CareGiver360

NATIONAL CARE CONNECTION, LTD., (“NCC”) agrees to grant the user (“Licensee”) a CareGiver360™ subscription license (“Subscription”) in accordance with the following terms and conditions. By using CareGiver360™: (i) you represent that you understand the terms of this Agreement and you have the capacity and authority to bind yourself to this Agreement, and (ii) you accept the terms of this Agreement and you consent to be bound by this Agreement (hereinafter referred to as “Subscriber”). If you do not agree to be bound by these terms and conditions, do not enter into an Agreement to use CareGiver360™.

A subscription to CareGiver360™ will provide access to the secure, web-based personal care management service that allows caregivers to create and share personalized information and instructions. The subscription is not to be confused with free access to the CareGiver360 web site.

Section One: Provisions the Subscriber Should Review First

The contents of the CareGiver360™ Site, such as text, graphics, images, and other material contained on the CareGiver360™ Site (“Content”) are for informational purposes only. The Content is not intended to be a substitute for professional medical or caregiving advice, diagnosis, or treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read on the CareGiver360™ Site!

If you think you may have a medical emergency, call your doctor or 911 immediately. NCC does not recommend or endorse any specific tests, physicians, products, procedures, opinions or other information that may be mentioned on the Site. Reliance on any information provided by NCC, NCC employees, others appearing on the Site at the invitation of NCC or other visitors to the Site is solely at your own risk.

The Site may contain health- or medical-related materials that are sexually explicit. If you find these materials offensive, you may not want to use our Site. The Site and the Content are provided on an “as is” basis.

1.1 Our Basic Agreement

Subscriber is granted a nonexclusive, nontransferable, limited license to access and utilize their Personal Profile located in CareGiver360™.

CareGiver360™ is a subscription site available only to those who have paid a subscription fee or who have been given access to a Personal Profile by a Profile Administrator. In return for the Subscriber’s subscription payment, NCC agrees to make CareGiver360™ available to the Subscriber for access through Subscriber’s Internet service provider for the period elected by the Subscriber during the subscription process.

The Subscriber will be able to select a CareGiver360™ Care Guide Administrator – himself or another individual – to do the following:

• Provide approved individuals with access to the Personal Care Guide
• Maintain accurate and up-to-date Personal Care Guide� content

CareGiver360™ shall be available on-line for connection through the Subscriber’s Internet service provider 24 hours per day, seven days per week except for interruptions in service caused by events beyond the control of NCC or for periods necessary or helpful for regular maintenance or upgrading of equipment or software.

NCC reserves the right to change this Subscription Agreement from time to time. Charges and payment terms may be changed in accordance with the applicable price schedule. All other provisions may be changed by NCC immediately upon notice. Continued use of the services and materials following any change constitutes acceptance of the change by Subscriber.

NCC may suspend or discontinue providing CareGiver360™ services to you without notice and may pursue any remedy legally available if you fail to comply with any of your obligations hereunder.

1.2 Limited License to Use CareGiver360™ Provided Content

All rights, title and interest (including all copyrights, trademarks and other intellectual property rights) in the products, materials and services provided (in electronic, print or machine-readable forms) are the property of NCC. By your Subscription, you acquire no proprietary interest in the products, services, materials or copies thereof.

NCC grants to all current subscribers the right to reprint the material provided by CareGiver360™ and provided to the Subscriber by CareGiver360™ only for their personal use and to distribute such reprints (including paper copies) to individuals providing care to the client named in the Personal Profile located in CareGiver360™, so long as: (i) the materials printed or reproduced include a reference to CareGiver360™ as the source and (ii) no monetary charge is made for these materials.

The contents of the CareGiver360™ Site pages, including, but not limited to text, graphics and icons, are copyrighted materials owned or controlled by NCC and contain NCC’s name, trademarks, service marks and trade names. You may download copies of these materials and print a copy for your personal use. No other permission is granted to you to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter or modify these materials. No permission is granted here to you to use NCC icons, site address or other means to hyperlink other Internet sites with any page in the NCC site, and NCC assumes no responsibility for any other party’s site hyperlinked to the NCC site or in which any part of the NCC site has been hyperlinked.

1.3 Use of Subscriber Provided Content

CareGiver360™ is designed to allow the Subscriber and individuals approved by the Subscriber to provide content to the individual personal profiles. The Subscriber has the responsibility to evaluate, and bears the risk associated with, the accuracy, completeness or usefulness of any subscriber-provided Content available through CareGiver360™. NCC does not pre-screen subscriber-provided Content as a matter of policy. However, if NCC becomes aware, through subscriber complaints or otherwise, of any Content that it, in its sole discretion, considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful, offensive or otherwise objectionable or in violation of the Subscriber Agreement, NCC shall have the right, but not the responsibility, to remove such Content and to terminate the Account of the subscriber providing such Content without notice.

You agree to use CareGiver360™ only for lawful purposes. Any conduct by you that in NCC’s sole discretion restricts or inhibits any other subscriber, person or entity from using or enjoying CareGiver360™ will not be permitted and shall entitle NCC to immediately terminate your Account without notice. NCC reserves the right, as permitted by law, to monitor or disclose your communications or activities, if it in good faith believes that such action is necessary (i) to comply with applicable law or valid legal process (e.g., warrant, court order), (ii) to protect the rights or property of NCC, or (iii) in emergencies when physical safety is at issue.

1.4 Term of Subscription

Current rates for subscribing to CareGiver360™ may be obtained by selecting the appropriate subscription service on the registration page. Each subscription must be paid in advance by credit card.

Subscriptions to CareGiver360™ are on an annual basis. Annual subscription is on a continuous service basis; this means that once you receive access to your Personal Care Guide, billing begins and your Subscription will automatically renew based on an annual billing cycle, until you cancel your Subscription pursuant to the cancellation policy below.

The Term of this Agreement shall last through the period of your Subscription and during any renewal periods for your Subscription, unless this Agreement is terminated earlier pursuant to the terms and conditions of this Agreement.

Unless otherwise stated herein, your Subscription for a specified time period will renew automatically for the same time period at the then-current price for the CareGiver360™ Service.

All provisions of this Agreement, which, by their nature, impose continuing obligations, shall survive termination of this Agreement.

1.5 Free Trial

From time to time, NCC may offer certain trial and/or promotional offers. NCC reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer.

A 30 day free trial period begins the day you register and will expire the last day of the free trial period. If you do not notify NCC that you would like to cancel your subscription to CareGiver360™ prior to the end of the trail period, the credit card information you provided upon registration will be used to begin your monthly subscription as outlined in Item 1.6 below.

1.6 Subscription Payment

You agree that the credit card information you provide corresponds to an account that you are authorized to use. We are permitted to charge your account in order to collect payment for the CareGiver360™ Service. Foreign credit cards are not accepted.

Subscriptions are on a calendar year basis. If you subscribe during a month, your credit card will be charged for payment on a prorated basis for the initial month of registration.

NCC will submit the full annual payment, beginning the month after registration, to the credit card company you provided upon registration. If you cancel the credit card subsequent to your registration you are responsible for notifying NCC of the new card information. If the subscription payment cannot be processed through your credit card company within 10 days of the beginning of the month, NCC reserves the right to cancel your subscription without notice.

1.7 Subscription Cancellation

This Agreement may be cancelled by Subscriber at any time by providing e-mail notice to NCC at customercare@caregiver360.com. NCC does not provide a refund for any remaining time during the month of cancellation.

NCC may voluntarily suspend operation of the CareGiver360™ and refund to Subscriber a pro-rata portion of the subscription fee.

1.8 Subscriber Representation and Warranties

You represent that you are 18 years of age or older and that you or individuals under your supervision, if the CareGiver360™ service for which you are subscribing is made available to those individuals, will be using the CareGiver360™ service pursuant to this Agreement.

You also represent that the information you provide to NCC when registering for the CareGiver360™ Service is true, complete, and accurate and that you will immediately update such information should it become out of date.

1.9 Privacy

You agree that you have reviewed the NCC Privacy Policy (located at www.caregiver360.com/privacy-policy) and agree to its terms.

Section Two: Other Provisions

2.1 Links to Third Party Sites

Hyperlinks to other Internet resources are provided on CareGiver360™ for the convenience of the Subscriber. NCC has selected these resources as having some value and pertinence, but their content, development and maintenance are not under the direction or control of NCC. Thus, the content, accuracy, opinions expressed, and other links provided by these resources have not been verified by NCC.

2.2 Advertising

There will be no advertisements on CareGiver360™.

2.3 Disclaimer of Warranties and Liability

The products, services and materials provided by NCC through the Caregiver360™ subscription service are provided “as is” and without warranties of any kind, either express or implied. NCC disclaims all warranties, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

NCC does not represent or warrant that any of the information and resources presented on its web pages, its subscribers’ web sites, or on the Internet generally, will be uninterrupted or error free, that defects will be corrected, or that the services and materials provided or the server from which it is accessed are free from viruses or other harmful components.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action. You specifically acknowledge that National Care Connection is not liable for your defamatory, offensive, infringing or illegal materials or conduct, or that of third parties, and NCC reserves the right to remove such materials from the CareGiver360™ Site without liability.

The views and opinions of authors of materials published on the Site do not necessarily reflect those of NCC. Reference to any specific commercial products, processes or services by trade name, trademark, manufacturer or otherwise does not necessarily constitute or imply its endorsement, recommendation or favoring by NCC. Nor shall any information or statements contained on this server be used for the purposes of advertising, or to imply an endorsement or recommendation. With respect to documents available from the subscription, neither NCC nor any of its employees make any warranty, express or implied, including but not limited to, the warranties of merchantability and fitness for a particular purpose. Further, neither NCC nor any of its employees assume any legal liability or responsibility for the accuracy, completeness or usefulness of any information, apparatus, product or process disclosed; nor do they represent that its use would not infringe privately owned rights.

2.4 Limitation of Liability:

IN NO EVENT SHALL NCC BE LIABLE FOR ANY COSTS OR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE MATERIALS AND SERVICES PROVIDED THROUGH A SUBSCRIPTION. IN NO EVENT WILL NCC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SUBSCRIPTION.

NEITHER PARTY WILL BE LIABLE FOR, OR BE CONSIDERED TO BE IN BREACH OF OR DEFAULT UNDER THIS AGREEMENT ON ACCOUNT OF, ANY DELAY OR FAILURE TO PERFORM AS REQUIRED BY THIS AGREEMENT (OTHER THAN PAYMENT OBLIGATIONS) AS A RESULT OF ANY CAUSE OR CONDITION BEYOND SUCH PARTY’S REASONABLE CONTROL.

2.5 Trademarks

Except as permitted by law, Subscriber and all other persons are prohibited from using any of the trademarks appearing on the CareGiver360™ without the express written consent of National Care Connection, Ltd.

2.6 Subscriber Responsible to Maintain an Appropriate ISP Account

It is Subscriber’s responsibility to maintain an account with an Internet service provider which permits the Subscriber to gain access to the Internet.

2.7 Governing Law and Jurisdiction

This agreement shall be governed by the laws of the State of Colorado. In the event that an action at law or in equity should arise, you hereby consent and agree that such action may be filed only in the state and federal courts located in the County of Denver, in the State of Colorado, and you hereby consent to personal jurisdiction of such courts for the purposes of adjudicating any such action. Subscriber agrees that any dispute arising out of or related to this Agreement which cannot otherwise be resolved shall be resolved by arbitration under the Colorado Revised Uniform Arbitration Act of 1975 (C.R.S. 13-22-201 et. seq.) as amended. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration shall be held in metropolitan Denver, Colorado. By such dispute resolution, the Subscriber is not entitled to a jury trial and there is an initiation cost to commence arbitration. There may be other consequences and results which differ from Subscriber’s rights in a court of law.

If any provision (or portion thereof) of these terms and conditions shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provision shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of these terms and conditions containing any provision held to be invalid, void or otherwise unenforceable that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void or unenforceable.

2.8 Miscellaneous

The failure of NCC to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or the right to enforce it at a later time.

Each person agreeing to this Agreement warrants that he or she is authorized and has full authority to execute this Agreement. This is the entire Agreement among the parties relating to the Subscriber’s use of the CareGiver360™ and his or her Subscription to the CareGiver360™ Site. There are no other oral or printed agreements relating thereto.

NCC may assign its rights in this Agreement so long as the assignee undertakes to provide services substantially similar to the CareGiver360™.

2.9 Modification or Amendment

NCC may amend this Agreement at any time by notifying Subscriber by e-mail, provided that, if such amendment lessens or restricts the rights of the Subscriber, NCC will refund a proportional part of the Subscriber’s subscription payment, if Subscriber notifies NCC within 30 days after such amendment of his election to terminate his Subscription.

2.10 Notice

All notices to the Subscriber pursuant to this Agreement shall be sent to the Subscriber’s e-mail address provided to NCC. All notices to NCC shall be sent to NCC’s e-mail address at customercare@caregiver360.com or to National Care Connection, Ltd., 429 Shoreham Circle, Castle Rock, CO 80108 or such other address as NCC may notify Subscriber.

2.11 Entire Agreement

This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter contained in these terms and conditions and merges all prior discussions between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein.