License Agreement Terms and Conditions governing your use of the Caryfy platform, Sites, and Services. By accessing the Site, you acknowledge and accept these Terms.
Caryfy, Inc. ("Caryfy") maintains this Site to convey information about Caryfy products and services. All visitors to our Site(s) must adhere to the following rules and regulations. By accessing the Site, you indicate your acknowledgment and acceptance of these Terms of Service ("Terms"). IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE.
Subject to the terms and conditions of this Agreement, Caryfy shall make the Product Offering available to Customer pursuant to this Agreement during the term of this Agreement.
Unless otherwise specified on the Order Form: (i) the Product Offering is purchased based on the higher of the number of Clients of Customer or the Minimum Billable Clients; (ii) additional Clients shall be added during the term at pricing then in effect; and (iii) use of the Product Offering for all Clients will terminate on the termination date of this Agreement. A Client subscription cannot be shared or used by more than one Client.
Caryfy reserves the right to modify or discontinue the Site temporarily or permanently, for any reason, at its sole discretion, with or without notice. Caryfy likewise may change the Terms from time to time. Your continued access or use of the Site after modifications have become effective shall be deemed your conclusive acceptance of the modified Terms.
The contents of the Site — including its "look and feel," text, graphics, images, logos, editorial content, notices, software, and other material — are protected under United States and foreign copyright, patent, trademark, and other laws. The contents may not be copied, displayed, distributed, downloaded, licensed, modified, published, reproduced, reused, sold, transmitted, or used to create derivative works without the express written permission of Caryfy.
You agree not to use any robot, spider, automatic device, or manual process to monitor or copy our Web pages or content without prior written permission. You agree not to use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on it.
Customer: (i) is responsible for Users' and Affiliates' compliance with this Agreement; (ii) is solely responsible for the accuracy, quality, integrity, and legality of Customer's Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to the Product Offering and notify Caryfy promptly of any such access; and (iv) shall use the Product Offering only in accordance with User instructions and applicable laws.
Customer shall not: (a) make the Product Offering available to anyone other than Users; (b) sell, resell, rent or lease the Product Offering; (c) use it to store or transmit infringing, libelous, unlawful, or tortious material; (d) store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Product Offering; or (f) attempt to gain unauthorized access to the Product Offering or its related data, systems, or networks.
Customer acknowledges that the proper provision of care to Customer's Clients is solely Customer's responsibility. Customer is advised to maintain paper versions of updated care plans and schedules and provide those to caregivers regularly to ensure proper care is provided under any and all circumstances.
Caryfy will perform initial data entry of names and contact information of Customer's Clients, caregivers, and schedules as of the Effective Date, provided that said data is provided to Caryfy in Excel format within the first ten days of the Initial Term. Customer is responsible for reviewing the accuracy of all data entered by Caryfy.
Subject to the terms and conditions of this Agreement, Caryfy hereby grants to Customer a limited, non-exclusive, non-transferable license, without the right to sublicense, to use the Product Offering solely for its own internal business purposes.
Subject to the terms and conditions of this Agreement, Customer hereby grants to Caryfy a license, with the right to sublicense, to use Customer's Data in connection with the provision of the Product Offering and the development, offering, and delivery of Caryfy's products and services.
On this Site, you will find links or references to content, functions, information, and tools provided by third parties. While we strive to keep information current and accurate, we cannot guarantee and expressly do not warrant that such content is error-free or that your access will be uninterrupted or free of viruses.
Links on this Site that transfer you to third-party organizations do not represent or imply any business relationship between the two entities. Caryfy is not responsible for the content or performance of those sites or for your transactions with them. Links to and from this site do not constitute a Caryfy endorsement.
Subject to the limited rights expressly granted hereunder, Caryfy reserves all rights, title and interest in and to the Product Offering, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein. There are no implied rights.
Customer shall not: (i) permit any third party to access the Product Offering except as expressly permitted herein; (ii) modify or create derivative works of the Product Offering; (iii) copy, frame, or mirror any part or content of the Product Offering; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas; (v) remove any proprietary notices from the Product Offering; or (vi) access the Product Offering in order to build a competitive product or service or copy any features, functions, or graphics.
Customer hereby grants Caryfy a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Product Offering any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or Users relating to the operation of the Product Offering.
Customer shall pay Caryfy the fees described in this section. Except as otherwise specified herein or on the Order Form: (i) fees are quoted and payable in United States dollars; (ii) fees are based on the number of Clients and not actual usage; (iii) payment obligations are non-cancelable and fees paid are non-refundable except as expressly set forth in Section 10.1; (iv) the number of Active Client subscriptions must equal the highest number of Active Clients during the applicable period; and (v) the number of Active Caregivers must equal the highest number of concurrently active caregivers during the applicable period.
Customer shall provide Caryfy with valid and updated credit card information. Customer authorizes Caryfy to charge that credit card for the Product Offering during the term of this Agreement. At any time, Caryfy reserves the right at its sole discretion to change the payment frequency from monthly to biweekly. In a biweekly payment cycle, you will be charged a split payment on the 15th day (50% of last month's payment) and the balance at the end of the month based on billable clients for the current month.
If any payment is not received when due, at Caryfy's discretion: (a) such charges may accrue late interest at 2.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower; and (b) Caryfy may require future payments to be made in advance.
If any amount owing is five or more days past due, Caryfy may accelerate Customer's unpaid fee obligations so that all such obligations become immediately due and payable, and suspend the Product Offering until such amounts are paid in full.
Unless otherwise expressly stated, Caryfy's fees do not include taxes, levies, duties or similar governmental assessments of any nature. Customer is responsible for paying all Taxes associated with their purchases in connection with this Agreement, unless Customer provides Caryfy with a valid tax exemption certificate.
This Agreement commences on the Effective Date and, unless terminated sooner, continues for the initial term specified on the Order Form ("Initial Term"). Following the Initial Term, this Agreement will renew for renewal terms as specified on the Order Form unless either party notifies the other in writing of its intent not to renew at least 30 days prior to the end of the then-current term.
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured — except that the cure period for non-payment is five days; or (ii) 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.
This Agreement may be terminated by Customer for convenience upon payment of all outstanding fees for the term of the contract. Customer acknowledges that such payment is a genuine pre-estimate of the loss that Caryfy would incur and is not a penalty. Any dispute arising out of or relating to early termination shall be submitted to final and binding arbitration in Fulton County, Atlanta, GA, administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures.
Upon termination for cause by Caryfy, Customer shall pay an amount equal to the fees that would be due over the remainder of the then-current term. No termination shall relieve Customer of the obligation to pay fees for the period prior to the effective date of termination.
Upon request by Customer made within 30 days after the effective date of termination, Caryfy will make available for download a file of Customer's Data in comma separated value (.csv) format. After that 30-day period, Caryfy has no obligation to maintain or provide any of Customer's Data and may thereafter, unless legally prohibited, delete all such data.
Sections 6, 7, 8.3, 8.4, 8.5, 8.6, 8.7, 9, 10, 11, 12, and 14 shall survive any termination or expiration of this Agreement.
"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach; (ii) was known to the Receiving Party prior to disclosure; (iii) is received from a third party without breach; or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing, the Receiving Party shall: (i) use the same degree of care used to protect its own confidential information (but in no event less than reasonable care); (ii) use Confidential Information solely to perform this Agreement or exercise rights hereunder; and (iii) limit access to those employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with no less stringent protections.
Caryfy shall maintain industry standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer's Data. Caryfy shall not: (a) modify Customer's Data; (b) disclose Customer's Data except as compelled by law, as expressly permitted by this Agreement, or as expressly permitted by Customer; or (c) access Customer's Data except to provide the Product Offering or address service or technical problems.
The Receiving Party may disclose Confidential Information if compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
Warranty Disclaimer: You expressly agree that use of the Service and any materials or information provided is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Caryfy expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Caryfy makes no warranty that the Service will meet your requirements or that the Service will be uninterrupted, timely, secure, or error free, nor does Caryfy make any warranty as to the results that may be obtained from use of the Service or as to the accuracy or reliability of any information obtained through the Service.
11.1 Notwithstanding the foregoing, because some jurisdictions do not allow for the exclusion or limitation of liability to the full extent described above, the maximum collective liability of Caryfy, its officers, directors, employees, and agents, if any, for losses or damages shall not exceed $500. In no event shall Caryfy be liable for any losses or damages greater than the amount referred to above. All other damages, direct or indirect, special, incidental, consequential, or punitive, arising out of or relating to use of the Site are hereby excluded.
11.2 In no event shall Caryfy have any liability to Customer for any lost profits or revenues or for any indirect, special, incidental, consequential, cover, or punitive damages however caused, whether in contract, tort (including negligence) or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages.
11.3 Customer acknowledges that the proper provision of care to Customer's Clients is solely and exclusively Customer's responsibility. Customer agrees to make redundant printed copies of all updates to care plans and schedules on a regular basis and to make these available to caregivers to ensure that proper care is provided under any circumstance without regard to the function or performance of the Product Offering.
You agree to indemnify, defend, and hold harmless Caryfy, its directors, officers, employees, and agents from and against all losses, expenses, damages, and costs, including reasonable attorney fees, arising out of or relating to use of the Site by you or any other person accessing the Site using your user name and password.
Caryfy may use Customer's name as part of a general list of customers and may refer to Customer as a user of the Product Offering in its advertising, marketing, and promotional materials.
The provisions of these Terms apply for the benefit of Caryfy and its officers, directors, employees, and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
You represent and warrant that you possess the legal right and ability to enter into these Terms and to use the Site in accordance with these Terms.
This disclosure shall be governed in all respects by the substantive laws of the State of Georgia, without regard to its provisions relating to conflict of laws. You and Caryfy agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts located within Fulton County, Georgia.
The failure of Caryfy to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms 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 remain in full force and effect.
Statute of Limitations: You agree that regardless of any statute, regulation, or law to the contrary, any claim or cause of action arising out of or related to use of the site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
How Caryfy collects, uses, and protects your information across our Sites, Apps, and Services. Includes data storage, retention, and your choices.
Questions about terms of use, account management, or general inquiries. Our team in Atlanta and Switzerland is available for all matters.