Terms of Service | CareLumi

These CareLumi Platform Terms of Use ("Terms" or "Terms of Use") are entered into by and between you ("you" or "your"), on the one part, and CareLumi ("CARELUMI," "we," "our" or "us"), on the other part. These Terms govern your use of the CARELUMI Platform and wherever these Terms are posted (the "Platform" and collectively the "Services").

READ THESE TERMS CAREFULLY AS THEY MAY IMPACT YOUR RIGHTS, OBLIGATIONS, AND REMEDIES IN CONNECTION WITH THE SERVICES, INCLUDING TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW AN AGREEMENT TO ARBITRATE AND A CLASS ACTION WAIVER UNDER SECTIONS 15 AND 16 BELOW.

1. Acceptance

BY ACCESSING OR USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THESE TERMS OF USE IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT USE THE SERVICES.

2. Platform; Users; and Additional Terms

If you have registered to use the Platform, you will be designated as an "Administrator User". "User Organizations" are applicable organizations that Administrator Users belong to, including but not limited to care centers. "Users" are collectively any user of the Services, including Administrator Users.

Use of our Services as a certain user may be subject to additional terms in addition to these Terms of Use ("Additional Terms"). All such Additional Terms provided or made available to you shall be incorporated into these Terms of Use. In the event of a conflict between these Terms of Use and any Additional Terms, unless otherwise expressly stated in the Additional Terms, these Terms of Use shall control.

3. Changes to the Terms

We reserve the right, in our sole discretion, to amend these Terms, at any time and without prior notice. All changes are effective immediately when we post them unless we expressly specify otherwise, and unless otherwise required by applicable law. In any event, no changes will apply retroactively as to any claims existing prior to the "last updated" date. By continuing to use the Services after we have posted an updated version of the Terms, you are affirming that you agree to be bound by the amended Terms. You are expected to check this page, so you are aware of any changes, as they are binding on you. If there are material changes to these Terms, we may also reserve the right to provide notice of said changes in other alternative manners, such as posting said changes to the Sites, Platform, and/or communicating said changes via e-mail or other communication channel.

4. Access to Services

Subject to your compliance with the Terms, we grant you a limited, revocable, non-exclusive, non- transferable, non-assignable and non-sublicensable right to access and use the Services for your own personal or internal business use only, and not for resale or third-party distribution. In order to use the Services, you must have internet access, otherwise you will not be able to use some or all of the Services, including the Platform.

CARELUMI reserves the right, in its sole discretion, to modify or discontinue offering any aspect of the Services, or to impose limits on your use of the Services, or any features, functionality or tools thereof, if it determines in its reasonable business discretion that such action is required. You agree that we have no obligation to provide any updates or to continue to provide or enable any particular Service features, functionality, tools or content and, to the maximum extent permitted by applicable law, will not be liable with respect to any such modifications, discontinuance or deletions.

To access parts of the Services like the Platform, you may be required to provide certain registration details or other information to create an account ("Account"). It is a condition of your use of the applicable Services that all the Account information you provide to us is correct, current, and complete. It is your responsibility to update any Account information when it becomes out-of-date. Any personal data processed by us with respect to your Account will be done so in accordance with our privacy policy found on the website ("Privacy Policy"). You agree that you must not disclose Account access credentials to any other person or entity.

5. Access and Use Restrictions

As an express condition of your use of the Services, you represent and warrant to us that you shall not use the Services for any unlawful purpose or purpose prohibited by these Terms or the laws or regulations in the jurisdiction in which you live or reside, or where you may engage in any activity with the Services. WITHOUT LIMITING THE FOREGOING, you agree not to use the Services for any of the following purposes:

Distribute, publicly perform, or publicly display any part of the Services;
Upload through the Services or otherwise provide to CARELUMI, any User Data that the User does not have the requisite permissions, authority, or consent as necessary for such User Data to be processed by CARELUMI in accordance with the respective User's instructions;
Violate any law, regulation, or governmental policy in any applicable jurisdiction, including, without limitation, pay for, support, or otherwise engage in any illegal activities such as prohibited trade, illegal gambling, fraud, money laundering, or terrorist activities;
Share, lease, rent, use, or otherwise provide access to the Services to or on behalf of any third party;
Use the Services in connection with the performance of any service performed for any third party;
Infringe upon, misappropriate, or violate intellectual property rights or any other rights of any person or entity (including, without limitation, CARELUMI);
Behave in a harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable manner;
Violate the security of any computer network, or crack any password or security encryption code;
Impersonate or attempt to impersonate another individual or entity, including, without limitation, any CARELUMI employee or agent, or another User;
Infringe, in any way, on the rights of others or engage in behavior or activity that is threatening, harmful, discriminatory, or fraudulent;
Access, copy, or store any of the Services' source code or a significant portion of our content;
Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or in connection with the Services;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services or any server, computer, or database connected to the Services;
Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;
Attack any User's or CARELUMI's information technology systems (or those providing information technology systems of a User or CARELUMI's behalf) via a denial-of-service attack or distributed denial-of-service attack or otherwise;
Use any device, software, bot, or routine that interferes with the proper working of any Services;
Damage, overburden, disable, or impair CARELUMI's ability to provide the Services to Users; or
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to CARELUMI, the Services, or any Users of the Services.

6. User Data; Aggregated Data

Unless otherwise provided for in the Agreement between the User Organization and CARELUMI, Data that is uploaded or otherwise provided to the Services, including Account information ("User Data") is owned by the respective User that uploaded the data. You understand, acknowledge and agree that you are solely responsible for all User Data that you make available on or through the Platform and for ensuring its legality, reliability, accuracy, appropriateness, and compliance with these Terms at all times.

By providing any User Data on or through the Application, subject to any express restrictions set forth in these Terms, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, copy, adapt, modify, distribute, access, view, and otherwise utilize and disclose to third parties such User Data, only to the extent necessary to provide the Services or Platform to you and applicable User Organizations in accordance with these Terms and any other agreement expressly agreed to by and between you and CARELUMI.

When you use the Services, we may collect information related to your use of the Services that is used by us in a deidentified, aggregate, or anonymized manner ("Aggregate Data"), for the exclusive purpose of improving the security, compatibility, functionality or interoperability of the Services. Aggregate Data is not User Data, and will not be reidentified with any User or User Organization by CARELUMI.

7. Third-Party Resources

The Services may contain links to other third-party sites and resources that are not controlled by CARELUMI ("Third-Party Resource(s)"). We have no control over the contents of Third-Party Resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the Third-Party Resources linked through the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such Third-Party Resource.

8. Intellectual Property

The Services are protected by copyright, trademark, patent and other laws of the applicable jurisdiction and throughout the world. You acknowledge and agree that the Services, and all intellectual property rights therein, are the exclusive property of CARELUMI and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark, patent marking, or other proprietary rights notices incorporated in or accompanying the Site, and you may not use the trade names, logos, and other trademarks and service marks associated with CARELUMI without our prior written consent.

You may not use, copy, reproduce, distribute, license, sell, transfer, publish, post, publicly display, publicly perform, transmit, broadcast, adapt, modify, prepare derivative works based upon, or otherwise exploit any features, functionality or tools of, the Services in any form or by any means, or sublicense the rights granted in the Terms.

No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by CARELUMI or its licensors, except for the revocable licenses and rights expressly granted in the Terms. All rights not expressly granted to you by the Terms are hereby reserved to CARELUMI and its licensors.

If you choose to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Site ("Feedback"), you acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of CARELUMI. You hereby irrevocably transfer and assign to CARELUMI all of your right, title, and interest in and to, and waive any moral rights you may have in, all such Feedback.

9. Downtime

We use commercially reasonable efforts to provide access to the Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Services may occur due to a variety of factors, some of which are outside of CARELUMI's control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Services (collectively, "Downtime"). Part or all of the Services may be unavailable during any such period of Downtime, which may include an inability to access Services or applicable User Data.

10. Disclaimers

DISCLAIMER OF WARRANTIES. YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, CARELUMI DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, (i) THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE SERVICES WILL BE FREE OF HARMFUL COMPONENTS, AND (v) ANY ACTIONS OF OTHER USERS, INCLUDING ANY ADMINISTRATOR USER PROCESSING DATA WHEN ACCESS RIGHTS HAVE BEEN PROPERLY GRANTED.

DISCLAIMER FOR DOWNTIME. CARELUMI SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY INCONVENIENCE, LOSSES OR ANY OTHER DAMAGES AS A RESULT OF DOWNTIME, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS THE SERVICES OR ACCESS ANY USER DATA AS A RESULT OF SUCH DOWNTIME. YOU HEREBY WAIVE ANY CLAIM AGAINST CARELUMI IN CONNECTION WITH DOWNTIME.

11. Limitation of Liability

NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:

IN NO EVENT WILL CARELUMI, OR ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICES, INCLUDING BUT NOT LIMITED TO USER ORGANIZATIONS AND ADMINISTRATOR USERS, BE LIABLE FOR (i) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, OR (ii) ANY DAMAGES FOR LOSS OF ANY DIGITAL ASSETS, DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (A) ANY UNAUTHORIZED USE OF THE SERVICES; (B) ANY USERS' MISUSE OF USER DATA; (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); OR (D) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ALL DAMAGES OR LIABILITIES EXCEED IN THE AGGREGATE THE AMOUNT OF TWENTY-FIVE U.S. DOLLARS (USD $25.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. SOME JURISDICTIONS FURTHER DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnification

To the maximum extent not prohibited by applicable law, you agree to defend, indemnify and hold harmless CARELUMI and its officers, directors, employees, and agents, and any other third parties in connection with your use of the Platform or Services, including but not limited to User Organizations and Administrator Users, from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses of any kind or nature (including, without limitation, attorney's fees reasonably incurred and legal costs and expenses reasonably incurred) relating to third party claims arising out of (i) your use of the Services; (ii) your violation of the rights of or obligations to a third party; (iii) any feedback you provide to us concerning the Services; (iv) your violation of these Terms or use inconsistent with any applicable documentation; (v) any User Data you provide; or (vi) your violation of any applicable law.

13. Dispute Resolution

The Terms shall be governed by and interpreted in accordance with the laws of Delaware without regard to conflict of law principles. All disputes, claims and actions, at law or in equity, in connection with the Terms or the breach, termination, enforcement, interpretation or validity thereof, use of the Services or subject matter in connection with these Terms (collectively, "Disputes") shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules ("AAA Rules"), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in [INSERT STATE] before a single neutral arbitrator appointed in accordance with the AAA Rules and shall be conducted in the English language. All arbitrations shall be conducted and resolved on an individual basis and not a class-wide, multiple plaintiff or similar basis. No arbitration shall be consolidated with any other arbitration proceeding involving any other person or entity.

You have the right to opt-out and not be bound by these arbitration and waiver of class action provisions by sending written notice of your decision to opt-out to hello@carelumi.com within thirty (30) days of your earliest use or access of the Service.

14. Class Action Waiver

EXCEPT WHERE PROHIBITED UNDER APPLICABLE LAWS, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT IN SECTION 15 ABOVE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

You agree that, by entering into the arbitration agreement under Section 15 above and this Section 16 regarding class action waivers, we are each waiving our respective rights to a trial by jury or to participate in a class or representative action, and that arbitration of Disputes pursuant to these Terms shall be in your individual capacity. THIS MEANS YOU ARE LIMITING YOUR RIGHT TO APPEAL AND ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE RESOLUTION PROCESSES, SUCH AS A COURT ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE, COMBINE, OR JOIN THE CLAIMS OF OTHER PARTIES WHO MAY BE SIMILARLY SITUATED OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. You acknowledge and agree that the Federal Arbitration Act governs the interpretation and enforcement of these respective provisions.

15. Notice

Except as explicitly stated otherwise, any notices sent from you to us shall be submitted via email at hello@carelumi.com with a copy of such notice sent by certified postal mail, return receipt requested, to: Legal, CARELUMI, Inc., Chicago, IL.

When we need to send a notice to you, it shall be sent to the email address you last provided to us. Notice shall be deemed given upon receipt or 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address last provided to us by you. In such cases, notice shall be deemed given three days after the date of mailing. If we do not have any form of address to send notice to, we may use any other legally available method to provide notice.

16. Miscellaneous

These Terms constitute the entire and exclusive understanding and agreement between you and CARELUMI regarding your access to and use of the Services and supersede and replace any and all prior or contemporaneous oral or written understandings or agreements between you and CARELUMI regarding the subject matter hereof.

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Terms. Any provisions of the Terms that contemplate performance or observance subsequent to the expiration or termination of the Terms shall survive such expiration or termination.

Our failure to exercise any right or enforce any obligation under the Terms or to take action with respect to a breach by you or others will not constitute a waiver of such right, obligation or breach.

If an arbitrator or a court of competent jurisdiction finds any provision of the Terms to be invalid, void or unenforceable, in whole or in part, for any reason, the offending provision will be enforced to the maximum extent permissible and will not affect the validity or enforceability of the remaining provisions, which will remain in full force and effect.

The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms or provisions hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to "including" or "includes" or any variation thereof shall be deemed to include the terms "without limitation". The words "hereunder," "hereof," "hereto" and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms. Except as otherwise expressly set forth herein, the Terms do not and are not intended to confer any rights or remedies upon any person other than the parties hereto.

If you have any questions or concerns, please contact CARELUMI at hello@carelumi.com