ELDERCARELINK Terms of Use

Updated May 4, 2009

The following terms of use ("Terms of Use") govern your use of the www.eldercarelink.com website (the "Site"). It is vitally important that you read the Terms of Use carefully as your use of the Site and the services and goods provided through our Site will constitute your agreement to be legally bound by the terms and conditions set forth in these Terms of Use.

If for any reason you do not agree to these Terms of Use in their entirety, you may not use the Site or the services provided by the Site.

We may amend these Terms of Use from time to time. If you continue to use the Site and/or the services provided by the Site after the amendments become effective, you are deemed to have agreed to be bound by the Terms of Use as amended. If you do not agree to the amended Terms of Use, then you agree not to use the Site and the services provided by the Site.

To use this Site and the services, you must be of legal age to enter into a binding contract and not be prohibited from using the Site or the services by the laws of the jurisdiction from which you access the Site or the services.

1. Our Service

The Site provides a service where it matches requests from potential customers with providers who provide medical, healthcare and other related products and services (the "Service"). The information users provide to us in a matching request will be sent to providers in our network. ElderCarelink is not involved in the actual transaction between customers and providers and does not promote or recommend any particular provider. Consequently, ElderCarelink cannot guarantee that a transaction will occur or if it does occur that it will satisfy the needs of either user or provider. All fees associated with the Service are paid by our providers.

The Site may also provide content relating to medical and healthcare products and services but does not provide medical advice.

All rights relating to the Site, including ownership as to content, materials, trademarks and other intellectual property contained in the Site, are the exclusive property of ElderCarelink. You may not copy, reproduce, publish, disassemble, decompile, modify or make any other use of the Site or content contained on the Site other than as expressly provided hereunder or as may be expressly permitted by ElderCarelink in writing.

2. Use of the Services.

You are responsible for maintaining the accuracy and sufficiency of information you supply to the Site and agree to provide and maintain true, complete and correct information on the Site.

If you are a potential customer of the Service, you authorize ElderCarelink to provide the information that you submit in a request for information to providers for the purpose of matching your request with the services of providers. Such authorization shall continue in effect until ElderCarelink receives written direction from you to cease providing such information to providers.

The following restrictions apply to your use of the Service:
(a) Your use of the Service is subject to all applicable laws and regulations and must be consistent with the security and reliability of the Service and the World Wide Web.

(b) You are solely responsible for the content of your transmissions and the products or services you buy or sell through the Service.

(c) You acknowledge and agree to all of the then-current terms of our privacy policy as set forth on the Site and as updated from time to time by ElderCarelink in its sole discretion.

3. Prohibited Conduct.

You must not: (a) use the Service for any illegal purpose or for the transmission of any material that is unlawful, harassing, libelous, invasive of another's privacy, harmful, obscene, tortious, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another; (b) directly or indirectly, interfere or attempt to interfere with the proper working of the Site, any account, or any communication or transaction being conducted on our Site; (c) use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content on the Site without our prior expressed written permission; (d) take any action which imposes an unreasonable or disproportionately large load on our infrastructure; (e) take any action which imposes an unreasonable or disproportionately large load on our infrastructure; (f) use or disclose (to anyone except ElderCarelink) any confidential information you obtain from ElderCarelink; (g) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, use a false email address, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Service; (h) send any unsolicited e-mail or advertising to any known user; or (i) allow anyone else to use your email address or access the Site using your email address and you agree to notify ElderCarelink immediately of any unauthorized use of your email or any other suspected breach of security as to the Site.

4. Links.

The Site may provide links to external websites. ElderCarelink and its affiliates do not endorse and are not responsible for the availability of these external websites or for any content, advertising, products, or other materials on or available from such external websites. Your use of and dealings with the owners or operators of these external websites are at your own risk. You cannot make any claim against ElderCarelink or its affiliates arising out of your use of external websites.

5. Content You Submit.

By posting or submitting content on or to the Service or Site, including, without limitation, commentary, customer reviews, testimonials, feedback and messages (regardless of the form or medium with respect to such content, whether text, videos, photographs, audio or otherwise), you grant ElderCarelink and its affiliates, agents and third party contractors a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, display, publish, publicly perform, publicly display and distribute any content you submit, post or display through the Service or the Site. You agree that any content you submit may be republished anywhere on our Site or in any of our newsletters without your prior consent. Your content may also be referenced in other publications and marketing materials not affiliated with ElderCarelink. You shall be solely responsible for your own submissions and the consequences of posting or publishing them. In connection with each of your submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to grant the above license to ElderCarelink. You agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to or infringes or misappropriates third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant ElderCarelink all of the rights granted herein; (ii) publish falsehoods or misrepresentations; (iii) use the Service or the Site for any illegal purpose or submit material that is unlawful, obscene, harmful, tortious, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post personal identity information such as credit card numbers, or (v) post advertisements or solicitations, including income opportunities, unless you have received our prior express written consent. ElderCarelink reserves the right to remove or not publish submissions without prior notice.

If you are a copyright owner or agent thereof and believe that user content on the Site or Service infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) the URL of the location containing the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) 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 (vi) 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 can be reached at:

6. Your Requests for Information.

We may reject any request for information for any reason or no reason, including, without limitation, if a request (i) does not appear legitimate, (ii) is not filled out in its entirety, or (iii) is determined by ElderCarelink to violate any of these Terms of Use.

Your contact information will be retained by ElderCarelink, however, except as set forth herein and in our privacy policy, we will not sell your information to any third parties. ElderCarelink is not a covered entity under the Health Insurance Portability and Accountability Act, often referred to as HIPAA. You may receive communications by email to confirm your request and to later provide us with feedback. You may also receive newsletters and special promotions from ElderCarelink, but you may opt to be removed from these distributions at anytime as set forth in our privacy policy.

7. Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT ALL CONTENT AND SERVICES PROVIDED ON OR THROUGH THIS SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. ELDERCARELINK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE VIEWS AND OPINIONS EXPRESSED ON ANY FORUM, CHAT ROOM, MESSAGE BOARD OR BLOG ON THE SITE DO NOT REFLECT THE VIEWS AND OPINIONS OF ELDERCARELINK.
NEITHER ELDERCARELINK, ITS AFFILIATES AND RELATED ENTITIES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE CONTENT OF THE SITE AND THE SERVICE ARE ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT THE CONTENT OF THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT YOUR INFORMATION WILL BE KEPT PRIVATE AND CONFIDENTIAL (EXCEPT AS SET FORTH IN ELDERCARELINK'S PRIVACY POLICY). YOUR USE OF THIS SITE AND THE SERVICE IS SOLELY AT YOUR OWN RISK.

FOR THE AVOIDANCE OF DOUBT, ELDERCARELINK WILL BEAR NO LIABILITY FOR ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIALS DISPLAYED, PURCHASED, OBTAINED OR SOLD BY YOU IN CONNECTION WITH THE SERVICE OR THE SITE. FURTHERMORE, ELDERCARELINK DOES NOT ENDORSE, WARRANT OR GUARANTEE THE PRODUCTS OR SERVICES OF ANY OF ITS PARTNERS.

8. Limitation of Liability.

ELDERCARELINK AND ITS DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AFFILIATES, SUCCESSORS AND ASSIGNS (THE "ELDERCARELINK PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR THE SITE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED, OBTAINED OR SOLD OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR THE SITE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR INFORMATION, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA, IDENTITY THEFT, OR OTHER INTANGIBLE, EVEN IF THE ELDERCARELINK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ELDERCARELINK PARTIES' COLLECTIVE MAXIMUM LIABILITY TO YOU UNDER OR RELATED TO THESE TERMS OF USE SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SERVICES, IF ANY. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT.

9. Indemnification

You agree to indemnify and hold each of ElderCarelink, its affiliates, officers, directors, employees, partners, representatives, contractors, successors and assigns harmless from any claim or demand, including attorneys' fees, arising out of your use of the Site or the Service or your violation of our Terms of Use, or the infringement by you of any intellectual property or other right of any person or entity.

10. Termination.

If you breach any provision of the Terms of Use, you may no longer use the Service or the Site. You may cease using the Service or the Site at any time.

ElderCarelink may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Service or the Site or any part of it at any time, for any reason, without notice to you and without liability to you or any other person.

If ElderCarelink terminates the Terms of Use for any reason, the Terms of Use will continue to apply and bind you with respect to your prior use of the Service or the Site. Upon termination, ElderCarelink may remove from the Site and permanently delete and destroy any content that you or others may have posted or submitted without any prior notice or liability to you or any other person.

11. Miscellaneous.

You acknowledge and certify that ElderCarelink has made the following disclosures to you throughout the Site: (i) the manner in which ElderCarelink selects its providers to which it could make a referral; (ii) the manner in which ElderCarelink selects a particular provider for you from its network of providers; (iii) the fact that the provider has paid or will pay a fee to ElderCarelink; (iv) the nature of the relationship between the referral services and the group of providers to whom ElderCarelink can make the referral; and (v) the nature of any restrictions that could exclude such individual or entity from continuing as a provider.

Nothing in these Terms of Use is intended to or will create any form of partnership, joint venture, agency, or employment relationship between the parties. You may not assign these Terms of Use, by operation of law or otherwise, without the prior written consent of ElderCarelink. These Terms of Use shall inure to the benefit of and be binding upon you and ElderCarelink and your and our respective successors and permitted assigns. The failure of either party to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If a court of competent jurisdiction declares any provision of these Terms of Use to be invalid or unenforceable, the remainder of these Terms of Use will continue in full force and effect. These Terms of Use shall be construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. You and ElderCarelink agree to submit to the exclusive jurisdiction of the state courts located in San Mateo County, California and the federal courts located in the Northern District of California, with respect to disputes hereunder. The following sections shall survive termination of the Terms of Use: the last paragraph of section 1, sections 3, 4, 5, 7, 8 and 9, the last paragraph of section 10, and section 11. These Terms of Use constitute the entire agreement between you and ElderCarelink relating to the subject matter hereof and supersede all prior agreements relating to the subject matter hereof.