PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY INDEPENDA, INC. (“INDEPENDA”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR EACH SUBSCRIBER’S (AS DEFINED BELOW) USE OF THE INDEPENDA SERVICE, INCLUDING, WITHOUT LIMITATION, ANY OTHER FEATURES, CONTENT, WEBSITES OR APPLICATIONS OFFERED FROM TIME TO TIME BY INDEPENDA IN CONNECTION THEREWITH (COLLECTIVELY “SERVICE(S)”). BY USING THE SERVICE IN ANY MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

Service and Registration Process

The Service contains a variety of offerings relating to information management, reminders, and health status tracking. Independa’s Service is designed to assist family members and other caregivers (each a “Caregiver”) in helping to manage certain needs of their senior loved ones and care recipients (each a “Care Recipient”). In order to receive our Service, each Caregiver must register for the Service on behalf of such Caregiver and the relevant Care Recipient, and such Caregiver must have authorization from the Care Recipient to undertake such activities and to agree to these Terms of Use on the Care Recipient’s behalf. Each Caregiver hereby represents and warrants that (i) he or she has express authority and consent from the relevant Care Recipient to enter into this Agreement and register for the Services on that Care Recipient’s behalf, and (ii) if at any time Independa is notified that such authority or consent has been withdrawn, Independa reserves the right to promptly terminate Your use of the Service (without any right of refund). The Caregiver and Care Recipient shall be referenced herein collectively as the “Subscriber,” “You,” or “Your.”

Independa reserves the right, in its sole discretion, to modify or replace all or any part of the Terms of Use (including, without limitation, pricing and payment terms set forth in “Fees and Payment”), or change, suspend, or discontinue all or any part of the Service at any time by posting a notice on the Service or by sending Caregiver an email. It is Caregiver’s responsibility to check the Terms of Use periodically for changes. Caregiver’s continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

You shall provide Independa with accurate, complete, and updated registration information, and You are solely responsible for activity that occurs on Your account and for maintaining the security of Your Independa password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Independa in writing of any unauthorized use of Your account, or any other account related security breach of which You are aware. The Service is available only to individuals who are at least 18 years old.

Use of Your Information

If You create, transmit, submit, display or otherwise make available information while using Independa’s Service, You may provide only information that You own or have the right to use. When You provide access to any such information through the Service, You give Independa a license to use and distribute it to authorized parties in connection with the Service. However, Independa may only use information You provide as permitted by the Independa Privacy Policy, and applicable law. [[Independa is not a "covered entity" under the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder ("HIPAA"). As a result, HIPAA does not apply to the transmission of health information by Independa to any third party.]] [HIPAA counsel to review] Please closely review our Privacy Policy for more information regarding how we use and disclose each Subscriber’s personal information. Our Privacy Policy is incorporated into these Terms of Use by this reference.

Not Medical Advice

Independa does not offer medical advice or diagnoses or engage in the practice of medicine. Our Service is not intended to be a substitute for professional medical advice, diagnosis, or treatment and is offered for informational purposes only. Always seek the advice of Care Recipient’s physician or other qualified health provider with any questions regarding Care Recipient’s medical condition or the use (or frequency) of any medication for Care Recipient. Never disregard professional medical advice or delay in seeking it because of something You have read in connection with our Service.

The Services are entirely dependent upon the accuracy and completeness of the information You give us. You are solely responsible for any decisions or actions You take based on the information and materials available through the Service. Reliance on any information provided by Independa or in connection with the Service is solely at Your own risk.
 

If You think Care Recipient may have a medical emergency, call Care Recipient’s doctor or 911 immediately.

 

Third Party Services

Independa may make third-party services available through the Service. In order to use a specific service, Caregiver may choose to allow a third-party service provider to retrieve, provide, and/or modify information in Your account or otherwise share Your information with the service provider. Once Caregiver enables a specific third-party service provider to access Your account, the service provider may continue to access Your account until Caregiver affirmatively disables access. It is Caregiver’s sole responsibility to review and approve each such third-party service with which You wish to engage through the Service.

Independa is not responsible for and does not endorse any third-party content or services, including, without limitation any health care providers, products, tests, procedures, services, opinions, or web sites accessed or mentioned on the Service. USE OF ANY THIRD PARTY SERVICES IS SOLELY AT YOUR OWN RISK.

Rules and Conduct

As a condition of use, You promise not to use the Service for any purpose that is prohibited by the Terms of Use or other rules or policies implemented by Independa from time to time. The Service (including, without limitation, any Content) is provided only for Your own personal, non-commercial use. For purposes of the Terms of Use, the term “Content” includes, without limitation, any information, data, text, photographs, videos, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Independa or its partners on or through the Service. By way of example, and not as a limitation, You shall not (and shall not permit any third party to) take any action that: would constitute a violation of any applicable law, rule or regulation; infringes any intellectual property or other right of any other person or entity; is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; or impersonates any person or entity. Independa reserves the right to remove any Content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Independa is concerned that You may have violated the Terms of Use), or for no reason at all.

Further, You shall not (directly or indirectly): (i) take any action that imposes or may impose an unreasonable or disproportionately large load on Independa’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures Independa may use to prevent or restrict access to the Service (or parts thereof); (iv) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (v) modify, translate, or otherwise create derivative works of any part of the Service; or (vi) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that You receive hereunder.

Fees and Payment

Caregiver agrees to timely pay all applicable fees in connection with Your use of the Service. We reserve the right to change our fees and to institute new charges at any time, with no less than ten (10) days prior notice to Caregiver, which may be sent by email or posted on the Service. Caregiver’s use of the Service following such notification constitutes Caregiver’s acceptance of any new or increased charges, which will apply to Caregiver upon the commencement of the prepaid billing cycle immediately following such notification. For more information about our fees, please click here.

Termination

Independa may terminate Your access to all or any part of the Service at any time if You fail to comply with these Terms of Use, which may result in the forfeiture and destruction of all information associated with Your membership and which will immediately terminate Your ability to use the Service in any way. If You wish to terminate Your account, You may do so by following the instructions on the Service. Any fees paid hereunder are non-refundable. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.

Disclaimer

THE SERVICE (INCLUDING, WITHOUT LIMITATION, ANY CONTENT) IS PROVIDED "AS IS" AND "AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. YOUR USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You shall defend, indemnify, and hold harmless Independa, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to (i) Your use or misuse of, or access to, the Service, or (ii) Your violation of the Terms of Use or any applicable law, contract, policy, regulation or other obligation. Independa reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Independa in connection therewith.

Limitation of Liability

IN NO EVENT SHALL INDEPENDA, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES, (II) FOR YOUR RELIANCE ON THE SERVICE (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE FEES PAID BY YOU FOR THE SERVICE OR (IV) FOR ANY MATTER BEYOND ITS OR THEIR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Dispute Resolution

A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Independa agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. The prevailing party in the arbitration (or permissible court action described below) shall be entitled to receive reimbursement of its reasonable expenses incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the Northern District of California.

Miscellaneous

The Terms of Use are the entire agreement between You and Independa with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Independa with respect to the Service. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Terms of Use are personal to You, and are not assignable or transferable by You except with Independa's prior written consent. Independa may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service.