Online Services Subscription Agreement
LOOKING FOR CARE, INC. ONLINE MASTER SUBSCRIPTION AGREEMENT
Last updated on January 29, 2019
THIS LOOKING FOR CARE ONLINE SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) IS BY AND BETWEEN LOOKING FOR CARE, INC., WITH BUSINESS OFFICES LOCATED AT 1024 IRON POINT ROAD #100, FOLSOM, CA 95630 (“LOOKING FOR CARE, INC”), AND YOU (THE “SUBSCRIBER”). THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE DATE OF ELECTRONIC ACCEPTANCE BY CLICKING A BOX INDICATING ACCEPTANCE OR BY EXECUTING AN ORDER FORM (“ORDER FORM”) THAT REFERENCES THIS AGREEMENT (“EFFECTIVE DATE”). ANY REFERENCE TO LOOKING FOR CARE SHALL ALSO INCLUDE LOOKING FOR CARE’S AFFILIATES, AS DEFINED BELOW. EACH OF LOOKING FOR CARE AND SUBSCRIBER IS A “PARTY” AND TOGETHER THEY ARE THE “PARTIES”.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
WHEREAS, Looking for Care has developed and maintains an online searchable resource for families and senior care professionals to search, sort and compare various providers; publishes public content directly from California Department of Social Services and allows subscribers the ability to customize, add, edit, link and upload specified content to Subscriber’s “PROFILE PAGE” (the “Services”). These Services are provided by Looking for Care under the trade names “Looking for Care® Profile Page”, “Looking for Care® CompareCareSM” and “LookingforCare.com® ” (the “Site”).
WHEREAS, the Subscriber wishes to utilize the Services provided through the Site in connection with Subscriber’s organization, and Looking for Care has agreed to provide such Services pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties hereto, for good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, and intending to be legally bound, hereby agree as follows:
- License Grant
- License to Use Service.Looking for Care hereby grants to Subscriber a nonexclusive, nontransferable, worldwide license during the Term (the “License”) to access and use the Services in accordance with this Agreement. All rights not expressly granted to Subscriber under the License are reserved by Looking for Care. The License granted to Subscriber pursuant to this Agreement will permit use of the Services by Subscriber employees or agents (“End-users”). Any Subscriber “Affiliate” may also be added by Subscriber as a registered End-user under this Agreement. An “Affiliate”, with respect to either Party, shall mean any entity, including and without limitation, any individual, corporation, company, partnership, limited liability company, or group, that directly, or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. SUBSCRIBER SHALL BE RESPONSIBLE FOR THE FAILURE OF ANY SUBSCRIBER AFFILIATE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
- End-users. Subscribers are responsible for access provided to End-users. Any unauthorized access to Services, or other abuse or impermissible activity on Looking for Care’s Site or in connection with Looking for Care’s Services, may result in immediate suspension or termination of End-user accounts pursuant to Section 9 of this Agreement. Subscriber will promptly notify Looking for Care of any unauthorized use of the Services in breach of this Agreement, any unauthorized use of accounts, or any other known or suspected breach of security.
- Limitations on Use The Services are for use only by Subscriber and its assigned End-users. Except as permitted by this Agreement, the Services may not be decompiled, reverse engineered, disassembled, transferred, distributed, resold, sublicensed, or used to create any derivative works. Subscribers may not use any network monitoring or discovery software to determine the Site’s or Service’s architecture, or extract information about usage or individual identities of users. Subscriber may not use any robot, spider, other automatic software or device, or manual process to monitor or copy the Site or Services. Subscriber may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any non-End-user third party the Services in any way; (ii) modify or make derivative works based upon the Site or Services; (iii) “frame” or “mirror” any content on any other server or wireless or Internet-based device; (iv) develop applications for internal use or install additional applications that are designed to run on or be used in conjunction with the Services. Subscriber may use the Site and Services only for its internal business purposes and shall not: use the Services in association with sending spam or otherwise duplicative or unsolicited messages; use the Services in association with infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or material in violation of third party privacy rights; use or introduce material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Site or Services; or attempt to gain unauthorized access to the Site, Services, or its related systems or networks.
- Service Details.
- Looking for Care Personalized Profile.Looking for Care offers a service that allows Subscribers the ability to customize, add, edit, link and upload specified content to Subscriber’s “PROFILE PAGE” (the “Services”).
- Responsibility for Accuracy. Subscriber accepts responsibility for the accuracy of information and voracity of content. Looking for Care assumes no liability for errors, omissions, incorrect pricing or services. Subscribers are encouraged to regularly check and update their online Profile.
- Unpersonalized Profiles. There is no obligation to subscribe. All California Assisted Living Providers are included in the Looking for Care searchable database. Information is regularly updated from California Department of Social Services and may include license status, date licensed, capacity, as well as other publically-reported information, such as number of complaints and number of citations.
- Storage of Content. Looking for Care will maintain Subscriber’s personalized content, to include but not limited to; descriptive text, logos, images, etc., as long as subscription is current. Looking for Care WILL NOT STORE the content for cancelled subscriptions.
- Subscriber Access. There are no limits to the frequency with which a Subscriber may update their Profile.
- Support Services. During the term of this Agreement, Looking for Care shall provide reasonable maintenance and support services for the Services as set forth in the Subscription Agreement.
- Support shall be available by email, may be available via online chat during regular business hours. FAQs and online support videos are available 24/7.
- Every effort will be main to perform Regular Maintenance and updates to software and databases during off-hours and during times of low traffic volume.
- Fees and Payment.
- Subscription Fees. The fees for use of Looking for Care’s Services (the “Subscription Fees”) are described in detail in the Order Form and are calculated, as specified, based subscription length. Subscription Fees are annual.
- Payment of Subscription Fees. Payment of Subscription Fees shall be made in advance for entire year or in monthly installments drawn on the fifth (5th) day of each month.
- Increases in Subscription Fees. End-user Subscription Fees will be fixed for a period of twelve (12) months following the Effective Date, and thereafter may be increased by Looking for Care not more often than once per year, and upon providing Subscriber with thirty (30) days prior written notice of the increase.
- Taxes and Duties. Looking for Care’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state), local, or other taxes based solely on Looking for Care’s income.
- Payment and Billing Information. Subscriber agrees to provide Looking for Care with complete and accurate billing and contact information at all times. This information includes Subscriber’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact. All fees are payable in U.S. dollars. Looking for Care reserves the right to determine acceptable methods of payment for the use of its Services. If Subscriber believes any bill is incorrect, Subscriber must contact Looking for Care in writing in accordance with Section 15 (f) within 90 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. Subscriber will pay the undisputed portion of the invoice, and Subscriber and Looking for Care will cooperate to promptly resolve the invoice dispute.
- Reporting: Looking for Care, Inc. shall regularly report website traffic, calls, conversions, clicks-throughs and other visitor engagement as it pertains to activity generated from the provider’s profile. Subscriber may request additional reports for any span of time at any time.
- Service Level Performance Criteria.
- Service Uptime, Downtime, and Maintenance. Looking for Care shall provide to Subscriber 99.7% system Uptime per month (scheduled maintenance or upgrades on the system will not count against uptime). “Uptime” is defined as time when the Services may be accessed and used by End-users. The determination of Service Uptime will be calculated using a historical monthly percentage. Looking for Care shall provide Subscriber with at least forty-eight (48) hours’ notice of any scheduled maintenance on the Service and Looking for Care will use commercially reasonable efforts to conduct maintenance during non-Business Hours only (as defined below). This notice period shall not apply in the event Subscriber wants an immediate change to the service to accommodate any internal, sales and/or compliance changes. Should the Service not be accessible at least 99.7% of the month by most users in the aggregate (“Downtime”), Looking for Care will credit to Subscriber any prepaid Subscription Fees at the prorated cost calculated as a percentage of monthly subscriptions divided by number of weekdays in the month multiplied by days of unavailability. Any credits due to Service Downtime shall be applied towards future Subscription Fees in the immediately proceeding Term. Looking for Care shall use good faith efforts to promptly notify Subscriber of any outages or Downtime that it anticipates or discovers during the Term of this Agreement.
- Downtime. Specifically excluded from the definition of Downtime are:
- Network errors outside of the control of Looking for Care or agents of Looking for Care;
- Server errors and limitations set by third-party service providers;
- Planned maintenance announced at least forty-eight (48) hours prior;
- Maintenance that is performed between 10 pm and 5 am PST;
- Outages resulting from the actions of Subscriber, its employees and agents other than through normal use of the Site or Services; and
- Any other unavailability caused by circumstances beyond Looking for Care’s reasonable control, including, without limitation, acts of God, acts of government, floods, fires, earthquake, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
- Commencement of Services. For initial launch of Services, and where required, Looking for Care may work with Subscriber in a training session or “sandbox”.
- Looking for Care References to Subscriber. Upon execution of this Agreement, Looking for Care may make references to Subscriber and Subscriber’s URL and may use Subscriber’s designated trademark and logo for publication on Looking for Care’s current list of subscribers located on the Looking for Care Site. Looking for Care may also respond to any inquiry regarding whether Subscriber is a licensee and user of the Services.
- Amendments. The Parties agree that, in order to continually improve its Services, Looking for Care may, from time to time, amend its Site and Services in its discretion and will make commercially reasonable efforts to notify Subscribers of said amendments. Subscriber is encouraged to continually check the Site for notices of changes, updates, and improvements.
- Looking for Care Proprietary Information. The Site, Services, and its Contents (“Looking for Care IP”) are owned or licensed by Looking for Care and protected by U.S. and international copyright, trademark, service mark, patent and/or other proprietary rights and laws. Except as expressly provided in this Agreement, nothing contained herein shall be construed as conferring to Subscriber any license or right under any applicable intellectual property laws. No part of the Looking for Care IP may be altered, copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, except as specifically provided in this Agreement. Subscriber shall not take any action that shall interfere with or diminish Looking for Care’s right in any of the Looking for Care IP.
- Subscriber Proprietary Information.
- b. Subscriber, and not Looking for Care, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use its own Profile Data.
- Annual Term, Month to Month Term, Suspension, and Termination.
- Annual Term. This Agreement shall commence on the Effective Date and shall automatically renew on an annual basis so long as Looking for Care is providing Services pursuant to Subscription. Unless this Agreement is terminated earlier pursuant to this Section 9, the term (“Term”) for the provision of Services shall be set forth in the applicable Subscription. If no Initial Term is stated in the Order Form, the Initial Term shall be for a period of twelve (12) months from the Effective Date. The Initial Term shall thereafter automatically continue annually, for successive twelve-month (12) periods (“Subsequent Term”), unless either Party provides at least a thirty-day (30) written notice of termination prior to the start of each 12-month period in the Subsequent Term. The Initial Term and Subsequent Term shall together be known as the “Term”.
- Month to Month Term. At the discretion of Looking for Care, Inc, month-to-month terms may be extended and agreed to, by amendment, by both parties. All provisions set forth in this agreement are applicable to a month-to-month term with the exception of Termination of this agreement. Termination of the month-to-month Term is as follows: Either party must provide at least a thirty-day (30) written notice of termination prior to the start of each monthly period in the Subsequent Term. The Initial Term and Subsequent Term shall together be known as the “Term”.
- Suspension and Termination. Looking for Care reserves the right to suspend access to its Services if Subscriber’s payment of Subscription Fees is more than fifteen (15) days late. In no case will Looking for Care be liable to Subscriber for any refund or damages arising out of a suspension and, if applicable, subsequent termination. A termination of this Agreement shall automatically delete all customized and personalized information on Subscriber’s Profile Page and Looking for Care would not be obligated to continue providing the Services to Subscriber. Either Party may terminate the Agreement for the reasons set forth below:
- Material Breach. If a Party materially breaches this Agreement, the other Party may terminate the Agreement for cause by delivering a termination notice to the breaching Party (a) describing the breach and (b) stating the non-breaching Party’s intention to terminate the Agreement if the breaching Party has not remedied the breach within thirty (30) days after receipt of such termination notice (the “Cure Period”). In the event that the breaching Party does not cure such breach within the Cure Period, such termination notice shall terminate the Agreement as of the last day of the Cure Period or such later termination date specified in such termination notice.
- Indemnifiable Claim. Either Party may terminate this Agreement for cause (without opportunity to cure) by delivering a termination notice to the other Party if the other Party fails to undertake its obligations relating to Losses under Section 13 (Indemnification) of this Agreement within 90 days following notification of a claim against the terminating Party.
- Other. Either Party may terminate the Agreement for cause (without opportunity to cure) by delivering a termination notice to the other Party if (a) the other Party is subject to a change in control in favor of a direct competitor of the terminating Party or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
- Remedies Not Limiting. The remedies provided in this Section 9 are in no way limiting of one another or of any other rights and remedies granted to Looking for Care under this Agreement. Looking for Care may choose to, but is not required to, place Subscriber’s account on suspension in lieu of termination where termination is permitted under the terms of this Agreement or take other appropriate action.
- Representations and Warranties.
- Mutual. Each Party represents, warrants, and covenants, as applicable, to the other Party that: (i) It has all right, title, and authority to enter into this Agreement; and (ii) Its execution of this Agreement and its engagement hereunder do not constitute a breach of any contract, agreement or understanding, oral or written, to which it is a party or by which it is bound.
- Performance Warranty. During the Term of this Agreement: (i) the Services shall function properly in conformity with the warranties herein and in accordance with this Agreement; and (ii) the Site commentaries and text shall completely and accurately reflect the operation of the Services.
- Updates. (i) All updates shall, at a minimum, be consistent with then-existing and released industry standards; (ii) no update will materially degrade the functionality, capabilities, or features of the Services at the time of release of such update; and (iii) all updates shall be backward compatible with the data structures, databases, and system architectures employed with previous versions of the Services licensed by Subscriber.
- Disclaimer of Warranties. Looking for Care will make commercially reasonable efforts to ensure a virus free environment, a reliable operational schedule and to provide timely correction of content known to be inaccurate. Unless otherwise stated in Sections 4 (Service Level Performance Criteria) and 10 (Representations and Warranties), The Site and Services are provided on an “as is” and “as available” basis, and, unless otherwise stated in this Agreement, Looking for Care expressly disclaims all warranties, including the warranties of merchantability, and fitness for a particular purpose and non-infringement. Looking for Care disclaims all responsibility for any loss, injury, claim, liability, or damage of any kind resulting from, arising out of or any way related to (a) any errors in or omissions from this Site and Services; (b) the unavailability of this Site, Services, or any portion thereof; (c) Subscriber’s use of this Site or Services; (d) Subscriber’s use of any equipment or software in connection with the Site or Services; or (e) any third party web sites or content therein directly or indirectly accessed through links contained on the Site or through the Services.
- Limitation of Liability.
- THE LIABILITY OF LOOKING FOR CARE AND SUBSCRIBER TO EACH OTHER FOR ANY AND ALL CAUSE(S) OF ACTION, REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, TORT, NEGLIGENCE OR ANY OTHER), ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT WILL IN NO EVENT EXCEED THE AMOUNT PAID BY SUBSCRIBER TO LOOKING FOR CARE UNDER THIS AGREEMENT FOR THE APPLICABLE SERVICES IN THE PAST 12-MONTHS PRIOR TO THE EVENT RESULTING IN THE CLAIM.
- NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, OR DAMAGES FROM LOST PROFITS, LOST USE, OR ANY OTHER DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THIS SITE OR SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- NOTWITHSTANDING THE FOREGOING, SECTION 12a and SECTION 12b WILL NOT APPLY TO (I) CLAIMS FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR CRIMINAL ACTS OR OMISSIONS, (II) BREACH OF CONFIDENTIALITY, (III) ANY THIRD PARTY CLAIMS SUBJECT TO THE INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
- Subscriber agrees to indemnify, defend and hold harmless Looking for Care, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site or Services from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees (collectively, “Losses”), resulting from or in connection with: (i) any breach of any obligation of Subscriber under Section 14 (Confidential Information); (ii) any breach by Subscriber of any of its warranties and representations under Section 10(a) (Representations and Warranties); (iii) violation of any applicable laws by Subscriber, its officers, directors, employees, agents, contractors, or affiliates (“Subscriber Responsible Parties”); or (iv) any misuse, loss, damage, corruption, or destruction of the Services by Subscriber Responsible Parties or any breach of security relating to the same.
- Looking for Care agrees to indemnify, defend and hold harmless Subscriber, its officers, directors, and employees from and against all Losses resulting from or in connection with: (i) any breach of any obligation of Looking for Care under Section 14 (Confidential Information); (ii) any breach by Looking for Care of any of its warranties and representations under Section 10 (Representations and Warranties); (iii) violation of any applicable laws by Looking for Care, its officers, directors, or employees (“Looking for Care Responsible Parties”); (iv) any loss, damage, corruption, or destruction of the Services by Looking for Care Responsible Parties or any breach of security relating to the same; or (v) any infringement of intellectual property rights of any third party; provided, however, that Looking for Care is not liable for any Losses arising under this Subsection 13(b)(v) to the extent that Subscriber modified the Looking for Care IP, unless such modifications were approved by Looking for Care, or the Losses are based on a use for which the applicable Looking for Care IP was not authorized.
- Indemnification under subsections (a) and (b) hereof will be provided only on the conditions that: (i) the indemnifying Party is given written notice within fifteen (15) calendar days after the indemnified Party receives notice of the subject Action; (ii) the indemnifying Party has sole control of the defense and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the indemnified Party shall be subject to such Party’s prior written approval and unconditionally releases the indemnified Party of all liability; and (iii) the indemnified Party provides cooperation and information in furtherance of such defense, as reasonably required by the indemnifying Party at the indemnifying Party’s expense. The indemnifying Party shall not be relieved of its indemnification obligations herein for the indemnified Party’s failure to comply with such requirements, except to the extent that the indemnifying Party has been prejudiced by the indemnified Party’s actions or inactions.
- Receipt of Confidential Information.
- Confidentiality. Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information as defined herein. “Confidential Information” means all information concerning a Party’s business not generally known to the public, whether or not marked as confidential. By way of illustration only, Confidential Information may include this Agreement, trade secrets, know-how, inventions, contractual disclosures, techniques, processes, algorithms, software programs, schematics, software source documents, contracts, customer lists, financial information, sales and marketing plans, information and business plans and other proprietary information, whether or not such information is marked as confidential. Confidential Information shall not include, even if it is marked as such, information that: (i) is already known to the receiving Party at the time of disclosure, which knowledge the receiving Party shall have the burden of proving; (ii) is, or, through no act or failure to act of the receiving Party, becomes publicly known; (iii) is readily observable and / or duplicable by the public; (iv) is legally received by receiving Party from a third party without restriction on disclosure; (v) is independently developed by receiving Party without reference to the Confidential Information of the disclosing Party; or (vi) is approved for release by written authorization of the disclosing Party. In maintaining the confidentiality of the other Party’s Confidential Information, each Party shall use at least the same standard that Party uses for its own confidential information of similar type, and shall take necessary precautions not to disclose such information to any person except its officers, employees or subcontractors, who have a need to know in order to comply with the obligations of this Agreement. Each Party’s officers, employees, and subcontractors shall be bound by the terms of this Section or a similar written agreement with terms no less protective of either Party’s Confidential Information than this Agreement. Each Party acknowledges that any actual or threatened violation of this Section may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be difficult to ascertain, and therefore agrees that the disclosing Party shall be entitled to seek injunctive relief in addition to all other remedies available at law and/or in equity. Nothing in this Section shall prohibit Looking for Care from disseminating aggregated information that contains no identifiable Subscriber Confidential Information.
- Destruction and Return of Confidential Information. Upon written request of the disclosing Party, all materials containing Confidential Information in the receiving Party’s possession will be destroyed or returned to the disclosing Party and the receiving Party will retain no copies or reproductions of the Confidential Information unless required by law, except the receiving Party may retain one record copy, subject to the reasonable instructions of the disclosing Party with respect to such copy.
- Cooperation. In the event of any unauthorized use or disclosure or loss of any Confidential Information of the disclosing Party, the receiving Party shall promptly, at its own expense: (i) notify the disclosing Party in writing; (ii) take such actions as may be necessary or reasonably requested by the disclosing Party to minimize the violation or the damage resulting therefrom; and (iii) cooperate in all reasonable respects with the disclosing Party to minimize the violation and any damage resulting therefrom.
- Limitation. Notwithstanding the provisions of this Section, Looking for Care may disclose Subscriber’s Confidential Information, which includes personally identifying information and End-user activity: (i) in accordance with a judicial or other governmental subpoena, warrant or order; provided that Looking for Care shall comply with any applicable protective order or equivalent and, unless prohibited by law, Looking for Care will employ commercially reasonable efforts to provide Subscriber with prior written notice, so that Subscriber has an opportunity to intervene at its own expense and to protect the confidentiality of its information; (ii) to law enforcement officials and regulators if it reasonably suspects unlawful activity; and (iii) to other Parties that are identified by Subscriber for that purpose.
- No Intellectual Property. THE RECEIVING PARTY ACQUIRES NO INTELLECTUAL PROPERTY RIGHTS FROM THE DISCLOSING PARTY UNDER THIS AGREEMENT, except for the restricted right to use disclosing Party’s Confidential Information for the express, limited purposes described above.
- Additional Miscellaneous Provisions.
- Governing Law; Jurisdiction; Venue; Attorney’s Fees. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, except for that body of law addressing conflicts of law. The Parties hereby consent to exclusive venue and jurisdiction for actions concerning or relating to this Agreement in the federal or state courts of California, County of Los Angeles. In any action to interpret or enforce this Agreement, the prevailing Party shall be awarded all court costs and reasonable attorneys’ fees it incurs. The Parties submit to the jurisdiction of said courts and waive any defense of forum non conveniens. The Parties waive all rights to jury trials.
- Assignments. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the Agreement, together with all rights and obligations under the Agreement, without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party (if a public company, as set forth in the other Party’s then-most recent 10-K filing). Any attempted assignment, delegation, or assumption of this Agreement not in accordance with this Section will be void and of no effect. Looking for Care retains the right to terminate this Agreement immediately in the event of any breach by Licensee of this Section.
- Survival/Severability of Terms. The provisions of Sections 7 (Looking for Care Proprietary Information), 9d (Remedies Not Limiting), 10 (Representations and Warranties), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Receipt of Confidential Information), and 15 (Additional Miscellaneous Provisions), this “Survival” provision, shall survive termination of this Agreement regardless of the manner in which this Agreement was terminated. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
- Language. The English language version of this Agreement is the controlling version thereof. All support and other inquiries regarding Subscriber’s use of any Looking for Care Services must be submitted to Looking for Care in English, and Looking for Care will communicate in English only.
- Compliance. Subscriber is responsible for compliance with all import and export regulations (including documentation requirements of any authority); compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the anti-corruption laws of other countries. Subscriber acknowledges that the Services may be subject to export restrictions imposed by the United States government and governments of any of the other countries in which Looking for Care operates. Subscriber will comply with, and fully co-operate with Looking for Care in relation to these restrictions.
- Notices and Contact Information. Any demand, notice, or other communication required or permitted hereunder shall be effective if in writing and either (i) hand-delivered to the addressee; or (ii) deposited in the mail (registered or certified) or delivered to a private express company. Notices must be addressed as follows: (A) if to Looking for Care, at the mailing address in the preamble of this Agreement or by email to: Admin@LookingforCare.com; or (B) if to Subscriber, at the mailing address or email set forth in the Subscription. Email notice shall only be effective upon confirmation of receipt by the receiving Party. Either Party may change its notice address by providing the other Party with notice of the change.
- Amendment. This Agreement may be modified only in writing, signed by a duly authorized representative of each Party.
- Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agency, or employment relationship between the Parties, and neither Party shall have any right to bind the other or incur any obligation on the other’s behalf without the other’s prior written consent. Except as expressly provided for herein, this Agreement is not for the benefit of any third party, but nothing in this Agreement shall prevent or interfere with any consumer bringing an action against Subscriber for violation of law.
- Entire Agreement; Waiver. This Agreement and the Exhibits hereto constitute the entire agreement between the Parties as to the subject matter hereof, and supersede all prior and/or contemporaneous agreements, representations, and understandings between them, whether orally or in writing, except as may be expressly incorporated by reference into this Agreement. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Parties.