Welcome to agency.goinstacare.com (hereinafter referred to as the “Website”). Please carefully review this Terms of Use Agreement and notices contained therein (hereinafter referred to as the “Terms”) to understand the terms and conditions governing Your access to, usage of, and engagement with the GoInstaCare Platform. The GoInstaCare Platform is owned and operated by GoInstaCare LLC, a Texas incorporated LLC and its subsidiaries and affiliates (hereinafter referred to as the “Company”). The Company, Website and the Platform are collectively (referred to as “We”, “Us”, or “Our”). The Agency’s use of the Platform shall be (referred to as “You”, “Your”, or “Agency’s”). The Company and the Agency’s shall be referred to individually as a “Party” and collectively as “Parties”).

We offer a platform for connecting Agency with the Service Providers, wherein Agency seek the services of the Care Providers for various services available on the platform. Our technology ecosystem, encompassing the Website, iOS mobile application, Android mobile application, and any additional online platforms, software processes, video consultations, subscription services, or any other services facilitated by or through our Company, collectively constitute (the “Platform”).

The Platform is offered to You conditioned on Your acceptance without modification of the Terms, conditions, and notices contained herein, including the privacy policy located at https://www.goinstacare/agency.com/privacy-policy. By clicking on the “Accept” button at the end of the Agreement acceptance form, Agency agrees to be bound by the Terms of this Agreement. Please read this entire Agreement carefully before accepting its Terms. When You undertake any activity on the Platform, You agree to accept these Terms.

You agree to use the Platform only in strict interpretation and acceptance of these Terms, and any actions or commitments made without regard to these Terms shall be at Your own risk.

Please review Company’s Privacy Policy, incorporated herein by reference. This policy contains important information and notices regarding how Company collects and uses Your information. Additionally, the provision and delivery of text messages by Company or Our text message service providers are subject to Our SMS Terms and Conditions, which are explicitly included in these Terms.

1. MODIFICATIONS

The Company shall have the right at any time to change or modify the Terms applicable to Agency’s use of the Platform, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Platform, or by electronic mail, or by any other means by which Agency obtains notice thereof. Any use of the Platform by Agency after such notice shall be deemed to constitute acceptance by Agency of such changes, modifications or additions.

2. DEFINITIONS

• 2.1. Agency: Refers to a registered Agency on the Platform who engages in any of the following activities: searching for Care Providers, access to Care Provider database through the Platform, or any other use of the Platform to request, pay for, review, or facilitate the receipt of the services from the Platform.
• 2.2. Care Provider: Means a Agency who uses, or is registered to use, the Platform to offer, provide, receive payment for, or facilitate the provision of "Care Services".
• 2.3. Care Services: Encompasses the services available on the Platform, including those listed, quoted, scheduled, offered, completed, or delivered by Care Providers, as well as those sought, scheduled, paid for, or received by Care Recipient through the Platform.
• 2.4. Platform Content: Means all content the Company makes available on or through the Platform, including any content licensed from any third-party, but excluding Agency Content.
• 2.5. Agency Content: Means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by the Agency. This encompasses, but is not limited to, photographs, profile information, descriptions, postings, reviews, requests, messages, and payments processed through the Platform.
• 2.6. Care Provider Database: Refers to records of Care Providers on the Platform. This will encompass including but not limited to Care Provider's unique identification (Provider ID), full name, contact information, type of Care Services rendered, licensing or certification credentials, specialization, and service availability.
• 2.7. Subscription Services: Refers to Care Provider Database wherein the Agency would pay a recurring fee or subscription cost in exchange for ongoing access to the Care Provider Database information and features.
• 2.8. Care Seeker: Refers to a user who engages in any of the following activities: searching for Care Providers and seeking Professional Services from Care Providers.

3. SERVICES OFFERED BY THE PLATFORM

• 3.1. The Platform maintains a Database of Care Providers and Care Seekers, including but not limited to individuals or entities offering and seeking services related to child care, senior care, pet care, house care, and other care services..
• 3.2. The Company agrees to provide the Agency with access to its Care Provider and Care Seeker database (the “Database”) as part of a subscription-based model (the “Subscription Service”) and lead based model (the “Lead Generation Service”).


• 3.3. Subscription Service
  • 3.3.1 The Platform’s primary service is to offer the Agency access to its Care Provider Database through a Subscription Service, enabling the Agency to source, evaluate, and place Care Providers in roles related to Care Services.
  • 3.3.2 “Use and access” includes, but is not limited to, searching, viewing, and retrieving information from the Care Provider Database through the Database Website.
  • 3.3.3 The Agency has the explicit right to recruit and place qualified Care Providers in various settings, including but not limited to individual caregiving roles, nursing homes, assisted living facilities, and other related care facilities.
  • 3.3.4 The Agency is responsible for the evaluation, selection, and placement of Care Providers in roles related to Care Services. The Company does not participate in the hiring process and does not have any responsibility for the employment relationship or terms between the Agency and the Care Providers.
  • 3.3.5 Subject to and contingent upon Agency’s compliance with the terms and conditions specified herein, the Company hereby confers upon Agency a non-exclusive, non-transferable license throughout the applicable Subscription Terms (as defined below): (i) to access and employ the Care Provider Database, (ii) to utilize all associated documentation in conjunction with the authorized use of Agency, in adherence to the terms and conditions set for the herein. Such utilization is restricted to Agency’s internal business operations and corresponding to the number of credits purchased. Notwithstanding any contrary statement on an Oder Form, each credit equates to one individual as a company lead, and if a company’s information undergoes alterations, it is considered an additional credit. Unless otherwise stated on an Order Form, unused credits within a Subscription Term (whether the Initial Subscription Terms or a Renewal Subscription Term) will not carry over for utilization in the ensuing Renewal Subscription Term; it’s a ‘use it or lose it’ scenario. The total count of Authorized Agencies will not surpass the number specified in the Service Plan (as defined below) acquired, unless otherwise agreed upon in writing by both parties, subject to any necessary adjustments of the Fees due under this Agreement. For the purposes of these Terms, “Authorized Agency’ denote individuals who are Agency’s employees, consultants, contractors and agents who (a) are authorized by Agency to access and use the Care Provider Database under the rights granted to Agency pursuant to these Terms, and (b) for whom access to the Care Provider Database has been procured.
  • 3.3.6 Subscription Term: A list of the service plans and pricing schedules (“Subscription Plan(s)”) that the Company offers can be found in the Subscription Plans section after login. The initial term of each Subscription Plan and Lead Generation Service is the period as stated in the purchase confirmation, receipt, agreed-upon order form (“Order Form”), and/or the invoice issued by the Company (the “Initial Term”). Agency’s Subscription Plan will automatically renew at the end of the Initial Subscription Term for successive terms of the same duration as the Initial Subscription Term (each referred to as a “Renewal Subscription Term,” together with the Initial Subscription Term, the “Subscription Term”), unless Agency provides cancellation notice at least thirty (30) days prior to the renewal date (or as otherwise required by applicable law). The Company reserves the right to adjust its fees before the commencement of any renewal term, provided that the Company notifies Agency of such fee alteration at least thirty (30) days prior to the expiration of the current term, whether the Initial Subscription Term or Renewal Subscription Term.
  • 3.3.7 Restrictions: Unless expressly allowed in these Terms, Agency shall not, and shall not permit and third party to (i) copy, reverse engineer, reverse assemble, or attempt to ascertain the source of the Care Provider database or any portion thereof, (ii) reproduce, modify, translate, or generate derivative work of the Care provider Database or any portion thereof, (iii) assist any third party in accessing, licensing, sublicensing, reselling, distributing, assigning, transferring, or using the Care Provider Database, (iv) remove or obliterate any proprietary notices present in or on the Care Provider Database or any copies thereof, or (v) publish or disclose the results of any benchmarking of the Care Provider Database or employ such results for Agency’s own development of competing services, without prior written consent from the Company.
  • 3.3.8 Fees: All of Our Subscription Plans are billed in advance on a monthly or annual basis. Agency agrees to pay all fees, charges, and taxes associated with Agency’s purchased Subscription Plan for the duration of the Subscription Term (referred to as the “Fees’” or “Subscription Services Fees”). All payments of Subscription Services Fees are non-refundable and non-transferable. We reserve the right to modify Our pricing terms at any time, notifying Agency of the new pricing terms by posting them on the Platform or through other means of communication. We also reserve the right to change other terms of Our Subscription Plans at any time, including altering the features accessible through a specific Subscription Plan. To acquire a Subscription Plan, Agency must provide Us with current, complete, accurate, and authorized credit card or another approved payment method. Agency consents to promptly inform Us of any changes to the provided payment method while Agency’s Subscription remains in effect. We subscribe to Our payment processors’ account update service, allowing them to receive updated card information and charge Agency’s credit card using the updated information, depending on the terms of Agency’s credit card agreement. Agency authorizes Us to automatically charge the provided payment method for the selected Subscription Plan. We will charge Agency for the Initial Subscription Term at the time of purchase or shortly after the purchase. Renewal of Agency’s Subscription Plan will be charged at the beginning of each Renewal Subscription Term unless Agency cancels. Failure to pay any Fees or other charges may result in the suspension or cancellation of Agency’s Subscription Plan. Fees are non-refundable.
  • 3.3.9 Upgrades/Downgrades. If Agency downgrades Agency’s Subscription Plan, the new Fees for the downgraded Subscription Plan becomes effective at the start of the following Renewal Subscription Term, and non-pro-rated refund of any prepaid Fees will be issued. Should Agency upgrade Agency’s Subscription Plan, the new Fees for the upgraded Subscription Plan shall take place with immediate effect, and Agency will be charged in full for the upgraded Subscription Plan.
  • 3.3.10 Data Provision. Unless expressly permitted in these Terms, Agency shall not, and shall not permit any third party to: (i) print, download, export, or make copies of Care Provider database (as defined below) accessible to Agency through the Subscription Services; or (ii) use the Care Provider Database, Subscription Services, in whole or in part, for the promotion, sale, or exchange of Care Provider Database related to illegal or illicit activities. For the purposes of this Agreement, “Care Provider database” encompasses the information or data provided by the Company to Agency through the Subscription Services, including personal information and/or records of Care Providers contained in the Company’s database and made accessible to Agency through the Subscription Services.
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  3.4. Lead Generation Services
  • 3.4.1 The Agency acknowledges and agrees to engage in Lead Generation Services offered by the Company for the purpose of connecting them with potential Care Providers.
  • 3.4.2 As part of the Lead Generation Services, the Agency will utilize the features and tools provided on the Database Website to identify and connect with Care Seekers who may be in need of Care Services.
  • 3.4.3 The Lead Generation Services may include, but are not limited to, access to a database of potential Care Seekers, collection of information from Care Seekers, including but not limited to names, contact details, their care needs, preferences, and other relevant details, tools for communication and outreach, and the ability to receive and respond to inquiries from Care Seekers.
  • 3.4.4 Care Seekers will be contacted by the Agency to facilitate the connection with identified Care Providers.
  • 3.4.5 The Agency agrees to be charged a predetermined fee per Lead received from the Platform. The fee per lead is subject to change, and the Agency will be notified in advance of any such changes.
  • 3.4.6 Upon the generation of a new Lead for the Agency, the Agency will receive both an email and a text notification from the Platform. The notification will include relevant details about the Lead and instructions for further action.
  • 3.4.7 Leads generated through the Platform are not exclusive and may be shared with up to three (3) different Agencies. Each Agency receiving a shared Lead will be charged the same Lead Fee.
  • 3.4.8 Once the Agency receives a Lead, the fee (the “Lead Fee”) will be charged to the credit card on the file immediately. The Agency is responsible for ensuring that the credit card information on file is accurate and up-to-date.
  • 3.4.9 Agency have the option to disable the Lead feature at any time. Upon disabling, the Agency will no longer new Leads, and no further charges will be incurred for leads generated after the disabling date.
  • 3.4.10 The quantity of Leads that an Agency may receive can vary based on the geographic location. The allocation of Leads is determined by the number of clients in a specific area who opt to receive calls from an Agency. The Platform will allocate Leads based on this criterion.
  • 3.4.11 The Company reserves the right to adjust the Lead Fee, and any changes will be communicated to the Agency in advance. Continued use of the Lead Generation Services after notification of a fee changes implies the Agency’s acceptance of the modified fee.

4. PLATFORM CONTENT

• 4.1. The Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Platform are copyrighted as a collective work under the U.S. copyright laws. The Company owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Agency may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Agency may download copyrighted material for Agency's personal use only under the Agreement. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of the Company and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Agency acknowledges that it does not acquire any ownership rights by downloading copyrighted material.
• 4.2. Agency shall not upload, post or otherwise make available on the Platform any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with Agency. Agency shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Platform, Agency automatically grants, or warrants that the owner of such material has expressly granted the Company the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Agency hereby grants the Company the right to edit, copy, publish and distribute any material made available on the Platform by Agency.
• 4.3. The Platform may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable Agency to communicate with Care Providers and Care Seekers (each a "Communication Service" and collectively "Communication Services"). Agency agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, Agency agrees that when using the Communication Services, Agency will not:
• 4.3.1 Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
• 4.3.2 Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• 4.3.3 Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
• 4.3.4 Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless Agency own or control the rights thereto or have received all necessary consent to do the same.
• 4.3.5 Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
• 4.3.6 Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
• 4.3.7 Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
• 4.3.8 Download any file posted by another Agency of a Communication Service that Agency know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
• 4.3.9 Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• 4.3.10 Restrict or inhibit any other Agency from using and enjoying the Communication Services.
• 4.3.11 Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
• 4.3.12 Harvest or otherwise collect information about others, including email addresses.
• 4.3.13 Violate any applicable laws or regulations.
• 4.3.14 Create a false identity for the purpose of misleading others.
• 4.3.15 Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of Database or usage information or any portion thereof.
• 4.4. The Company has no obligation to monitor the Communication Services. However, the Company reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. The Company reserves the right to terminate Agency’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. The Company reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in the Company's sole discretion.
• 4.5. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; Agency is responsible for adhering to such limitations if Agency downloads the materials.

5. AGENCY ACCOUNT, PASSWORD, AND SECURITY

• 5.1. The Agency acknowledges and agrees that they bear full responsibility for safeguarding the confidentiality of their account login credentials, including their password and account details. These login credentials are personal and unique to the Agency.
• 5.2. Furthermore, the Agency is solely responsible for monitoring and controlling any and all activities that take place under their registered account. This includes actions performed both by the Agency themselves and by any other parties accessing or using the account, with or without the Agency’s consent or knowledge.
• 5.3. The Agency expressly commits to promptly notify the Company of they become aware of any unauthorized use of their account, or if they suspect any breach of security related to their account. Such notifications should be made without undue delay to ensure that the Company can take appropriate measures to address the issue.
• 5.4. The Agency acknowledges that the Company will not bear any liability for any losses or damages that the Agency might incur as a consequence of another individual or entity using the Agency’s password or accessing their account, whether or not the Agency is aware of such unauthorized usage.
• 5.5. The Agency is strictly prohibited from accessing or attempting to access anyone else’s account at any time, without the explicit permission of the authorized account holder. Unauthorized access to another Agency’s account is a violation of these Terms and may result in legal action.

6. INTELLECTUAL PROPERTY RIGHTS

• 6.1. The Agency expressly authorizes the Company to use its trademarks, copyrights/designs/logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the Platform and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademarks/logos in the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and/or logos.
• 6.2. The Company’s Website and other Platforms, and the information and materials that it contains, are the property of the Company and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions, and other intellectual property laws. Platform’s Content is protected by copyright, trademark, patent, and other laws of the United States, foreign countries and international conventions. All the Company’s product names and logos are trademarks or registered trademarks. Nothing contained on the Company’s Website or the Platform should be interpreted as granting, by implication, estoppel, or otherwise, any license or right to use the Company’s Website or any materials displayed on the Company’s Website, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with the prior written consent of the Company. The Agency shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform.
• 6.3. Except as otherwise expressly granted to the Agency in writing, the Company does not grant the Agency any other express or implied right or license to the Platform, Content or Company’s intellectual property rights.
• 6.4. Proprietary Rights. Subject to the limited rights expressly granted in this Agreement, the Company reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to the Agency in this Agreement other than as expressly outlined in this Agreement.

7. THE SUBSCRIPTION SERVICES

• 7.1. subject to and contingent upon Agency’s compliance with the terms and conditions specified herein, the Company hereby confers upon Agency a non-exclusive, non-transferable license throughout the applicable Subscription Terms (as defined below): (i) to access and employ the Care Provider Database, (ii) to utilize all associated documentation in conjunction with the authorized use of Agency, in adherence to the terms and conditions set for the herein. Such utilization is restricted to Agency’s internal business operations and corresponding to the number of credits purchased. Notwithstanding any contrary statement on an Oder Form, each credit equates to one individual as a company lead, and if a company’s information undergoes alterations, it is considered an additional credit. Unless otherwise stated on an Order Form, unused credits within a Subscription Term (whether the Initial Subscription Terms or a Renewal Subscription Term) will not carry over for utilization in the ensuing Renewal Subscription Term; it’s a ‘use it or lose it’ scenario. The total count of Authorized users will not surpass the number specified in the Service Plan (as defined below) acquired, unless otherwise agreed upon in writing by both parties, subject to any necessary adjustments of the Fees due under this Agreement. For the purposes of these Terms, “Authorized users denote individuals who are Agency’s employees, consultants, contractors and agents who (a) are authorized by Agency to access and use the Care Provider Database under the rights granted to Agency pursuant to these Terms, and (b) for whom access to the Care Provider Database has been procured.
• 7.2. Subscription Term: A list of the service plans and pricing schedules (“Subscription Plan(s)”) that the Company offers can be found under the Subscription Plans section upon login to the Agency Website. The initial term of each Subscription Plan is the period as stated in the purchase confirmation, receipt, agreed-upon order form (“Order Form”), and/or the invoice issued by the Company (the “Initial Subscription Term”). Agency’s Subscription Plan will automatically renew at the end of the Initial Subscription Term for successive terms of the same duration as the Initial Subscription Term (each referred to as a “Renewal Subscription Term,” together with the Initial Subscription Term, the “Subscription Term”), unless Agency provides cancellation notice at least sixty (60) days prior to the renewal date (or as otherwise required by applicable law). The Company reserves the right to adjust its fees before the commencement of any renewal term, provided that the Company notifies Agency of such fee alteration at least sixty (60) days prior to the expiration of the current term, whether the Initial Subscription Term or Renewal Subscription Term.
• 7.3. Restrictions: Unless expressly allowed in these Terms, Agency shall not, and shall not permit and third party to (i) copy, reverse engineer, reverse assemble, or attempt to ascertain the source of the Care Provider database or any portion thereof, (ii) reproduce, modify, translate, or generate derivative work of the Care provider Database or any portion thereof, (iii) assist any third party in accessing, licensing, sublicensing, reselling, distributing, assigning, transferring, or using the Care Provider Database, (iv) remove or obliterate any proprietary notices present in or on the Care Provider Database or any copies thereof, or (v) publish or disclose the results of any benchmarking of the Care Provider Database or employ such results for Agency’s own development of competing services, without prior written consent from the Company.
• 7.4. Fees: All of Our Subscription Plans are billed in advance on a monthly or annual basis. Agency agrees to pay all fees, charges, and taxes associated with Agency’s purchased Subscription Plan for the duration of the Subscription Term (referred to as the “Fees’” or “Subscription Services Fees”). All payments of Subscription Services Fees are non-refundable and non-transferable. We reserve the right to modify Our pricing terms at any time, notifying Agency of the new pricing terms by posting them on the Platform or through other means of communication. We also reserve the right to change other terms of Our Subscription Plans at any time, including altering the features accessible through a specific Subscription Plan. To acquire a Subscription Plan, Agency must provide Us with current, complete, accurate, and authorized credit card or another approved payment method. Agency consents to promptly inform Us of any changes to the provided payment method while Agency’s Subscription remains in effect. We subscribe to Our payment processors’ account update service, allowing them to receive updated card information and charge Agency’s credit card using the updated information, depending on the terms of Agency’s credit card agreement. Agency authorizes Us to automatically charge the provided payment method for the selected Subscription Plan. We will charge Agency for the Initial Subscription Term at the time of purchase or shortly after the purchase. Renewal of Agency’s Subscription Plan will be charged at the beginning of each Renewal Subscription Term unless Agency cancels as per section 7.2. failure to pay any Fees or other charges may result in the suspension or cancellation of Agency’s Subscription Plan. Fees are non-refundable.
• 7.5. Upgrades/Downgrades.If Agency downgrades Agency’s Subscription Plan, the new Fees for the downgraded Subscription Plan becomes effective at the start of the following Renewal Subscription Term, and non-pro-rated refund of any prepaid Fees will be issued. Should Agency upgrade Agency’s Subscription Plan, the new Fees for the upgraded Subscription Plan shall take place with immediate effect, and Agency will be charged in full for the upgraded Subscription Plan.
• 7.6. Data Provision.Unless expressly permitted in these Terms, Agency shall not, and shall not permit any third party to: (i) print, download, export, or make copies of Care Provider database (as defined below) accessible to Agency through the Subscription Services; or (ii) use the Care Provider Database, Subscription Services, in whole or in part, for the promotion, sale, or exchange of Care Provider Database related to illegal or illicit activities. For the purposes of this Agreement, “Care Provider database” encompasses the information or data provided by the Company to Agency through the Subscription Services, including personal information and/or records of Care Providers contained in the Company’s database and made accessible to Agency through the Subscription Services. , including, but not limited to,

8. RELATIONSHIP

• 8.1. No Agency Relationship: This Agreement unequivocally establishes that the Care Provider is not to be construed as an agent, employee, or representative of the Company in any capacity. The Care Provider is expressly devoid of the authority to bind the Company to any liability or obligation, nor are they empowered to represent themselves as possessing such authority. The Company bears no responsibility for the actions or omissions of the Agency, and the Agency is explicitly prohibited from representing, speaking for, binding, or assuming any obligation on behalf of the Company.


• 8.2. Independent Contractor Status
  • 8.2.1 Care Providers are recognized as independent contractors and not employees of the Company, as defined by applicable federal, state, and local laws and regulations governing insurance, worker’s compensation, industrial accidents, labor, and tax matters. The Company bears no liability for employment-related taxes or withholding taxes concerning the Care Provider.
  
  
• 8.3. The Agency explicitly acknowledges that they are not authorized to enter into any contract or assume any obligation on behalf of the Company without obtaining prior written consent from the Company.


• 8.4. Sole Responsibility and Control
  • 8.4.1 Agency shall bear exclusive responsibility for the provision of Care Services and shall retain complete autonomy and control over the Care Provider’s work. The Company possesses no right
  • 8.4.2 The role of the Company is strictly confined to that of a facilitator and intermediary, serving to connect Agency with Care Providers. The Company does not exercise control over, or assume responsibility for, the methods, means, or processes by which Care Providers provide their services.


• 8.5. Employment Relationship
  • 8.5.1 The Agency acknowledges and agrees that Care Providers shall be their employees. This employment relationship is subject to the terms and conditions under this Agreement.
  • 8.5.2 The Agency shall be solely responsible for all aspects of the employment relationship, including but not limited to hiring, termination, supervision, scheduling, and compensation of the Care Provider.
  • 8.5.3 The Agency assumes full responsibility for compliance with all applicable local, state, and federal laws, regulations, and requirements related to the employment of the Care Provider. This includes, but is not limited to , laws governing wages, hours, working conditions, taxes, insurance, and any other relevant employment laws.
  • 8.5.4 The Agency is responsible for providing any required employee benefits to the Care Provider, including but not limited to health insurance, workers’ compensation, and any other benefits mandated by applicable laws.
  
  
  • 8.5.5 Employment Relationship
    • 8.5.5.1 The Agency is responsible for the recruitment, hiring, training, supervision, scheduling, and termination of the Care Provider.
    • 8.5.5.2 The Agency shall provide the Care Provider with the necessary tools, equipment, and resources required to perform their duties.
  
  
  • 8.5.6. The Agency reserves the right to terminate the employment of the Care Provider in accordance with applicable employment laws. The termination process shall be handled solely by the Agency.
  • 8.5.7. The Company shall not be held liable for any disputes, claims, or legal actions arising from the Agency-Care Provider relationship. The Agency acknowledges that the Company’s responsibility is limited to providing a platform for connection and is not involved in the day-to-day employment relationship between Agency and Care Provider.

9. Non-SOLICITATION FOR FUTURE CONTACTS

• 9.1. Non-solicitation commitment for future service contracts: During the term of this Agreement and for a period of 2 years after its termination, Agency, hereby agree not to directly solicit or engage in any direct contact with Care Providers and Care Seekers, for the purpose of providing or seeking caregiving or related services independently of the Platform, in the context of any future service contracts that may be established between the parties.
• 9.2. This commitment does not prohibit parties from communicating with each other for non-competitive or regular communication between the parties for services booked through the Platform.

10. PAYMENT TERMS

• 10.1. Agency agrees to keep a current credit or debit card on file with the Platform at all times. Agency authorizes the Company to charge Agency’s card for utilizing the Platform. The Company is authorized to charge the credit card for Stripe fees, Platform fees, Subscription Fees, and Lead Generation Fee (collectively referred to as “Fees”). Agency agrees that the Company may charge their payment method for verification and pre-authorization purposes and Agency agrees to bear any additional charges that bank or other financial service provider may levy.
• 10.2. The Agency agrees to pay all applicable Stripe processing fees, which may be incurred during the payment transaction process. These fees will be directly deducted from the total amount paid and are subject to Stripe’s terms and conditions.
• 10.3. The Company, in its sole discretion, reserves the right to charge certain penalty fees for fraud, misconduct, late payment or any other violation of the Terms of the Platform.
• 10.4. The Company, in its sole discretion, reserves the right to charge certain penalty fees for fraud, misconduct, late payment or any other violation of the Terms of the Platform.The Company reserves the right to terminate the Agency’s account in the event the Company is unable to charge the payment method, or the Agency is unable to update the new payment method.

11. CANCELLATION AND TERMINATION

• 11.1. The Company reserves the right, in its sole discretion, to immediately terminate Agency’s access to all or part of the Platform, to remove Agency’s profile and/or any content posted by or about Agency from the Platform, and/or to terminate Agency’s account with the Platform, with or without notice for any reason or no reason in its sole discretion, including without limitation, if the Company should determine that Agency is not eligible to use the Services, have violated any Terms stated herein, are not suitable for participation, have misused or misappropriated Platform’s content, including but not limited to use on a "mirrored," competitive, or third-party site. Upon termination, the Company shall be under no obligation to provide the Agency with a copy of any content posted by or about you on the Platform.
• 11.2. Following any termination of any Agency’s use of the Platform, the Company reserves the right to send a notice thereof to other users with whom we believe the individual has corresponde Our decision to terminate a Agency's registration and/or to notify other Registered users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as information bearing on, the individual's character, general reputation, personal characteristics, or mode of living.

12. BACKGROUND CHECKS AND VERIFICATION

• 12.1. As part of the Company’s commitment to safety, security, and integrity, the Company may, at its discretion and to the extent permitted by applicable law, conduct background checks and verification processes on Care Providers. These checks are intended to enhance the safety and trust of Our Platform and ensure compliance with our Terms.
• 12.2. Agency is encouraged to conduct their own background checks on Care Providers, and the Company does not assume any responsibility for the authenticity, accuracy, or completeness of such checks.
• 12.3. Agency should be aware that background check standards and requirements may vary between different companies and jurisdictions. The standards and requirements applied by the Agency may be different from those applied by the Company. It is the sole responsibility of the Agency to determine the scope and criteria of the background check they wish to perform.
• 12.4. The Company disclaims any liability related to the accuracy, authenticity, or effectiveness of background checks conducted by Agency or third-party companies. The Company does not endorse or validate any specific background check service or report.
• 12.5. Agency should independently assess the results of background checks and make decisions based on their own judgment, risk tolerance, and specific requirements. The Company does not provide any guarantees regarding the suitability or safety of any Care Provider.
• 12.6. The Company does not assume any liability for the accuracy, completeness, or timeliness of information obtained through background checks and verification processes. Agency expressly acknowledge that the Company does not guarantee the reliability or accuracy of the information gathered from these checks.
• 12.7. By using the Platform, Agency releases the Company from any claims, demands, or damages (actual or consequential) related to the use of information obtained through background checks and verifications.

13. Disclaimer of Warranty; Limitation of Liability

• 13.1. AGENCY EXPRESSLY AGREES THAT USE OF THE PLATFORM IS AT AGENCY'S SOLE RISK. NEITHER THE COMPANY, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE PLATFORM.
• 13.2. THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.
• 13.3. 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. AGENCY SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER AGENCYS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH AGENCY.
• 13.4. IN NO EVENT WILL THE COMPANY, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE PLATFORM OR THE COMPANY’S SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM. AGENCY HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE PLATFORM.
• 13.5. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, THE COMPANY, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE PLATFORM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE AGENCY, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
• 13.6. FORCE MAJEURE – NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

14. WARRANTIES, REPRESENTATION AND UNDERTAKINGS OF AGENCY

• 14.1. The Agency affirms and warrants that all obligations stipulated under this Agreement are in full compliance with applicable laws and are, to the best of their knowledge, legal, binding, and enforceable against the Agency.
• 14.2. The Agency agrees and undertakes to promptly inform the Company if there are any legal proceedings pending against the Agency that could have material adverse effect on their ability to fulfill and meet their obligations under this Agreement.
• 14.3. The Agency commits to ensuring continuous compliance with all regulatory requirements relevant to their business and to the fulfillment of this Agreement. This includes, but is not limited to, adherence to intellectual property rights, value-added tax (VAT), and any other statutory or legal obligations. The Agency further declares and confirms that they have fulfilled and will continue to discharge all their obligations to relevant statutory authorities.
• 14.4. The Agency agrees that appropriate disclaimers and Terms of use on the Platform shall be placed by the Company.

15. INDEMNIFICATION

• 15.1. The Company explicitly disclaims responsibility for the conduct, whether occurring offline or online, of any action of Agency, Care Provider or Care Seeker. Furthermore, the Company disclaims any liability associated with the use of information made available through Our Platform.
• 15.2. The Agency agrees to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, and agents from and against any and all taxes, losses, damages, liabilities, costs, and expenses, including but not limited to attorneys’ fees and other legal expenses. This indemnification extends to claims arising directly or indirectly from or in connection with, but not limited to:
  • 15.2.1. Any negligent, reckless or intentionally wrongful act of the Agency or Agency’s assistants, employees, contractors or agents
  • 15.2.2. A determination by a court or Agency that the Care Provider is not an independent contractor of the Company.
  • 15.2.3. Any breach by the Agency or Agency’s assistants, employees, contractors or agents of any of the covenants contained in the Agreement.
  • 15.2.4. Any failure of the Agency to perform the services or abide by the Terms of this Agreement.
  • 15.2.5. Arising out of or relating to Agency’s performance of his obligations hereunder, including but not limited to acts or omissions of the Agency or the Care Provider or anyone the Agency has engaged to perform any portions of the Care Provider services.
• 15.3. In connection with any claim by a third party (including an intellectual property claim) arising out of
  • 15.3.1 Materials and content submitted, posted or transmitted through the Platform.
  • 15.3.2 Use of the Platform or Services by you in violation of this Agreement or in violation of any applicable law.
  • 15.3.3 Any relationship or agreement formed with Care Provider or Care Seeker using the Platform or its Services.
• 15.4. Agency further agree that they will cooperate as reasonably required in the defense of such claims. The Company and its Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Agency, and Agency shall not, in any event, settle any claim or matter without the written consent of the Company.
• 15.5. This clause shall survive the termination or expiration of this Agreement.

16. EXPRESS RELEASE

• 16.1. Agency expressly hereby release and waive all claims against the Company and its employees, subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners (hereinafter collectively referred to as “Released Parties”), from any and all liability for claims, damages (whether actual and/or consequential), costs and expenses including but not limited to litigation costs and attorneys' fees, of every kind and nature, arising from or in any way related to Agency’s use of the Platform. This release encompasses all matters arising from or in any way related to Agency’s use of the Platform.
• 16.2. Agency acknowledge and understand that any fact related to any matter covered by this release may, in the future, be found to be other than what is currently believed to be true. Agency explicitly accept and assume the risk associated with such potential differences in fact.
• 16.3. Additionally, Agency expressly waive and relinquish any and all rights and benefits that Agency may have under any other state or federal statute or common law principles of similar effect, to the fullest extent permitted by law.

17. LIMITATION OF LIABILITY

• 17.1. Incidental Damages and Aggregate Liability
  • 17.1.1 In no event will the Company be liable for any indirect, special, incidental, or consequential damages, losses, or expenses arising out of or relating to the use or inability to use the Platform or Services. This includes, without limitation, damages related to any information received from the Platform, removal of content from the Platform (including profile information), any linked website or use thereof, or inability to use by any party. It also applies to any connection with the termination of Agency’s subscription or ability to access the Platform or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure, even if the Company or its representatives have been advised of the possibility of such damages, losses, or expenses. UNDER NO CIRCUMSTANCES WILL COMPANY’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE PRICE PAID BY AGENCY FOR THEIR ACCOUNT.
  • 17.1.2 No Liability for non-GoInstaCare Actions
    • 17.1.2.1 IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE PLATFORM OR ANY AGREEMENT OR RELATIONSHIP FORMED USING THE PLATFORM OR CARE SERVICES. THIS INCLUDES, WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE'S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE PLATFORM OR TRANSMITTED TO OR BY ANY AGENCYS. IT ALSO INCLUDES ANY OTHER INTERACTIONS WITH OTHER REGISTERED AGENCYS OF THE PLATFORM, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE CONDUCT OF CARE PROVIDERS OR CARE SEEKERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM THE AGENCY.
  • 17.1.3 Professional Advice Disclaimer
    • 17.1.3.1 In addition to the preceding paragraphs of this section and other provisions of these Terms, any advice that may be posted on the Platform is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Platform. If Agency has specific concerns or a situation arises in which you require professional or medical advice, they should consult with an appropriately trained and qualified specialist.

18. CONFIDENTIALITY

• 18.1. For the purposes of this Agreement, “Confidential Information” refers to any and all non-public information, including but not limited to, Database, records, business strategies, customer lists, financial information, Personal Information, and any other proprietary information related to the Platform’s Database.
• 18.2. The Agency agrees to treat all Confidential Information with the utmost confidentiality and to take all reasonable precautions to prevent unauthorized disclosure.
• 18.3. Non-Disclosure of Personal Information
  • 18.3.1. Personal Information Definition: For the purposes of this clause, “Personal Information” includes but is not limited to the Care Provider’s and Care Seeker’s, photographs, contact information, address, medical history, or any other information that could reasonably identify the Care Provider and Care Seeker.
• 18.4. The Agency shall not use the Confidential Information for any purpose other than the performance of obligations under this Agreement. The Agency shall not disclose, reproduce, or distribute the Confidential Information to any third party without the prior written consent of the holder of the Confidential Information.
• 18.5. The Confidential Information will be used solely for the purpose of connecting Care Seekers with appropriate Care Providers and placing Care Providers in care facilities.
• 18.6. The Agency will not sell or disclose Confidential information to third parties without explicit consent, except as required for the intended purpose of connecting with Care Providers and care facilities.
• 18.7. The Agency will implement appropriate security measures to safeguard the collected data from unauthorized access, disclosure, alteration, and destruction.
• 18.8. In the event of a data breach, the Agency will promptly notify the Company and take necessary actions to mitigate the impact.
• 18.9. Consequences of Breach
  • 18.9.1. Breach of Confidentiality: Any breach of this Confidentiality and breach clause by the Agency shall be considered a material breach of this agreement, subjecting the Agency to legal consequences, including but not limited to termination of the Agency’s account with the platform and potential legal action.
  • 18.9.2. Liability: The Agency acknowledges that they may be held legally liable for any harm, damage, or distress caused to the Care Provider or Care Seeker as a result of the breach of this confidentiality and privacy clause.
• 18.10. Duration of Obligation
  • 18.10.1. Duration: The obligation under this Confidentiality and privacy clause shall remain in effect during the term of this Agreement shall survive its termination or expiration.
  • 18.10.2. Limitation of the Company’s Liability: The Company shall not be held responsible or liable for any actions, omissions, or breaches of confidentiality committed by the Agency, including but not limited to the disclosure, sharing, or posting of Care Provider’s or Care Seeker’s personal information on any social media platform, website, or any other public forum.

19. CONSENT TO ELECTRONIC COMMUNICATION

• 19.1. By accessing and using Company’s Platform, Agency hereby consent to electronic communication with the Company and agree to receive electronic delivery of notices, documents, or products, which may include information that is subject to protection under the Health Insurance Portability and Accountability Act (“HIPPA”).
• 19.2. Agency consent to receiving notices, documents, or products electronically from the Company through the aforementioned channels. These electronic communications may pertain to a variety of matters, including account information, healthcare-related information, and other notifications relevant to Agency’s use of the Platform.
• 19.3. Agency further agree to regularly monitor Agency’s Platforms’ account, alerts, and messages, as well as the email account (including spam/junk folder) associated with Your Platform’s account. This diligence is essential to staying informed about important notices and critical information concerning Your account, as well as any updates or changes that may impact Your interaction with the Platform.
• 19.4. Agency acknowledge and agree that the Company may communicate with Agency electronically through various electronic communication channels, including but not limited to :
  • 19.4.1. The Company’s Website
  • 19.4.2. The Company’s mobile applications
  • 19.4.3. Online messaging platforms
  • 19.4.4. Email
  • 19.4.5. SMS or text messages

20. NO WARRANTY

• 20.1. The information and materials contained on the Platform, including text, graphics, information, links, or other items are provided "as is," "as available." Furthermore, opinions, advice, statements, offers, or other information or content made available through the Agency Content, but not directly by the Platform, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.
• 20.2. The Company
  • 20.2.1. Does not warrant the accuracy, adequacy, or completeness of this information and materials.
  • 20.2.2. Does not adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a party other than the Company.
  • 20.2.3. Does not warrant that Your use of the Platform or Services will be secure, free from computer viruses, uninterrupted, always available, error-free, or will meet your requirements, or that any defects in the Services will be corrected.
  • 20.2.4. Does not give any warranties of fitness for a particular purpose or non-infringement of third-party rights.
  • 20.2.5. To the extent permitted by applicable law, the Company expressly excludes all conditions, warranties, and other terms which might otherwise be implied by statute, common law, or the law of equity and disclaims liability for errors or omissions in this information and materials.
• 20.3. In addition, and without foregoing, the Company makes no representation or warranties of any kind, whether express or implied, regarding the suitability of any Agency of Our Platform to provide services as a Care Provider or to employ the services of a Care Provider.

21. ARBITRATION

• 21.1. Arbitration. In consideration of Agency’s relationship with the Company, the Company’s promise to arbitrate all disputes related to Agency’s use of the Platform and Services, ,the Agency agrees that any and all controversies, claims, or disputes with anyone (including the Company, and any employee, officer, director, shareholder, or affiliate) arising out of, relating to, or resulting from Agency’s use of the Platform and Services, including Care Services, including any breach of this Agreement, shall be subject to binding arbitration under the Federal Arbitration Act (The “FAA”). The FAA’s substantive and procedural rules shall govern and apply to this arbitration agreement with full force and effect, and any state court of competent jurisdiction may stay proceedings pending arbitration or compel arbitration in the same manner as a federal court under the FAA. Agency further agrees that, to the fullest extent permitted by law, Agency may bring such arbitration proceedings only in Agency’s individual capacity, and not as a plaintiff, representative or class member in any purported class, collective or representative lawsuit or proceeding. Agency agrees to arbitrate any and all common law and/or statutory claims under local, state, or federal law, including, but not limited to, claims relating to employment status, classification and relationship with the company, and claims of contract, except as prohibited by law. Agency also agrees to arbitrate (except as prohibited by law) any and all disputes arising out of or relating to the interpretation or application of this agreement to arbitrate, but not disputes about the enforceability, revocability or validity of this Agreement to arbitrate or any portion hereof. With respect to all such claims and disputes that Agency agrees to arbitrate, Agency hereby expressly agrees to waive, and does waive, any right to a trial by jury. Agency further understands that this agreement to arbitrate also applies to any disputes that the Company may have with Agency. Agency understands that nothing in this Agreement requires Agency to arbitrate claims that cannot be arbitrated under applicable law, such as claims under the Sarbanes-Oxley Act. Similarly, nothing in this Agreement prohibits Agency from engaging in protected activity, as set forth below.
• 21.2. Procedure. Agency agrees that any arbitration will be administered by jams, pursuant to its employment arbitration rules & procedures (the “Jams Rules”), which are available at https://www.jamsadr.com/rules-employment-Arbitration/. Agency agrees that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, and motions to dismiss, applying the standards set forth under the Texas rules of Civil Procedure. Agency agrees that the arbitrator shall issue a written decision on the merits. Agency also agrees that the arbitrator shall have the power to award any remedies available under applicable law, and that the arbitrator may award attorneys’ fees and costs to the prevailing party, where permitted by applicable law. Agency agrees that the decree or award rendered by the Arbitrator may be entered as a final and binding judgment in any court having jurisdiction thereof. Agency agrees that the arbitrator shall administer and conduct any arbitration in accordance with Texas law, including the Texas rules of Civil Procedure and the Texas rules of Evidence, and that the arbitrator shall apply substantive and procedural Texas law to any dispute or claim, without reference to rules of conflict-of-law. Agency agrees that any arbitration under this Agreement shall be conducted in Williamson county, Texas.
• 21.3. Remedy. Except as provided by the FAA or this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between Agency and the Company. Accordingly, except as provided for by the FAA or this Agreement, neither Agency nor the Company will be permitted to pursue or participate in a court action regarding claims that are subject to arbitration.
• 21.4. Voluntary Nature of Agreement. Agency acknowledges and agrees that Agency is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Agency further acknowledges and agrees that Agency has carefully read this agreement and that Agency has asked any questions needed for Agency to understand the Terms, consequences, and binding effect of this Agreement and fully understands it, including that Agency is waiving Agency’s right to a jury trial. Finally, Agency agrees that Agency has been provided an opportunity to seek the advice of an attorney of Agency’s choice before signing this agreement.

22. MISCELLANEOUS

• 22.1. Governing Law; Consent to Personal Jurisdiction. With the exception of the arbitration requirements set forth in Arbitration Section above that are governed by the FAA, this Agreement shall be governed by the laws of the State of Texas, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Texas for any lawsuit.
• 22.2. Assignability.. This Agreement will be binding upon Agency’s heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. Except as may otherwise be provided in this Agreement, Agency may not sell, assign, delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise.
• 22.3. Entire Agreement.. This Agreement constitutes the entire Agreement and understanding between the Agency and Company with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Agency and Company. Agency represents and warrants that Agency is not relying on any statement or representation not contained in this Agreement. To the extent of conflict with these Terms and other terms, the Terms of this Agreement shall control unless otherwise expressly agreed by the Company and Agency.
• 22.4. Severability.. If a court or other body of competent jurisdiction finds, or the Agency and Company mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
• 22.5. Notices.. Any notice or communication required or permitted by this Agreement to be given to a party shall be in writing and shall be deemed given (i) if delivered personally or by a commercial messenger or courier services, (ii) when sent by email (so long as such email is not returned as undelivered), (iii) if mailed by U.S. registered or certified mail (return receipt requests), to the party at the Party’s address mentioned below or at such other address as the party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section. If by email, delivery shall be deemed effective as of the date it is sent.
  • 22.5.1 If to the Company, to: 8585 Spicewood Springs Road #627, Austin, TX 78759, or by email at admin@GoInstaCare.com.
  • 22.5.2 If to the Agency, to: Agency’s email address.

Changes to Terms

GoInstaCare reserves the right, in its sole discretion, to change the Terms under which www.GoInstaCare.com is offered. The most current version of the Terms will supersede \ all previous versions. GoInstaCare encourages you to periodically review the Terms to stay informed of our updates.

Contact us

GoInstaCare welcomes your questions or comments regarding the Terms:
GoInstaCare LLC
8585 Spicewood Springs Rd, #627
Austin, Texas 78759

Email Address:
support@goinstacare.com

Effective as of November 30, 2023