they are not identified in the Terms), which may by published on the Service.

 

 

3. Caregiver Accounts and Information and Account Security 

To become a Caregiver, use the Service and be booked by a Client, you must register for an account (“Account”) on the App. In order to establish an Account, you must be employed by a Caribou customer that is a Service Provider, and will be required to provide certain personal information, set out in our Privacy Policy, the Terms and on the Service, such as an e-mail address with an approved Service Provider domain and your first name, that will be used to create your profile. 

 

Upon registering for an Account, you agree to (a) provide accurate, current and complete information as may be prompted by Caribou or your employer, a Service Provider (“Caregiver Information”); (b) maintain the security of your password; (c) maintain and promptly update the Caregiver Information, and any other information you provide to the Service, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Caregiver Information and any other information you provide to the Service. You also consent to posting or having your information posted on your profile that we and other users, including Clients, will have access to and be able to view.

 

If you establish an Account with us, access to your Account is not transferrable. You may not allow other persons or entities to use your Account, and you agree that you are the sole authorized user of your Account. You agree that you are responsible for any activity on your Account, whether or not you authorized that activity. You agree to immediately notify us of any unauthorized use of your Account. You may not impersonate any other person or entity while using the Service. We will not be liable for any loss or damage from your failure to comply with this obligation.

 

 

4. Acceptable Use Policy

You may not access or use the Service for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors.

 

As a Caregiver and user of the Service, you agree not to:

  • systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;

  • make any unauthorized use of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;

  • use the Service to advertise or offer to sell goods and services;

  • trick, defraud or mislead us and other users, especially in any attempt to learn sensitive account information such as passwords;

  • make improper use of our support services or submit false reports of abuse or misconduct; and

  • use any information obtained from the Services in order to harass, abuse or harm another person.

 

You are solely responsible for compliance with all applicable law.

 

 

5. Eligibility to Use the Service 

 

You must review the Terms, before using the Service. By using the Service, you represent and warrant that:

  1. you are at least 18 years of age;

  2. you are employed by a Service Provider that is a Caribou customer;

  3. you have the right, authority and capacity to enter into and abide by the Terms;

  4. you have read and understand the Terms and agree to be bound by them;

  5. you will only use the Service to provide availability and accept or reject Requests and you will only use this Service to provide availability and accept or reject Requests for Home Care Services that are within the scope of mandated services of the Service Provider;

  6. all information supplied by you to the Service or a user of the Service, whether at the time you establish your account or thereafter, is true, accurate, current, complete and not misleading;

  7. you will safeguard your Account information and will supervise and be completely responsible for any use of your account by you and anyone other than you.

 

In addition, to use the Service, you must have continued access to the internet. You are responsible for obtaining the data network access necessary to use the Service. Your mobile network’s data and messaging rates and fees may apply and you are responsible for such rates and fees. Although not required, the Service will provide SMS communication in addition to internet-based communication.

 

Caribou and your Service Provider retain the right, at their sole discretion, to deny access to this Service and the Home Care Services offered, to anyone, at any time and for any reason, including, but not limited to, for violation of these Terms.

 

 

6. Caregiver Credentials, Representations and Warranties and Responsibilities 

 

With respect to our provision of the Service, Caregivers can only register for an account and be active on the Service if they confirm that they possess, have and maintain all appropriate, up-to-date, valid and required licenses, credentials, approvals and authorizations to operate as a professional caregiver in Canada and in the province(s) in which they operate and operate in accordance with all applicable laws. 

 

By accessing the site and accepting these Terms, you hereby represent and warrant to Caribou, and covenant that such representations and warranties shall remain, true and correct for so long as you use the Services, that you:

  • possess, have and maintain all appropriate, up-to-date, valid and required licenses, credentials, approvals and authorizations (including, without limitation, if and as applicable, current registration with the applicable provincial licensing authority, diplomas and certificates, first aid and cardiopulmonary resuscitation (CPR) cards, food handling certificate, etc.) to work and render the specific Home Care Services in Canada and in the province(s) in which you are employed;

  • shall only accept a Request and provide Home Care Services if and when medically fit and in good health to do so;

  • shall provide Home Care Services in accordance with all applicable laws;

  • have obtained and continue to obtain all government and Service Provider required immunizations, including, without limitation, the immunization for TB;

  • will not (i) engage in reckless behavior while providing Home Care Services, (ii) provide Home Care Services while under the influence of alcohol or drugs, and/or (iii) take action that harms or threatens to harm the safety of anyone;

  • have never been convicted of and/or are not currently awaiting trial for any criminal offence, including but not limited to, an offence related to child pornography, sexual interference, theft, or any other offence that involves endangering the safety of others; and,

  • you are not, and have never been, a registered sex offender in any jurisdiction (collectively, the “Caregiver Credentials”)

 

You agree to promptly notify Caribou if any of such foregoing representations and warranties fail to be true or correct during any period where you are utilizing the Services.

 

You agree that you will not (a) make any misrepresentation regarding Caribou, any colleague or Client, the Service or your status as a Caregiver (b) engage in any activity in a manner that is inconsistent with your obligations under the Terms; and/or (c) engage in any fraudulent activity with Caribou, a colleague or a Client or in connection with your provision of the Home Care Services. If we suspect that you have engaged in any fraudulent activity, we may withhold applicable fees or other payments for bookings in question. You are not authorized to operate any type of machinery or automotive equipment and/or handle cash, negotiables or other valuables while providing Home Care Services.

 

Under no circumstances shall you hold yourself out as or be considered an agent, representative, employee, joint venturer, or partner of Caribou. Unless with our express permission, you have no authority to and will not exercise or hold yourself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of us. You are free to provide (a) Home Care Services to multiple Clients, as booked through the Service, subject to the Terms; and/or (b) services to other health care facilities who have not contacted you through the Service. Nothing herein is intended to or shall be construed as creating any exclusive agreement with a Client or Caribou. These Terms shall not restrict you from acquiring similar, equal or like services from other entities, sources or providers. You shall supply and use your own equipment necessary to effectively provide Home Care Services.

 

 

7. Service Provider Partners and Information Sharing

 

Caribou operates the Service in conjunction with the Service Providers. Service Providers may provide us access to your Caregiver Credentials, when providing you with access to the Service. You agree to provide Caribou, or your Service Provide through whom Caribou can obtain, all information we request in connection with your Caregiver Credentials, including, but not limited to, your criminal record, up-to-date immunization records, criminal background check documentation, and any further necessary authorization to facilitate our access to such records. You represent and warrant that all information you provide to us, your Service Provider or any user of the Service, whether at the time you establish your Account or thereafter, is true, accurate and not misleading. You consent and permit us to obtain, or ask your Service Provider to obtain, criminal background checks and other searches and verification checks via-third party providers. All fees associated with such background checks and other searches shall be your sole responsibility. The results of the background checks, other searches and/or any other information and documentation we obtain about or from you may impact whether or not you are eligible to use the Service and whether we accept your Account application. We retain the right, in our sole discretion, to accept, refuse and/or remove you from the Service based on such results. As well, without further notice to you, the results of such background checks, other searches and/or any other information and documentation we obtain about or from you or your Service Provider may either be: (a) displayed on the Service for others to see; and/or (b) sent to a Client upon their request. The Caregiver Credentials provided by Caregivers or Service Providers to Caribou, is the property of its respective owners. Caribou’s only right to use the Caregiver Credentials is limited to the purposes outlined in these Terms 

 

 

8. Caregiver and Service Provider Responsibilities 

 

We will provide you with any information related to the Client that we are authorized to give you and that we receive when Clients register to use the Service (“Client Information”). Caribou does not guarantee the legality or accuracy of any Client Information given by the Client or that may be communicated through the Service. You are encouraged to independently request and review such Client Information prior to relying on it. You are solely responsible for your use of or reliance on any Client Information.

 

While we take certain measures to screen account access to potential Clients, including, without limitation, requesting and obtaining Client Information, you acknowledge that such measures may not be exhaustive or reveal all details of a Client’s past or unlawful conduct. Your Service Provider is responsible for vetting and conducting due diligence on any Client you accept a booking with through the Service. You agree that the entire risk arising out of your engagement by a Client and rendering of Home Care Services remains solely with you and the Service Provider, to the maximum extent permitted under applicable law. Caribou does not guarantee the quality, suitability and/or reputation of the Clients. We are not responsible for nor do we have control over the work environment, quality of work, employees, contractors, patients and overall working conditions at a Client’s home, location, or facility.

 

If you have any problems or concerns with a Client, please notify your Service Provider. For the purpose of monitoring and providing quality assurance for the Service, Caribou may, but is under no obligation to, make follow-up visits or calls to a Client’s facility, at a mutually agreeable time, on an as-needed basis, as determined in the sole discretion of Caribou.

 

 

9. Wages and Tracking of Hours Worked 

 

Caribou does not facilitate the payment of wages. The Service merely tracks the hours of availability provided, the number of accepted and fulfilled or declined Requests, and all behaviors that dictate ‘PSW Rewards’ (outlined below). Caribou reports the total hours worked based on total hours of Requests accepted and provides these reports to your Service Provider. The Service Provider is responsible for ensuring these reports are inputted in their payroll systems for accurate payment of wages. Upon accepting a Request through the Service, you expressly acknowledge that you accept the hourly rate agreed between you and your Service Provider. You agree that we shall have no liability or responsibility for the withholding, collection or payment of any wages, taxes, employment insurance premiums, pension plan contributions, benefits or any other deductions or withholdings and as applicable, on any amounts paid to you on the basis of hours tracked through the Service. If any disputes arise as to the tracking of such time that require changes to the start or stop time, such disputes must be raised with your Service Provider.

 

By agreeing to these Terms, you accept the tracking of work behaviors by us, including but not limited to responsiveness to Requests, updated availability, consistency, etc., for the PSW Rewards Program (the “Rewards”). The purpose of the Rewards is to incentivize optimal behavior by the Caregivers, which includes behaviors such as quick responsiveness and regularly updated availability, and results in ‘stars’ being awarded to the Caregivers. Stars can be redeemed by a Caregiver to receive a bonus on the Caregiver’s upcoming pay from their Service Provider. The rate of bonus is to be determined and agreed upon between the Service Providers and their employees. You agree that Caribou does not accept or assume responsibility, nor shall you hold us liable or responsible, for the release or withholding of said bonus and if any disputes arise as to the collection of the bonus information, such disputes must be raised and dealt with by and between you and the Service Provider that employs you.

 

 

10. Availability, Cancellations, and Missed Care 

 

By agreeing to the Terms, you agree that the availability that you provide to us is accurate and represents your true willingness and ability to accept visits in the specified geographic region(s). You also recognize that a Request can come at any moment’s notice, whether the lead time is hours or minutes. Accepting a Request is a commitment to fulfilling that request for Home Care Services. Inability to fulfill an accepted Request may result in disciplinary action at the discretion of the Service Provider. This disciplinary action may include, but is not limited to: direct phone calls/ e-mails inquiring of the reason for missed care, temporary suspension from Caribou or the Service Provider, account termination, and/or employment termination. Caribou reserves the right to limit access, suspend, or remove an account at our own discretion at any point in time, for any reason. You accept and understand that Caribou will monitor availability provided, accepted visits, and missed care with the intention of ensuring all care visits are fulfilled. As such, Caribou will take disciplinary action in any instances where a Caregiver has compromised the integrity of the Service. Caribou does not have a cancellation notice policy as this is the responsibility of the Service Provider. All cancellations, whether from a Client or Caregiver, will be managed as deemed appropriate by the Service Provider. 

 

11. Ownership, Copyright, and Trademarks 

 

In these Terms, the content on the Service, whether made available to you or provided by you, including, without limitation, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.

 

The Service and any other software used to create and operate the Service is the property of Caribou or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Service, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. You agree that we do not accept or assume responsibility, nor shall you hold us liable or responsible for the accuracy or reliability of any information provided by any user on or off the Service. 

 

 

12. License to Use the Service, License, Restrictions, and Restricted Activations 

 

Caribou grants to you a revocable, non-exclusive, non-sublicensable, non-assignable license to use the Service, access the Service and to view the Content (the “License”).

 

Other than as expressly permitted in the Terms, the Service, the Content and the License are subject to the following restrictions and Account terms:

  1. The Service and your Account is for your use only. You may not resell, lease or provide it in any other way to anyone else, except as permitted through the Service.

  2. You may not make or distribute copies of the Service.

  3. You may not alter, merge or translate the Service, or decompile, reverse engineer, disassemble, or otherwise reduce the Service to a human-perceivable form.

  4. You may not modify, reproduce or create derivative works based on the Service and/or the Content.

  5. You may not use the Service for any application deployment or ultimate production purpose.

  6. You may not use the Service to develop any application, offering or service having the same or similar primary function as the Service.

  7. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.

  8. You may not otherwise use the Service or the Content other than for its intended purpose.

  9. You may not (i) impersonate any person or entity; (ii) stalk, threaten, or otherwise harass any person or entity; and/or carry any weapons.

  10. Unless explicitly stated herein, nothing in the Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The License in this Section is revocable by Caribou at any time.

  11. Your use of the Service and the Content must not infringe or violate the rights of any other party, breach any contract or legal duty you have to any other parties or violate any applicable law (including, without limitation, any patent, trademark, trade secret, copyright or other intellectual or proprietary rights).

  12. You may not (i) index, scrape “data mine”, survey or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (ii) link directly or indirectly to any other websites, applications or services.

  13. You may not transfer or sell your Account, password and/or identification to any other party.

 

Any future release, update, or other addition to functionality of any Service shall be subject to the Terms, unless otherwise provided in terms associated with such addition. 

 

 

13. Security of the Service 

 

To ensure reliability and to protect the Service, the Content and the Client and Caregiver Information, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Service, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.

 

While we strive to have error free and uninterrupted service, we do not guarantee the absence of interruptions nor shall you hold us liable for any damage such interruptions may cause. Caribou does not guarantee that the App will function without interruption or errors in functioning. In particular, the operation of the App may be interrupted due to maintenance, updates, or system or network failures. Caribou disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, Caribou disclaims all liability for any malfunctioning, impossibility of access, or poor use conditions of the Services due to inappropriate equipment, disturbances related to internet service providers, to the saturation of the internet network, and for any other reason.

 

 

14. Warranty and Disclaimer 

 

EVERYTHING ON THE SERVICE AND PROVIDED AS PART OF THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM CARIBOU OF ANY KIND, EXPRESS OR IMPLIED. CARIBOU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CARIBOU DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CLIENT INFORMATION, CAREGIVER INFORMATION OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICE, CLIENT INFORMATION, CAREGIVER INFORMATION AND/OR THE CONTENT OR ANY PORTION THEREOF.

 

THERE ARE POTENTIAL RISKS, INCLUDING BUT NOT LIMITED TO THE RISK OF PHYSICAL HARM, WHEN YOU DEAL WITH SOMEONE (PERSON OR ENTITY) YOU CONNECT WITH THROUGH THE SERVICE. YOU ASSUME ALL RISKS ASSOCIATED WITH DEALING WITH OTHER PERSONS AND/OR ENTITIES WITH WHOM YOU MEET OR COME IN CONTACT THROUGH THE SERVICE. WE PROVIDE NO ASSURANCES, GUARANTEES OR REPRESENTATIONS (EXPRESS OR IMPLIED) REGARDING THE QUALITY, REPUTATION, LEGALITY, INTEGRITY, RESPONSIBILITY OR ACTIONS OF ANY CLIENTS, WHETHER IN PUBLIC, PRIVATE, ONLINE OR OFFLINE INTERACTIONS. EVEN IF LISTED ON THE SERVICE, AND EVEN IF A USER HAS RECEIVED FAVORABLE REVIEWS ON THE SERVICE, WE DO NOT ENDORSE, REFER OR RECOMMEND ANY CLIENTS. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICE REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 

 

15. Limitation of our Liability

 

You waive and shall not assert any claims or allegations of any nature whatsoever against Caribou, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to the use of the Service, Client Information, Caregiver Information or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, Client Information, Caregiver Information or allegations that Caribou and/or any Released Party has or should indemnify, defend or hold harmless you or any third-party from any claim or allegation arising from your use or other exploitation of the Service. You use the Service at your own risk.

 

Without limitation of the foregoing, you agree that, to the fullest extent permitted by law, in no event will Caribou or any other Released Party be liable, howsoever caused, for any direct, indirect, special, incidental, punitive, exemplary or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Service, Client Information, Caregiver Information or the Content, including without limitation, any damages caused by or resulting from your reliance on the Service, Client Information, Caregiver Information or other information obtained from or by Caribou or any other Released Party or accessible via the Service, or that result from mistakes, errors, omissions, interruptions, deletion of Client or Caregiver Information or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Caribou or any Client, Caregiver, user or other Released Party’s records, programs or services, regardless of legal theory and whether or not we have been warned of the possibility of such damages and whether those damages were foreseeable or not.

 

In no event shall the aggregate liability of Caribou, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory and/or for any and all claims relating to or in any way arising out of or related to the use of the Service, or in any way related to the Terms, exceed any amount paid by you for access to the Service during the two (2) months prior to the date of any claim, if any.

 

To the fullest extent permitted by law, without limiting the generality of this Section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including but not limited to, the negligent acts or omissions, of our Clients, independent contractors, third-party partners, employees, and/or any other third-party service providers.

 

If you are dissatisfied with the Service, or do not agree with any part of the Terms, or have any other dispute or claim with or against us or any other Released Party, then your sole and exclusive remedy is to discontinue accessing and using the Service.

 

 

16. Indemnification

 

You shall defend, indemnify and hold harmless Caribou and the other Released Parties from any and all claims, losses, demands, damages, costs, expenses, proceedings and liabilities (including reasonable legal fees) of every kind and nature, known and unknown, which may arise from or are in any way connected with, among other things, (i) your violation of the Terms; (ii) your violation of any third-party right or the rights of another user of the Service; (iii) any breach of a representation or warranty made by you to us, either in the Terms or otherwise; (iv) our use of your Caregiver Information uploaded to the Service or otherwise provided to us; (v) the use of the Service by any person to whom you give access to your Account; and/or (vi) your use of, access to, and/or activities in connection with the Service.

 

Caribou reserves the right, but has no obligation, to monitor and/or manage disputes between you and other users of the Service. If you have a dispute with other users, you release and hereby agree to indemnify, defend and hold harmless Caribou and the Released Parties from any and all claims, demands, losses, damages, costs, expenses, proceedings and liabilities (including reasonable legal fees) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

 

 

17. Waiver of Class Proceedings and Trial By Jury and Disclosure Of Information Pursuant To Court Order, Subpoena Or Other Legal Process

 

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us and/or a Released Party. To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of the Terms.

 

We reserve the right to provide your Caregiver Information and other user information (including but not limited to your personal and/or business information) uploaded or collected by the Service, to third-parties, if required by law (such as in response to a subpoena, court order or other legal process in any jurisdiction), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

 

If we are required by law to make any disclosure of your Caregiver Information, we may (but are not obligated to) provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.

 

 

18. Term, Termination/Modification of License and Site Offerings

 

This agreement commences on the date you accept this Agreement and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms.

 

Notwithstanding any provision of the Terms, we reserve the right, without notice or liability to you, in our sole discretion and without cause or justification, to (a) terminate your license to use the Service, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Service or the Content; (c) change, suspend or discontinue any aspect of the Service or the Content; and/or (d) impose limits on the Service or the Content. The Service is not available to users who have had their Account temporarily or permanently deactivated. You may terminate these Terms and your use of the Service at any time. When you terminate these Terms, you must cease using the Service immediately. When your account is terminated, any Caregiver Information you have uploaded may survive the termination of these Terms, and you hereby grant that we may retain an anonymous archival copy of your Caregiver Information for our internal business purposes.

 

As the Service continues to change, we may, at any time, in our sole discretion, revise the Terms by updating this page or the page hosting the relevant policy, rule, guideline, obligation and/or agreement. If any information or terms posted to the Service concerning fees, tax, discounts, refunds or cancellations are posted in error, we reserve the right to amend those terms. The date of the last version of the Terms is posted above. We may notify you of any significant changes to the Terms by sending a notice to the email address registered on your Account, or by placing a notice on the Website or the Applications visible to you the next time you access the Website or the Applications. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Website or the Applications. You are responsible for reviewing the amendments to the Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Service after such amendments have been posted. If you do not agree with the amendments, you shall immediately stop accessing the Service and terminate your Account, subject to the terms and conditions provided for in the Terms.

 

 

19. Communications and User Submissions 

 

By creating an Account, you agree to receive certain communications from Caribou. For example, you will receive notifications, newsletters and/or other promotional emails. You can opt-out of non-essential communications. Notices that we give you (other than notice of amendment of the Terms, which is discussed below) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Account. Second, we may post a notice to you in the User Account page of the Applications. Third, we may post the notice elsewhere on the Website or Applications. When we post notices on the Website or Applications, we post them in the area that is suitable to the notice. It is your responsibility to periodically review the Website or Applications for notices.

 

Subject to the Privacy Policy, you acknowledge that Caribou is free to use, reproduce, modify, disclose, transmit or post any communications, whether verbal or in writing, including data, information, ideas, inventions, concepts, techniques, know-how evaluations, questions, comments, suggestions, or similar, you transmit to Caribou (“User Submissions”), for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information, without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not share them with us through the Service or otherwise.

 

 

20. Applicable Law

 

The Service is controlled by Caribou and operates in Ontario, Canada. Therefore, the Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada (and any Canadian federal laws applicable therein) as it applies to agreements entered into and to be performed entirely within such province and, to the extent permitted, without regard to any conflict of laws provision. 

 

If you choose to access the Service from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Caribou and the other Released Parties for you failure to comply with any such laws.

 

 

21. Miscellaneous

 

If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Where a provision in the Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafter, shall substitute. Our failure to enforce any right or provision of the Terms will not be deemed a waiver of such right or provision. 

 

The Terms shall enure to the benefit of and are binding upon the parties and their respective successors and permitted assigns. You agree that we may assign any or all of our rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Caribou, and any such attempted assignment will be void and unenforceable. Violation of the Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of the Terms. The Terms constitute the entire agreement between you and Caribou regarding your use of the Service, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Caribou regarding your use of the Service.