TERMS AND CONDITIONS OF USE

Last Modified: March 1, 2018

Terms of Use

These Terms and Conditions of Use (“Terms”) apply to any website, mobile application, widget, or other online service owned or controlled by SDX Home Care, L.L.C. or its affiliates or subsidiaries (“SDX”) and that posts a link to these Terms (“Site”). PLEASE CAREFULLY READ THESE TERMS BEFORE USING THE SITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. You acknowledge that you have read, understood and agree to be bound by these Terms by accessing and using the site.

YOUR ACCESS TO, USE OF AND BROWSING OF THE SITE AND ITS CONTENTS ARE SUBJECT TO THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOUR PERMISSION TO ACCESS OR USE THE SITE IS AUTOMATICALLY AND IMMEDIATELY REVOKED.

IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY, OUTLINE RISKS ASSOCIATED WITH USING THE SERVICE AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE HEREIN, BEFORE USING THE WEBSITE AND SERVICE.

BY USING OUR WEBSITE AND SERVICE, YOU, THE USER ("YOU" OR "YOUR"), REPRESENT AND WARRANT THAT:

1. YOU ARE AT LEAST 18 YEARS OLD; AND
2. YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THEM.

IF YOU ARE NOT OF THE AGE OF MAJORITY OR DO NOT AGREE TO THESE TERMS, PLEASE STOP USING THE WEBSITE AND SERVICE.

IF YOU ARE USING THE WEBSITE AND/OR SERVICE ON BEHALF OF, OR IN THE EMPLOY OF, AN ORGANIZATION (CORPORATION, TRUST, PARTNERSHIP, ETC.), YOU ARE AGREEING TO THESE TERMS FOR THAT ORGANIZATION AND REPRESENTING AND WARRANTING THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS. IN SUCH A CASE, "YOU" AND "YOUR" WILL ALSO REFER TO THAT ORGANIZATION AND YOURSELF INDIVIDUALLY. FOR GREATER CLARITY, BOTH YOU AS AN INDIVIDUAL AND YOUR ORGANIZATION ARE LEGALLY BOUND BY THESE TERMS WHICH FORM AN AGREEMENT BETWEEN YOU AND SDX.

AMENDMENTS

AS OUR WEBSITE AND SERVICE CONTINUE TO CHANGE, WE MAY, AT ANY TIME, REVISE THESE TERMS AND OUR POLICIES BY UPDATING THIS PAGE OR THE PAGE HOSTING THE RELEVANT POLICY. THE DATE OF THE LAST VERSION OF THESE TERMS IS POSTED ABOVE. WE MAY NOTIFY YOU OF ANY SIGNIFICANT CHANGES TO THESE TERMS BY SENDING A NOTICE TO THE EMAIL ADDRESS REGISTERED IN YOUR ACCOUNT, OR BY PLACING A NOTICE ON OUR WEBSITE. THIS WILL ALLOW YOU TO CHOOSE WHETHER TO CONTINUE USING THE SERVICE OR NOT. AS YOU ARE BOUND BY THESE TERMS EACH TIME YOU VISIT OUR WEBSITE OR USE OUR SERVICE, YOU ARE RESPONSIBLE FOR REVIEWING THE AMENDMENTS TO THESE TERMS AND YOU ARE DEEMED TO HAVE ACCEPTED AND AGREED TO SUCH AMENDMENTS BY ACCESSING AND USING THE WEBSITE AND SERVICE AFTER SUCH AMENDMENTS HAVE BEEN POSTED. IF YOU DO NOT AGREE WITH THE AMENDMENTS, YOU SHALL IMMEDIATELY STOP ACCESSING THE WEBSITE AND SERVICE AND TERMINATE YOUR ACCOUNT, SUBJECT TO THE TERMS PROVIDED FOR HEREIN.

PRIVACY

WE USE YOUR PERSONAL AND BUSINESS INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY (WHICH IS INCORPORATED BY REFERENCE) AND THESE TERMS. BY USING OUR WEBSITE AND SERVICE, YOU CONSENT TO SUCH PROCESSING AND YOU WARRANT THAT ALL INFORMATION PROVIDED BY YOU IS ACCURATE.

About Our Service

We offer personal care to in-home companionship. As with all our services, we seek to maintain a high level of personal dignity and respect for the customers at all times. Our platform will allow customers and caregivers to connect with each other and arrange services for seniors.

Establishing an Account

You may browse the public facing sections of our Website and Service without establishing an account or providing us with any personal information. To use the Service, you must apply for and register either a caregiver account (“Caregiver Account”) or a customer account (“Customer Account”). In order to establish an account, you will be required to provide certain personal information and business contact information as set out in our Privacy Policy, these Terms and on the Service. You hereby further represent and warrant that:

- You are at least 18 years old;

- All information provided to us, whether at the time you established your account or thereafter, is true, accurate and not misleading;

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

- You are not, and have never been, a registered sex offender in any jurisdiction; and

- If you are registering as a Caregiver, you are legally entitled to work in the United States.

We may also allow you to create such accounts via third-party providers such as Google, Facebook, Twitter, LinkedIn, Yahoo and others. If you elect to establish your account via one or more third-party provider, you agree to permit us to collect the personal information such third-party sends us to establish your account.

Upon establishing a user account with us, we hereby grant you a worldwide, non- transferable, non-exclusive license to access the Service in accordance with these Terms, but reserve the right to revoke said license and your access to our Website and Service without cause or justification. We further reserve the right to place your account on hold pending any application, background check or verification processes, complaints, dispute resolution or any other reason.

By creating one of the two above accounts you will become registered as a “Customer” or a “Caregiver” on the Service. Customers can search for and contact Caregivers based on certain filters and preferences.

Whether you signed up for free or pay for account access, you agree that access to your account in itself constitutes good and valuable consideration in exchange for agreeing to these Terms our Privacy Policy and all other documents or policies incorporated by reference.

Caregiver Consent to Background Checks and Verification Processes

If you are applying for a Caregiver account, you consent and permit us 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 may impact whether you are eligible to use the Service and whether we permit your account application to become a Caregiver registered on the Service.

We retain the right, in our sole discretion, to accept, refuse or remove any potential or registered Caregiver from the Service based on the results of any such background check or other searches or any other information we obtain about or from you.

Account Not Transferable, Updating Your Account & Security

If you establish an account with us, access to your account is not transferrable and is only intended for the individual or entity that established the account. Upon setting up an account you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree 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 understand that the technical processing and transmission of the Website and Service, including your content, may be transferred unencrypted, hacked or stolen by third-parties and involve transmissions over various networks and devices.

Submitting Booking Requests

If you are a Customer, when contacting a Caregiver, you are solely responsible for confirming the accuracy of all information you upload or post to the Service, including for example, the work to be done and the time and duration of any booking request. By submitting a booking request, you understand and agree that the Caregiver to whom you have made the request has the right to accept or decline such request in his or her sole discretion.

Fees

Fees listed on the Service may change (increase or decrease) at any time along with the amount and terms of any cancellation charges. If you are a Customer, you agree to pay the fees listed on the Service for any and all Caregivers you hire via the Service. As Customer, you agree to those fees each time you accept a caregiving engagement on the Service.

As Customer, the Service will charge your credit card according to the rate published for each scheduled and confirmed booking under your Customer profile and upon completion of a scheduled booking. All fees published on the Website and Service are inclusive of our own fees for providing the Service and granting you continued account access.

As a Customer, by using the Service to schedule bookings, you authorize us to process payments for the service.

You acknowledge and agree that we use third-party payment processors for all credit card and related billing and payment charges and your personal and credit card information is provided to them when you establish an account. Please contact us if you have any questions about our third-party payment processor.

We reserve the right, in our sole discretion, but have no obligation, to

- Place on hold any out of pocket expenses; or

- Refund or provide credits to a Customer or arrange our payment processor to do so.

Taxes

As a Customer, you agree to pay any and all sales and other taxes applicable to the services and applicable to these Terms or arising, in any way, from your account and access to and use of the Website and Service.

Amendments

If any information or terms posted to the Website or Service concerning fees, tax, discounts, refunds or cancellations are posted in error, we reserve the right to amend those terms.

ACCEPTANCE OF RISK AND DISCLAIMERS

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.

YOU AGREE AND ACKNOWLEDGE THAT:

- 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.

- THERE ARE POTENTIAL RISKS, INCLUDING BUT NOT LIMITED TO THE RISK OF PHYSICAL HARM, WHEN YOU DEAL WITH SOMEONE YOU CONNECT WITH THROUGH OUR WEBSITE OR SERVICE. YOU ASSUME ALL RISKS ASSOCIATED WITH DEALING WITH OTHER PERSONS WITH WHOM YOU MEET, CONTRACT WITH OR COME IN CONTACT THROUGH THE WEBSITE OR SERVICE.

- WE PROVIDE NO ASSURANCES OR REPRESENTATIONS (EXPRESS OR IMPLIED) REGARDING THE QUALITY, TIMING, OR LEGALITY OF THE SERVICES ACTUALLY DELIVERED BY THE CAREGIVERS OR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF ANY CUSTOMERS OR CAREGIVERS.

-WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE, NOR DO WE HAVE CONTROL OVER THE QUALITY, TIMING, PROVISION OR FAILURE TO PROVIDE, OR ANY ASPECT WHATSOEVER, OF THE WORK YOU, AS A CUSTOMER OR OTHER USER HIRE A CAREGIVER TO PERFORM VIA THE SERVICE.

DISCLOSURE OF INFORMATION PURSUANT TO COURT ORDER, SUBPOENA OR OTHER LEGAL PROCESS

WE RESERVE THE RIGHT TO PROVIDE YOUR CONTENT AND INFORMATION (INCLUDING BUT NOT LIMITED TO YOUR PERSONAL AND BUSINESS INFORMATION) UPLOADED OR COLLECTED BY OUR WEBSITE OR 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 CONTENT OR PERSONAL OR BUSINESS 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.

WE OPERATE THE WEBSITES AND SERVICE IN CONJUNCTION WITH OUR INDEPENDENT CONTRACTORS. OUR INDEPENDENT CONTRACTORS MAY HAVE ACCESS TO YOUR PERSONAL INFORMATION IN PROVIDING SERVICES TO US, OR PROVIDING YOU WITH ACCESS TO THE WEBSITE AND SERVICE. WE MAY USE A VARIETY OF SERVICE PROVIDERS, EMPLOYEES AND SERVERS IN LOCATIONS BOTH INSIDE AND OUTSIDE OF UNITED STATES, WHICH MAY MAKE YOUR PERSONAL INFORMATION THE SUBJECT OF FOREIGN LAWS AND FOREIGN LEGAL PROCEEDINGS.

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 OMMISSIONS, INCLUDING BUT NOT LIMITED TO, THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS, CAREGIVERS, CUSTOMERS OR THIRD-PARTY SERVICE PROVIDERS.

LIMITATION OF OUR LIABILITY

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, 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.

IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE WEBSITE AND SERVICE.

IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU TO US (IF ANY), OVER THE PRECEEDING TWO (2) MONTHS.

YOU AGREE AND ACKNOWLEDGE THAT ACCESS TO OUR WEBSITE AND SERVICE, AND IF YOU ARE A PAYING USER, THE FEES PAID BY YOU, REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.

INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, AMONG OTHER THINGS (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCOROPRATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT OR THE RIGHTS OF ANOTHER USER; (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, PRIVACY POLICY OR OTHERWISE; (IV) ANY CLAIM FOR DAMAGES SUFFERED BY ANY OF OUR EMPLOYEES, CONTRACTORS, USERS OR CUSTOMERS; (V) OUR USE OF YOUR CONTENT UPLOADED TO THE SERVICE OR OTHERWISE PROVIDED TO US; OR (VI) YOUR USE OF THE SERVICE OR SERVICES OR GOODS OBTAINED THROUGH YOUR USE OF THE SERVICE.

Proprietary Rights

Our Website and Service contain open source and public domain content, licensed content as well as proprietary content owned by us and by third-parties. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos and audio) on the Website or Service without the express consent of the owner. All other contents of the Website and Service including, but not limited to, the computer code, is the property of SDX Home Care L.L.C. and/or our independent providers of content ("ICPs") with all rights reserved.

Without limiting the generality of the forgoing, you are not permitted to use any trademark or trade name of SDX Home Care L.L.C., including our logos, without our express permission.

Your Content

Our Website and Service permits you and other users the ability to upload and post content ("User Content") to the Service. We do not pre-screen User Content uploaded or posted to the Website or Service by you or other users. You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service.

In addition to our Acceptable Use Policy, You agree not to use the Service in any manner which may infringe copyright or other intellectual property rights of any third-party or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of these Terms.

We may, but have no obligation to, remove content and accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third-party's intellectual property rights, these Terms or any policy incorporated by reference herein.

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 Customers or Caregivers on or off the Website or Service.

Property and Feedback

All rights, title and interest in and to the Website, Service and their contents or components are and will remain the exclusive property of SDX, our ICP’s and licensors, including all Intellectual Property Rights (as defined below), even if we incorporate any of your Feedback (as defined below) into subsequent versions.

The Website, Service and their contents are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly permitted in these Terms, you may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. You may not copy or modify the code used on the Website or Service.

All feedback, comments, and suggestions for improvements (the "Feedback") that you provide to us, in any form, will immediately become our sole and exclusive property. You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein.

At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Website, Service or their contents or in any of our Intellectual Property Rights on account of these Terms or your performance under these Terms.

Copyright Notice

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at [email protected] While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account.

Linked Sites

Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or Service, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users may provide links and references to material on other websites or applications not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.

Law of the Contract (Governing Law) and Jurisdiction.

These 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 State where services are being provided, without regard to any conflict of laws provisions. SDX makes no representation that the information in the site is appropriate or available for use in other locations, and access to the Site from territories where the content of the Site may be illegal is prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. These Terms and any Additional Terms incorporated herein by reference constitute the entire agreement between SDX and you with respect to the site. If any part of these Terms is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any cause of action you may have arising out of or relating in any way to the site must be commenced within one (1) year after the claim or cause of action arises.

Severability

If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Where a provision in these 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 drafted, shall substitute.

No Construction Against Drafter

If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of these Terms.

Waiver of Class Proceedings and Trial By Jury

To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors. 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 these Terms.

Incorporation by Reference

All policies referred to in these Terms or anywhere on our Website or Service are hereby incorporated by reference, including but not limited to our Privacy Policy and Acceptable Use Policy.

Cancellation of a Scheduled Job

Once a Customer and Caregiver enter and accept a booking, either party may cancel the booking anytime up to 2 hours prior to the start time. If a job is not cancelled by Customer 2 hours prior, the Customer’s credit card will be charged for the full amount of the scheduled job.

Where a last minute cancellation of a scheduled job is made by a Caregiver, arising from any unforeseen circumstances, and the Customer is unable to find another Caregiver, we will assist and make a reasonable effort to find a replacement. However, we cannot guarantee a replacement Caregiver will be available.

Refund Policy

We do not provide any refunds or credits for any jobs that a Caregiver has completed for a Customer.

Termination

Though we would much rather you stay, you can stop using our Website and Service at any time. Please contact us to learn more about cancelling your account. We reserve the right to suspend your account or access to our Website or Service at any time, with or without cause, and with or without notice.

Your cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

These Terms shall inure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of any SDX entities, or otherwise.

Right to Seek Injunction

Violation of these 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 these Terms.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms

In the course of using your account with us or using our Website and Service, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third party service providers, including but not limited to, payment processors, social media login account providers (Facebook, Twitter, Google, Yahoo etc.), credit card companies and banks. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.

Any new features that augment or enhance the current Website and Service, including the release of new versions, new products or services, tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.

Entire Agreement

This is the entire agreement between the parties relating to the matters contained herein and shall not be modified except in writing, signed by a duly authorized representative of SDX.

ACCEPTABLE USE POLICY AND CODE OF CONDUCT

Last Modified: March 1st, 2018

WE ACCEPT NO RESPONSIBILITY FOR YOUR ACTIONS OR THE ACTIONS OF OTHER USERS OF THE WEBSITE AND SERVICE (WHETHER ONLINE OR OFFLINE).

You agree to use our Website and Service, and if you are a Caregiver, to provide your services in accordance with the following acceptable use and code of conduct guidelines. In particular, you agree that you:

1. Will not upload, copy, distribute, share, sell, create derivative works of, or otherwise alter or use any content, in whole or in part, for any purpose whatsoever except as expressly authorized in this acceptable use policy and the Terms;

2. Will not upload, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, pornographic, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, provincial, national or international law or regulation, or that is otherwise inappropriate;

3. Will not upload, copy, distribute, share or otherwise use unsolicited or unauthorized advertising, promotional materials, or any junk mail;

4. Will not upload, copy, distribute, share or otherwise use content that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;

5. Will not disclose your password or transfer your account to any third party, or allow any third party to access your account;

6. Will not impersonate any person or entity;

7. Will not access the Website and Service by any means other than through the interface provided by us for use in accessing the Website and Service. This includes not using or launching any automated system including, without limitation, any spider, robot (or "bot"), scraper or offline reader that accesses the Service in a way that sends more request messages to our servers in a given time period than a human reasonably can produce in the same time period.

8. Will not interfere with or disrupt the Website, Service or servers or networks connected thereto, make the Service available over a network (other than our network) where it could be used by others or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

9. Will not use the Website or Service to artificially generate traffic or page links to a Website or for any other purpose not intended;

10. Will not collect, harvest or store any personally identifiable information, including user account information, from us;

11. Will not use the Website or Service or conduct yourself in a way that has any unlawful or fraudulent purpose or effect;

12. Will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or Service, in whole or in part;

13. Will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or Service;

14. Will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or Service (including, without limitation, your account information, use of the Service or access to the Service;

15. Will not use your account for your own commercial purposes by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your account with others. Your account is non-transferrable and may only be used by you;

16. Will not use the Website or Service in any way that violates the Terms, or that aids, encourages, or purports to authorize anyone else to violate the terms of this policy;

17. Will not use the Website or Service or conduct yourself in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law, rule or regulation;

18. Will not employ misleading e-mail addresses or falsify information in any part of any communication;

19. Will not upload, transmit, disseminate, post, store or post links to any content that:

(a) prohibits from transmitting or posting by law, or by contractual or fiduciary relationship;

(b) facilitates hacking or unauthorized access or use of data, systems, servers or networks including any attempt to probe, scan or test for vulnerabilities, or to breach security or authentication measures;

(c) interferes with service to any user, system or network by using flooding techniques, overloading a system or a network, staging or broadcasting an attack or any other means resulting in a crash of a host either deliberately or by negligence;

(d) infringes on, or contributes to any infringement of, any intellectual property, material protected by copyright, trademark, patent, trade secret or proprietary right of any party.

We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and Service.