These Terms and Conditions (the “Terms” or “Agreement”) set forth the terms and conditions between you and Carezzi, LLC (“Carezzi,” “we,’ “us,” or “our”) under which the Platform (as defined below) may be used>. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT USE OR ACCESS THE PLATFORM.

IMPORTANT INFORMATION FOR ALL USERS OTHER THAN CARE ORGANIZATIONS (AS DEFINED BELOW): PLEASE NOTE THAT TO USE THE PLATFORM, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS EXCEPT AS IT OTHERWISE PROVIDES OR IF YOU OPT OUT AS PROVIDED IN SECTION 19(x), IT WILL REQUIRE YOU TO RESOLVE ALL LEGAL DISPUTES ARISING OUT OF OR RELATING TO YOUR RELATIONSHIP WITH CAREZZI THROUGH MANDATORY MEDIATION AND IF MEDIATION FAILS, ON AN INDIVIDUAL BASIS IN FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THESE TERMS, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.

IMPORTANT INFORMATION FOR CARE ORGANIZATIONS (AS DEFINED BELOW): PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND CAREZZI HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 20 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST CAREZZI TO MEDIATION, AND IF NOT RESOLVED THROUGH MEDIATION, TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

These Terms include the Carezzi Privacy Policy, any applicable Client Contracts, and the Business Associate Agreement if applicable, which is incorporated herein. If you object to anything in these Terms, the Privacy Policy or any applicable additional Terms, do not use the Platform or the Services.

We may modify the Terms, including by introducing new or different charges for the use of the Platform and Services, by sending you notice of such modification, pursuant to Section 18(15) herein.

1. Definitions
1. “Affiliates” means, in respect of any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with. For purposes of the definition of “Affiliate,” “control” when used in respect of any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise (and “controlling” and “controlled” have meanings correlative thereto).
2. “Care Contract” means the agreement between a Care Provider and a Client.
3. “Care Connection Fee” means the fee charged for use of the Platform.
4. “Care Services” means a Care Provider’s provision of skilled or unskilled services to a Care Recipient.
5. “Care Organization” means any entity or sole proprietorship seeking services for business purposes in the fields of medicine and healthcare.
6. “Care Provider” means any person registered with, or seeking to be registered with Carezzi who performs Care Services.
7. “Care Recipient” means the individual receiving Care Services from a Care Provider.
8. “Client” means an individual and/or Care Organization seeking Care Services. Individuals using the Platform shall be known as an “Individual Client.” Together, Individual Clients and Care Organizations shall collectively be referred to as a “Client.”
9. “Client Contract” means the agreement between Carezzi and a Client for Client’s use of the Platform to assign a Visit.
10. “Client Information” means personally identifiable information about a Client and/or Care Recipient, including, but not limited to, protected health information as defined by HIPAA.
11. “Confidential Information” means, with respect to a party to these terms, all information regarding the business or activities of such party, including trade secrets, know-how, technical information, research and development, business plans, processes, procedures, methods, systems, databases, computer programs (including executable, object, source code and documentation), and information about financial condition, customers, prospects, vendors, marketing strategies, employees and operations, in each case whether provided (i) in written documents, memoranda, reports, correspondence, drawings, computer files or other human or machine readable media or (ii) orally, and whether provided by or on behalf of any party. Notwithstanding the foregoing, “Confidential Information” shall not include such portions of any information that are or become generally known to and available for use by the public other than as a result of any act or omission by the party receiving such information or otherwise as a result of any breach of any term or condition of this Agreement or other obligation of confidentiality by the party receiving such information.
12. “Customer Support” means customer support functions provided by Carezzi to Users hereunder related to use of the Platform.
13. “Fees” shall include the Care Connection Fee (as labeled in the Client Contract) and other transaction fees owed to Carezzi for use of the Platform.
14. “Platform” means any application(s), Website(s), or technology platform(s), including all software and any upgrades or enhancements thereto owned or operated by Carezzi, LLC that link to these Terms, any intellectual property hosted by Carezzi on its server, and any connection services or related services. Platform does not include the Care Services as may be described in the Care Contract(s) generated herein, or referenced hereby.
15. “Registered User” refers to a Care Provider, Care Recipient, or Client. Plural form refers to all Care Providers, Care Recipients, and Clients.
16. “Total Visit Rate” means the total fees owed by Client for a Visit, which include the Visit Rate, the Care Connection Fee, and any other transaction fees associated with a Visit.
17. “User” shall mean all Registered Users as well as anyone who visits and/or accesses the Website and/or Platform but does not register on the Website and/or Platform.
18. “User Data” means data originating from Users.
19. “User Information” means any information User provides, publishes or posts to or through the Platform (including any profile information User provides) or sends to other Users (including via in-application feedback, any email feature, or through any Carezzi-related Facebook, Twitter or other social media posting).
20. “Visit” means the opportunity to provide Care Services.
21. “Visit Rate” means the amount payable to the Care Provider for completion of the Visit and submission of all supporting documentation.
22. “Website” shall mean www.carezzi.com and any other websites, web pages, mobile applications and mobile websites operated by Carezzi, LLC that link to these Terms.
2. Carezzi Platform
1. Platform. Carezzi provides a Platform for Care Recipients to be connected with Care Providers. Clients, whether on their own behalf as a Care Recipient or as an authorized representative of a Care Recipient, or Care Organizations may post a Visit on the Platform and search for, find, and communicate with Care Providers. Care Providers may post profiles on the Platform and search for and apply for Visits. The Platform provides tools and information to allow Clients to hire Care Providers by entering into Care Contracts to provide or receive Care Services. Carezzi is only a platform and is not an employer or staffing agency for Care Providers. Carezzi does not perform or manage the performance of any care administered through the Platform and is not responsible for the conduct, whether online or offline, of any User of the Platform. Clients are responsible for compliance with any applicable employment and/or other laws in connection with the relationship they establish hereunder, including withholding all payroll or employment taxes as well as issuing any W2 or 1099 forms. It is Client’s sole responsibility to determine classification and payment of any Care Provider hired.
2. Hardware and Software. User shall acquire, install, maintain and configure any and all software, hardware, peripheral devices, operating systems, utility programs, licensed connections and/or services required by User to access the Platform.
3. Available Bandwidth. User shall maintain intranet, Internet, LAN and/or WAN network (collectively, the “Network”) connections that are reliable and have sufficient available bandwidth to allow User to use the Platform to User’s satisfaction.
3. Eligibility
1. Becoming a User. To utilize the Platform, Users are required to create a User account. The Platform may only be used by Users who can form legally binding contracts under applicable law. Persons under the age of 18 may not register as a User on the Platform. Registered Users must satisfy all eligibility terms in order to register or use the Platform.
2. Background Check. Prior to being eligible for a Visit through Carezzi, Care Providers will be required to complete a background check through a third-party vendor, as assigned by Carezzi in its sole discretion and authority. The vendor is exclusively responsible for conducting the background check in compliance with applicable law and providing the Care Provider with all applicable notices and instructions regarding the same. Care Provider understands that Carezzi retains the right to decline Care Provider’s use of the Platform based on the information that it receives from the vendor. Care Provider agrees that Carezzi does not assume any responsibility for the quality or accuracy of the information provided from the background check. Care Provider hereby agrees and consents that Carezzi may provide the Client with the results of the background check once Care Provider has applied for a Visit for that Client. Periodically, Care Provider will be required to resubmit to a background check to remain eligible to offer Care Services on the Platform.
3. Licensure, Vaccinations and Certifications. Care Providers seeking to use Platform will be required to obtain and pay fees for any professional licenses, vaccinations and certifications where required by any federal, state or local law, ordinance or regulations. Care Providers may not use the Platform or accept a Visit unless all professional licenses, vaccinations and certifications required by the applicable federal, state or local law or governing authority are in good standing and/or up to date.
4. Documentation. To ensure compliance with section 3(3), Care Providers seeking to register on or use the Platform will be required to provide Carezzi with written confirmation of all such licenses and certifications. Care Providers must also certify that they have received all vaccinations required by any state or local law, ordinance or regulation. However, it is the Client’s and the Care Provider’s responsibility to ensure the Care Provider maintains the required licenses, vaccinations and certifications. Carezzi is not responsible for ensuring that Care Providers maintain required licenses, vaccinations and certifications. Care Provider consents for licenses, vaccination and certifications to be shared on Care Provider’s Carezzi profile which may be viewable by other Registered Users on the clinician map.
4. Relationship of the Parties
1. Care Provider’s Relationship with a Client. Care Provider acknowledges and agrees that his or her performance of a Visit creates a direct business relationship between the Care Provider and the Client. Carezzi is not liable for the actions or inactions of a Client in relation to a Care Provider’s activities. A Care Provider shall have the sole responsibility for any obligations or liabilities to a Client or other third party that arise from the Care Provider’s performance of a Visit. Care Provider agrees that he or she (a) is solely responsible for determining the most effective, efficient and safe manner to perform each Visit and (b) will provide all necessary equipment, tools, and other materials necessary to perform the Visit at his or her own expense, unless otherwise agreed between the parties. Each Visit accepted by a Care Provider shall constitute a separate agreement between the parties and shall be evidenced by a Care Contract. Care Provider may accept or decline a Visit in their sole discretion. If the Care Provider accepts the Visit from a Client, Care Provider agrees to complete the Visit in accordance with the Care Contract and shall submit all required documentation as soon as possible, but no later than seven (7) days after the Visit. A Visit shall not be considered complete until all required documentation is submitted. If rendering services on behalf of a Care Organization, you shall follow the Care Organization’s policies and procedures.
2. Care Provider’s Relationship with Carezzi. Care Provider acknowledges and agrees that Carezzi is strictly a platform that connects Care Providers with Clients and does not create an independent contractor or employment relationship between Carezzi and the Care Provider. Carezzi does not, and shall not be deemed to, direct or control the Care Provider generally or in the performance of a Visit. Care Provider retains the right to determine when, where, and for how long he or she will utilize the Platform, subject to Section 19(15). Care Provider retains the option to apply for and to accept or decline a Client’s request to perform a Visit. Care Provider acknowledges and agrees that he or she retains the complete right to engage in any other occupation or business or otherwise contract with a Client. Care Provider further acknowledges that Care Provider is not a business associate, subcontractor, or agent of Carezzi under HIPAA and, to the extent that Care Provider handles protected health information, Care Provider handles it in the role of a HIPAA covered entity.
3. Client’s Relationship with Care Provider. Client acknowledges and agrees that its use of the Platform creates a direct business relationship between Client and the Care Provider. Client also acknowledges and agrees that the classification of Care Provider as an independent contractor or an employee is at the Client’s sole discretion. Notwithstanding Client’s classification of Care Provider, Client acknowledges and agrees that it may be deemed the employer, in fact or appearance, of any Care Provider that performs a Visit on its behalf. Clients may wish to seek legal and/or tax advice to determine any requirements or obligations that may apply if Client is deemed the employer. Client further acknowledges and agrees that it is solely responsible for (i) ensuring that Care Provider meets local and state certification and health requirements prior to performing a Visit; (ii) determining rates or method of pay for a Visit in conjunction with the Care Provider; (iii) compensating the Care Provider for performing a Visit; (iv) determining whether to require a Care Provider to possess a minimum level of liability insurance; (v) determining the classification of Care Provider; and (vi) understanding and adhering to all federal, state and local laws and regulations. Client agrees that Care Provider is only responsible for performing the duties outlined in the Care Contract. Any additional services provided shall be at the reasonable and prudent discretion of the Care Provider with Client’s consent. If additional payment is required for an added service, the Care Contract should be modified or a new Care Contract created prior to the service being performed.
4. Client’s Relationship with Carezzi. Client acknowledges and agrees that Carezzi is strictly a platform that connects Care Providers with Care Recipients, and does not create an independent contractor or employment relationship between Carezzi and the Client. Carezzi shall not be deemed to, direct, or control Client generally or in its performance under this Agreement specifically, including in connection with its use of the Platform. Client further acknowledges and agrees that its use of the Platform does not guarantee compliance with applicable federal and state law, specifically including wage and hour laws and HIPAA.
5. Payments
1. Payments from Clients. Client shall pay the Total Visit Rate for each Client Contract. Clients are required to identify the rate of pay for each Visit it posts to Carezzi. At the time a Client assigns a Visit to a Care Provider, the Client is required to have an active credit or debit card number on file to pay the Care Provider for performing the Visit and to pay Carezzi for any related Fees. Carezzi will provide Client’s credit or debit card information to a third party for payment processing. The third-party payment processor will place a hold on the Client’s funds equal to the Total Visit Rate when the Client assigns the Visit to a Care Provider. If the Care Provider completes the Visit, including submitting any required documentation, and the Client approves the Care Provider’s documentation, the third-party payment processor will release the Total Visit Rate per the terms of the Client Contract. If the Care Provider completes the Visit, including submitting any required documentation, but the Client does not approve documentation within five (5) days, the third-party processor will release the Total Visit Rate the terms of the Client Contract. Client acknowledges and agrees that any such payments are final and any chargeback may result in suspension or termination of User from the Platform. If Carezzi does not receive the payment from Client, Carezzi is not responsible for Client’s obligation to pay Care Providers. Client acknowledges and agrees to pay the Fees as they become due. The Fees do not include federal, state or local taxes, and to the extent such taxes are due, Client shall be liable for payment thereof. If at any time there are overdue unpaid balances, Carezzi may elect to cease providing access to the Platform until all overdue unpaid fees are paid in full, and such action shall not constitute a breach of this Agreement.
2. Facilitation of Charges. Carezzi offers through Stripe, Inc. (“Stripe”), a third-party payment processor, a service that facilitates the payment of the Total Visit Rate. In order for Users to use the third-party processing service, Users must read and agree to Stripe’s processing service’s terms. Carezzi may replace its third-party payment processing services without notice to Users.
3. No Refunds. All charges and fees are non-refundable. This no-refund policy shall apply at all times regardless of Client’s decision to terminate usage of the Platform, any disruption related to the Platform, or any other reason whatsoever.
4. Payment Authorization. Upon addition of a new payment method, Carezzi may seek authorization of Client’s selected payment method to verify the payment method, ensure the Total Visit Rate will be covered, and protect against unauthorized usage. The authorization is not a charge; however, it may reduce Client’s available credit or funds by the authorization amount until the credit card or bank’s next processing cycle. Should the amount of our authorization exceed your credit limit or the total funds on deposit in Client’s account, Client may be subject to overdraft or NSF (not sufficient funds) charges, or other fees, by the bank issuing Client’s debit, credit or check card. Carezzi cannot be held responsible for these charges and is unable to assist Client in recovering them from the issuing bank.
5. Payments to Care Providers using Carezzi. Care Provider will receive payment from Stripe, or another third-party processor, after performing a Visit in accordance with the Care Contract and submitting documentation within the required timeframe. Completion of documentation by the Care Provider is required for payment, subject to applicable state labor laws. Care Provider acknowledges and agrees that Carezzi is not responsible for paying Care Provider for performing the Visit. Client is exclusively responsible for paying the Care Provider, and the third-party payor is exclusively responsible for issuing payments in compliance with applicable law and providing Care Provider with all applicable notices and instructions regarding the same.
6. Care Provider’s Taxes. Care Provider acknowledges and agrees that it is Care Provider’s sole responsibility to comply with all federal, state and local tax obligations that pertain to all compensation he or she receives from Clients. Clients are solely responsible for withholding all payroll or employment taxes as well as issuing any W2 or 1099 forms. Carezzi shall not withhold or pay or be obligated to withhold or pay any payroll or employment taxes (including, but not limited to, FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, state unemployment insurance tax, and state worker’s compensation insurance tax) or other amounts with respect to any Visits performed by or amounts paid to Care Provider by Clients.
7. Payments to Carezzi. In exchange for the Fees (as defined in Client Contract), Carezzi arranges for third-party background checks for Care Providers, third-party payment processing, reviews Care Provider licensure and/or certifications, and provides the Platform for Care Providers to match with Clients.
6. Cancellation of Visits
1. Cancellation by Clients. Client must provide at least twelve (12) hours notice to avoid being charged the Total Visit Rate. If Client cancels a Visit with less than twelve (12) hours notice, Client authorizes Carezzi and its applicable third-party processor to charge their saved payment method the Total Visit Rate, including all taxes and fees. Carezzi reserves the right to deny access to the Platform for any Client that cancels Visits without efficient notice.
2. Cancellation by Care Providers. Care Providers may cancel at any time prior to the start of the Visit, subject to Care Provider’s acknowledgement of no payment. Clients are not responsible for payment for any part of the Visit not performed by the Care Provider, or any part of the Visit that the Care Provider was unavailable to work. Carezzi reserves the right to deny access to the Platform to any Care Provider who cancels Visits without notice.
7. Safety During a Visit
1. Clients must ensure that Care Providers have access to a safe and secure workplace. Clients agree to maintain the safety of the working environment by immediately making repairs to any portion of the home or site that the Care Provider may have access to during the Visit. Care Providers have the right to cancel the Visit, during the Visit, if a Visit becomes unsafe. Additionally, if a Care Provider becomes aware of violence or abuse affecting the Care Recipient, they may be required by law to report that abuse. Care Providers shall also ensure a safe working environment. They shall not invite third parties into the Client or Care Recipient’s home or site of service.
8. Emergencies During a Visit
1. Responses to Emergencies. Although a Care Provider may be CPR or First-Aid certified or possess other medical training, Care Providers are not obligated to provide emergency care of any kind during the course of a Visit, unless required by applicable law, their professional license, or the terms of their employment. Care Providers do not assume responsibility for providing emergency care as part of the Visit, unless their actions are required by law or their scope of practice. In the event of an emergency, it is the Care Provider’s responsibility to promptly contact emergency services (e.g., 911 or local emergency medical services), if they deem it necessary.
2. Good Samaritan Law. If a Care Provider renders emergency care, including CPR or First-Aid, during any part of the Visit, they are doing so as a “Good Samaritan” under the protections of applicable Good Samaritan laws, which may limit their liability, provided they act in good faith and within the scope of their training. However, Care Providers should be mindful that certain licensed professionals, such as nurses, may have a heightened duty to respond to emergencies based on their professional obligations, regardless of whether the emergency occurs during the Visit or outside of their contracted duties.
3. Obligation to Contact Physician. Additionally, Care Providers acknowledge and agree that it is their responsibility to contact the Care Recipient’s assigned physician if the Care Recipient’s condition changes or if there are concerns about their health status during the Visit. This includes, but is not limited to, any serious changes in vital signs, consciousness, or other indicators of medical distress.
9. Communications
1. Modes of Communications. User agrees to receive communications from Carezzi, including via e-mail, text message, calls, and push notifications. User agrees that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Carezzi, Affiliates, and/or other Users, may include but are not limited to: operational communications concerning User’s account or use of the Platform, updates concerning new and existing features, communications concerning promotions run by us or our third-party partners, and news concerning Carezzi and industry developments. Standard text messaging charges applied by User’s cell phone carrier will apply to text messages we send.
2. SMS Messaging. When User opts-in to the texting service, we will send User an SMS message to confirm signup. Not all carriers may be supported for SMS messaging. User can cancel the SMS service at any time. Just text “STOP” to the number. After User sends the SMS message “STOP” to us, we will send User an SMS message to confirm that User has unsubscribed. After this, User will no longer receive SMS messages from us. If User wants to join again, User signs up just as User did the first time and we will start sending SMS messages to User again. If at any time User forgets what keywords are supported, simply text “HELP” to the number. After User sends the SMS message “HELP” to us, we will respond with instructions on how to use our service as well as how to unsubscribe. As always, message and data rates may apply for any messages sent to User from us and to us from User. If User has any questions about User’s text plan or data plan, it is best to contact User’s wireless provider. For all questions about the services provided by this short code, User can send an email to [email protected]. If User has any questions regarding privacy, please read our privacy policy: www.carezzi.com/privacypolicy.
3. OPT OUT or UNSUBSCRIBE. IF USER WISHES TO OPT OUT OF PROMOTIONAL EMAILS, USER CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF USER WISHES TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, USER MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. USER ACKNOWLEDGES THAT USER IS NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING PLATFORM. IF USER WISHES TO OPT OUT OF ALL TEXTS OR CALLS FROM CAREZZI (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), USER CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER USER ACKNOWLEDGES THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT USER’S USE OF THE CAREZZI PLATFORM.
10. User Information
1. Privacy. Registered User consents to provide User Information to create a User account that will allow User to use the Platform. Carezzi’s collection and use of personal information in connection with the Platform is as provided in Carezzi’ Privacy Policy located at www.carezzi.com/privacypolicy. User is solely responsible for User Information and User’s interactions with other Users of the Platform, and Carezzi acts only as a passive conduit. User agrees to provide and maintain accurate, current and complete information and that Users, Carezzi, and other members of the public may rely on as accurate, current and complete. To enable Carezzi to use User Information, User grants Carezzi a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights User has in User Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known.
2. Benchmarking. User hereby agrees to allow Carezzi to complete benchmarking, research and development data, including, but not limited to operational, financial and clinical data of Users in order to provide comparative benchmarking services, decision support services, predictive disease management services, and AI-driven solutions to Carezzi’s customers and prospective customers and for use in Carezzi’s research and development of the Platform. Additionally, User agrees that their data may be used for training, testing, and improving artificial intelligence (AI) models and algorithms. Carezzi may use this data to enhance its offerings to current and prospective customers. User further agrees to release all of such data for these purposes. Carezzi agrees to keep the identity of User and all protected health information confidential.
11. Promotions and Referral Programs
1. Carezzi, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your relationship with Carezzi. Carezzi reserves the right to withhold or deduct credits or benefits obtained through a promotion event when Carezzi determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
12. Restricted Activities

With respect to User’s use of the Platform, User agrees that User will not:

1. use any Confidential Information obtained from the Platform for User’s own benefit or for the benefit of any other third party; or employ or solicit the employment of any employees of the Carezzi;
2. be an employee, partner, joint venturer, representative, agent, independent contractor, or franchisee of, or with, Carezzi unless agreed upon in writing. User will have total control of the management of its person or business, subject to the provisions of this Agreement;
3. impersonate any person or entity;
4. violate any law, statute, rule, permit, ordinance or regulation;
5. interfere with or disrupt the Platform or Carezzi servers or networks connected to Carezzi;
6. post information or interact with the Platform in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
7. use the Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
8. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Platform;
10. “frame” or “mirror” any part of the Platform, without Carezzi’ prior written authorization or use meta tags or code or other devices containing any reference to Carezzi in order to direct any person to any other web site for any purpose;
11. modify, adapt, translate, alter, reverse engineer, decipher, decompile, reproduce, distribute, display or otherwise disassemble any portion of the Platform or any software used on or for the Platform; create derivative works, compilations or collective works based on the Platform, or apply any process, technique or procedure to ascertain or derive the source code to the Platform, which is a valuable trade secret of Carezzi;
12. rent, lease, lend, sell, redistribute, license or sublicense the Platform or access to any portion of the Platform;
13. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Platform its contents;
14. link directly or indirectly to any other websites;
15. transfer or sell User’s account, password and/or identification to any other party;
16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation; cause any third party to engage in the restricted activities above;
17. knowingly or negligently permit other individuals or entities to use or copy the Platform;
18. merge the Platform with any other software or service;
19. publish or provide any results of benchmark tests run on the Platform to a third party;
20. use the Platform to operate in or as a time-sharing, outsourcing, or service bureau environment other than for User’s own internal use; or allow other persons to use their User account in any manner.
13. Representations, Warranties and Agreements

By providing and/or accepting services as a User, User represents, warrants, and agrees that:

1. To the extent User is an individual, User is at least eighteen (18) years of age, of sound mind and legal competence, and has the authority to enter into this Agreement either on behalf of themselves, a Care Recipient, or a Care Organization. User possesses all appropriate licenses, approvals, and authority to provide service in all jurisdictions in which User provides services.
2. To the extent User is a Care Organization, User is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has the requisite power and authority to execute and deliver, and to perform its obligations hereunder.
3. To the extent User is a Client, Client represents that they have informed Care Provider if they are under services with any agency receiving federal reimbursement.
4. User will comply with all federal, state, and local laws and any rules or regulations regarding data usage, data protection, and data privacy. Carezzi shall not be liable for any errors, damages, or consequences arising from the misuse or misappropriation of data by the User.
5. Any payment User sends and/or receives for a Visit through the Platform will be based on the Client Contract, Care Contract, and these Terms.
6. User will not make any misrepresentation regarding the Platform, Carezzi, or User’s status as a User.
7. User undertakes not to hold itself out as an employee, agent or authorized representative of Carezzi.
8. User will not attempt to defraud Carezzi, or another User in connection with User’s provision and/or acceptance of services.
9. User agrees that we may obtain information about User including User’s criminal and employment records, and User agrees to provide any further necessary authorizations to facilitate our access to such records during their use of the Platform.
10. User agrees that User is not under investigation for any activity that may be considered to be fraudulent, has not been suspended or excluded from participation in the Medicare and Medicaid Program or any other state or federal health care program, and will immediately notify Carezzi in writing of any threatened or actual suspension or exclusion from participation in the Medicare or Medicaid programs, any other state or federal health care program, and/or any professional licensing board or similar organization/agency
11. User will pay and be responsible for compliance with all applicable federal, state and local taxes based on User’s provision or receipt of services, including issuing any required 1099 or W2 forms to Care Providers.
14. Intellectual Property
1. Carezzi’ Intellectual Property. The Platform, and any and all modifications, bug fixes, updates and releases provided by Carezzi, and all worldwide intellectual property rights therein, are and shall remain the exclusive property of Carezzi. The parties expressly agree that any and all work to be performed by Carezzi under this Agreement shall not be considered works-made-for-hire, as that term is defined in the U.S. Copyright Act (17 U.S.C. § 101, et. seq.), and all ownership rights relating to the Platform and any modifications thereto resulting from the Platform shall remain vested in Carezzi. User acknowledges and agrees that all intellectual property rights of whatever nature the Platform, the source code relating to the Platform, and any and all derivative works relating to the Platform, are and shall remain the property of Carezzi, and nothing in this Agreement should be construed as transferring any aspects of such rights to Users or any third party. Carezzi shall own all right and title to, and interest in and ownership of any and all User Data created and stored within the Platform. Carezzi shall have the right to use all such data for its own benefit subject to compliance with applicable law. User understands that it may be required to execute third party licenses in order to use the Platform, and that Carezzi has provided User with sufficient information concerning all such third-party licenses. User further agrees that it will not use third party software that interferes with the operations or functionality of the Platform and agrees to defend, indemnify, and hold harmless from any damages, costs, expenses, legal liability, non-functionality of the Platform, loss of use of the Platform, diminution of the functionality of the Platform, damage to the Platform, and any inaccuracy of Carezzi’ data arising or resulting in whole or in part from User’s own third party software equipment.
2. Carezzi Server. The parties agree that (i) Carezzi is the record owner or leaseholder of the Carezzi server and that User has no interest or right to the Carezzi server except to the extent necessary to use the Platform hereunder, including User’s right to access the Carezzi Server from time to time in connection with the Platform.
3. Trademarks and Publicity. All intellectual property rights related to the Platform shall be owned by Carezzi absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Platform are the property of their respective owners. User acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by User to Carezzi are non-confidential and shall become the sole property of Carezzi. Carezzi shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to User. Except as otherwise provided herein, nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities, any name, trade name, trademark, or other designation (including any contraction, abbreviation, or simulation of any of the foregoing) of the other party without the express written approval of such other party.
15. Limitation of Liability; Disclaimer or Warranties
1. The use of the Platform at User’s sole risk. Neither Carezzi nor any of its Affiliates, nor any of their respective officers, directors or employees, agents, third-party content providers, merchants, sponsors or the like, 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 the use of the Platform, or as to the accuracy, completeness, reliability, security or currency of the Platform. User assumes all risk with regard to utilizing the Platform, including, but not limited to, the risk that care will not be available as scheduled and no replacement care will be available and any Downtime as defined below.
2. Downtime. User acknowledges that from time to time the User Data may be inaccessible and Platform may be inoperable for the following reasons: (a) equipment malfunctions; (b) periodic maintenance; or (c) catastrophic events, including interruption or failure of telecommunication or digital communication links or hostile network attacks (collectively referred to as “Downtime”).
3. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL CAREZZI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOST TIME OR GOODWILL, EVEN IF CAREZZI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. CAREZZI SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST USER BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF CAREZZI IN CONNECTION WITH THE PLATFORM, AND/OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED THE FEES PAID BY USER TO CAREZZI HEREUNDER FOR THE PLATFORM. NO ACTION, REGARDLESS OF FORM, ARISING FROM OR PERTAINING TO THE PLATFORM MAY BE BROUGHT BY USER MORE THAN ONE (1) YEAR AFTER SUCH ACTION HAS ACCRUED. USER ACKNOWLEDGES THAT THE FEES PAID BY USER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY AND EACH PARTY AGREES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
4. Disclaimer of Warranties. CAREZZI MAKES NO WARRANTY WITH RESPECT TO THE PLATFORM OR ANY CARE CONTRACT ENTERED INTO AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF, OR INABILITY TO USE, THE PLATFORM, INCLUDING THE INFORMATION, DATA, SOFTWARE, PLATFORM OR PRODUCTS CONTAINED THEREIN OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. CAREZZI DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE PLATFORM, THE DATA, SERVICES PROVIDED BY A THIRD PARTY OR OTHER USER, OR ANY COMPONENT THEREOF. CAREZZI SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. THE PLATFORM, THE DATA, THE SERVICES, AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK. User acknowledges that it has relied on no warranties other than the express warranties in this Agreement. The provisions of this Section 16 shall survive any termination or expiration of this Agreement. No representative, agent, employee or other person is authorized to make any modifications, extensions, or additions to this warranty.
5. Medical Services Disclaimer. Carezzi serves solely as an intermediary to connect Clients with Care Providers. Carezzi does not provide medical services, nor does it endorse, vouch for, or guarantee the qualifications, expertise, or performance of any Care Provider listed or connected through the Platform. Care Providers using the Platform are independent professionals who are solely responsible for the medical services they provide, including but not limited to diagnosis, treatment, care, and any other healthcare-related services. The Platform makes no representations or warranties regarding the quality, safety, or efficacy of any medical services provided by care providers. Clients are advised to verify the credentials, qualifications, and experience of any healthcare provider before seeking medical care. The Platform does not assume any liability or responsibility for any medical services, advice, or treatment rendered by Care Providers. Users agree to hold the Platform harmless from any claims, liabilities, or damages arising from the use of medical services or the actions of any Care Provider.
6. Scope of Practice Disclaimer. Care Provider acknowledges and agrees that the healthcare services provided through this Platform are limited to the specific scope of practice defined by their professional licensure, qualifications, and applicable regulations. Care Provider is solely responsible for ensuring that any services they provide, whether clinical or non-clinical, are consistent with the laws, rules, and ethical standards governing such services. Carezzi does not represent or warrant that any services provided by the Care Provider are within the scope of practice for which such Care Provider is licensed, nor does it endorse any specific practice or method. Care Providers are responsible for seeking appropriate legal and professional guidance to ensure that their activities do not exceed their authorized scope of practice. Carezzi disclaims any responsibility for actions or omissions by the Care Provider, and all Users agree to hold Carezzi harmless from any claims, liabilities, or damages arising from a Care Provider’s practice.
7. Insurance Disclaimer. Care Providers using Carezzi acknowledge and agree that it is their sole responsibility to maintain or arrange with Client for (i) workers’ compensation coverage for themselves to the extent required by applicable law, and (ii) all other insurance required by law, including professional liability insurance if desired. Client and Care Provider are responsible for assessing whether any additional insurance coverage is needed to comply with applicable laws or regulations based on the nature of the relationship formed between the Care Provider and Client and procuring any additional insurance coverage required by law or contract to ensure compliance with all applicable legal obligations associated with the provision of services. Carezzi makes no representations regarding the insurance status of any Care Provider or Client and disclaims any liability in connection with a failure to maintain adequate insurance.
8. Presumption of Satisfaction. All other provisions to the contrary notwithstanding, all services performed by Carezzi under this agreement for which there is no written notice of deficiency given by the User within thirty (30) days, the performance of said service shall be conclusively presumed to have been satisfactorily performed.
9. Private Pay Disclaimer. Care Provider acknowledges and agrees that it is their sole responsibility to ensure compliance with all applicable federal, state, and local laws, regulations, and policies regarding the acceptance of private pay for healthcare services. Care Provider further agrees to determine, based on their own professional judgment and legal consultation, whether the issuance of an Advance Beneficiary Notice (“ABN”), or another such similar waiver, is required for any services rendered to Medicare beneficiaries or individuals covered by other insurance plans. Carezzi shall not be liable for any legal or regulatory issues arising from the Care Provider’s decisions regarding private pay arrangements or the use of an ABN.
10. Reimbursement Disclaimer. Care Provider agrees not to bill or submit for reimbursements to any insurance company (Medicare, Medicaid, Private Insurance, Employee-Sponsored Plans, High Deductible Health Plans (HDHPs), preferred Provider Organizations (PPO), or any other health insurance coverage), without express permission from Client. Care Provider is responsible for abiding with all laws regarding reimbursement for services, including verifying whether Care Recipient is under services. Carezzi is not responsible for any Care Provider that may submit for reimbursement.
11. Classification Disclaimer. Carezzi does not provide employment services, and Carezzi is not a personnel recruiter. It is up to the Care Provider to decide whether or not to accept a Visit from a Client, and it is up to the Client to decide whether or not to offer a Visit to a Care Provider. Carezzi cannot ensure that a Care Provider will accept or complete a Visit assigned by a Client. Carezzi has no control over the quality of the Users matched though the Platform.
12. Carezzi is not responsible for the conduct, whether online or offline, of any User of the Platform. User is solely responsible for User’s interactions with other Users. We do not procure insurance for, nor are we responsible for, any User. By using the Platform, User agrees to accept such risks and agrees that Carezzi is not responsible for the acts or omissions of Users within the Platform.
13. Carezzi expressly disclaims any liability arising from the unauthorized use of User’s account. Should User suspect that any unauthorized party may be using User’s account or User suspects any other breach of security, User agrees to notify Carezzi immediately.
14. It is possible for others to obtain information about User that User provides, publishes, or posts to or through the Platform (including any profile information User provides), sends to other Users, or shares while using the Platform, and to use such information to harass or harm User. Carezzi is not responsible for the use of any personal information that User discloses to other Users while using the Platform. Carezzi advises Users to carefully select the type of information that it posts on Platform or releases to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
15. Opinions, advice, statements, offers, or other information or content concerning Carezzi or made available through the Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will Carezzi be responsible for any loss or damage resulting from User’s reliance on information or other content posted by third parties, whether while using the Platform or otherwise. Carezzi reserves the right, but we have no obligation, to monitor the materials posted on the Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
16. Location data provided through the Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Carezzi, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed though the Platform. Any of User’s Information, including geolocational data, User uploads, provides, or posts on the Platform may be accessible to Carezzi and certain Users of the Platform.
17. Carezzi advises User to use the Platform with a data plan with unlimited or very high data usage limits, and Carezzi shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan User uses to access Carezzi Platform.
18. Carezzi uses Artificial Intelligence technologies (“AI”) to enhance certain services and improve User experience. Carezzi’s use of AI may include, without limitation, personalized recommendations, automated data analysis, and customer service chatbots and other informational chat features or services. These tools are designed to enhance User experiences and to improve the efficiency of Carezzi’ Platform. HOWEVER, DUE TO THE CONSTANTLY EVOLVING NATURE OF TECHNOLOGY AND AI, ALL AI FEATURES, AND ANY AI-BASED OR ASSISTED SERVICES, ARE PROVIDED TO USER ON AN AS-IS BASIS WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. CLIENT ACKNOWLEDGES THAT AI-GENERATED INFORMATION OR SERVICES MAY CONTAIN ERRORS AND MAY NOT PRODUCE ACCURATE OUTPUT, AND USER UNDERSTANDS AND AGREES THAT SUCH CONTENT OR SERVICES SHOULD BE USED SOLELY AS SUPPLEMENTARY INFORMATION AND NOT AS THE SOLE BASIS FOR DECISION-MAKING. CAREZZI IS NOT LIABLE FOR ANY DECISIONS MADE BASED ON AI-GENERATED CONTENT, AI FEATURES, OR AI-BASED SERVICES, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR ALL SUCH CONTENT, INCLUDING, WITHOUT LIMITATION, FOR ERRORS, INACCURACIES, INFRINGEMENTS OR MISREPRESENTATIONS PRODUCED BY AI.
16. Indemnity
1. User will defend, indemnify, and hold Carezzi including our Affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of User’s use of the Platform, including: (1) User’s breach of this Agreement or the documents it incorporates by reference; (2) User’s violation of any law or the rights of a third party as a result of User’s own interaction with such third party; (3) any allegation that any materials that User submits to us or transmits through the Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) any use of AI-generated content or AI-integrated deliverables or products, particularly with respect to any claims of intellectual property infringement, inaccuracies, or data breaches (5) any failure to obtain any required licenses, vaccinations, or certifications, and/or (6) any other activities in connection with the Platform. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
2. User hereby agrees to promptly defend against any losses, claims, damages, liabilities or expenses but will not settle without consulting Carezzi and obtaining its prior written consent. User will allow Carezzi to participate, at Carezzi’s discretion, through separate counsel, in the defense of any such loss, claim or other action and shall reimburse Carezzi for such reasonable attorney’s fees.
17. Confidential Information
1. User acknowledges that the Confidential Information, the Platform, including all documentation provided in connection therewith including but not limited to this Agreement and incorporated documents, and all screens and formats used in connection therewith, are the confidential information of Carezzi, and User shall not publish, disclose, display, provide access to or otherwise make available any Confidential Information, the Platform, or documentation thereof, or any screens, formats, reports or printouts used, provided, produced or supplied from or in connection therewith, to any person or entity other than to an employee or agent of a Care Organization who have a need-to-know and have been advised of the confidentiality provisions of this Agreement without the prior written consent of, and on terms acceptable to, Carezzi. User may disclose to a governmental or regulatory agency or to customers of User any information expressly prepared for disclosure to such governmental or regulatory agency or to such User and User may make disclosures required by law; provided, however, User shall make every effort to promptly notify Carezzi of such request for information subject to state and federal law. Except as required by law, User shall not disclose use of the Platform in any advertising or promotional materials without Carezzi’ prior written consent to such disclosure, and approval of such materials.
2. Protection of Confidential Information. User acknowledges that the Platform is highly confidential and considered a trade secret of Carezzi, the unauthorized disclosure of any part of which would result in serious injury to Carezzi. User shall use its best efforts to maintain the security and confidentiality of the Platform, which efforts shall not be less stringent than those employed, or that reasonably should be employed, by User to protect its own most confidential information or trade secrets.
3. Equitable Relief. User understands that the unauthorized publication or disclosure of any part of the Platform, or the unauthorized use of the Platform, would cause irreparable harm to Carezzi for which there is no adequate remedy at law. User therefore agrees that in the event of such unauthorized disclosure or use, Carezzi may, at its discretion and at User’s expense, terminate this Agreement, obtain immediate injunctive relief or specific performance without an obligation to post bond or other security, or take such other steps as it deems necessary to protect its rights. If Carezzi, in its reasonable, good faith judgment, determines that there is a material risk of such unauthorized disclosure or use, it may demand immediate assurances, satisfactory to Carezzi, that there will be no such unauthorized disclosure or use. In the absence of such assurances, Carezzi may take such steps as it deems necessary and may, in addition, terminate this Agreement. The rights of Carezzi hereunder are in addition to any other remedies provided by law or in equity.
4. Confidentiality of Care Recipient and Client Information. Care Provider acknowledges that it will have access to Care Recipient and/or Client Information, written and oral, relating to Care Services. Care Provider acknowledges and agrees that that Care Provider will disclose such information only to authorized individuals and as permitted by HIPAA and applicable law.
18. Miscellaneous
1. Waiver of Breach. The failure of either party to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by either party of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.
2. Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. User may not assign this Agreement without the prior written consent of Carezzi or its successor. This Agreement and the rights and obligations created under it shall be binding upon and inure solely to the benefit of the parties hereto (and their affiliates and indemnified parties, as provided herein) and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended or should be construed to confer upon any other person any right, remedy, or claim under or by virtue of this Agreement.
3. Relationship to the Business Associate Agreement. To the extent applicable and that Client qualifies as a Covered Entity, the terms and conditions of the Business Associate Agreement in Addendum A are hereby incorporated into this Agreement. To the extent that the provisions of Addendum A regarding Client Information conflict with the provisions of this Agreement, the provisions of Addendum A prevail.
4. Governing Law. This choice of law provision does not apply to the arbitration clauses contained in Sections 19 and 20 herein, as such arbitration clauses being governed by the Federal Arbitration Act. Accordingly, and except as otherwise stated in Sections 19 and 20, the interpretation of this Agreement shall be governed by the laws of the state of Tennessee, without regarding to the choice or conflicts of law provisions of any jurisdiction.
5. Notices. Any notice required to be given pursuant to this Agreement shall be in writing and shall be deemed duly given either (i) two (2) days after the date of mailing if sent by registered or certified mail, return receipt requested, or (ii) one (1) day after the date of mailing if sent by a national overnight courier service, to: Carezzi, 1030 16th Ave S, Floor 2, Nashville, TN 37212 or, to User at the address provided during the registration process (iii) 24 hours after the time of sending if sent via electronic mail to  [email protected] or to User at the address provided during the registration process. Any party, by notice given as set forth above, may change the address to which subsequent notices are to be sent to such party.
6. Jurisdiction. By entering this Agreement, User agrees to and does hereby submit to the personal jurisdiction of the courts in or for the State of Tennessee in the event any legal action is commenced by Carezzi or its successor to enforce any rights arising hereunder.
7. Force Majeure. Except for User’s payment obligations, no party shall be responsible or liable for any losses arising out of any delay in or interruption of the performance of its obligations under this Agreement due to any act of God, act of governmental authority, act of the public enemy or due to war or terrorism, the outbreak or escalation of hostilities, riot, fire, flood, civil commotion, insurrection, labor difficulty (including, without limitation, any strike, or other work stoppage or slow down), severe or adverse weather conditions, communications line failure, or other similar cause beyond the reasonable control of the party so affected at the time such cause arises.
8. Headings. The headings in this Agreement are for convenience only and shall not be used to alter or limit the interpretation of any provision hereof.
9. Entire Agreement. This Agreement, together with any and all Client Contract(s), the Business Associate Agreement, if applicable, and all other documents incorporated by reference, constitutes the entire agreement of the parties and supersedes all prior discussion and correspondence between them with respect to the subject matter hereof.
10. Compliance with Applicable Laws. Carezzi shall use best efforts to provide the Platform in material compliance with all applicable federal, state and local laws. It is User’s sole responsibility to use the Platform in compliance with all applicable federal, state and local laws.
11. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement.
12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
13. Non-exclusivity. This Agreement shall not be deemed to create an exclusive relationship between User and Carezzi. User shall be entitled to use other parties to perform services similar to the Platform covered hereby. Carezzi agrees and acknowledges that User does not guarantee any minimum amount of work nor does it guarantee any minimum amount of revenue to Carezzi hereunder. Likewise, Carezzi may provide the Platform to other Users.
14. Authority. No User has actual or apparent authority to sign any agreement on behalf of Carezzi or bind Carezzi into a contract.
15. Modifications to Agreement: Carezzi may in its discretion modify the terms and conditions. Carezzi will provide written notice of any material changes to the terms and conditions at least thirty (30) days in advance or any longer period required under applicable laws. Your continued use of the Platform for more than thirty (30) days after notice is sent shall constitute your consent and acceptance of the change(s). However, no such modification shall apply to an arbitrable dispute of which Carezzi had actual notice on or before the effective date of the modified Agreement. Carezzi will post the modified terms and conditions on its Website.
16. Termination. As administrator of the Platform, Carezzi retains the right to deactivate or otherwise restrict a User from accessing or using the Platform in its sole discretion with or without notice for any reason or no reason including but not limited to (1) a violation or alleged violation of these Terms, (2) User’s disparagement of Carezzi or any of its Affiliates, or (3) User’s act or omission that causes harm to Carezzi’ or its Affiliates’ brand, reputation or business as determined by Carezzi in its sole discretion. User acknowledges and agrees that Carezzi retains the right to suspend any Care Provider if said Care Provider does not complete and upload the documentation required by the Care Contract within seven (7) days of the Visit. If Carezzi suspects that User has engaged in fraudulent activity, we may suspend User’s account or levy a fee to serve as restitution to the defrauded party. All fraudulent activities will be prosecuted to the fullest extent of the law.

If you have any questions regarding the Platform, please contact us at [email protected].

19. Arbitration Provision for Users Other Than Care Organizations

Important Note Regarding this Arbitration Provision:

• Except as provided below, arbitration does not limit or affect the legal claims you may bring against Carezzi. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
• Arbitration is a process of private dispute resolution that does not involve the civil court, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
• IMPORTANT: This Arbitration Provision will require you to resolve any covered legal claim that you may have against Carezzi on an individual basis, except as provided below, pursuant to the Agreement unless you choose to opt out of the Arbitration Provision. Except as provided below, this Arbitration Provision will preclude you from bringing any class, collective or representative action (other than actions under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq. (“PAGA”)) against Carezzi, and also precludes you from participating in or recovering relief under any current or future class, collective, or representative (non-PAGA) action brought against Carezzi by someone else.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH AN ATTORNEY REGARDING THE CONSEQUENCES OF YOUR DECISION.

1. Mediation
   In an attempt to amicably resolve disputes before they go to arbitration, you and Carezzi agree that any otherwise arbitrable claim shall be mediated initially, and if mediation fails to result in a formal settlement of the dispute, then the parties shall proceed to final and binding arbitration. The statute of limitations shall be tolled during any mediation conducted pursuant to this Arbitration Provision. The mediation shall be conducted by JAMS (www.jamsadr.com). You and Carezzi will bear its own costs in the mediation, including attorneys’ fees, and one-half the cost of the mediator.
2. Arbitration.
   This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) and evidences a transaction involving interstate commerce. This Arbitration Provision applies to any dispute arising out of or related to this Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse you from utilizing any informal procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures.

   Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before any forum other than arbitration, with the exception of proceedings that must be exhausted under applicable law before pursuing a claim in a court of law or in any forum other than arbitration. Except as it otherwise provides, this Arbitration Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration on an individual basis only and not by way of court or jury trial, or by way of class, collective, or representative action.

   Except as provided in Section 19(vi), below, regarding the Class Action Waiver, such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court or judge. However, as set forth below, the preceding sentences shall not apply to disputes relating to the interpretation or application of the Class Action Waiver or PAGA Waiver below, including their enforceability, revocability or validity.

   Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to all disputes between you and Carezzi as well as all disputes between you and Carezzi’s fiduciaries, administrators, Affiliates, subsidiaries, parents, and all successors and assigns of any of them, including but not limited to any disputes arising out of or related to this Agreement and any disputes arising out of or related to your relationship with the Carezzi, including termination of the relationship. This provision also applies, without limitation, to disputes regarding privacy, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by Carezzi and covered by ERISA or funded by insurance), Genetic Information Non-Discrimination Act, and state statutes, if any, addressing the same or similar subject matters, and all other similar federal and state statutory and common law claims.

   This Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes which by the terms of this Agreement are expressly excluded from the Arbitration Provision.

3. Limitations on How This Agreement Applies.
   The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in this Arbitration Provision shall not apply: A representative action brought on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., to the extent waiver of such a claim is deemed unenforceable by a court of competent jurisdiction; Claims for workers compensation, state disability insurance and unemployment insurance benefits; Regardless of any other terms of this Agreement, nothing prevents you from making a report to or filing a claim or charge with the Equal Employment Visit Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration; Disputes that may not be subject to a predispute arbitration agreement pursuant to applicable Federal law or Executive Order are excluded from the coverage of this Arbitration Provision; Disputes regarding your, or Carezzi’s intellectual property rights; This Arbitration Provision shall not be construed to require the arbitration of any claims against a contractor that may not be the subject of a mandatory arbitration agreement as provided by section 8116 of the Department of Defense (“DoD”) Appropriations Act for Fiscal Year 2010 (Pub. L. 111-118), section 8102 of the Department of Defense (“DoD”) Appropriations Act for Fiscal Year 2011 (Pub. L. 112-10, Division A), and their implementing regulations, or any successor DoD appropriations act addressing the arbitrability of claims.
4. Selecting The Arbitrator and Location of the Arbitration.
   The arbitrator shall be selected by mutual agreement of the parties. Unless you and Carezzi mutually agree otherwise, the arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If the parties cannot agree on an arbitrator, then an arbitrator will be selected using the alternate strike method from a list of five (5) neutral arbitrators provided by JAMS (Judicial Arbitration & Mediation Services). You will have the option of making the first strike. If a JAMS arbitrator is used, then the JAMS Streamlined Arbitration Rules & Procedures rules will apply; however, if there is a conflict between the JAMS Rules and this Agreement, this Agreement shall govern. Those rules are available here: http://www.jamsadr.com/rules-streamlined-arbitration/

   The location of the arbitration proceeding shall be no more than 45 miles from the place where you last performed a Visit under this Agreement, unless each party to the arbitration agrees in writing otherwise.

5. Starting the Arbitration.
   All claims in arbitration are subject to the same statutes of limitation that would apply in court , unless restricted further by this Agreement and allowed by law. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first-class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to Carezzi shall be provided to [email protected]. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
6. How Arbitration Proceedings Are Conducted.

You and Carezzi agree to resolve any dispute that is in arbitration on an individual basis only, and not on a class, collective action, or representative basis (“Class Action Waiver”). The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. Notwithstanding any other provision of this Agreement, the Arbitration Provision or the JAMS Streamlined Arbitration Rules & Procedures, disputes regarding the enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver unenforceable, the class, collective, and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

While Carezzi will not take any retaliatory action in response to any exercise of rights you may have under Section 7 of the National Labor Relations Act, if any, Carezzi shall not be precluded from moving to enforce its rights under the FAA to compel arbitration on the terms and conditions set forth in this Agreement.

Private Attorneys General Act.
Notwithstanding any other provision of this Agreement or the Arbitration Provision, to the extent permitted by law, (1) you and Carezzi agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration , and (2) for any claim brought on a private attorney general basis i.e., where you are seeking to pursue a claim on behalf of a government entity both you and Carezzi agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (“PAGA Waiver”). Notwithstanding any other provision of this Agreement or the Arbitration Provision, disputes regarding the enforceability, revocability or validity of the PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of the PAGA Waiver is found to be unenforceable or unlawful for any reason, (1) the unenforceable provision shall be severed from this Agreement; (2) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Provision or the parties’ attempt to arbitrate any remaining claims on an individual basis pursuant to the Arbitration Provision; and (3) any representative action brought under PAGA on behalf of others must be litigated in a civil court of competent jurisdiction and not in arbitration.

7. Paying for Arbitration.
   Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (e.g. a party prevails on a statutory claim that provides for the award of reasonable attorney fees to the prevailing party). However, you and Carezzi will share the cost of the arbitrator’s and arbitration fees.
8. The Arbitration Hearing and Award.
   The parties will arbitrate their dispute before the arbitrator, who shall confer with the parties regarding the conduct of the hearing and resolve any disputes the parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the parties or as ordered by the arbitrator, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief. The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.
9. Confidentiality of Arbitration.
   The parties shall keep confidential the fact of the arbitration, the dispute being arbitrated and the decision of the arbitrators. Notwithstanding the foregoing, the parties may disclose information about the arbitration to persons who have a need to know, such as directors, trustees, management employees, witnesses, experts, investors, attorneys, lenders, insurers and others who may be directly affected, provided that the disclosing party shall use commercially reasonable efforts to ensure such parties maintain such information confidential. Additionally, the parties may make such disclosures as are required by applicable law or regulation or the order of any court of competent jurisdiction. Once the arbitration award has become final, if the arbitration award is not promptly satisfied, then these confidentiality provisions shall no longer be applicable.
10. Your Right to Opt Out of Arbitration.
    Arbitration is not a mandatory condition of your contractual relationship with Carezzi. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying Carezzi in writing of your desire to opt out of this Arbitration Provision, either by (1) sending, within 30 days of the date you agree to this Agreement, electronic mail to [email protected] , stating your name and intent to opt out of the Arbitration Provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g, UPS, Federal Express, etc.), or by hand delivery to:

    Carezzi, LLC
    1030 16th Ave S, Floor 2
    Nashville, TN 37212

    In order to be effective, the letter under option (2) must clearly indicate your intent to opt out of this Arbitration Provision, and must be dated and signed. The envelope containing the signed letter must be received (if delivered by hand) or post-marked within 30 days of the date this Agreement is executed by you. Your writing opting out of this Arbitration Provision, whether sent by options (1) or (2), will be filed with a copy of this Agreement and maintained by Carezzi. Should you not opt out of this Arbitration Provision within the 30-day period, you and Carezzi shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of your choice concerning this Arbitration Provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-out of coverage under this Arbitration Provision.

11. Full and Complete Agreement Related to Formal Resolution of Disputes; Enforcement of This Agreement.

    This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of or relating to this Agreement. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

20. Dispute Resolution and Arbitration Agreement for Care Organizations
1. Mediation. Any dispute between the parties arising under or relating to this Agreement that cannot be resolved by the parties themselves shall be submitted to mediation in Nashville, TN, administered by and conducted in accordance with the Rules of Commercial Mediation of the American Arbitration Association. Each party will bear its own costs in the mediation, including attorneys’ fees, and one-half of the cost of the mediator.
2. Binding Arbitration. Any dispute that remains unresolved after mediation will be resolved by final and binding arbitration in Nashville, Tennessee before a single arbitrator conducted by and in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. The arbitrator shall not be the same person as the mediator. Each party shall bear its own costs in the arbitration, including attorneys’ fees, and each party shall bear one-half of the cost of the arbitrator.
3. Arbitrator’s Authority. The arbitrator shall have the authority to award such damages as are not prohibited by this Agreement and may, in addition and in a proper case, declare rights and order specific performance, but only in accordance with the terms of this Agreement.
4. Any party may apply to a court of general jurisdiction to enforce an arbitrators’ award, and if enforcement is ordered, the party against whom the order is issued shall pay the costs and expenses of the other party in obtaining such order, including reasonable attorneys’ fees.
5. Notwithstanding the provisions of Sections 17(1) and 17(2) above, any action by Carezzi to enforce its rights under Section 13 or 18(15) of this Agreement or to enjoin any infringement of the same by User, may be commenced in the state or federal courts of Tennessee, and each party consents to personal jurisdiction and venue in such courts for such actions.
6. YOU AND CAREZZI MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth above. This agreement to arbitrate survives after the Agreement terminates or your relationship with Carezzi ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Carezzi, including our Affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.
7. Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”), NOT RESOLVED THROUGH MEDIATION, SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND CAREZZI. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof); the Platform; any other goods or services made available through the Platform; your relationship with Carezzi the threatened or actual suspension, deactivation or termination of your User Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any promotions or offers made by Carezzi; any city, county, state or federal wage-hour law; trade secrets; unfair competition; discrimination; harassment; retaliation; fraud; defamation; emotional distress; breach of any express or implied contract or covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act; Civil Rights Act of 1964; Americans With Disabilities Act; and state statutes, if any, addressing the same or similar subject matters; and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
8. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND CAREZZI ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
9. Prohibition of Class Actions and Non-Individualized Relief. YOU UNDERSTAND AND AGREE THAT YOU AND CAREZZI MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND CAREZZI BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
10. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

    By using the Platform, User expressly acknowledges that User has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that User agrees to be bound by the terms and conditions of the Agreement, and that User is legally competent to enter into this Agreement with Carezzi. IF USER DOES NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, USER MAY NOT USE OR ACCESS THE PLATFORM.

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Addendum A

HIPAA Business Associate Agreement

Last Updated: April 26, 2021

This Addendum A to the Carezzi Terms of Use (the “Addendum”) is effective as of the date Registered User adopts the Terms of Use for the Carezzi Platform. This Addendum is made by and between the Registered User, as defined in the Carezzi Terms, (“Covered Entity) and Carezzi, LLC (“Business Associate”). Covered Entity and Business Associate are, at times, hereinafter referred to jointly as the “Parties.”

WHEREAS, Covered Entity and Business Associate are required to comply with the HIPAA Privacy Rule, the HIPAA Security Rule, the HITECH Act and its implementing regulations (collectively, the “HIPAA Regulations”);

WHEREAS, Business Associate provides certain services to Covered Entity pursuant to the Carezzi Terms of Use (the “Carezzi Terms”);

WHEREAS, in connection with Business Associate’s performance of services for Covered Entity, Business Associate will create, receive and/or maintain health information related to an Individual that constitutes Protected Health Information (“PHI”) within the meaning of the HIPAA Regulations;

WHEREAS, this Addendum is intended to ensure that Business Associate will establish and implement safeguards for such PHI consistent with the HIPAA Regulations;

NOW THEREFORE, in consideration of the mutual promises and obligations set forth below, the adequacy and sufficiency of which hereby are acknowledged, the Parties agree as follows:

1. Definitions
1. “C.F.R.” means the Code of Federal Regulations. A reference to a C.F.R. section means that section as amended from time to time; provided that if future amendments change the designation of a section referred to herein, or transfer a substantive regulatory provision referred to herein to a different section, the section references herein shall be deemed to be amended accordingly.
2. “Designated Record Set” means records, if any, created, received, or maintained by Business Associate for Covered Entity which Business Associate or Covered Entity uses, in whole or in part, to make decisions about an Individual, including, but not limited to, records related to enrollment, contributions, claims processing, and claims payment.
3. “Discover,” with respect to a Security Breach, means knowledge by any member of Business Associate’s workforce (as defined in 45 C.F.R. 160.103) other than the person responsible for the Security Breach that the Security Breach has occurred.
4. “HIPAA Privacy Rule” means the Standards for Privacy of Individually Identifiable Health Information, codified at 45 C.F.R. Parts 160 and 164, Subparts A and E, as authorized by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).
5. “HIPAA Security Rule” means the Security Standards for Protected Health Information, codified at 45 C.F.R. pts. 160, 162, and 164, as authorized by HIPAA.
6. “HITECH Act” means the Health Information Technology for Economic and Clinical Health Act, codified at 42 U.S.C. § 17931-17953.
7. “Individual” means a person who is the subject of Covered Entity’s protected health information.
8. “Limited Data Set” means PHI that excludes the following direct identifiers of the Individual and of relatives, employers, or household members of the Individual: (i) names; (ii) postal address information, other than town or city, State, and zip code; (iii) telephone numbers; (iv) fax numbers; (v) electronic mail addresses; (vi) Social Security numbers; (vii) medical record numbers; (viii) health plan beneficiary numbers; (ix) account numbers; (x) certificate/license numbers; (xi) vehicle identifiers and serial numbers, including license plate numbers; (xii) device identifiers and serial numbers; (xiii) web Universal Resource Locators (URLs); (xiv) Internet Protocol (IP) address numbers; (xv) biometric identifiers, including finger and voice prints; and (xvi) full face photographic images and any comparable images.
9. “Protected Health Information” or “PHI” means any information related to an Individual’s past, present, or future physical or mental health condition, any treatment for that condition, and any payment for that treatment which information identifies the Individual or could reasonably be used to identify the Individual.
10. Required By Law” means that a mandate contained in law, including a statute, regulation, court order, or subpoena, and that is enforceable in a court of law compels the use or disclosure of PHI
11. “Secretary” means the Secretary of the U.S. Department of Health and Human Services and his designees.
12. “Security Breach” means (i) the unauthorized access to, or acquisition, use, disclosure, of Covered Entity’s unsecured PHI, whether in paper or electronic form; that compromises the PHI, or (ii) the successful interference with system operations in an information system containing Covered Entity’s PHI. The term does not include (1) disclosure of PHI to an unauthorized person in circumstances where that person would not reasonably have been able to retain the information; (2) good faith unintentional access to, or acquisition or use of, PHI by Business Associate’s employees, agents or subcontractors in the course of such person’s performance of services provided that such PHI is not further accessed, acquired, used, or disclosed by any person, or (3) unauthorized access to, or acquisition, use, or disclosure, of Business Covered Entity’s unsecured PHI, whether in paper or electronic form, that results in a low probability of compromise as determined by Business Associate’s risk assessment conducted in accordance with 45 C.F.R. pt. 164.402.
13. “Unsecured PHI” means all PHI except (1) PHI in electronic form that is encrypted consistent with regulations promulgated by HHS, or that has been subject to disposal in a manner that renders the information irretrievable, or (2) PHI in paper form that has been shredded, burned or otherwise rendered irrecoverable.
14. Capitalized terms that are not defined in this Addendum shall have the same meaning as provided in the HIPAA Regulations.
2. Business Associate’s Use and Disclosure of PHI
1. Services Provided. Business Associate agrees to create, use, maintain, request, receive and disclose PHI: (1) only to the minimum extent necessary to provide the services described in the Carezzi Terms; (2) only in a manner that is consistent with the HIPAA Regulations, and applicable state law (unless preempted by the HIPAA); and (3) consistent with the “minimum necessary” standard in 45 C.F.R. pt. 164.502(b). Business Associate agrees not to use or further disclose PHI other than as permitted or required by this Addendum or by applicable law
2. Services Provided. Business Associate agrees to create, use, maintain, request, receive and disclose PHI: (1) only to the minimum extent necessary to provide the services described in the Carezzi Terms; (2) only in a manner that is consistent with the HIPAA Regulations, and applicable state law (unless preempted by the HIPAA); and (3) consistent with the “minimum necessary” standard in 45 C.F.R. pt. 164.502(b). Business Associate agrees not to use or further disclose PHI other than as permitted or required by this Addendum or by applicable law
3. Disclosure to Other Users. For the avoidance of confusion, Business Associate may disclose PHI, in accordance with the requirements of this Addendum and the HIPAA Regulations, to Care Providers, as defined in the Carezzi Terms, providing Care Services, as defined in the Carezzi Terms, for a User and to a Care Organization, as defined in the Carezzi Terms, on whose behalf a User is providing Care Services.
4. Proper Management and Administration of Business Associate.
1. Business Associate may use PHI for its own proper management and administration or to carry out its legal responsibilities
2. Business Associate may disclose PHI for its own proper management and administration, or to carry out its legal responsibilities, if (a) the disclosure is Required By Law, or (b) Business Associate ensures that the person or entity to whom PHI is disclosed under this paragraph will (i) maintain the confidentiality of the information disclosed, (ii) use or further disclose such information only as Required By Law or for the purpose for which it was disclosed to such person, and (iii) immediately notify Business Associate of any compromise of the confidentiality of the information.
5. Prohibited Conduct: Except as permitted by the HIPAA Privacy Rule or pursuant to a HIPAA-compliant authorization obtained by Covered Entity from the Individual, Business Associate will not use any Individual’s PHI for marketing or research purposes (as those terms are defined by the HIPAA Privacy Rule) without Covered Entity’s prior, written approval and without obtaining all required authorizations from the Individual.
6. Delegated Duties: To the extent this Addendum requires Business Associate to carry out one or more of Covered Entity’s obligation(s) under the HIPAA Privacy Rule, Business Associate shall comply with the requirements of the HIPAA Privacy Rule that apply to the Covered Entity in the performance of such obligation(s).
3. Business Associate’s Duties Regarding the Exercise of Individual Rights
1. Individual’s Access To PHI. Covered Entity has access, as described in the Carezzi Terms, to all PHI maintained by Business Associate on Covered Entity’s behalf so that Covered Entity may provide access to an individual to PHI in a Designated Record Set in accordance with 45 C.F.R. pt. 164.524. If and to the extent Covered Entity does not have access to such a PHI, Business Associate will make such PHI available within the time frame required by the HIPAA Privacy Rule, to enable Covered Entity, to comply with 45 C.F.R. pt. 164.524 in connection with an Individual’s request for access to PHI.
2. Amendment of PHI.  Covered Entity has access, as described in the Carezzi Terms, to all PHI maintained by Business Associate on Covered Entity’s behalf so that Covered Entity may amend an individual’s PHI in a Designated Record Set in accordance with 45 C.F.R. pt. 164.526. If and to the extent Covered Entity does not have access to such PHI. Business Associate will take all steps necessary to effectuate the amendment of PHI and as otherwise necessary to enable Covered Entity to comply with 45 C.F.R. pt. 164.526 in connection with an Individual’s request to amend PHI.
3. Accountings of Disclosures of PHI. Within the time frame required by the HIPAA Privacy Rule, Business Associate will provide Covered Entity with all information in Business Associate’s possession necessary to enable Covered Entity to comply with 45 C.F.R. pt. 164.528 in connection with an Individual’s request for an accounting of disclosures of PHI.
4. Business Associate’s Duties Regarding Safeguards For PHI
1. Safeguards. Business Associate shall implement technical, physical, and administrative safeguards for PHI that are appropriate to Business Associates’ size, the complexity of its operations and the nature and scope of its activities to protect against reasonably foreseeable risks to the security, confidentiality and integrity of PHI which risks could result in the unauthorized disclosure, use, alteration or destruction of PHI. Business Associate represents and warrants that, with respect to electronic PHI, it will comply with the requirements contained in parts 164.308 (Administrative Safeguards), 164.310 (Physical Safeguards), 164.312 (Technical Safeguards), and 164.316 (Policies and Procedures) of the HIPAA Security Rule.
2. Business Associate’s Agents and Subcontractors. Business Associate shall obtain reasonable assurances in writing from any agent or subcontractor to whom Business Associate discloses PHI, or who creates or receives PHI on Business Associate’s behalf, that the agent or subcontractor (i) will comply with the restrictions and conditions on the use and disclosure of PHI which this Addendum imposes on Business Associate, (ii) will implement reasonable and appropriate safeguards to protect Covered Entity’s PHI received from Business Associate, and (iii) will promptly notify Business Associate of any Security Breach involving Covered Entity’s PHI. Business Associate will not disclose PHI to any agent or subcontractor except as permitted by this Addendum.
3. Reporting a Security Breach. Business Associate will report to Covered Entity any unauthorized use or disclosure of PHI and any successful Security Incident. Business Associate also will report a Breach of Unsecured PHI, whether involving PHI in electronic or paper form, which Business Associate discovers, regardless of whether the Security Breach results from the acts or omissions of Business Associate or its agents or subcontractors. Business Associate will make such report orally to Covered Entity within five business days of Business Associate’s discovery of the Security Breach, followed by a report in writing (facsimile or e-mail is acceptable) within ten business days of the initial oral report. The written report shall include, at a minimum subject to the availability of necessary information, the following: (1) a description of the incident, (2) the date the incident occurred, (3) the date the incident was discovered, (4) if known, the identity and last known mailing address of affected Individuals, (5) if known, the affected categories of information for each affected Individual, (6) a description of the steps taken to mitigate the incident, (7) a description of the steps that have been, or will be, taken to mitigate the incident, and (8) a description of the steps that have been, or will be, taken to prevent a recurrence. Business Associate will update the written report periodically as material, new information becomes available. The Parties acknowledge and agree that this Section IV.C. constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Covered Entity’s electronic PHI.
4. Mitigation of Damages by Business Associate and Cooperation in Investigation. Business Associate agrees to take measures reasonably necessary to mitigate the known harmful effects of an unauthorized use of disclosure of PHI, Security Incident, or Security Breach.
5. Internal Practices. Business Associate agrees to make its internal practices, books, and records, including, but not limited to, policies and procedures and information relating to the use and disclosure of Covered Entity’s PHI, available in response to the Secretary’s written request or a subpoena so that the Secretary may evaluate Covered Entity’s compliance with the HIPAA Regulations. Such access or production of information shall be made within the time frame established by the Secretary, or any agreed-to extension thereof. Business Associate shall notify Covered Entity of any such request by the Secretary within five business days of receiving the request.
5. Covered Entity’s Obligations
1. Notice of Privacy Practices. Covered Entity will, upon Business Associate’s request, provide Business Associate with the notice of privacy practices (“Notice”) applicable to Covered Entity under 45 C.F.R. pt. 164.520 and with any changes to the Notice that may affect Business Associate’s use or disclosure of PHI.
2. Notice of Changes In, or Revocations of, Authorizations. Covered Entity shall notify Business Associate of any changes in, or revocation of, an Individual’s authorization to use or disclose PHI to the extent the change may affect Business Associate’s use or disclosure of PHI.
3. Notice of Restrictions. Covered Entity shall notify Business Associate of any restriction upon the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. pt. 164.522 to the extent the restriction may relate to PHI used or disclosed by Business Associate.
4. Minimum Necessary:Covered Entity shall provide to Business Associate only the minimum PHI necessary for Business Associate to provide services under the Carezzi Terms.
6. Term and Termination
1. Term.This Addendum shall become effective on the effective date stated on page 1 of this BAA. This Addendum shall remain in effect until termination of the Carezzi Terms, unless terminated sooner pursuant to paragraph VI.B, below.
2. Termination.Notwithstanding anything in the Carezzi Terms to the contrary, upon becoming aware of a material breach of this Addendum, the non-breaching Party will provide the breaching Party at least 30 days to cure the breach. If the breaching Party fails to do so within the time specified by the non-breaching Party, the Carezzi Terms and this Addendum shall terminate on the deadline for curing the breach.
3. Return or Destruction of PHI.Covered Entity may retrieve any PHI maintained by Business Associate at any time in accordance with the Carezzi Terms. If and to the extent, Covered Entity cannot retrieve such PHI, within fifteen business days of the termination of this Addendum, Business Associate shall return to Covered Entity, or destroy, all PHI that is in Business Associate’s possession which PHI Business Associate created, received or maintained pursuant to the Carezzi Terms (except for PHI retained in back-up media for disaster recovery and archival purposes or to evidence the underlying services) unless paragraph VI.D, below, applies. If Business Associate destroys PHI, it will do so in a manner which ensures that recovery of the PHI would be impracticable.
4. Business Associate’s Retention of PHI. If Business Associate notifies Covered Entity of the conditions which make return or destruction of Covered Entity’s PHI as required by paragraph VI.C, above, infeasible, Business Associate agrees that, with respect to the PHI for which compliance with paragraph VI.C has been excused, Business Associate will extend the protections of this Addendum to the retained PHI and limit further uses and disclosures of the retained PHI to those purposes which make return or destruction commercially impracticable, for as long as Business Associate maintains such PHI.
5. Survival.Business Associate’s obligations and duties under this Addendum with respect to PHI received, created or maintained by Business Associate while performing under the Carezzi Terms, or on Business Associate’s behalf, shall survive the termination of the Carezzi Terms and of this Addendum and shall continue for as long as that PHI remains in the possession of Business Associate.
7. Miscellaneous
1. Construction.The Carezzi Terms and this Addendum shall be interpreted to permit the Parties to comply with HIPAA and the HIPAA Regulations
2. Entire Agreement; Relationship to Other Agreements. This Addendum contains the entire understanding of Covered Entity and Business Associate with respect to the subject matter of this Addendum. In the event of any inconsistency between the terms of this Addendum or any other agreement including the Carezzi Terms, this Addendum supersedes all other agreements, whether written, oral or implied, regarding the subject matter of the Addendum.
3. Indemnification.Business Associate shall defend and indemnify Covered Entity, its parent and subsidiary corporations, officers, directors, employees and agents from any and all claims, inquiries, investigations, costs, reasonable attorneys’ fees, monetary penalties, and damages incurred by them as a result of any breach of this Addendum by Business Associate. Covered Entity shall defend and indemnify Business Associate and its representatives for any and all claims, inquiries, investigations, costs, reasonable attorneys’ fees, monetary penalties, and damages incurred by Business Associate and its representatives as a result of any breach of this Addendum by Covered Entity.
4. Modification. This Addendum may be modified only by a writing signed by the Parties If: (a) there is a change in the HIPAA Regulations, or in any law, regulation or rule, that affects this Addendum, or the activities of either Party under this Addendum, or the relationship of the Parties, or any change in the judicial or administrative interpretation of any such law, regulation, or rule, or any of the provisions of the Addendum are found to be in violation of any such law, regulation or rule, and (b) either Party reasonably believes in good faith that the change, interpretation, or determination will have a substantial adverse effect on that Party’s business operations, then the Party may, upon written notice, require the other Party to enter into good faith negotiations to renegotiate the terms of this Addendum, and to take any action necessary to maintain compliance with such laws, rules or regulations. If the Parties are unable to reach an agreement concerning the modification of this Addendum within the earlier of forty-five (45) calendar days after the date of the notice seeking renegotiation or the effective date of the change, then either Party may immediately terminate this Addendum effective upon notice to the other Party.
5. Waiver.No provision of this Addendum, or any breach thereof, shall be deemed waived unless such waiver is in writing and signed by the Party claimed to have waived such provision or breach. No waiver of a breach shall waive or excuse any different or subsequent breach.
6. Assignment.This Addendum may not be assigned without the consent of all Parties to this Addendum
7. Severability.Any provision of this Addendum that is determined to be invalid or unenforceable will be ineffective to the extent of such determination without invalidating the remaining provisions of this Addendum or affecting the validity or enforceability of the Addendum’s remaining provisions.
8. No Third-Party Beneficiaries.No third party shall be considered a third-party beneficiary under this Addendum, nor shall any third party have any rights as a result of this Addendum.
9. Nature of Agreement. Nothing in this Addendum shall be construed to create (1) a partnership, joint venture or other joint business relationship between the Parties or any of their Affiliates, or (2) a relationship of employer and employee between the Parties. This Addendum does not express or imply any commitment to purchase or sell goods or services.

Covered Entity agrees (1) to the terms and conditions of the Carezzi Terms of Use and (2) to demonstrate that agreement through an electronic signature. Covered Entity understands that an electronic signature is as legally binding as an ink signature. REV25240301