Terms of Use

For Organizations

 

 

General Terms of Use

for Organizations

We recently updated our Terms of Use for all Organizations using the VectorCare service. Continued use of the platform by an Organization indicates the acceptance of these terms by the Principal/Owner or delegated authority.

Version 3

Effective Date:  December 01, 2019

Last Updated Date:  December 01, 2019

VectorCare, Inc. (“VectorCare,” “we,” us,” or “our”) offers online services, including access and use rights to the VectorCare Care Coordination platform and marketplace (collectively, the “Services” or “Platform” and such terms may be used interchangeably for convenience),  that are designed to assist in identifying, coordinating, and arranging services, transactions and activities between (i) service requestors (“Service Requestors”), such as hospitals, nursing homes, care facilities, or others managing, requesting or coordinating services on their behalf, and (ii) service providers (“Service Providers”), such as transportation providers, durable medical equipment providers, home health care providers, and others who desire to offer or provide products or services to Service Requestors (collectively “SP Offerings”). The Services are designed to coordinate and arrange SP Offerings between Service Requestors and Service Providers. These General Terms of Use (the “TOU”) are for Service Requestor and/or Service Provider organizations who access or use the VectorCare Platform. You may be either a Service Requestor or Service Provider (or both).

These TOU are a binding legal agreement that apply to any access or use of the Services by you, and all of your related or affiliated organizations, properties, and end users authorized under your account with us. By clicking “I agree” or any similar acknowledgement, access or using the Services or Platform (or enabling or authorizing your employees, contractors, or other representatives to do so), you are indicating that you have read, agree to, and are bound by these TOU.  You also agree and represent that you are authorized to bind any legal entity or organization that you identify in the Platform in connection with your account registration.   References to “you” or “your” or the “Organization” mean such entity or organization and all of its employees and representatives.  

THESE TOU INCLUDE ARBITRATION AND OTHER PROVISIONS THAT LIMIT YOUR REMEDIES AND OUR LIABILITY; AN AUTOMATIC RENEWAL PROVISION IS ALSO INCLUDED, BUT YOU MAY CANCEL AS DESCRIBED IN SECTION 9.2.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TOU, YOU MAY NOT ACCESS OR USE THE SERVICESSP Offerings are not part of the VectorCare Services, and VectorCare assumes no liability for any Service Requestor or Service Provider OR THEIR EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES, INCLUDING THEIR ACTS OR OMISSIONS.    

  1. General.

1.1            These TOU apply generally to all Services we provide or make available, except as otherwise stated in the Agreement.  Additional Supplemental Terms may apply for specific functions, features, application program interfaces, or modules relating to the Services as and if expressly identified as a “Supplement Term” on our website or when activating or using that function, feature, application program interface, or module. If these TOU are inconsistent with such Supplemental Terms, the Supplemental Terms shall control with respect to its specific subject matter for a particular function, feature, application program interface, or module or as otherwise stated in the Supplemental Terms.  These TOU and any applicable Supplemental Terms are referred collectively as the “Agreement”.

1.2            Our Services (and specific functions, features, application program interfaces, and modules relating to those Services) are available for the then current fee(s) (if any) we identify on our website or in the Platform, which may include subscription plans with or without fees, monthly fees, and/or transaction fees (e.g., the number of service requests you accept or fulfill), subject to any applicable minimum or maximum usage levels described in the plan.  For Service Requestors, some of our generally available online Services are available at no fee to the Service Requestor; however, we may charge Service Requestors for certain premium and other Services as identified on our website or in the Platform.  For Service Providers, we typically charge for their use of our Services and for SP Offerings arranged or accepted through our Services.  Additionally, Service Providers may separately charge Service Requestors for the applicable SP Offering provided to that Service Requestor; in certain cases, we may aggregate and process those fees on a pass-through basis for administrative reasons and subject to the other provisions of the Agreement. Certain Services may also be available at no fee for trial purposes at certain usage levels or for limited periods of time.  Services, fees, subscription plans, and free trials are subject to change or cancellation from time to time by us.  You may cancel your subscription plan and cease using the Services in any month if we make such a change that impacts you or if you do not wish to continue using an applicable Service after the change, unless expressly provided otherwise for Services or plans subject to Supplemental Terms including longer commitment periods.  All fees paid to us are non-refundable, except as expressly provided otherwise in the Agreement.

 1.3           You may not, directly or indirectly, circumvent the Services or our fees by arranging services, activities, transactions, or other SP Offerings that you become aware of through the Platform outside the Platform or encourage others to do so; if you do so, the fees under this Agreement will still apply as if the Platform was used as contemplated by us, and we may terminate your access to the Services and/or inform other Service Requestors or Service Providers of your violation.   

1.4            Notwithstanding anything to the Contrary our Services do not include any SP Offering; we are not responsible for SP Offerings, Service Requestors or Service Providers, their payment or performance obligations to you or any third party, your or their acts or omissions, or the data you or they provide each other (through us or otherwise).  You are solely responsible for your relationship with Service Providers and/or Services Requestors and your decision to do business with them.

1.5            We know that privacy and data security is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information in our possession or control. While there is no such thing as “perfect security”, we will take reasonable steps to help ensure the safety of personal information. However, you understand and agree that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. We reserve the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of personal information. We may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.  In addition, our Services may track data relating to your location(s); we may use and disclose that and other location related data to facilitate, identify, process, analyze or report on actual or potential transportation or other services or offerings, and you hereby authorize us to do so.

1.6            PLEASE NOTE THAT the Agreement is subject to change by us.  When changes are made, we will make a new copy of the TOU or Supplemental Terms available on our website or through the affected Service.  We will also update the “Last Updated” date.  If we make any material changes, and you have registered to use the Services, we will also send an e-mail to an e-mail address you provided to us in the Platform.  Any changes will be effective immediately for new Service Providers or Service Requestors and will be effective thirty (30) days after posting of notice of such changes for existing Service Providers or Service Requestors, provided that any material changes shall be effective upon the earlier of thirty (30) days after posting of notice of such changes or thirty (30) days after dispatch of an e-mail notice of such changes to registered Service Providers or Service Requestors.  We may require you to provide consent to the updated TOU in a specified manner before further use of the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services.  Otherwise, your continued use of the Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK OUR WEBSITE AND PLATFORM TO VIEW THE THEN-CURRENT AGREEMENT, FEES, PLANS, AND SERVICES.

  1. Services, License and Restrictions.

2.1            Our Services, including the Platform software, and all other information and content contained within or available through the Services (collectively, the “VectorCare Materials”) are protected by copyright and other laws throughout the world.  Subject to the Agreement, we grant you a limited license to access and use the VectorCare Materials for the sole purpose of using the Services as contemplated under this Agreement and our documentation and policies.

2.2            The rights granted to you are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the VectorCare Materials, (b) you shall not use the Services or VectorCare Materials for any illegal purpose or for any purpose other than as contemplated in VectorCare’s documentation; (c) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the VectorCare Materials except to the extent the foregoing restrictions are expressly prohibited by applicable law; (d) you shall not use any manual or automated software, devices or other processes to “scrape” or download data from the Platform, except as necessary to use the Services as authorized by us; (e) you shall not access the VectorCare Materials in order to build (or have another build) a similar or competitive website, application or service or to circumvent fees that would otherwise apply under the Agreement; (f) except as expressly stated herein, no part of the VectorCare Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the VectorCare Materials; and (h) you shall not use the Services to mislead or deceive any one or interfere with the operations of any one, including us and other Service Providers or Service Requestors.

2.3            In connection with certain Services, now or in the future, we may make available a mobile application (“Mobile App”) for your use on mobile devices.  You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App, e.g., the Apple iPhone or Android app stores (“App Store”), and you may only use that Mobile App on the applicable App Store’s designated devices and operating systems and in accordance with their usage terms and policies.  You acknowledge that this Agreement is between you and us and not with the App Store, and the Mobile App is part of the Platform and subject to the applicable provisions of these TOU and any applicable Supplemental Terms.  VectorCare, not the App Store, is solely responsible for the Mobile App, Services and the VectorCare Materials thereof, maintenance, support, and warranty therefor, and addressing any claims relating thereto (e.g., liability, legal compliance, or intellectual property infringement), all as described in the Agreement.  In order to use the Mobile App, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with the Mobile App.  You agree to comply with, and your right to use the Mobile App is conditioned upon your compliance with, all applicable third party terms and policies (e.g., the App Store’s terms and policies) when using the Mobile App.  You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of this provision and will have the right to enforce it. 

2.4            We may from time-to-time provide certain optional implementation, training, integration, consulting or other similar professional services (collectively, “Professional Services”) in connection with the on-line or mobile Services and Platform as agreed in a statement or work or Supplemental Terms for such Professional Services.  Unless expressly agreed otherwise in writing, you agree to pay us for such Professional Services at our standard rate plus reasonable and customary expenses, only use the deliverables and work product arising from the Professional Services in connection with your access to and use of the Platform as contemplated under this Agreement, and that Professional Services are subject to the disclaimers and limitations of liability of this Agreement as if part of the Services.

2.5            VectorCare, its suppliers and licensors reserve all rights not granted in the Agreement.   Any unauthorized use by you terminates the licenses granted by us.

2.6            Certain items of software code provided or used with our Services or VectorCare Materials may be subject to “open source” or “free software” licenses (“Third Party Code”), a list of which is available on the website and/or in the documentation as necessary. The Third Party Code is not subject to the licensing terms and conditions of this TOU, except for the disclaimers and limitations of liability. Instead, each item of Third Party Code is licensed under the terms of the license that accompanies such Third Party Code. Nothing in these TOU limit your rights under, or grants rights that supersede, the terms and conditions of any applicable license for the Third Party Code, including any rights to copy, modify, or distribute Third Party Code under the applicable license. If we make modifications to such Third Party Code and if the applicable license requires that such modifications be made available and we do not already publish such modifications via the applicable Third Party Code community, then we will make our modifications available on its website.

2.7            The Services can be accessed from countries around the world but is only intended for use and access in the United States of America.  We make no representation that the Services are appropriate or available for use in other locations.  Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

  1. Registration.

3.1            In order to access certain features related to the Services you may be required to register. In registering, you agree to (1) provide true, accurate, current and complete information as prompted by the  registration process (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (1) at least thirteen (13) years old; (2) of legal age and otherwise authorized to form a binding contract; and (3) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree that you shall monitor your account to restrict use by unauthorized personnel, and you will accept full responsibility for any unauthorized use.  If you provide any information that is untrue, inaccurate, not current or incomplete, or VectorCare has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, VectorCare has the right to suspend or terminate your Services and account and refuse any and all current or future use of the VectorCare Materials and/or the Services (or any portion thereof).  You agree not to create an account using a false identity or information, or on behalf of someone other than who you purport to be or represent.  You agree not to create an account or use the Services if you have been previously removed by VectorCare, or if you have been previously banned from the Services. 

3.2            You are responsible for all activities that occur under your account, including all user identifications you establish or authorize. An Organization’s account will have multiple users for different employees or representatives, and individuals may not share the same user account.  You may not share your account, user identification(s) or password(s) with anyone other than as expressly authorized by us and identified in the Platform, and you agree to (1) notify VectorCare immediately of any unauthorized use or any other breach of security; and (2) exit from your user account at the end of each session.

3.3            You must provide all equipment and software necessary to connect to, use, and receive the Services, which may include desktop or mobile devices that are suitable to connect with and use the Services.  The Services may include access to and use of application program interfaces or other integration tools to facilitate such connections, but those interfaces and tools are provided AS-IS, may not work for your specific environment or devices, may be subject to you meeting applicable criteria and qualifications determined by us, and may be subject to Supplemental Terms.  You are solely responsible for any fees, including telecommunication, Internet connection or mobile fees, that you incur when accessing or using the Services. Our Services may utilize the Global Positioning System (“GPS”) device on your equipment or other location tracking information, and rely on your telecommunication service provider (e.g., AT&T, Verizon, T-Mobile, Sprint, and others). If your applicable device does not have coverage, network capacity, and reception, or such connection is congested, jammed, or otherwise unavailable, our Services may not work properly.  Additionally, Services may not be available or accessible in all areas or at certain times.  ACCORDINGLY, YOU SHOULD NOT SOLELY RELY ON VECTORCARE MATERIALS OR SERVICES.  PLEASE BE AWARE THAT NOT ALL OF OUR SERVICES ARE AVAILABLE ALL THE TIME OR EVERYWHERE.  The area that you are located may affect the Services.

3.4            You hereby authorize VectorCare (and/or its Service Requestors or third party contractors) to run any type of legally permitted background, credit, identity, or other checks desired based on information you provide in the Platform, including checks on your organization and its owners, officers, employees, and contractors; you are responsible for obtaining any consents from such individuals and further documenting such consents as and if reasonably requested by VectorCare or a Service Requestor or Service Provider.  However, we are not under any obligation to run any such checks. VectorCare may remove any Service Requestor or Service Provider (including you) from the Platform at its discretion if it has a good faith concern regarding the Service Requestor or Service Provider or its representatives, including its or their identity, background, or prior performance, or any other health, safety, or similar risk. 

  1. Content.

4.1            You acknowledge that all information, data, documents, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services, whether publicly posted or privately transmitted (collectively “Content”), are the sole responsibility of the party from whom such Content originated, which may include other Service Requestors or Service Providers or other individuals or organizations seeking to be engaged by a Service Requestor or Service Provider.  This means that you, and not VectorCare, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available, and other users of the Services, and not VectorCare, are similarly responsible for all Content they make available (“Other User Content”).

4.2            You acknowledge that VectorCare has no obligation to pre-screen or validate Content provided by you or anyone else, including Your Content and Other User Content.  However VectorCare reserves the right in its sole discretion to pre-screen, validate, refuse or remove any Content from the Platform.  You hereby provide your irrevocable consent to such monitoring, validation and recording, and acknowledge that you are responsible for verifying Content prior to relying on it. 

4.3            Certain functions, features and modules of the Platform may involve the transmission, processing or storage of personal or protected health information as further described in the applicable Services documentation or Supplemental Terms to this Agreement (“Regulated Content”).  We will use commercially reasonable efforts to comply with industry standards and applicable laws and regulations (including the Health Insurance Portability and Accountability Act and related regulations, as amended, (“HIPAA”)) relating to such Regulated Content as and if described in the documentation and Supplemental Terms for such Services.  Similarly, you will also comply with all industry standards and applicable laws and regulations relating to such Regulated Content.  

                   (a)            If you are a Service Provider receiving Regulated Content, you will also enter into (and comply with) a business associate agreement, sub-business associate agreement, or other agreement required by us or the applicable Service Requestor before receiving access to such Regulated Content; we may refuse to provide you access to all or certain Content if you have not done so. 

                   (b)           If you are a Service Requestor providing Regulated Content, you will only provide and process the minimum necessary amount of Regulated Content, if any, through the Services, and hereby agree that we may provide such information, if any, to others as necessary to provide the Services or as directed by you or your users through the Services.  You also acknowledge and agree that we may use cloud solution services supporting HIPAA as available from nationally reputable cloud service providers.

                  (c)             You are solely responsible for determining whether you or any affiliates are subject to HIPAA and whether Regulated Content will be processed through the Services.  If you or any of your affiliates are subject to HIPAA and providing or processing applicable Regulated Content in connection with the Services we have designed to be HIPAA compliant and designated as such in our documentation for that Service, prior to accessing or using such Services with Regulated Data, you must notify us and enter into a business associate agreement in the form provided or approved by us. In connection therewith, you may also require that such Service Providers execute a business associate agreement with you, and/or restrict your service requests to authorized Service Providers through the Platform’s functionality as further described in its documentation. 

4.4            If applicable, we will use commercially reasonable efforts to implement reasonable measures designed to protect your credit card and other payment processing information in our possession or control in accordance with applicable industry standards and laws and regulations.

4.5            Without limiting our other rights, we are entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, to (1) comply with applicable laws, regulations, legal process, or governmental request; (2) enforce the Agreement; (3) respond to any claims; (4) respond to requests or inquires for services or support; or (5) protect rights, property or personal safety as we, in our sole discretion, believe to be necessary or appropriate.

  1. Ownership.

5.1            Except with respect to Your Content and Other User Content, you agree that VectorCare and its suppliers own all rights, title and interest in the Services and other VectorCare Materials.   You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or other VectorCare Materials.

5.2            We do not claim ownership of Your Content.  However, you hereby grant us a license and right to use Your Content in connection with the Services, make it available, as appropriate, to Service Requestors or Service Providers, and as otherwise appropriate in connection with the Services.  You also agree that we may use your Organization’s name, logo, and branding in website or other listings relating to the Platform, case studies, and other marketing related activities.

5.3            You agree that submission of any ideas, suggestions, documents, and/or proposals to us through suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including obligations of confidentiality) with respect to such Feedback.  You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.  You also hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, and fully sublicensable right to aggregate and analyze your usage patterns and other information pertaining to the Services to improve the Services, develop new services and products, and for analytical purposes so long as in each such case it is not readily traceable back to you and does not include personal information or violate applicable laws or regulations.

 

  1. Fees and Payment.

6.1            You agree to pay us the fees and other amounts due for the Services as described in our then current published documentation on our website or the Platform or as otherwise expressly agreed by you and us in writing.  You must provide us with a valid credit card (e.g., Visa or MasterCard) or other payment method accepted by us as requested to use certain Services.  Your third party credit card or other payment processor agreement governs your use of the designated credit card or other payment method, and you must refer to that agreement and not this Agreement to determine your rights and liabilities thereunder.  By providing us such information, you agree that we are authorized to immediately invoice and charge your account for all amounts due and payable to us hereunder and that no additional notice or consent is required.  You agree to immediately notify us of any change in your billing address or the credit card or other account used for payment.  You will pay us directly by another designated method if the credit care or other payment method designated above is declined or subject to a chargeback.  Amounts not timely paid to us will be subject to a late fee of 1% per month or the maximum rate allowed under applicable law.  VectorCare reserves the right at any time to change its prices, fees, payment, and billing methods upon posting such change on the Platform, and your continued use of the Platform thereafter constitutes your acceptance of such change.

6.2            Our fees are exclusive of any applicable sales, use, service, or similar taxes or fees for SP Offerings. If any Services or related activities are subject to such tax in any jurisdiction, you (or your customer) will be responsible for payment of such tax, and any related penalties or interest.  You will indemnify us for any liability or expense we may incur in connection therewith. 

6.3            Your subscription plan will continue indefinitely until terminated in accordance with the Agreement, unless expressly provided otherwise.  You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription pursuant to VectorCare’s then current policies and the Platform’s functionality.  Unless expressly provided otherwise, Our fees do not include the fees charged by a Service Provider for SP Offerings, and you agree to pay any such fees or amounts in accordance with your agreement with the Service Provider, if applicable.

6.4            You must notify us in writing within seven (7) days after receiving your credit card or other statement, if you dispute any of our charges on that statement or such dispute will be deemed waived.  Billing disputes should be notified to the following address: VectorCare Billing Disputes, 28 Liberty Ship Way Sausalito, CA 94965.

  1. Indemnification and Insurance.

7.1            You agree to indemnify and hold us, our affiliates, and our and their officers, shareholders, successors and assigns harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) SP Offerings or your relationship with, or selection of, Service Requestors, Service Providers, or your or their employees, contractors, representatives, or other users; (b) your Content or Other User Content; (c) your use of, or inability to use, the Services, Platform or VectorCare Materials; (d) your violation of the Agreement or your violation of any rights of another party (e.g., a Service Requestor or its employees or patients); (e) your violation of any applicable laws, rules or regulations; or (f) personal injury, death, or real or personal property damage arising from the SP Offerings or any acts or omissions of you, your employees or contractors, or third parties, except to the extent arising directly from our proven willful misconduct in each of the clauses (a)-(f) above.  VectorCare reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with VectorCare in asserting any available defenses. 

7.2            You also acknowledge we do not control Service Providers, Service Requestors, or other users of the Services and hereby release us from any claim, cause of action or liability of every kind and nature, known and unknown, arising out of or in any way connected with the acts or omissions of such third parties or your decision to do business with them, including for payment of fees owed by them to you, performance (or non-performance) of the SP Offerings, personal injury, death, or property damage arising from the SP Offerings, or your use of or reliance on any Other User Content, unless arising from our proven willful misconduct;  if you are a California resident, you hereby waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not now or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor;”  if you are a resident of another state with a similar law, you hereby make a similar waiver.

7.3            You agree to maintain insurance as required by laws applicable to your business and where you do business and as generally prudent for the nature of your services and business.  If you are a Service Provider, you also agree to provide VectorCare a certificate of insurance or other proof of insurance as reasonably required by VectorCare naming VectorCare (and/or Service Requestors) as an additional insured.  If you are a Service Provider, you also acknowledge and agree that VectorCare or Service Requestors may impose additional minimum insurance requirements. 

  1. Limited Warranty; Disclaimers and Limitations of Liability.

8.1            We warrant to you that the Services we provide will perform materially in accordance with the functionality described in our documentation applicable to such Service during the period in which you subscribe and pay for such Services, except for occasional maintenance and support outages or disruptions. Your sole and exclusive remedy for a breach of this warranty will be that we will use commercially reasonable efforts to modify the applicable Services to achieve the functionality described above. If we are unable to restore such functionality and comply with this warranty, you may terminate by providing written notice to us, and you will be entitled to receive a pro-rata refund of any pre-paid fees for Services not provided thereafter. We will have no obligation with respect to a warranty claim under this Section unless notified by you in writing no later than thirty (30) days after the first instance of any problem. This warranty will only apply if the applicable Services have been utilized in accordance with our documentation, the Agreement and applicable laws and regulations. For clarity, this warranty will not apply to any free, trial or beta Services or any Professional Services.

8.2            EXCEPT AS PROVIDED ABOVE IN SECTION 8.1 OR SUPPLEMENTAL TERMS, THE SERVICES, PLATFORM AND VECTORCARE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8.3            IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, SAVINGS OR PROFITS, WHETHER OR NOT VECTORCARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL INJURY, DEATH OR TANGIBLE PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES (UNLESS SUCH PERSONAL INJURY, DEATH OR TANGIBLE PROPERTY DAMAGE AROSE SOLELY FROM VECTORCARE’S WILLFUL MISCONDUCT).  UNDER NO CIRCUMSTANCES WILL VECTORCARE BE LIABLE TO YOU OR ANYONE ELSE FOR MORE THAN THE AMOUNT RECEIVED BY VECTORCARE AS A RESULT OF YOUR USE OF THE SERVICES DURING THE PRIOR 6 MONTHS FROM WHEN THE LAST CLAIM AROSE.  IF YOU HAVE NOT PAID VECTORCARE ANY AMOUNTS DURING SUCH PERIOD,  VECTORCARE’S LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50 USD).

  1. Term, Termination, Investigations and Violations.

9.1            This Agreement commences on the date when you accept (as described in the preamble above).  Notwithstanding the foregoing, if you use Services prior to the date you accepted, you hereby acknowledge and agree that this Agreement commences on the date you first used the Services (whichever is earlier). Unless expressly provided otherwise in Supplemental Terms, this Agreement will remain in full force and effect on a month to month basis while you use the Services or until terminated as described below.

9.2            You may terminate by cancelling the Services through the Platform’s cancellation functionality or by providing us notice of cancellation pursuant to this Agreement, unless you agree to a Services plan offered by VectorCare that limits your termination or cancellation rights.  You will not receive a refund of amounts paid if you cancel or terminate, unless expressly provided otherwise in this Agreement.  If you have any dispute with us arising out of or relating to this Agreement, you agree to notify us in writing with a brief, written description of the dispute and your contact information, and we will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If you and us are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either party may pursue resolution of the dispute in accordance with the Arbitration Agreement below in Section 10.4. 

9.3            If timely payment cannot be charged to your credit card or other payment method for any reason, if you have materially breached any provision of this Agreement, if we are required to do so by law, or if we decide to discontinue all or a particular Service for any reason, then we may suspend, cancel or terminate this Agreement and/or any or all applicable Services.  If we become aware of any possible violations or breaches by you or in connection with your account or usage of the Services or your relationship with other Service Requestors or Service Providers, we reserve the right to investigate.  If, as a result of the investigation, we believe that criminal, dangerous, risky, or other inappropriate activity has occurred or may have occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities and/or suspend and/or terminate your access or rights. 

9.4            Upon termination or cancellation of any Services, your right to use such Services will automatically terminate and you will pay all amounts, if any, owed to us.  You understand that any termination of Services may involve deletion of Your Content relating to the Services.  VectorCare will not have any liability whatsoever to you for any suspension, cancellation or termination.  We will reasonably make available to you an opportunity to retrieve Your Content in our possession or control for up to thirty (30) days after cancellation or termination if you have paid us all amounts due, if any, for the Services.  All provisions of this Agreement which by their nature should survive, shall survive any expiration, cancellation or termination, including ownership provisions, warranty disclaimers, indemnification, limitations of liability, dispute resolution and arbitration agreements, and other applicable provisions.

  1. Miscellaneous.

10.1         Any notices provided by us under this Agreement may be delivered to you within the Services or to the administrative contact email address(es) we have on file for your account. You hereby consent to receive notice from us through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to us under this Agreement must be delivered to hello@VectorCare.com, and, if related to legal obligations, rights or remedies to VectorCare, Inc., Attention CEO, at 28 Liberty Ship Way Sausalito, CA 94965, with a copy to the attention of the Legal Department at the same address.

10.2         This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  We may assign in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets or stock without your consent.

10.3         If you have any dispute with us arising out of or relating to the Agreement, you agree to notify us in writing with a brief, written description of the dispute and your contact information, and we will have thirty (30) days from the date of receipt within which to attempt resolve the dispute. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either party may pursue resolution of the dispute in accordance with the Arbitration Agreement below.

10.4         Arbitration Agreement: ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO SECTION 10.3 ABOVE WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AND US EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at www.adr.org/aaa/faces/rules/searchrules/rulesdetail?doc=ADRSTG_004130) as amended by this Agreement. Any arbitration hearing will be held in the San Francisco, California metropolitan area. The applicable governing law will be as set forth in these TOU (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of the Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of the Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

10.5         These TOU together with the Supplemental Terms constitute the entire agreement and supersede any prior agreements between you and us with respect to the subject matter hereof. This Agreement supersedes and replaces all prior and contemporaneous agreements, proposals or representations, written or oral, between you and us.

10.6         No waiver of any provision of by us will be effective unless in writing and signed by our authorized representative. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of is held to be contrary to law, the provision will be modified by the arbitrator or court (as applicable) and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

10.7         Neither party will be liable for any failure or delay in performance under the Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

10.8         You agree to the use of electronic communication in order to enter into agreements and place orders or activate subscription plans, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

10.9         This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us (or between us and any third party).

10.10       This Agreement will be governed by and interpreted in accordance with the internal laws of the State of California without regard to conflicts of laws principles. The U.N. Convention on the International Sale of Goods will not apply.