Terms

Terms of Use Agreement

Section A. Introductory Terms

  1. Parties: This Terms of Use Agreement (the “Terms” or the “Agreement”) is made by and between YourPCA, Inc., a Delaware Corporation (“YourPCA” or “Company”) and the person or entity that has decided to use the Services (defined below) provided by YourPCA (“User” or “You”) (each a “Party” or collectively the “Parties”).
  2. Assent to Terms: By using or accessing YourPCA, You agree to the Terms of Use described in this document. This applies whether or not You register or ultimately use the Services or not.
  3. Acknowledgement of Ability to Understand this Agreement: By accessing this Site, You acknowledge that You have the ability to use and understand the Services and this Agreement, and that You do not suffer from diminished capacity, Alzheimer’s, dementia, or any other health conditions that could affect your ability to understand the Services and this Agreement. If You have suffered or believe You have ever suffered from diminished capacity, this Site is not intended for Your use.
  4. Services, Explained: The Company provides assistance to individuals who wish to seek out and provide personal care assistance (hereinafter, “Caregivers”) to those who wish to receive such services (hereinafter, “Clients”) (collectively, the “Services.”). The Company provides billing and scheduling assistance to such Caregivers. The company does not provide guidance or professional support for Caregivers in terms of how to perform their jobs. The Company does not provide any warranties, guarantees, or representations about the quality, professionalism, or ability of Caregivers to provide their assistance. The Company does not provide referrals, recommendations, or reviews or other guidance on the quality of the Caregivers or the Clients. The Company does not perform background checks or perform any research related to whether any person who uses the Services has a criminal background or any other problems that might make them unqualified or unfit to serve as a Caregiver.
  5. Definition, Site: Any reference to Site (“Site”) in this Agreement shall refer to www.YourPCA.com and related mobile and branded applications.
  6. No Employment Relationship: The Company provides a variety of tools to assist Caregivers and Clients themselves. What the Company does not do is have any employment relationship with Caregivers to provide assistance to Clients, or to the Clients. That said, depending on the nature of Client’s relationship with Caregiver, the Client may or may not have an employment relationship with Caregiver. It will be the User’s sole responsibility to comply with all federal and state laws related to employment or other issues related to the User’s use of the Services or persons met through the Services, including federal and state tax laws, occupational licenses, and other regulatory concerns.
  7. Disclaimer of Liability: FURTHER, THE COMPANY ASSUMES NO LIABILITY AND IS NOT RESPONSIBLE FOR CONDUCT OR ACTIONS OF CAREGIVERS, CLIENTS, OR USERS, WHETHER CONDUCTED ONLINE OR OFFLINE, OR FOR LIABILITY INCURRED THROUGH ACCIDENTS, NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL DAMAGES THAT MAY RESULT FROM INTERACTIONS BETWEEN CLIENTS AND CAREGIVERS.
  8. Subject to Change: These terms are subject to change by YourPCA at any time. If You have provided the Company with Your email address, the Company will send You a notification at least 3 days in advance of its implementation of any such change. If You have not provided the Company with Your email address You should review this Agreement on a regular basis for updates.

Section B. User Responsibilities

  1. User Representations:  Each User (including, but not limited to, all Clients and Caregivers) represents and warrants: (a) User has the authority and capacity to enter this Agreement, (b) if acting on behalf of an entity, that the User has authority to act on behalf of that entity (c) he or she has never received a complaint or been charged with any criminal offense involving violence, sexual assault, abuse, neglect, fraud, financial crimes, or endangering the safety of others, (d) User has never been required to register or been registered as a sex offender, and (e) User is at least 18 years of age.
  2. Representation Related to Responsibility to Investigate: Users bear all responsibility for performing any background checks or research related to any job posting or information provided on this Site. Interviewing, conducting background checks, and all other due diligence necessary to hire or work for someone found on this Site shall be THE SOLE AND EXCLUSIVE DOMAIN OF THE USER AND THE USER ALONE.
  3. Content: User represents and acknowledges that he or she alone is responsible for any content he or she posts on this Site. User shall not post defamatory, inaccurate, abusive, obscene, racially offensive, harassing, or illegal material, or any material that infringes on the rights of any third party.
  4. No Guaranty as to Accuracy of Information: Almost all of the content that appears on the Site has been generated by its Users. As such, Company does not provide any warranties with respect to the accuracy, truthfulness, quality, or reliability of such information.
  5. Right to Delete Content: Company reserves the right to delete or remove content from the Site for any reason and without notice.
  6. Acknowledgement of Power of Attorney: All Users must either be using this Site on his or her own behalf, or, if using the Services of behalf of someone else, acknowledge that he or she has a properly signed Power of Attorney in the state where Caregiver’s assistance is required to request Caregiver’s assistance on behalf of Client for whom the User has Power of Attorney.
  7. Prohibited Activities: Users shall not:
    1. Use the Site or its Services for any unlawful activities, whether unlawful under state, federal, or local laws.
    2. Contact any User after that User has requested that they no longer contact them.
    3. Use Client or Caregiver information without their permission.
    4. Access another User’s account without permission.
    5. Publish or allow to be published malicious code intended to damage another User’s browser or computer.
    6. Register to work in any capacity on this Site if not permitted to do so under applicable state and federal law.

Section C. Intellectual Property

  1. No Infringement: User agrees that the Services contain proprietary information and material that is owned by YourPCA and is protected by applicable intellectual property and other laws, including but not limited to trademark, copyright, and possibly patent or trade secret laws. You agree that You will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted in these terms or otherwise in writing by an authorized agent of the Company. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services in any manner, and You shall not exploit the Services in any unauthorized way. In no way should Your use of the Services be construed to diminish the Company’s intellectual property rights or be construed as to provide User a license or the ability to use the Services in any context other than as expressly permitted under this Agreement.
  2. DMCA Violations: If You believe any content on this Site infringes on Your copyright, You may request removal of the content by contacting the following address. The Company will respond to all requests as quickly as possible and to the best of its ability given its limited resources.

Section D. Termination for Cause

  1. Right to Terminate User Access: To protect the Company, its Caregivers, Clients, and Users, Company reserves the right to terminate or block the User’s access to this Site at any time, with or without cause. Should User violate any of the provisions of this Agreement, YourPCA, at its sole discretion, without notice to User may: (a) terminate the User’s account, while the User remains liable for all amounts due until and including to the scheduled date of termination; and/or (b) terminate all access to the Services and (c) preclude access to the Services (or any part thereof).

Section E. Disclaimer of Warranties, Limitation of Liability, and Indemnification

  1. Disclaimer of Warranties: ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  2. Limitation of Liability: IN NO EVENT SHALL YOURPCA BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM USE OF INFORMATION PROVIDED BY YOURPCA, WHETHER OR NOT USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF INFORMATION PROVIDED BY YOURPCA. IN NO EVENT SHALL YOURPCA 'S LIABILITY, IF ANY, FOR LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR USE OF THE SERVICES EXCEED THE AMOUNT PAID TO YOURPCA FOR THE SERVICES. FURTHER, THE COMPANY ASSUMES NO LIABILITY FOR SERVICES PROVIDED BY CAREGIVERS OR ACTIONS BY CLIENTS, WHETHER INCURRED THROUGH ACCIDENTS, NEGLIGENCE, RECKLESSNESS, OR INTENTIONAL DAMAGES THAT RESULT FROM INTERACTIONS BETWEEN CLIENTS AND CAREGIVERS.
  3. Indemnification. To the fullest extent permitted by law, User shall indemnify and hold harmless YourPCA, and agents and employees of YourPCA from and against claims, damages, losses and expenses, from any misrepresentations made under this Agreement. The User understands the meaning and legal consequences of the representations and warranties made by the User herein, and agrees to indemnify and hold harmless the Company and each of its respective affiliates, and each of the respective directors, officers, principals, employees, counsel, agents, successors and assigns, if any, of each of the foregoing, from and against any and all loss, damage, liability or expense (including, without limitation, attorney’s fees) arising out of, due to, relating to, or in connection with, in each case in whole or in part, any misrepresentation made by the User this Agreement, or any other agreement, instrument, or other document, any failure by the User to fulfill any of its covenants or agreements set forth herein or therein including but not limited to reasonable attorneys’ fees, arising out of or resulting from performance under this Agreement.  
  4. Assumption of Risk: You assume all risk related to or arising out of Your use of the Services, whether online or offline, whether You are a Caregiver or a Client.

Section F. General Provisions

  1. Successors and Assignees:  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective representatives, successors and permitted assigns.  This Agreement shall not be assignable by User. The Company, however, may assign this Agreement to an affiliate or in connection with a merger or sale of all or substantially all of such Party’s stock or assets.
  2. Arbitration: All claims and disputes arising under this Agreement are to be settled by binding arbitration in the State of Colorado. The arbitration shall be conducted on a confidential basis in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of such arbitration shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys fees.  An award of arbitration may be confirmed in a court of competent jurisdiction.
  3. Governing Law:  With deference to any of the other provisions of this Agreement related to arbitration and mediation, this Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any disputes shall be Denver, Colorado. The Parties hereby agree to waive the following defenses to any action brought in Colorado: forum non conveniens, lack of personal jurisdiction, insufficient process, insufficient service of process.
  4. Waiver: If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this Agreement, that party retains the right to enforce that term or provision at a later time.
  5. Severability.  If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Date of last Revision: November 22, 2015