Family Directed Terms of Use

Effective: April 30, 2019

 

These “Terms of Use” (these “Terms” or this “Agreement”) establish(es) the terms and conditions under which individuals may use Family Directed’s products, services, software, applications, and websites (referred to as “Family Directed’s Services” or “Services” as described below).

General Provisions

For purposes of these Terms, the “Site” shall mean www.FamilyDirected.com and any other Family Directed branded websites, web pages, mobile applications and mobile websites operated by FamilyDirected LLC or affiliates, and the “Services” shall mean any of the various services described below under the heading “Overview of Services” except as limited under the heading “Limitations on the Services,” that Family Directed provides through the Site or any other channels, including over the telephone. Family Directed may be referred to in this Agreement as “we” or “us.” Please read these Terms before using the Site or the Services. By scrolling to the bottom of this page and clicking “I agree,” you hereby represent, warrant, and understand that you agree to and accept these Terms in their entirety whether or not you register as a user of the Site or Services (“Registered Users”). In the event Family Directed modifies these Terms, such modifications shall be binding on you only upon your acceptance of the modified Terms, as evidenced by your scrolling to the bottom of a window containing the modified Terms and clicking “I agree.” The date on which you click “I agree” shall be the effective date of the modified Terms between you and Family Directed. However, no such modification shall apply to an arbitrable dispute of which you and Family Directed had actual notice on or before the effective date of the modified Agreement. If you choose to register on the Site and provide your email address, Family Directed will use its best efforts to email you about changes we believe are significant concerning the use of the Site or these Terms.

Table of Contents

• Overview of Services

• Limitations on the Services

• Eligibility to Use the Site and Services, Account Set-Up, Termination

• General Guidelines for Using Family Directed’s Services

• Rules for User Conduct and Use of Services

• Background and Verification Checks

• Payment Policy

• Disclaimers; Limitations; Waivers; Indemnification

• Miscellaneous Provisions

Overview of services

Family Directed is not the employer of the individuals and entities who provide care services (“Caregiver” or “Care Provider”) it refers to those seeking a Caregiver (“Care Seeker”). The Caregiver may be the Care Seeker’s employee or independent contractor depending on the relationship contracted for. Family Directed offers various Services for users: (i) we help Caregivers or Care Providers find opportunities with clients seeking in home care, post their profiles; and (ii) we help Care Seekers find qualified Caregivers. As used herein, the terms “you” and “your” include any individual who accesses the Site or the Services and, when applicable in the case of a Caregiver or Care Provider, any entity, such as an LLC or corporation, out of which the individual operates the individual’s home care services business.

The Site provides a number of tools and features as part of the Services, such as:

• Enhanced search capabilities: Search tools and functionality that allow Care Seekers and individual Caregivers to narrow the pool of Care Seekers or Caregivers they are interested in meeting based on their needs and preferences, including a directory that enables Care Seekers to search for Caregivers based on custom criteria including, location, experience, and skill sets.

• Family Directed Advisor: We also provide access to our Family Directed Advisor team. This team assists Care Seekers or Caregivers set up the accounts, reviews, and approves each profile. The Advisor team may also assist on billing questions that the Caregiver and Care Seeker were not able to resolve on their own. Our Family Directed Advisor team members are available to assist with technical or administrative matters only. They do not provide advice or make recommendations of any kind regarding care-related matters, such as the selection or qualifications of any Care Seeker or Caregiver. That’s up to you.

• Increased information and background check resources: We provide tools and information to help Care Seekers and Caregivers make informed decisions, such as access to resumes, references, and profiles of Caregivers, and credentials showing background check status. Family Directed does not review the content of a background check or independently assess the profiles of Caregivers.

• Payroll Services: All payments relating to services provided by a Caregiver to a Care Seeker must be made through the payment channels provided or specified by Family Directed.

• Family Directed may send Members SMS text messages in connection with the Services or otherwise. Receipt of the SMS text messages from Family Directed is voluntary. By deciding to receive SMS text messages from Family Directed, You give Family Directed express permission to send SMS text messages to Your cellular phone and/or mobile device. Additionally, You do hereby represent, understand and expressly agree that Family Directed does not have control over or assume any responsibility for the quality, accuracy, or reliability of this Service. Carrier charges may apply for receiving SMS text messages. You are solely responsible for any costs You incur when receiving SMS text messages from Family Directed.

• Family Directed reserves the right to discontinue any or all of the existing services or introduce new services at any time for any reason.

Limitations on the Services

Our Services are intended to provide registered users that are Care Seekers with access to a technology platform that allows Care Seekers to find Caregivers that meet their home care needs. Our platform supports consumer-directed home-care arrangements by empowering families to self-manage their home care. We are not a provider of home care. We do not employ, monitor or supervise Caregivers. Except as set forth below, Care Seekers are potential employers of Caregivers and are solely responsible for compliance with any and all applicable laws in connection with any employment relationship they establish with Caregivers, including but not limited to unemployment, workers compensation, work authorization, payroll, tax, minimum wage, overtime, benefits, insurance and any other applicable laws. Family Directed will not evaluate compliance with any term or condition relating to a Caregiver’s performance of services for a Care Seeker. Family Directed’s functions are in all respects ministerial and administrative on behalf of and in support of the parties to a contractual relationship created pursuant to the Site and Services. As between a Caregiver and Family Directed, the Caregiver will be solely responsible for providing any and all tools, supplies, equipment, transportation and insurance for the Caregiver and the Caregiver’s personnel, if any (including, but not limited to, health, life and disability) that the Caregiver elects to maintain, and for all expenses the Caregiver incurs in connection with the operation of the Caregiver’s business and the performance of services, e.g., fuel, repairs and motor vehicle insurance, expenses of any equipment used to provide home care services (e.g., gloves). Family Directed has no obligation to reimburse a Caregiver for any expenses of any kind or nature, to provide a Caregiver with any tools, equipment, supplies or transportation, or to assist a Caregiver in any way in a Caregiver’s performance of services. A Caregiver also will be solely responsible for obtaining and maintaining any licenses or certificates that are required by law to provide the Caregiver’s services. To the extent that an applicable law bars Family Directed from referring a Caregiver that has failed to maintain any required license or credential and/or take any other action with respect to such Caregiver, Family Directed will comply with that law and cease such referrals.

Family Directed also does not provide any medical, diagnostic, assessment, treatment or clinical service, engage in any conduct that requires a professional license, and/or that constitutes the providing of home care. Caregiveres may only provide non-medical services. Care Seekers must not request Caregivers to provide medical or related services pursuant to any referrals obtained through Family Directed.

Care Seekers ultimately are solely responsible for verifying the credentials of each Caregiver they deem acceptable before hiring or engaging them, and for ascertaining their compliance with local, state and federal laws. Any issues concerning the foregoing must be resolved directly between the Care Seeker and the individual Caregiver. IMPORTANT: Any screening of a Care Seeker or Caregiver and his, her or its information by Family Directed is limited and should not be taken as complete, accurate, up-to-date or conclusive of the individual’s or entity’s suitability as an employer or care provider, or an individual’s willingness or ability to pay for any services provided by a Caregiver. Care Seekers are solely responsible for interviewing, and performing verification checks on, confirming work authorization/I-9 of, verifying licensure and/or other information provided by, and selecting a Caregiver for themselves or their family member. Each Care Seeker is also responsible for complying with all applicable tax, employment and other laws in connection with any employment relationship they potentially may establish with the Caregiver, including verifying the Caregiver’s age and eligibility to work in the U.S. Care Seeker’s may wish to obtain an updated background report or additional information concerning a Caregiver. Home Caregiver will connect Care Seeker’s with third party vendors that can assist with such additional vetting upon request.

Eligibility to Use the Site and Services, Account Set-Up, Termination

To be eligible to use our Services, you must meet the following criteria:

• You are eighteen (18) years of age or older. If you do not meet this age requirement, do not register to use the Site or Services;

• Caregivers must be permitted to legally work within the United States;

• You must comply with the applicable provisions of the Background and Verification Check Section below.

By registering or using the Services of Family Directed, you represent, acknowledge and warrant that you have met the applicable eligibility requirements above, and that you have the right, authority and capacity to enter into these Terms for yourself or on behalf of another, and you commit to abide by all of these Terms, as applicable. Creating an Account: Visitors to the Site may browse it in accordance with these Terms, but will not have access to the Services without first becoming a registered user that either is a Caregiver (individual, entity or corporate) or Care Seeker. In order to use the Services, you are required to set up an account through the Site and meet the other applicable eligibility requirements and conditions described in these Terms. You will be guided through the steps to provide the required information to establish an active profile. Once a potential Caregiver has completed that process, the Caregiver will be contacted by an approved vendor to have his or her background check completed. Family Directed will receive notification if the Caregiver successfully passes the background check. Thereafter, the Caregiver will be contacted by a Family Directed Advisor who will confirm the Caregiver has completed all profiles. You will be required to select a unique user ID and password, along with other authentication requirements that may be required (collectively “Account Credentials”). You promise that all information you provide to us is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete. You may not transfer or share your Account Credentials with any third parties, and you are solely responsible for maintaining the confidentiality of your Account Credentials. You acknowledge and agree that we rely on Account Credentials to know whether users accessing the Site and using our Services are authorized to do so. You are solely responsible for any and all use of your Account Credentials and account and all activities that occur under or in connection with your Account Credentials or account. You agree to be responsible for any act or omission of any users that access the Site or Services under your Account Credentials. You agree not to register for more than one account or register for an account on behalf of any group. If you are creating an account on behalf of a third party, you represent that you have the legal authority to represent such third party and bind the third party to this Agreement. For illustration purposes only, if you are creating a Care Seeker account on behalf of a loved one who is seeking care, you represent that your loved one has provided you with proper authority to act on their behalf and that your loved one will abide by these Terms. Termination of Use or Registration. Should Family Directed determine that you are not eligible to use the Services, have violated any Terms stated herein, are not suitable for participation as a registered user, or have misused or misappropriated Site content, including but not limited to use on a “mirrored,” competitive, or third party site, or for any other reason, Family Directed reserves the right, at its sole discretion, to immediately terminate your access to all or part of the Site, to remove your profile and/or any content posted by or about you from the Site, and/or to terminate your registration in Family Directed, with or without notice. Users who are verbally or physically abusive to independent domestic workers will be removed from the Family Directed platform.

In any event, Family Directed also reserves the right, in its sole discretion, to terminate your access to all or part of the Family Directed Site, to remove your profile and/or any content posted by or about you from the Site, and/or to terminate your registration in Family Directed, for any reason or no reason, with or without notice. If we terminate your registration, we have no obligation to notify you of the reason, if any, for your termination, except to the extent required by the Fair Credit Reporting Act or other applicable law.

Following any termination of any individual’s use of the Site or the Services, Family Directed reserves the right to send a notice thereof to other registered users with whom we believe the individual has corresponded. Family Directed will not, and has neither the right nor the power to, terminate any home-care arrangement in which you are involved, as a Caregiver or Care Seeker. However, Family Directed will provide notice to that Care Seeker of the termination of the Caregiver from Family Directed and that termination of any and all services Family Directed was currently providing.

Our decision to terminate an individual’s registration and/or to notify other registered users with whom we believe the individual has corresponded does not constitute, and should not be interpreted or used as, information bearing on the individual’s character, general reputation, personal characteristics, or mode of living.

General Guidelines of Using Family Directed

• Clients being verbally or physically abusive to independent domestic workers may be removed from the Family Directed platform

• You must have a valid email address to use Family Directed

• You must have a valid phone number to use Family Directed

• You understand that all calls to and from Family Directed may be recorded for quality purposes

• Family Directed is not responsible for ongoing schedules and training of independent caregivers you hire through our platform; this is the responsibility of client, caregiver and / or facility requesting the placement

Rules for User Conduct and Use of Services

Exclusive Use. If you are a Care Seeker, you may use your account only to find Caregivers for yourself, your parents, or individuals for whom you otherwise have the legal authority to make healthcare decisions. If you are a Caregiver, you may use your account only to locate care opportunities for yourself from Care Seekers. Care Seekers and Caregivers are responsible for all of their respective activity on the Site and use of their accounts. Care Seekers and Caregivers may not assign or otherwise transfer their accounts to any other person or entity.

If you are a Caregiver, as a condition to your using the Site and Services, you represent and affirm:

• That you understand that Family Directed is a technology-enhanced referral service; and that it is not engaged in providing any home-care services, or any other services except for the services described in these Terms of Use;

• That you operate your own business as a self-employed care provider that is separate and independent from Family Directed;

• That you do not rely solely on the Site and Services for gaining access to client opportunities, but that you also market your services through other channels;

• That you are responsible for your own profit and loss and have obtained and/or expect to obtain clients through other means than Family Directed;

• That you do not seek employment with Family Directed and understand that you are not an employee of Family Directed;

• That you understand that, as the sole proprietor of your business, you are not eligible for unemployment compensation benefits through your relationship with Family Directed;

• That you are responsible for paying all taxes and for filing all tax returns with respect to all income you derive from performing services for Care Seekers referred to you by Family Directed;

• That you are solely responsible for any work-related injuries to yourself and/or to your employees and for complying with any State laws related to such injuries;

• That you understand that Family Directed is not your employer for purposes of health coverage and that you will not receive an offer of health care coverage from Family Directed;

• That you maintain an office pertaining to your business-related activities, which could be a home office, at a location separate from Family Directed’s business premises;

• That you understand that any fees and/or reimbursements you receive for performing services for a Care Seeker is a payment made by or on behalf of the Care Seeker, but not by Family Directed;

• That you will not knowingly, willfully, or negligently accept any opportunity presented pursuant to the Site and Services if such opportunity would require professional credentials you do not possess, or be in violation of any applicable law, ordinance, or duty, contractual or otherwise, that you owe to a third party;

• That you will promptly notify Family Directed if any component of your login credentials is lost, stolen, or otherwise compromised; and

• That you acknowledge that Family Directed relies on the truthfulness of these representations and affirmations in determining your eligibility to use the Site and Services.

Content Restrictions. The following rules pertain to “Content,” defined as any communications, images, sounds, videos, messages, photos, audios, reviews, or profiles, and any other material, data, files and information, or any derivations or reproductions thereof, that you or other users publish, display, enter, post, upload, or transmit onto or through the Site or Family Directed’s Services (hereinafter, “post”). By posting any Content while using our Service, you agree, represent and warrant as follows:

• You are responsible for providing accurate, current, and complete information in connection with your registration for use of the Site and the Services;

• You will register your account in your own legal name, even if you are seeking care for another individual or family member;

• All Content you post will be in English as the Site and Services are not currently supported in any other languages;

• You will only post Content that you intend to appear on the publicly accessible Site or Services, unless otherwise indicated;

• You are solely responsible for any Content that you post on the Site, including transmission to other users of the Site. You will not post on the Site, including transmission to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, defamatory, racially offensive, religiously, or otherwise objectionable, offensive or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement, HIPAA violations or computer misuse, or give the impression or suggest that any Content emanates from Family Directed. You will not knowingly, willfully, or negligently post or provide inaccurate, misleading, defamatory, or false Content either to Family Directed or to any other user of the Site. All opinions stated as part of Content must be genuinely held;

• You have the right and authority to post all information you post about yourself or others, including without limitation that you have valid authorization from a parent or guardian of any minor who is the subject of any Content you post to post such Content;

• Family Directed is not obligated to but retains the right and may at any time review and delete any Content, in each case in whole or in part, that in the sole judgment of Family Directed violates these Terms or might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users of the Site or others;

• You have the right to, and hereby grant to Family Directed, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute your Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your Content (except for personally identifying information and protected health information as defined by the Health Insurance Portability and Accountability Act of 1996) by Family Directed will not infringe or violate the rights of any third party;

• Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations;

• Family Directed is not responsible for any claims resulting from any inaccurate, untimely or incomplete Content provided by users of the Site;

• Content posted by users, and not directly by Family Directed, is that of the respective authors. Such authors are solely responsible for such Content. Family Directed does not: (i) guarantee the accuracy, completeness, or usefulness of any Content on the Site or available through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Site or through the Service; and

• UNDER NO CIRCUMSTANCES WILL FAMILY DIRECTED OR ITS AFFILIATES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM: A) YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED; OR B) REVIEWS OR COMMENTS MADE ABOUT YOU ON THE SITE BY OTHER USERS. YOU MAY NOT TERMINATE YOUR REGISTRATION AND RE-REGISTER IN ORDER TO PREVENT A REVIEW FROM BEING ASSOCIATED WITH YOUR ACCOUNT. THE AUTHOR OF A REVIEW CAN ALWAYS REMOVE OR REQUEST REMOVAL OF A REVIEW THEY HAVE WRITTEN.

Prohibited Uses. By using the Site or Services of Family Directed, you agree that you will not under any circumstances:

• Use the Site, Services, or any information or Content contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

• Use the Site or Services for any unlawful purpose, or for the promotion of illegal activities;

• Harass, abuse or harm another person or group, or attempt to do the same;

• Use another user’s Family Directed account unless you have the legal authority to make healthcare decisions on such user’s behalf;

• Provide false or inaccurate information when registering an account on Family Directed, using the Services, or communicating with other Registered Users;

• Attempt to re-register with Family Directed if we have terminated your account, or terminate your registration and re-register in order to prevent a review from being associated with your account;

• Interfere or attempt to interfere with the proper functioning of Family Directed’s Services, including without limitation the operation of the Site;

• Make any automated use of the Site or the Services, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

• Bypass any robot exclusion headers or other measures we take to restrict access to the Site or use any software, technology, or device to scrape, spider, or crawl the Site or harvest or manipulate data;

• Use the communication systems provided by, or contacts made on, Family Directed for any commercial solicitation purposes other than those relating to seeking a care providing referral with a Family Directed client; or

• Publish or link to malicious content including without limitation any malware, viruses, Trojan horses, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or intended to damage or disrupt another user’s browser or computer or access to the Services.

In order to protect our users from prohibited activity, we reserve the right to take appropriate actions. Should Family Directed find that you violated these Terms, or for any reason, Family Directed reserves the right, at its sole discretion, to immediately terminate your access and/or use of the Site and Services.

Further, in order to protect the integrity of the Site and the Services, Family Directed reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Site. It shall be a violation of these Terms to use any browser or technology which alters, conceals, or hides your IP address.

Background and Verification Checks General.

Caregivers’ profiles will not be visible to other users of the Site until they successfully complete the background and verification check process established by Family Directed through its approved vendors, and have been granted access to the Site.

Receiving and sharing background checks.

Family Directed does not review the background checks, it merely receives confirmation that the Caregiver has successful passed the background check performed by an approved third party vendor. If the Caregiver does not successfully pass the background check, notification of same is provided to Family Directed and the Caregiver’s profile will not appear or go live on the website.

Payment Policy

The Site and certain basic Services of Family Directed are free for members. By using our Services, Care Seeker agrees to pay Family Directed at the fees then in effect in accordance with the Agreement for Caregiver Referral unless specifically notified otherwise. Family Directed reserves the right, at any time, to modify its fees and/or billing methods. If Care Seeker uses our Services, then: When a Care Seeker is ready to begin working with a Caregiver, it will provide the following information through the Site: (1) information regarding the type of care and services requested to be provided by the Caregiver; (2) personal information and (3) credit card.

Disclaimers; Limitations; Waivers; Indemnification

Site Content. The Services made available on this Site, and any information and materials contained on the Site, including text, graphics, information, links or other items are provided “as is” and without any warranties of any kind, including, without limitation, any express warranties, warranties of merchantability, warranties of fitness for a particular purpose, warranties of workmanlike quality, or any other implied warranties. Further, opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Family Directed, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.

Care Seeker and Caregiver content is primarily generated by information provided by the users, and we do not control or vet the content for accuracy as a general matter. Family Directed does not assume any responsibility for the accuracy or reliability of any information provided by Caregivers or Care Seekers on or off this Site. We may offer certain registered users the opportunity to verify certain information such as their email address. If we indicate that a registered user has verified certain information, it means that the user has complied with the process we have established for verifying such information. However, we do not guarantee, represent, or warrant the accuracy of such information.

Disputes Between Care Seekers and Caregivers. We are not a provider of any home care and are not an employer of Caregivers. Caregivers operate independently of Family Directed and are not under our control. Care Seekers may seek a Caregiver through the use of the Site or Services, and Caregivers may post profiles and submit proposals to Care Seekers regarding their services. If a Care Seeker agrees on the provision of services from an individual, company or agency we identify through our Services, such agreement is solely between the Care Seeker and the Caregiver; Family Directed is not a party to any such agreement. In the case where an agency is hired, each such agency operates independently of Family Directed and is not under our control. Any issues concerning the conduct of a Care Seeker or Caregiver including, without limitation, the services received by the Care Seeker or payment due to the Caregiver, must be resolved directly by and between the Care Seeker and the Caregiver. Family Directed will not be held responsible, and expressly disclaims any liability whatsoever, for any claims, demands or damages direct or indirect of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such issues. By using this Site or our Services, you do hereby represent, understand, and expressly agree to hold Family Directed harmless for any claim or controversy that may arise from any disputes between you and any Care Seeker, Caregiver or other user(s) of the Site. You agree to take reasonable precautions in all interactions with Care Seekers, Caregivers or other users of the Site or the Services, particularly if you decide to meet offline. By using the Site or the Services, you do hereby agree to report any alleged improprieties of any users therein to Family Directed immediately by notifying Family Directed of the same via electronic correspondence.

Limitation of Liability. Incidental Damages and Aggregate Liability. In no event will Family Directed be liable for any indirect, special, incidental, or consequential damages, losses or expenses arising out of or relating to the use or inability to use the Site or Services, including without limitation damages related to any information received from the Site or Services, removal of content from the Site, including profile information, any email distributed to any user or any linked web site or use thereof or inability to use by any party, or in connection with any termination of your subscription or ability to access the Site or Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Family Directed, or representatives thereof, are advised of the possibility of such damages, losses or expenses.

UNDER NO CIRCUMSTANCES WILL FAMILY DIRECTED’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION(S) WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE SITE, EXCEED THE AMOUNT OF $1,000.00.

This limitation of liability shall be construed broadly, and shall specifically include, without limitation, claims based upon negligence, claims arising out of the termination of any user’s account, claims based upon a determination of a user’s ineligibility to use the Site or the Services (including claims arising under the Fair Credit Reporting Act), but shall not apply to intentional misconduct or claims for personal injuries.

Indemnification.

  1. By agreeing to these Terms, you agree to defend, indemnify, and hold Family Directed, including its 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 your use of the Site and/or participation in the Services, including but not limited to: (1) your breach of these Terms; (2) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through Family Directed or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Site and Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
  2. No registered user has actual or apparent authority to sign agreements on behalf of Family Directed or bind Family Directed into a contract. You hereby agree to promptly defend against any losses, claims, damages, liabilities or expenses connected with the Site and/or the Services, but will not settle without consulting Family Directed and obtaining its prior written consent. You will allow Family Directed to participate, through separate counsel, in the defense of any such loss, claim or other action.

You and Family Directed expressly agree that this is not an employment agreement and does not create an employment relationship between any registered User and Family Directed; and that no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. Registered users have no authority to bind Family Directed, and you undertake not to hold yourself out as an employee, agent or authorized representative of Family Directed. Miscellaneous Provisions

Entire Agreement. These Terms of Use supersede any and all prior Terms of Use, agreements and understandings, oral or written, express or implied. Specifically excepted from the scope of this provision are any agreements between you and Family Directed entitled “Arbitration Agreement,” “Agreement for Caregiver Referral” and/or “Agreement for Referral, Marketing and Administrative Services” (together with any addenda, if any, which may be incorporated into such agreements by express reference therein the “Related Agreements”), which shall be considered contemporaneous writings to be construed in tandem with this Agreement. This is a merger clause for purposes of the parol evidence rule, and is intended to completely integrate the entirety of the agreement between you and us, except as related to any or the Related Agreements. Age Restrictions. Family Directed will not knowingly collect any information from individuals under 18. You must identify your age during the registration process, and we do not assume any responsibility for any misrepresentations regarding your age when using this Site. Should we determine that you do not meet the age requirements for using our Site or Services, your registration will be terminated immediately.

Copyright Notices/Complaints.

Notices. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. The Site or Services may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to the Site or Services. Nothing in these Terms grant you any right to make or receive delivery of a copy of the Site or Services or to obtain access to our Site or Services except as generally and ordinarily permitted through the Site according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to our Site or Services. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, trade names, service marks or logos (“Marks”) of Family Directed, our affiliates or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by these Terms. Complaints. It is Family Directed’s policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act (“DMCA”). If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access thereto) from the Site by contacting Family Directed’s copyright agent (identified below) and providing the following information:

• Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

• Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

• Your name, address, telephone number and (if available) e-mail address.

• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

• A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

• A signature or the electronic equivalent from the copyright holder or authorized representative.

Family Directed’s agent for copyright issues relating to this Site is as follows: Copyright Agent, Legal Department, Family Directed, 707 E Market Street Unit BCD Louisville, KY 40202 and 1-888-503-4376.

In an effort to protect the rights of copyright owners, Family Directed maintains a policy for the termination, in appropriate circumstances, of registered users and other users of this Site who are repeat infringers.

Governing Law and Jurisdiction. These Terms, and any dispute between you and Family Directed, shall be governed by the laws of the State of Florida without regard to principles of conflicts of law, provided that the Federal Arbitration Act shall govern the Arbitration Agreement.

Miscellaneous. Nothing in this Agreement shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms shall be enforceable as so modified. Each of Family Directed’s fiduciaries, administrators, officers, directors, affiliates, subsidiaries, parents, successors, and assigns is expressly made a third party beneficiary of this Agreement and may enforce this Agreement directly against you. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

Contact Information. If you have any questions or need further information as to the Site or Services provided by Family Directed, or need to notify Family Directed as to any matters relating to the Site or Services please contact Family Directed at legal@FamilyDirected.com

Attn: Legal Department

Family Directed

707 E Market Unit BCD

Louisville, KY 40202