License Agreement Terms and Conditions

Caryfy, Inc. (“Caryfy”) maintains this Site in an attempt to convey information about Caryfy products and services. Caryfy requires that all the visitors to our Site(s) on the Internet (the “Site”) adhere to the following rules and regulations. By accessing the Site, you indicate your acknowledgment and acceptance of these Terms of Service (“Terms”). Please read them carefully. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE.

1. DEFINITIONS

1.1 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” (and its variants, including “controls,” “controlled by,” and “under common control with”) means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2 “Client” means a person who during a specified period receives care from Customer or from any Customer Affiliate.

1.3 “Customer’s Data” means all electronic data or information submitted by Customer to the Product Offering.

1.4 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

1.5 “Order Form” means the order form, cover page or other document that incorporates these terms and conditions by reference.

1.6 “Product Offering” means the online, web-based and mobile applications and platform provided by Caryfy at http:// www.caryfy.ai ( and /or other designated websites as described in the User Guide or another URL or mobile applications as specified by Caryfy from time to time) as further described on the Order Form, but excluding Third Party Applications.

1.7 “Third-Party Applications” means online, Web-based, mobile applications and offline software products that are provided by third parties, interoperate with the Product Offering, and are identified as third-party applications.

1.8 “Users” means individuals who are authorized by Customer to use the Product Offering, and who have been supplied user identifications and passwords by Customer (or by Caryfy at Customer’s request). Users may include, but are not limited to, Customer’s employees, consultants, contractors and agents, third parties with which Customer transact business, Clients, Client family members and other service providers to the Clients such as a Client’s physician, trust manager or geriatric care manager.

2. PRODUCT OFFERING

2.1 Provision of Product Offering. Subject to the terms and conditions of this Agreement, Caryfy shall make the Product Offering available to Customer pursuant to this Agreement during the term of this Agreement.

2.2 Client Subscriptions. Unless otherwise specified on the Order Form, (i) the Product Offering is purchased based on the higher of the number of Clients of Customer or the Minimum Billable Clients (set forth on the Order Form) and a subscription must be purchased for each Client of Customer, (ii) additional Clients shall be added during the term at the pricing then in effect at the time the additional Clients are added, and (iii) use of the Product Offering for all Clients (including added Clients) will terminate on the termination date of this Agreement. A Client subscription cannot be shared or used by more than one Client.

3. USE OF THE PRODUCT OFFERING

3.1 Caryfy reserves the right to modify or discontinue, temporarily or permanently, the Site for any reason, at its sole discretion, with or without notice to you. Caryfy likewise may change the terms and conditions of the Terms from time to time with or without notice to you. You agree to review the Terms periodically to ensure that you are aware of any modifications. Your continued access or use of the Site after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms.

THE CONTENTS OF THE SITE, INCLUDING ITS “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER PROGRAMS), AND OTHER MATERIAL ARE PROTECTED UNDER BOTH UNITED STATES AND FOREIGN COPYRIGHT, PATENT, TRADEMARK, AND OTHER LAWS. The contents belong to Caryfy or to others as indicated. The information and materials contained in the Site may not be copied, displayed, distributed, downloaded, licensed, modified, published, reposted, reproduced, reused, sold, supplemented, transmitted, used to create a derivative work or otherwise used for public or commercial purposes without the express written permission of Caryfy.

Your right to use the Site is personal to you. You agree not to reproduce, duplicate, copy, sell, resell, use or exploit for any commercial purposes, the Site or use of or access to the Site or any information or technology obtained from the Site.

You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on our Site.

You agree to abide by all applicable local, state, national, and international laws and regulations in your use of the Site. Our Site is available only to individuals who are permitted to use it under applicable law. If you do not qualify, please do not use our Site. You agree to be solely responsible for your actions and the contents of your transmissions through the Site. You agree not to impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity.

You agree that all access and use of the Site and its contents is at your own risk. By using the Site, you acknowledge that we specifically disclaim any liability (whether based in contract, tort, negligence, strict liability or otherwise) for any direct, indirect, incidental, common law, statutory, regulatory, consequential, compensatory, punitive, or special damages arising out of or in any way connected with your access to or use of the Site (even if we have been advised of the possibility of such damages) including, but not limited to, any liability associated with any viruses which may infect your computer equipment.

3.2 Customer’s Responsibilities.

Customer (i) is responsible for Users’ and its Affiliates’ compliance with this Agreement, (ii) is solely responsible for the accuracy, quality, integrity and legality of Customer’s Data and of the means by which Customer acquired Customer’s Data, (iii) shall use commercially reasonable efforts to prevent unauthorized access to or use of the Product Offering, and notify Caryfy promptly of any such unauthorized access or use, and (iv) shall use the Product Offering only in accordance with the User instructions and applicable laws and government regulations. Customer shall not (a) make the Product Offering available to anyone other than Users, (b) sell, resell, rent or lease the Product Offering, (c) use the Product Offering to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Product Offering to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Product Offering or any data contained therein, or (f) attempt to gain unauthorized access to the Product Offering or their related data, systems or networks. CUSTOMER ACKNOWLEDGES THAT THE PROPER PROVISION OF CARE TO CUSTOMER’S CLIENTS IS SOLELY CUSTOMER’S RESPONSIBILITY AND THAT THE PRODUCT OFFERING IS DESIGNED TO BE USED IN CONJUNCTION WITH OTHER PROCESSES AND PROCEDURES TO ENSURE PROPER PROVISION OF CARE UNDER ANY CIRCUMSTANCES, INCLUDING UNANTICIPATED FAILURE OF THE PRODUCT OFFERING. AS SUCH, CUSTOMER IS ADVISED TO MAINTAIN PAPER VERSIONS OF UPDATED CARE PLANS,WHERE APPLICABLE, AND SCHEDULES AND TO PROVIDE THOSE PLANS AND SCHEDULES TO CAREGIVERS REGULARLY TO ENSURE THAT PROPER CARE IS PROVIDED TO CUSTOMER’S CLIENTS UNDER ANY AND ALL CIRCUMSTANCES.

3.3 Number of Clients and Initial Data Entry. 

Caryfy will perform initial data entry of names and contact information of Customer’s Clients, caregivers and schedules as of the Effective Date, referenced by the “Initial Number of Clients” set forth in the Order Form, provided that said data is provided to Caryfy in Excel format. The Initial Number of Clients is the number of clients that will be receiving care in the month immediately after the Effective Date. Data to be entered must be provided to Caryfy within the first ten days of the Initial Term and will not deduct from free training and support time specified in Section 3.1. Customer is responsible for reviewing the accuracy of all data entered by Caryfy.

4. LICENSES

4.1 Product Offering. Subject to the terms and conditions of this Agreement, Caryfy hereby grants to Customer a limited, non-exclusive, non-transferable (except as permitted by Section 14 below) license, without the right to sublicense, to use the Product Offering solely for its own internal business purposes.

4.2 Customer Content. Subject to the terms and conditions of this Agreement, Customer hereby grants to Caryfy a license, with the right to sublicense, to use the Customer’s Data in connection with the provision of the Product Offering and the development, offering and delivery of Caryfy’s products and services.

5. THIRD PARTY PROVIDERS

5.1 On this Site, you will find links or references to content, functions, information, and tools, including that provided by third parties that are not the property of Caryfy. While we strive to keep both Caryfy and the third-party-provided information current and accurate, we cannot guarantee and expressly do not warrant that the content, functions, information and tools are error-free or that your access will be uninterrupted or that material accessible from this Site is free of viruses.

5.2 On this Site you will find numerous links which will transfer you to the site of an organization that can provide you with value-added information and/or functionality. By linking to these sites, Caryfy does not represent or imply that there is any business relationship between the two entities. Caryfy is not responsible for the content and performance of these sites or for your transactions with them. Furthermore, Caryfy strives to keep these links as current and accurate as possible, but we cannot guarantee and we expressly do not warrant that they point to the intended third-party site. Links to and from this site do not constitute a Caryfy endorsement.

6. PROPRIETARY RIGHTS

6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Caryfy reserves all rights, title and interest in and to the Product Offering, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. There are no implied rights.

6.2 Restrictions. Customer shall not (i) permit any third party to access the Product Offering except as expressly permitted herein or on the Order Form, (ii) modify or create derivative works of the Product Offering, (iii) copy, frame or mirror any part or content of the Product Offering, other than copying or framing on Customer’s own intranets or otherwise as reasonably required for Customer’s own internal business purposes, (iv) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Product Offering, (v) remove any proprietary notices from the Product Offering or any other Caryfy materials furnished or made available hereunder, or (vi) access the Product Offering in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Product Offering.

6.4 Suggestions. Customer hereby grants Caryfy a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Product Offering any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Product Offering.

7. FEES AND TAXES; PAYMENT

7.1 User Fees. Customer shall pay Caryfy the fees described in this Section 7.1. On the Effective Date, Customer shall pay a fee equal in amount to the Initial Payment Amount set forth on the Order Form. In addition, Customer shall pay all fees specified on the Order Form. Unless otherwise instructed by Customer, each Active Client will be established at the base level of the Product Offering (i.e., the “Caryfy Platform” level). Except as otherwise specified herein or on the Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on the number of Clients and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable (except as expressly set forth in Section 10.1), (iv) for optional services or 3rd party services, charges will be as applicable whether based on number of active clients or number of active caregivers, as per the case and (v) the number of Active Client subscriptions must equal the highest number of Active Clients of Customer during the applicable period , and (vi) the number of Active Caregiver must equal the highest number of Active caregivers of Customer during the applicable period. Subscription fees are based on monthly periods that begin on the Effective Date and each monthly anniversary thereof; therefore, fees for Client subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the term. For purposes of billing, the number of Client subscriptions billed will be equal to the highest number of concurrently active or billed Clients of Customer in the applicable period. Similarly, for billing, when applicable, the number of Caregiver subscriptions billed will be equal to the highest number of concurrently active caregivers of Customer in the applicable period.

7.2 Invoicing and Payment. Except as otherwise agreed to by the parties in writing, invoicing and payment shall be handled by the parties in accordance with this Section 7.2. Customer shall provide Caryfy with valid and updated credit card information. Customer hereby authorizes Caryfy to charge that credit card for the Product Offering during the term of this Agreement. Without limiting Customer’s rights under this Agreement, or at law, all payments by Customer are non-refundable (except as expressly set forth in Section 10.1). Customer is responsible for maintaining complete and accurate billing and contact information in the Product Offering. Customers are also responsible for providing updated credit card information should a new card issue or an account close or change.

7.3 Overdue Charges. Except as otherwise agreed to by the parties in writing, if any payment is not received from Customer when due, then, at Caryfy’s discretion, (a) such charges may accrue late interest at the rate of 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date the payment was due until the date paid, and (b) Caryfy may require future payments to be made in advance.

7.4 Suspension of Product Offering and Acceleration. If any amount owing under this Agreement or any other agreement for Caryfy’s services is five or more days past due, Caryfy may, without limiting Caryfy’s other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement and the other agreements so that all such obligations become immediately due and payable, and suspend Caryfy’s Product Offering to Customer until such amounts are paid in full.

7.5 Taxes. Unless otherwise expressly stated, Caryfy’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases in connection with this Agreement. If Caryfy has the legal obligation to pay or collect Taxes for which Customer are responsible under this paragraph, the appropriate amount will be invoiced to and paid by Customer, unless Customer provides Caryfy with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Caryfy is solely responsible for taxes assessable against it based on Caryfy’s income, property and employees

8. TERM AND TERMINATION

8.1 Term of Agreement. This Agreement commences on the Effective Date and, unless terminated sooner as provided herein, continues for the initial term specified on the Order Form (“Initial Term”). Following the end of the Initial Term, this Agreement will renew for renewal terms as specified on the Order Form (each, a “Renewal Term”) unless either party notifies the other in writing of its intent not to renew this Agreement at least 30 days prior to the end of the then-current term. Fees for Renewal Terms will be the same unless otherwise set forth in the Order Form or unless Caryfy notifies Customer at least 100 days prior to the end of the then-current term that the fees will be increasing. In the event of such notice, the fees will be at Caryfy’s prices set forth in its notice.

8.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, except that the cure period for non-payment is five days, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.3 Early Termination. Notwithstanding anything in this Agreement, this Agreement may be terminated by Customer for convenience upon payment of all outstanding fees for the term of the contract. Customer acknowledges and agrees that (i) such payment is a genuine pre-estimate of the loss that Caryfy would incur upon Customer’s premature termination of this Agreement because Caryfy will allocate substantial staff and other resources to serve Customer, and Caryfy would incur substantial costs in reallocating such staff and other resources upon premature termination by Customer; and (ii) such payment is not a penalty. Any dispute, claim or controversy arising out of or relating to early termination by the Customer or the breach, termination, enforcement, interpretation or validity of this Section 8.3, including the determination of the scope or applicability of this Section 8.3, shall be submitted to and determined by final and binding arbitration in Fulton County, Atlanta, GA before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event any proceeding or lawsuit is brought by either party in connection with an early termination by the Customer or the breach, termination, enforcement, interpretation or validity of this Section 8.3, including the determination of the scope or applicability of this Section 8.3, the prevailing party in the proceeding is entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.

8.4 Effect of Termination. Upon any termination for cause by Caryfy, Customer shall, as a reasonable estimate of the actual damages and not a penalty, pay an amount equal to the fees that would be due over the remainder of the then-current term. In no event will any termination relieve Customer of the obligation to pay the fees payable to Caryfy for the period prior to the effective date of termination.

8.5 Return of Customer’s Data. Upon request by Customer made within 30 days after the effective date of termination of this Agreement, Caryfy will make available to Customer for download a file of Customer’s Data client and caregiver profile data in comma separated value (.csv). After that 30-day period, Caryfy has no obligation to maintain or provide any of Customer’s Data and may thereafter, unless legally prohibited, delete all of Customer’s Data in Caryfy’s systems or otherwise in Caryfy’s possession or under Caryfy’s control.

8.6 Surviving Provisions. The provisions that by their nature continue and survive, including those of Section 6 (Proprietary Rights), 7 (Fees and Taxes; Payment), 8.3 (Early Termination), 8.4 (Effect of Termination), 8.5 (Return of Customer’s Data), 8.6 (Surviving Provisions), 8.7 (Non-exclusive Remedy), 9 (Confidentiality), 10 (Warranty), 11 (Indemnification), 12 (Limitation of Liability), and 14 (General) shall survive any termination or expiration of this Agreement.

8.7 Non-exclusive Remedy. Termination or expiration of this Agreement, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall either party be relieved of its obligation to pay all fees that are due and owing under this Agreement through the effective date of termination. Neither party will be liable to the other for any damages resulting from termination as permitted herein.

9. CONFIDENTIALITY

9.1 Definition of Confidential Information. As used herein, “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

9.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (ii) use any Confidential Information of the Disclosing Party solely to perform this Agreement or exercise rights hereunder, and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

9.3 Protection of Customer’s Data. Without limiting the above, Caryfy shall maintain industry standard administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer’s Data. Caryfy shall not (a) modify Customer’s Data, (b) disclose Customer’s Data except as compelled by law, as expressly permitted by this Agreement or as expressly permitted in writing by Customer, or (c) access Customer’s Data except to provide the Product Offering, develop new features or prevent or address service or technical problems, or at Customer’s request in connection with customer support matters.

9.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

9.5 Terms of Agreement. The parties agree that the terms of this Agreement are considered Confidential Information of both parties. Each party may provide a copy of this Agreement in confidence to its advisors, counsel, any bona fide potential investor, investment banker, acquirer, merger partner or other potential financial partner, or as required by the governmental action, including action by the United States Securities Exchange Commission or its equivalent, and in connection with legal action or proceedings concerning this Agreement.

10. WARRANTY

10.1 YOU EXPRESSLY AGREE THAT USE OF THE SERVICE AND ANY MATERIALS OR INFORMATION PROVIDED IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CARYFY 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, AND NON-INFRINGEMENT. CARYFY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES CARYFY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE USED IN THE SERVICE WILL BE CORRECTED. CARYFY DISCLAIMS ANY WARRANTY THAT THE SITE (OR ANY INFORMATION OR SOFTWARE CONTAINED THEREIN) IS FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. CARYFY MAKES NO WARRANTY REGARDING ANY SERVICES OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.

11. LIMITATION OF LIABILITY

11.1 NOTWITHSTANDING THE FOREGOING, BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF LIABILITY TO THE FULL EXTENT DESCRIBED ABOVE, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. IF THESE LIMITATIONS OR EXCLUSIONS ARE HELD TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THE MAXIMUM COLLECTIVE LIABILITY OF CARYFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED $500. IN NO EVENT SHALL CARYFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES GREATER THAN THE AMOUNT REFERRED TO ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, ARISING OUT OF OR RELATING TO USE OF THE SITE ARE HEREBY EXCLUDED EVEN IF CARYFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES

11.2 IN NO EVENT SHALL CARYFY HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11.3 CUSTOMER ACKNOWLEDGES THAT THE PROPER PROVISION OF CARE TO CUSTOMER’S CLIENTS IS SOLELY AND EXCLUSIVELY CUSTOMER’S RESPONSIBILITY AND CUSTOMER WILL NOT RELY SOLELY ON THE OFFERINGS OF CARYFY TO ENSURE PROPER FULFILLMENT OF CARE PLANS BY CUSTOMER’S CAREGIVERS. CUSTOMER AGREES TO MAKE REDUNDANT PRINTED COPIES OF ALL UPDATES TO CARE PLANS AND SCHEDULES ON A REGULAR BASIS AND TO MAKE THESE PRINTED PLANS AND SCHEDULES AVAILABLE TO CAREGIVERS TO ENSURE THAT PROPER CARE IS PROVIDED TO CUSTOMER’S CLIENTS UNDER ANY CIRCUMSTANCE WITHOUT REGARD TO THE FUNCTION OR PERFORMANCE OF THE PRODUCT OFFERING.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Caryfy, its directors, officers, employees, and agents from and against all losses, expenses, damages, and costs, including reasonable attorney fees, arising out of or relating to use of the Site by you or any other person accessing the Site using your user name and password.

13. MARKETING

Caryfy may use Customer’s name as part of a general list of customers and may refer to Customer as a user of the Product Offering in its advertising, marketing and promotional materials.

14. GENERAL

The provisions of these Terms apply for the benefit of Caryfy and its officers, directors, employees, and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

You represent and warrant that you possess the legal right and ability to enter into these Terms and to use the Site in accordance with these Terms.

This disclosure shall be governed in all respects by the substantive laws of the State of Georgia, without regard to its provisions relating to conflict of laws. You and Caryfy agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts located within Fulton County, Georgia. The failure of Caryfy to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute, regulation, or law to the contrary, any claim or cause of action arising out of or related to use of the site or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.