Call now for a free consultation: (615) 997-1288

2000 WARFIELD DRIVE
Nashville, TN 37215

(615) 997-1288
[email protected]

Terms Of Service

Welcome to CaregiversByWholecare.com/ (the“Site”) operated by Caregivers by
Wholecare. (“Caregivers by Wholecare” ,“we”,“us” or“our”). We provide our
visitors and members (collectively,“You” or“Your”) with a social network designed to
connect home care providers with care seekers and their families looking for home care
services. Your use of Caregivers by Wholecare products, software, services and web
sites (referred to collectively as the“Services”) is subject to these terms and conditions
(the“Terms of Use”) and form a binding agreement between You and us. Please
review the following terms carefully. Each time You access the Site or use the Services,
You are agreeing to be bound by these terms, whether You are a“Visitor” (which
means that You simply browse the Site), or You are a“Member” (which means that You
have established an account with us (Your“Account”)). If You do not agree to all of
these terms, Caregivers by Wholecare is unwilling to grant You access to the Site or
Services, and You must cease access to the Site and Services immediately. The
Caregivers by Wholecare Privacy Policy, available at CaregiversByWholecare.com/privacy-policy/,
is incorporated into these Terms of Use and together may be referred to as
the“Agreement” herein.
We may change the terms of these Terms of Use from time to time on a going-forward
basis. We will notify You of any such material changes by posting notice of the changes
on the Site, and/or, in our sole discretion, by email (for Members only). Any such
modifications become effective upon the earlier to occur of (i) Your acknowledgement of
such modifications; or (ii) Your continued access to and/or use of the Site or Services
after we post notice of such modifications. It is Your sole responsibility to check the Site
from time to time to view any such changes to the terms in the Terms of Use. If You do
not agree to any changes, if and when such changes may be made to the Terms of
Use, You must cease access to the Site and use of the Services. You give us
permission to email You for the purpose of notification as described above.
1. Member eligibility & accounts.
1. Eligibility. By using the Site, You represent and warrant that:
 You are at least 18 years old;
 You are and will continue to be a United States citizen and/or a
person legally authorized to work in the United States;
 You have the right, authority and capacity to enter into this
Agreement;
 You will abide by all the terms and conditions of this Agreement;
 neither You, nor anyone in Your household (A) has been the
subject of a complaint, restraining order or any other legal action,
arrested for, charged with or convicted of any criminal offense or
(B) has been and/or is currently required to register as a sex
offender in any jurisdiction or with any governmental entity.
2. Member Accounts. A Visitor may browse the Site in accordance with
these Terms of Use, 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 an Account with us. When You set up
an Account, You are required to select a unique user ID and password

(collectively “Account 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 Account
Credentials with any third parties, and You are solely responsible for
maintaining the confidentiality of Your Account Credentials. You
acknowledge and agree that we rely on Account Credentials to know
whether users accessing the Site and using our Services are authorized to
do so. If someone accesses our Site or Services using Your Account
Credentials, we will rely on the Account Credentials and will assume that it
is really You who is accessing the Site and Services. You are solely
responsible for any and all use of Your Account Credentials and Account
and all activities that occur under or in connection with Your Account
Credentials or Account. You agree to be responsible for any act or
omission of any users that access the Site or Services under Your
Account Credentials. You agree not to register for more than one Account
or register for an Account on behalf of any group or entity. If You are
creating an Account on behalf of a third party, You represent that you
have the authority to represent such third party and bind the third party to
this Agreement. For illustration purposes only, if You are creating a Care
Seeker account on behalf of a loved one who is seeking care, You
represent that your loved one has provided You with proper authority to
act on their behalf and that Your loved one will abide by this Agreement.

2. MEMBER VERIFICATION.
1. Member Verification by Members. You are responsible to make Your
own decision regarding the other Members that You engage through the
Site. Caregivers by Wholecare may make a third-party verification service
available to Members. Members may use this service to verify information
of other Members such as, but not limited to, name, address, social
security number, and criminal background. Use of a third-party verification
service is voluntary. If You decide to use or access information provided
by a third-party verification service offered through the Site, You do hereby
represent, understand and expressly agree that Caregivers by Wholecare
is a conduit for the third-party verification service and does not have
control over or assume any responsibility for the quality, accuracy, or
reliability of the information provided by the third-party verification service.
In addition, You understand that Caregivers by Wholecare may review the
information provided by the third-party verification service. If You use the
third party verification service, and such verification is governed by the
Fair Credit Reporting Act (the “FCRA”), You represent and warrant that
You will comply with the FCRA, which can be found
athttp://www.ftc.gov/os/statutes/fcrajump.shtm. Caregivers by Wholecare
expressly disclaims any and all liability that may result from the use of the
information provided by the third party verification service. Caregivers by
Wholecare expressly disclaims, and You expressly release
Caregivers by Wholecare from, any and all liability whatsoever for

any controversies, claims, suits, injuries and/or damages arising
from and/or in any way related to (a) any misstatements and/or
misrepresentations made by any Member or (b) THE ACCURACY,
TIMELINESS OR COMPLETENESS OF ANY BACKGROUND CHECK
provided to you in connection with the site or the services.
2. Optional Member Verification by Caregivers by Wholecare. You
understand and agree that Caregivers by Wholecare has the right, but not
the obligation, to independently verify any statement made by any
Member on the Site or verify that any Member meets any of the eligibility
criteria set forth above. In the event that Caregivers by Wholecare
chooses to verify the representations and warranties or any information
provided by You through Your use of the Site, You hereby authorize
Caregivers by Wholecare, either directly or through our vendors or service
providers, to attempt to verify such information, which verification may
include, without limitation, conducting criminal background checks, sex
offender registry checks, motor vehicle records checks, identification
verifications, credential verification checks, credit checks and/or using
available public records. You consent to any collection, use or disclosure
in order to accomplish such verification.

3. Caregivers by Wholecare is a Venue.The Site is a venue designed to connect
home care providers (“Care Providers”) with care seekers and their families
looking for home care services (“Care Seekers”). Caregivers by Wholecare
does not provide or arrange for home healthcare services. Caregivers by
Wholecare does not participate in the interaction between Care Providers and
Care Seekers except to process payments on behalf of Care Providers and
collect payments from Care Providers who use any of the Caregivers by
Wholecare Premium Services (defined below). Caregivers by Wholecare does
not provide any healthcare billing services. Any disputes related to the services
received by Care Seeker or payment due to Care Provider must be resolved
directly between Care Seeker and Care Provider. You understand and agree that
Caregivers by Wholecare has no control over and is not responsible for the acts
or omissions of any Members on or off the Site. You also understand and agree
that Caregivers by Wholecare makes no representation or warranty regarding the
quality of any services provided by any Member. Caregivers by Wholecare is not
responsible for the accuracy or reliability of any information provided by any
Member on the Site.
CAREGIVERS BY WHOLECARE EXPRESSLY DISCLAIMS, AND YOU
EXPRESSLY RELEASE CAREGIVERS BY WHOLECARE 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 ON OR OFF THE SITE, INCLUDING WITHOUT LIMITATION THE
PROVISION OF ANY CARE SERVICES BY ANY CARE PROVIDER.
4. OWNERSHIP. You understand and acknowledge that the software, code,
proprietary methods and systems used to provide the Site or 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 Use 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 Site
according to these Terms of Use. Furthermore, nothing in these Terms of Use
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 the
Site or in the Services constitute trademarks, tradenames, service marks or logos
(“Marks”) of Caregivers by Wholecare 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 Site or Services will be governed
by such third parties’ licenses and not by these Terms of Use.
5. Rules Regarding Information and other Content. When You access the Site
and/or Services, You obtain access to various kinds of information and materials,
all of which we call “Content.” Content includes information and materials posted
to the Site or 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 on the Site or 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 to the Site or 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:
o Infringes the copyright, trademark, trade secret, or other intellectual
property or proprietary right of others;
o Violates the privacy, publicity, or other rights of third parties, including
other Members;
o Violates any law, statute, ordinance or regulation, including laws regarding
anti-discrimination and false advertising;
o Is false or inaccurate or becomes false or inaccurate at any time;
o 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;
o Discloses or provides information protected under any law, agreement or
fiduciary relationship, including but not limited to proprietary or confidential
information of others;
o Misrepresents Your identity in any way;
o 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;
o Contains any advertising or solicitation for anything other than home care
services offer through the Site;
o Advocates or encourages any illegal activity; or
o 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.
Though we strive to enforce these rules with all of our Members, and our other
customers, You may be exposed through the Site or Services to Content that
violates our policies or is otherwise offensive. You access the Site and Services
at Your own risk. We may, but are not obligated to, delete Accounts and/or
remove Content from the Site if we determine or suspect that those Accounts or
Content violate the terms of these Terms of Use or the applicable agreement with
the offending Member(s). We take no responsibility for Your exposure to Content
on the Site or through the Services whether it violates our content policies or not.
2. General Rules of User Conduct. It is our goal to make access to our Site and
Services a good experience for Visitors and all of our Members. Correspondence
between Members is for the sole purpose of connecting Care Seekers, Care
Providers and other Members for purposes relating a Care Seekers home care. 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 conduct a
transaction through the Site and 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 Site or Services, use of the Site or Services or access to the Site or
Services for any purposes other than for which the Site or Services are being
provided to You, or do any of the following:
o Recruit, solicit or contact any Member for employment or contracting for a
business not affiliated with Caregivers by Wholecare;
o Contact other Members for any purpose other than as set forth in this
Terms of Use;
o Harass, intimidate or otherwise engage in illegal or offensive behavior with
respect to any other Member;
o Conduct or promote any illegal activities while using the Site or Services;
o Upload, distribute or print anything that may be harmful to minors;

o Attempt to reverse engineer or jeopardize the correct functioning of the
Site, or otherwise attempt to derive the source code of the software
(including the tools, methods, processes, and infrastructure) that enables
or underlies the Site;
o Attempt to gain access to secured portions of the Site or Services to which
You do not possess access rights;
o Upload or transmit any form of virus, worm, Trojan horse, or other
malicious code;
o Use the Site or 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);
o Use the Site or Services to stalk, harass or harm another individual;
o Use any high volume automatic, electronic or manual process to access,
search or harvest information from the Site or Services (including without
limitation robots, spiders or scripts);
o Interfere in any way with the proper functioning of the Site and Services or
interfere with or disrupt any servers or networks connected to the Site or
Services, or disobey any requirements, procedures, policies or regulations
of networks connected to the Site or Services;
o 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 Content contained on any such web page for
commercial use without our prior express written permission; and
Caregivers by Wholecare reserves the right, in its sole discretion, to
terminate Your use of the Site or assess a $10,000 daily penalty fee for
violation of this provision;
o Impersonate any person or entity, or otherwise misrepresent Your
affiliation with a person or entity; or
o Mirror or frame the Site or any Content, place pop-up windows over its
pages, or otherwise affect the display of its pages.
o Caregivers by Wholecare follows an equal opportunity employment policy
and employs personnel without regard to race, creed, color, ethnicity,
national origin, religion, sex, sexual orientation, gender expression, age,
height, weight, disability status, veteran status, military obligations, and
marital status.
o Caregivers by Wholecare is committed to serving all clients, their
caregivers and 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.

3. PAYMENTS.
The Site and basic Services of Caregivers by Wholecare, including access to the
Caregivers by Wholecare social network and Caregivers by Wholecare Forum,
are free for Members. Premium services, including secure messaging, shift
scheduling, time management, invoicing and payment processing services

(collectively,“Premium Services”) are available to Care Seekers for a fee. By
using our Premium Services, Care Seeker agrees to pay Caregivers by
Wholecare at the fees then in effect unless specifically notified otherwise.
Caregivers by Wholecare reserves the right, at any time, to modify its fees and/or
billing methods. In exchange for the Premium Services, Care Seeker authorizes
Caregivers by Wholecare to deduct the then-current fee from all payments
processed by Caregivers by Wholecare or a third party service provider on Care
Provider’s behalf.
Premium Memberships may be automatically extended for successive renewal
periods of the same duration as the membership originally selected (as indicated
at the time of sign-up). IF YOU SIGN UP FOR A MEMBERSHIP THAT IS
SUBJECT TO AUTOMATIC RENEWAL, YOU AGREE THAT THE TERM OF
SUCH MEMBERSHIP OR FEATURE WILL BE AUTOMATICALLY RENEWED
AT THE END OF EACH TERM UNLESS AND UNTIL YOU CANCEL PRIOR TO
THE END OF THE CURRENT TERM. BY CALLING CAREGIVERS BY
WHOLECARE AT 1-800-494-3106, BY EMAILING AT
[email protected], OR THROUGH YOUR ACCOUNT
SETTINGS. Upon automatic renewal, you authorize Caregivers by Wholecare to
charge your selected payment method the then current applicable fee in
accordance with membership plan you selected. Upon cancellation, you will have
access to the membership benefits until the end of the then-current membership
term, and the membership will not be renewed after that term expires. You will
not be eligible for a refund of any portion of the membership fees paid for the
then-current membership period. Caregivers by Wholecare is not responsible for
and will not reimburse any fees incurred by you from you bank or other financial
institution, including without limitation overdraft charges, insufficient funds
charges, interest charges, or finance charges, which may have occurred as a
result of charges billed by Caregivers by Wholecare.
If Care Provider uses our Premium Services to manage their home care services,
then:
o At the end of each billing period, an invoice is created for each Care
Seeker to whom the Care Provider provided care during such period;
o Each invoice is made available to the applicable Care Seeker through the
Site and an email with the invoice will be sent to the Care Seeker for
review.
o The Care Seeker reviews the invoice and, if approved, provides his or her
credit card or bank information to pay the invoice;
o Upon Caregivers by Wholecare receipt of (i) approval of the invoice from
Care Seeker, (ii) credit card or bank information to pay the invoice from
Care Seeker and (iii) authorization from Care Seeker for Caregivers by
Wholecare or its service provider to charge their credit card or bank for the
invoiced payment amount, then Caregivers by Wholecare, or a third party
service provider, will (i) charge the Care Seeker’s credit card or bank for

the approved amount and (ii) deposit the amount charged less the
applicable Caregivers by Wholecare fee into a Caregivers by Wholecare
account.
o Care Provider’s funds will be scheduled to be automatically deposited into
Care Provider’s bank account according to the bank details provided by
Care Provider, if the Care Seeker payment is made before 2:00pm Pacific
Time. If the payment is made after 2:00pm Pacific Time then the funds will
be scheduled to deposited into the Care Provider bank account on the
following business day. The time it takes for the funds to show in the Care
Providers bank account will be typically 2-4 business days, depending on
their financial institution.
o Care Seeker’s credit card or bank will be automatically charged in
subsequent billing periods upon Care Seeker’s approval of each invoice or
the expiration of the review period. The Care Seeker has a review period
of 2 days after invoice submission date to review and reject each Invoice
submitted by their Care Provider. If the Care Seeker doesn’t reject the
invoice within the 2-day review period, then the outstanding Invoice is
considered Approved and the Care Seeker authorizes Caregivers by
Wholecare to automatically charge their card for the amount due to their
Care Provider and applicable Caregivers by Wholecare fees.
o Care Provider is solely responsible for the accuracy of his or her bank
details, including Care Provider’s bank account number and bank routing
number. Caregivers by Wholecare expressly disclaims all liability related
to errors in fund deposits due to inaccurate or incomplete bank details
submitted by Care Provider.
Caregivers by Wholecare is not responsible for and will not reimburse any fees
incurred by Care Provider or Care Seeker from their bank or other financial
institution, including without limitation overdraft charges, insufficient funds
charges, interest charges, or finance charges, which may have occurred as a
result of charges billed by Caregivers by Wholecare.
Caregivers by Wholecare reserves the right to correct any errors in the payment
of Caregivers by Wholecare fees even if it has already requested and/or received
payment. Care Provider will remain responsible for the Caregivers by Wholecare
fee and any other applicable fees in connection with any refund or chargeback of
a Care Seeker’s payment.
Caregivers by Wholecare may use third party payment processing services to
process credit card or bank information. Caregivers by Wholecare expressly
disclaims any and all liability for any claims or damages related to Caregivers by
Wholecare use of third party payment processing services, including without
limitation any damage that may result should any such information be released to
any third parties.

For purposes of clarity, the Premium Services provided by Caregivers by
Wholecare to Care Provider do not include any services related to submitting
claims for reimbursement from any third party payer. In addition, no Care
Provider may make any claim for reimbursement from any third party payer,
including any private or governmental insurance provider, in connection with the
services provided to any Care Seeker by such Care Provider.
4. TEXT MESSAGES. Caregivers by Wholecare may send Members SMS text
messages in connection with the Services or otherwise. Receipt of the SMS text
messages from Caregivers by Wholecare is voluntary. By deciding to receive
SMS text messages from Caregivers by Wholecare, You give Caregivers by
Wholecare express permission to send SMS text messages to Your cellular
phone and/or mobile device. Additionally, You do hereby represent, understand
and expressly agree that Caregivers by Wholecare does not have control over or
assume any responsibility for the quality, accuracy, or reliability of this Service.
Carrier charges may apply for receiving SMS text messages. You are solely
responsible for any costs You incur when receiving SMS text messages from
Caregivers by Wholecare.
5. CAREGIVERS BY WHOLECARE FORUM. Caregivers by Wholecare Members
may use the Caregivers by Wholecare Forum Service designed to facilitate
communication between Care Seekers and their families with Care Providers and
other Members that the Care Seeker wishes to share information with, such as
their healthcare providers. The Caregivers by Wholecare Forum includes
discussion forums, document sharing, posting announcements, scheduling
events and related Services. Your use of the Caregivers by Wholecare Forum is
governed by this Agreement.
6. NO PROFESSIONAL ADVICE. All information, materials, content and/or advice
on the Site or 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. Caregivers by Wholecare expressly disclaims, and
You expressly release Caregivers by Wholecare from, any and all liability
concerning any treatment, action by, or effect on any person following the
information offered or provided within or through the Site. You should consult
with an appropriately trained specialist for all concerns that require professional
or medical advice.
7. PROMOTIONAL OFFERS. We may run promotional offers from time to time on
the Site. The terms of any such promotion will be posted on the Site. Unless
otherwise indicated, we may establish and modify, in our sole discretion, the
terms of such offer and end such offer at any time.
8. MODIFICATIONS TO THE SITE OR SERVICES. We reserve the right to modify
or discontinue the Site or Services with or without notice to You. We will not be
liable to You or any third party should we exercise our right to modify or
discontinue the Site and/or Services. If You object to any such changes, Your
sole recourse will be to cease access to the Site or Services. Continued access
to the Site or Services following notice of any such changes will indicate Your
acknowledgement of such changes and satisfaction with the Site or Services as
so modified.
9. Third Party Content and Other Websites. Content from other MEMBERS,
advertisers, and other third parties may be made available to You through the
Site AND/OR 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 Site and 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 Site and/or 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 Site or 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.
10. SUSPENSION/TERMINATION. You agree that we, in our sole discretion, may
immediately suspend or terminate Your access to the Site and Services at any
time, for any reason, without notice or refund. YOU AGREE THAT
CAREGIVERS BY WHOLECARE INC. WILL NOT BE LIABLE TO YOU OR ANY
OTHER PARTY FOR ANY SUSPENSION OR TERMINATION OF YOUR
ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT
OR YOUR CONTENT. SUSPENSION OR TERMINATION OF YOUR ACCOUNT
WILL IN NO WAY MODIFY, CHANGE OR VOID ANY PAYMENT OBLIGATIONS
YOU MAY HAVE INCURRED THROUGH YOUR USE OF THE SITE OR ANY
SERVICES, WHETHER SUCH OBLIGATION IS TO CAREGIVERS BY
WHOLECARE INC. OR A THIRD PARTY.
11. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT YOUR
USE OF THE SITE AND/OR SERVICES IS AT YOUR SOLE RISK. BOTH THE
SITE AND 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

SITE AND/OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT
THE SITE AND/OR 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 SITE OR
SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE
CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR
INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE
USE OF THE SITE OR 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 THE SITE, 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 SITE
AND SERVICES. IN ADDITION, CAREGIVERS BY WHOLECARE INC.
ADVISES YOU TO BE CAREFUL ABOUT WHEN AND HOW YOU MEET
OTHER MEMBERS, PARTICULARLY WHEN MEETING IN PERSON.
12. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE
ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND 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, CONSEQUENTIAL OR EXEMPLARY
DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
REVENUES, PROFITS, GOODWILL, USE, DATA, LOST REAL ESTATE
OPPORTUNITIES, 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 SITE OR
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 SERVICE PROVIDERS
OR FOR ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT

OR SERVICE PROVIDER SITES OR ANY OTHER SITE LINKED TO OUR
SITE. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN
CONNECTION WITH ANY ACT OR OMISSION OF ANY MEMBER. IF YOU
ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES,
YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE
SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS
ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED,
IN THE AGGREGATE, TO FIFTY DOLLARS (U.S. $50.00). Some jurisdictions
do not allow the exclusion of certain warranties or the limitation or exclusion of
liability for incidental or consequential damages. Accordingly, some of the above
limitations and disclaimers may not apply to You. To the extent that we may not,
as a matter of applicable law, disclaim any implied warranty or limit liabilities, the
scope and duration of such warranty and the extent of our liability will be the
minimum permitted under such applicable law.
WE reserve the right, but haVE no obligation, to monitor, or take any
APPROPRIATE action regarding, disputes that You may have with MEMBERS,
service providers 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.
13. INDEMNIFICATION. You agree to indemnify, defend and hold harmless
Caregivers by Wholecare 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 Site or Services,
(b) Your use of the Site or Services, (c) Your violation of these Terms of Use, (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 Site or Services.
14. 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:
o An electronic or physical signature of the person authorized to act on
behalf of the owner of the copyright interest;
o a description of the copyrighted work that You claim has been infringed;

o a description of where the material that You claim is infringing is located
on the Site or Services;
o Your address, telephone number, and email address;
o 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
o 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 Site or
Services can be reached by directing an e-mail to
[email protected]
15. 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 19 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 Use 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 Site and 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.
16. NO THIRD PARTY BENEFICIARIES. You understand and agree that, except as
otherwise expressly provided in this Agreement, there shall be no third party
beneficiaries to this Agreement.
17. NO AFFILIATION. You acknowledge that You are not legally affiliated with
Caregivers by Wholecare 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 Site or Services or by this
Agreement. Caregivers by Wholecare is not an employment service or agency
and does not secure employment for Members.

18. General Terms. You are responsible for compliance with all applicable laws. The
Terms of Use and the relationship between You and Caregivers by Wholecare
Inc. will be governed by the laws of the State of California, without giving effect to
any choice of laws principles that would require the application of the laws of a
different country or state. Any legal action, suit or proceeding arising out of or
relating to the Terms of Use, or Your use of the Site or Services must be
instituted exclusively in the federal or state courts located in the San Francisco,
California 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 Use are personal to You, and You may not
transfer, assign or delegate Your right and/or duties under these Terms of Use 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 Use, shown in boldface type, are included
only to help make these Terms of Use easier to read and have no binding effect.
Any delay or failure by Caregivers by Wholecare Inc. to exercise or enforce any
right or provision of these Terms of Use 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 Use constitute the
complete and exclusive agreement between You and Caregivers by Wholecare
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 Use, or portion
thereof, to be unenforceable, that provision of the Terms of Use will be enforced
to the maximum extent permissible so as to effect the intent of the parties, and
the remainder of these Terms of Use will continue in full force and effect.
19. SURVIVAL. All provisions that by their nature survive expiration or termination of
these Terms of Use shall so survive, including without limitation, Section 2,
Section 3, all limitations on liability explicitly set forth herein and our proprietary
rights in and to the Site, Content provided by us, Our Technology and the
Services.
20. NOTICE; CONTACT INFORMATION. We may give notice to You by email, a
posting on the Site, or other reasonable means. You must give notice to us in
writing via telephone at 1-800-494-3106, email to
[email protected] or as otherwise expressly provided.
Please report any violations of these Terms of Use to
[email protected]