Terms & Conditions

1. Introduction

Please read this page carefully. It contains the terms and conditions (the "Terms and Conditions" or “Terms”) governing your access to and use of the Care-Exchange Web Sites and the Services (as each are defined below) provided by Care Exchange, Inc or one of its divisions (collectively, "Care-Exchange"). If you do not accept or if you object to anything in these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Care-Exchange Web Sites or Services. These Terms and Conditions are effective as of April 1, 2025.

2. Binding Agreement

These Terms and Conditions (as they may be amended from time to time by Care-Exchange), together with the Privacy Policy, Subscription Plan Purchase Agreement, and your Advertising Contract (if applicable), form a binding agreement (the "Agreement") between you and Care-Exchange. Your access to or use of the Care-Exchange Web Sites and/or Services indicates your agreement and acceptance of these Terms and Conditions. You are agreeing to use the Sites at your own risk.

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 16.

3. Certain Definitions

3.1 "Care-Exchange Materials" includes any materials, methodologies, implementation plans or other intellectual property used during the provision of Services.

3.2 "Care-Exchange Web Site" or the "Site" (collectively, the "Care-Exchange Websites" or the "Sites") means care-exchange.com and any web site under Care-Exchange's control, whether partial or otherwise and includes such Site's Content, Care-Exchange Materials and Services (as applicable in each context).

3.3 "Care Seeker" means a User who is accessing the Site to seek care services for their loved ones and seeking to hire Care Providers or individual caregivers.

3.4 "Care Provider" has the same meaning as “Employer”

3.5 "Content" means Care-Exchange's web pages, web forms, programming (including software code used on the Sites and in the Services, including (i) tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements or modifications to the foregoing), graphics, images, design (color combinations and page layout), text, information, data, resumes stored in various commercial databases operated and licensed by Care-Exchange (including, among others, its "Care Providers Directory Database," "Care Staff Directory Database," "Job Matching Database" and the Client Database), data submitted via the Sites by Users and other content made available through the Sites by Care-Exchange.

3.6 "Document" refers to any posting to a Site, whether job or resume or care form.

3.7 "Employer" means a person, care provider, or any entity that is accessing the Site to post a job or utilizing the Services for any reason related to the purpose of seeking candidates for employment or providing care services to persons seeking care through the Site.

3.8 "Employer Materials" includes any brochures, emails, sample job postings, web site content, career fair material, audio, videos, photographs, logos, trademarks, service marks, domain names, documents or other materials provided by Employer, if any, for use in connection with the Services.

3.9 "Job Seeker" means a User who is accessing the Site to search for a job or in any other capacity except as an Employer.

3.10 "Services" means any services provided by Care-Exchange or its agents described herein and specified more fully Section 4.0 and in the Subscription Plan Purchase Agreement.

3.11 "User" refers to any individual, person, or entity that uses any aspect of the Sites.

3.12 "You" or "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.

4. Description of Services; Limitations; User Responsibilities

4.1 About Our Services

Care-Exchange.com offers various Services to help its users find, coordinate, and maintain quality care. The Services we offer include, among others:

• We provide a platform which promotes and facilitates connections between persons (clients) seeking care services for their loved ones and care providers and caregivers.
• We provide a platform for individuals seeking care services (such as individual or shared home care, medical care, child care, senior care, special needs, pet care, and housekeeping services) and corporate care providers seeking to hire individual care providers (such as healthcare agencies and facilities, child centers, in-home care agencies, and senior living facilities) (each “Care Seekers”) to post jobs on the Site, and to search for, narrow, find, and communicate with individuals and entities who provide care services (“Care Providers”), and for Care Providers to post profiles on the Site and browse, search, and apply to jobs. We also provide functionality that allows Care Seekers to search for and message other Care Seekers to help facilitate shared care services.
• We provide tools and information to help Care Seekers and Care Providers make more informed decisions, such as (i) our Care Community which includes communication resources, and (ii) Care Budgeting and Expense Management resources.
• We provide a platform with free job alert and career network that focuses on matching employers (Care Providers) to potential applicants (Care Staff) through our easy-to-use job search service (Find Jobs).
• We provide a platform that allows you to post job opportunities, find quality employees, and hire the right person for your business
• We provide a directory of entities Care Providers that operate care-related businesses such as healthcare agencies and facilities, child care centers, in-home care agencies, senior living facilities, in-home care agencies, senior care housing companies and housekeepers from which users may contact or request information.
• We provide an online community for Users to communicate and share information with other Users who share a common interest or bond. Our platform provides an opportunity to engage with people who may share similar needs and experience, or who may be in the same industry. The platform aims to provide a safe, supportive and accessible environment for all care community members.
• We provide a platform which provides an opportunity for you to manage your budget for customer leads and acquisitions, and advertisements. It allows you to manage your expenses and how much you are willing to spend on leads and advertisements.
• We provide a platform that offers a Subscription Plan for our services. These services require that you pay a fee or make a pre-authorized payment in order to use or get the benefit of our services that you have chosen to meet your needs. When you choose and purchase a subscription plan, you agree to the Subscription Plan Purchase Agreement.
• We offer through Paypal, Inc., (“Paypal”), a third party, a service that facilitates the payment for Subscription Plan purchases by Business entities, Care Providers, Care Seekers, and any person using our services via credit card or debit card. These payment processing services are provided by Paypal and are subject to the Paypal Account Agreement, which includes the Paypal Terms and Conditions (collectively, the “Paypal Services Agreement”). By agreeing to these Terms, businesses and Care Providers that use the payment service also agree to be bound by the Paypal Services Agreement, as the same may be modified by Paypal from time to time. As a condition of Care-Exchange.com enabling payment processing services through Paypal, you agree to provide Care-Exchange.com accurate and complete information about you, and you authorize Care-Exchange.com to share it and transaction information related to your use of the payment processing services provided by Paypal. Care-Exchange.com assumes no liability or responsibility for any payments you may make through this service, and all such payments are non-refundable.
• We offer eligible Care Providers access to various benefits from third party service providers, including, without limitation, those that offer access to health insurance, and other benefits.

Our Services continue to grow and change. Please refer to our Site for further information about the Services we provide.

4.2 Limitations of our Services

We offer Services as detailed in Section 4.1 above. However, except where specifically provided in these Terms and Conditions, in any applicable Additional Terms, or on the Site itself

• We do not employ any Care Providers and are not responsible for the conduct, whether online or offline, of any Care Seeker, Job Seeker, Care Provider, or other user of the Site or Services. Care Seekers, Job Seekers, and Care Providers are responsible for compliance with all applicable employment and other laws in connection with any employment relationship they establish (such as applicable licensing, insurance, health and safety, payroll, tax and minimum wage laws).
• Care Seeker, Job Seekers, and Care Provider content is primarily user generated. We do not control or vet user-generated content for accuracy, and we do not assume and expressly disclaim any responsibility for the accuracy or reliability of any information provided by Care Providers or Care Seekers or Job Seekers on or off the Site. We do not assume and expressly disclaim any liability that may result from the use of information provided on our Site.
• We do not refer or recommend Care Seekers, Job Seekers, or Care Providers nor do we make any representations about the suitability, reliability, timeliness, or accuracy of the services provided by Care Providers or the integrity, responsibility or actions of Care Seekers, Job Seekers, or Care Providers whether in public, private or offline interactions. Any screening of a Care Seeker, Job Seeker, or Care Provider and his, her or its information by Care-Exchange.com 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 employee or employer or care provider.
• We are not an employment agency, and we do not secure or procure employees for any Care Seekers, nor do we secure or procure opportunities for employment for any Care Providers or business entity.
• We do not control, monitor, supervise, or oversee the quality, timing, hours, pay, legality, or any other aspect of services delivered by Care Providers, nor do we require Care Providers to accept or do any jobs or deliver any services at all.
• We do not provide any medical, diagnostic, treatment or clinical service or engage in any conduct that requires a professional license or expertise.
• We may offer certain Users the opportunity to verify certain information such as their email address, cell phone number, or, in the case of child care centers, their local or state license information. If we indicate that certain information has been verified, it means that the user has complied with the process we have established for verifying such information. However, we do not guarantee, nor do we represent or warrant, that the information is accurate or that it belongs to the User who supplied it.

5. Intellectual Property Rights and Acceptable Use of the Sites and Services.

5.1 General Use Rules. The Sites are intended for individuals seeking employment and for employers or recruiters seeking candidates for employment. You may use the Sites only for lawful purposes within the stated context of Care-Exchange's intended and acceptable use of the Sites. Care-Exchange is the sole interpreter of the Sites' intended and acceptable use.

5.2 Care-Exchange Intellectual Property Rights. The Sites, the Care-Exchange Materials and all right, title and interest in and to the Sites and Care-Exchange Materials are the sole property of Care-Exchange or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, Care-Exchange reserves for itself and its licensors all other rights, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content or Care-Exchange Materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes: (a) copying or adapting the HTML code used to generate web pages on the Sites; (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts, robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, "scrape," "crawl," or "spider" any web pages or any Services provided on the Sites other than the search engine and search agents available from Care-Exchange on such Care-Exchange Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (c) aggregating, copying or duplicating in any manner any of the Content or information available from any of the Care-Exchange Sites, without the express written consent of Care-Exchange. The use of the Content on any other web site or in a networked computer environment for any purpose is strictly prohibited. The Care-Exchange Materials are not considered to be works for hire and you may duplicate such Care-Exchange Materials only for the purposes outlined in the Subscription Plan Purchase Agreement. "Care-Exchange," "Personified", the Care-Exchange design logo and certain other names or logos are service marks or trademarks of Care-Exchange, and all related product and service names, design marks and slogans are the service marks or trademarks of Care-Exchange. In addition, the "look" and "feel" of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Care-Exchange's trademarks, service marks and copyrights. Any code that Care-Exchange creates to generate or display the Content or the pages making up the Sites is also protected by Care-Exchange's copyright. You must retain all copyright, trademark, service mark and other proprietary notices contained on the Content or Care-Exchange Materials on any authorized copy you make of the Content or Care-Exchange Materials. All other product and service marks contained on the Sites are the trademarks of their respective owners.

5.3 License to Use by Users who are Job Seekers. Care-Exchange hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Sites solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Your use of the Sites is a privilege. Care-Exchange reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.

5.4 License to Use by Users who are Employers and/or Care Providers.Care-Exchange hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Sites solely for your personal use directly related to searching for and recruiting clients and/or job prospects. Care-Exchange also grants you a limited, terminable, non-exclusive license to use the Care-Exchange Materials and Services for your internal use only. You may not sell, transfer or assign any of the Services or your rights to any of the Services provided by Care-Exchange to any third party without the express written authorization of Care-Exchange. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Care-Exchange reserves the right to suspend or terminate your access and use at any time if Care-Exchange determines that you are in breach of these Terms and Conditions.

5.5 Employer Materials. Employer represents, warrants and covenants that any Employer Materials provided by Employer for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Employer hereby grants Care-Exchange a non-exclusive, worldwide, royalty-free license to use the Employer Materials and to hyperlink to Employer's website in connection with the Services.

5.6 Use of Aggregate Data. You understand and agree that Care-Exchange owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data. Care-Exchange may use such Aggregate Data for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to you, your Company or to any other Job Seekers. "Aggregate Data"means de-identified aggregated data or information regarding Job Seekers' educational or career history (including, by way of example and not limitation, aggregate data relating to Job Seekers' occupation, location, salary, education and experience).

5.7 Other Specific Rules Regarding Site Usage. You represent, warrant and agree that you (a) are at least 13 years of age or older, and if under the age of 18 or the age of majority as that is defined in your jurisdiction, you will only use the Sites and Services under the supervision of a parent, legal guardian, or other responsible adult; and (b) will not use (or plan, encourage or help others to use) the Sites for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Sites complies with these Terms and Conditions and all applicable laws.

5.8 User Submissions. Care-Exchange welcomes your comments regarding the Services and the Sites and appreciates hearing from you. Please note, however, that Care-Exchange does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If you submit feedback on the Services, please be specific in your comments and do not submit creative ideas, inventions, suggestions, or materials. If, despite this notice, you send Care-Exchange creative suggestions, ideas, drawings, concepts, inventions, or other information (a "User Submission"), you understand and agree that the User Submission shall become the property of Care-Exchange. User Submission and any elements contained in User Submissions, shall not be subject to any obligation of confidentiality on Care-Exchange's part, and Care-Exchange will not be liable for any use or disclosure of any User Submission. Care-Exchange shall exclusively own all now known or later discovered rights to the User Submission and shall be entitled to unrestricted use of the User Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

6. Third Party Providers

You acknowledge and agree that Care-Exchange may provide the Services using third party providers, including subcontractors and consultants (the "Third Party Providers"). You agree that, as between Care-Exchange and its Third Party Providers, Care-Exchange will have sole responsibility for handling all billing and contract negotiations.

7. Disclaimers and Limitations on Care-Exchange's Liability

7.1 Allocation of Responsibility Care-Exchange assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. Care-Exchange acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for verifying or screening or monitoring Documents posted by Users and/or Employers. If notified by a User of a Document which allegedly does not conform to these Terms and Conditions, Care-Exchange may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. Care-Exchange has no liability or responsibility to Users for performance or nonperformance of such activities or Services. Care-Exchange may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.

7.2 No endorsements by Care-Exchange. Nothing on the Sites shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.

7.3 WARRANTY DISCLAIMERS

1. THE SITES ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CARE-EXCHANGE, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. CARE-EXCHANGE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITES.
2. WITHOUT LIMITATION ON THE FOREGOING:
1. CARE-EXCHANGE DOES NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE OR THAT THE SITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITES RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, CARE-EXCHANGE IS NOT RESPONSIBLE FOR THOSE COSTS.
2. Care-Exchange makes no representations or guarantees regarding the truthfulness, accuracy, LEGALITY, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk.
3. Care-Exchange makes no representations or guarantees regarding the Content of the Sites, including, but not limited to, broken links, inaccuracies or typographical errors.
4. CARE-EXCHANGE MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR CARE OR EMPLOYMENT OBJECTIVES. CARE-EXCHANGE DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN CLIENTS OR CARE SEEKERS HIRING YOU FOR YOUR SERVICE, JOB CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON MADE, MADE BY YOU.

7.4 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF

1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES, THE INTERNET GENERALLY, AND THE DOCUMENTS OR EMPLOYER MATERIALS THAT YOU POST, PROVIDE OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITES.
2. IN NO EVENT SHALL CARE-EXCHANGE (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH SERVICES OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITES AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CARE-EXCHANGE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN CARE-EXCHANGE'S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
4. IN NO EVENT SHALL CARE-EXCHANGE (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US$200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH CARE-EXCHANGE, THE AMOUNTS ACTUALLY PAID BY YOU TO CARE-EXCHANGE UNDER THIS AGREEMENT IF GREATER THAN US$200.00).
5. Due to the nature of this Agreement, in addition to money damages, you agree that Care-Exchange will be entitled to equitable relief upon a breach of this agreement by you.

7.5 User Authentication. Because User authentication on the Internet is difficult, Care-Exchange cannot and does not confirm that each User is who they claim to be. Because Care-Exchange does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Sites, in the event that you have a dispute with one or more Users, you release Care-Exchange from claims, demands and damages (actual and consequential and direct and 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 disputes.

7.6 California Residents. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

8. Data Protection

If you are an Employer, this Section 7 applies

8.1 To the extent that the provision of the Services under this Agreement involves the processing of Employer Personal Data by Care-Exchange as a processor on behalf of Employer as a data controller under GDPR, Care-Exchange's Data Protection Addendum is incorporated into, and hereby forms a part of, this Agreement.

8.2 To the extent that the provision of the Services under this Agreement involves personal data subject to GDPR other than Employer Personal Data, such data is provided by Care-Exchange as a data controller to Employer as a data controller for the Intended Purpose and:

1. Care-Exchange warrants that it has an adequate legal basis under GDPR for sharing that data with Employer for the uses permitted by Section 4.4; and
2. Employer will comply with GDPR and any other applicable data protection laws with respect to such data, including:
1. Processing such data fairly and lawfully and only for the Intended Purpose
2. Processing such data only for as long as is necessary for the Intended Purpose and deleting such data once the Intended Purpose has been fulfilled
3. Having in place appropriate technical and organizational measures to protect such data against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data
4. Having in place procedures so that any third party it authorizes to have access to such data, including processors, will respect and maintain the confidentiality and security of the data
5. not disclosing or transferring such data to a third party located outside of the European Economic Area or Switzerland unless it does so in compliance with all applicable data protection laws
6. complying with data subject requests received by it for access to, or correction, amendment, blocking or deletion of, such data made pursuant to applicable data protection laws.

8.3 For the purposes of this Section 7, "GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of the 27 April 2016 on the protection of natural persons with regards to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018 as may be amended from time to time, together with all laws and regulations implementing the same in any European Member State and "Employer Personal Data" means personal data concerning Job Seekers that has been uploaded by Employer or by a Job Seeker directly to the Services operated by Care-Exchange solely on behalf of the Employer and subject to GDPR with respect to the processing of such personal data.

9. Links to Other Sites

Care-Exchange contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Care-Exchange of the contents on such third-party web sites. Care-Exchange is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.

10. Amendments to this Agreement and Changes to Sites

Care-Exchange may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on the date they are posted on the Sites (or as otherwise stated in the any notice of such changes). Any use of a Site will be considered acceptance by you of the then-current Terms and Conditions (including any exhibits thereto) contained on such Site. If at any time you find the Terms and Conditions unacceptable, you may not use the applicable Site any longer. Any new or different terms supplied by you are specifically rejected by Care-Exchange unless Care-Exchange agrees to them in a signed writing specifically including those new or different terms. Care-Exchange may change the Sites at any time.

11. Indemnity

You agree to defend, indemnify, and hold harmless Care-Exchange (and its subsidiaries, affiliates, officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Sites, any Document posted by you, your use of the Services or your breach of this Agreement. Care-Exchange shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.

12. User Information and Privacy Policy

12.1 When you register on any of the Care-Exchange Sites or in connection with the Services, you will be asked to create an account and provide Care-Exchange with certain information, including but not limited to, a valid email address ("User Information"). You acknowledge and agree that you have no ownership rights in your account.

12.2 All User Information will be used in accordance with the terms of Care-Exchange's Privacy Policy. Please note, as set forth in the Privacy Policy, that Care-Exchange may collect certain User Information and may contact Users periodically in accordance with the terms of the Privacy Policy. In addition, Care-Exchange reserves the right to comply, in its sole discretion, with legal requirements, requests from law enforcement agencies or requests from government entities, even to the extent that such compliance may require disclosure of certain User Information. In addition, third parties may retain cached copies of User Information.

13. Questions and Notices

Questions concerning the use of the Sites should be directed to Contact Us. Notices to Care-Exchange should be sent to the address listed on the Sites. We will send notice to you at the address submitted by you or to such other address as Care-Exchange reasonably determines is an appropriate address for you.

14. General

Care-Exchange contact information is listed on the Sites. Care-Exchange makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Sites. If you access Care-Exchange from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement and your Subscription Plan Purchase Agreement, if you have one, are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement or your Subscription Plan Purchase Agreement shall lie exclusively with the state or federal courts in the State of California. The sole relationship between you and Care-Exchange is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Sites, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by Care-Exchange in a particular "Legal Notice," or material on particular web pages of the Sites, this Agreement and your Subscription Plan Purchase Agreement where applicable, constitute the entire agreement between you and Care-Exchange.

15. Rules regarding Posting, Conduct and Security.

The following rules apply to your use of the Sites and/or the Services. The list of rules is for illustration only and is not a complete list of all posting, conduct and security rules.

15.1 Posting Rules:

1. You may not post any Document to a Site that contains:
1. URLs or links to web sites other than to recruitment related pages on your company web site (to advertise your company or web site);
2. copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material);
3. trade secrets (unless you own them or have the owner's permission to post them)
4. material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others;
5. irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the User)
6. anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or
7. anything that is embarrassing or offensive to another person or entity.
2. You may not use a Document(s) to:
1. impersonate another person, living or dead;
2. post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters;
3. post advertisements, or solicitations of business (including, but not limited to, email processors, any pyramid scheme or "club membership"); provided, however that Care-Exchange may allow posting of certain training and business opportunities (see 14.1(e) below).
3. Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or, in the case of Users seeking employment, your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted.
4. Job postings must describe individual openings for traditional W-2 or 1099 employees. You may not advertise multiple job openings in a single posting.
5. In limited circumstances, at Care-Exchange's sole discretion, Care-Exchange allows non-traditional job postings such as education/training, business opportunities, franchise, and multi-level marketing opportunities to be posted on the Sites. These non-traditional job postings may require an investment of time and/or money by the User seeking the position. Care-Exchange reserves the right, in its sole discretion, to move, modify, or remove entirely a non-traditional job posting if Care-Exchange deems such job posting to conflict with the best interests of its Users or detract from the User experience.
6. Resume postings must contain the accurate resume of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf.
7. Care-Exchange is under no obligation to monitor the Documents posted on the Sites, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed at Care-Exchange's sole discretion.

15.2 Conduct Rules:

1. You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the Employer's business are prohibited.
2. You may not send unsolicited commercial email to Users.
3. Protect your password. Your Care-Exchange account and any related Services accessed through such account are to be accessed and used solely by you. Upon your successful registration for a Care-Exchange account, you will be provided with a unique password that will permit you to access the account. You may not provide your password or otherwise permit access to your Care-Exchange account to any third party. You are responsible for maintaining the confidentiality of your information and password. You agree to protect and keep your password confidential, to change your password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on your network and individual computer(s).You are responsible for all uses of your account, whether or not authorized by you. If others use your password to post inappropriate material on the Sites, you risk losing your access to the Sites. You agree to notify Care-Exchange immediately of any unauthorized use of your account or password.
4. Report inappropriate postings or conduct to Contact Us.
5. You may not delete or revise any material posted by any other person or entity.
6. If at any time Care-Exchange comes to the understanding that you: (i) misled Care-Exchange regarding your business practices and/or services, or (ii) purchased services that do not represent your precise business, Care-Exchange reserves the right to terminate your Agreement.

15.3 Security Rules:

1. Users are prohibited from violating or attempting to violate the security of the Sites, including, without limitation:
1. accessing data not intended for such User or logging into a server or account which the User is not authorized to access;
2. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
3. attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Sites, overloading, "flooding", "mail bombing" or "crashing";
4. sending unsolicited e-mail, including promotions and/or advertising of products or services;
5. forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
2. Violation of these Security Rules may result in civil or criminal liability. Care-Exchange will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

16. Copyright Notices/Complaints

It is Care-Exchange’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 Care-Exchange’s copyright agent (identified below) and providing the following information:

1. 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.
2. 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.
3. Your name, address, telephone number and (if available) e-mail address.
4. 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.
5. 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.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Care-Exchange’s agent for copyright issues relating to this Site is as follows:

Copyright Manager

Care Exchange, Inc.

Attn: Legal Department

10970 Arrow Route, Suite 206

Rancho Cucamonga, CA 91730

martin@care-exchange.com

Phone: 909-870-9016

In an effort to protect the rights of copyright owners, Care-Exchange.com maintains a policy for the termination, in appropriate circumstances, of Members and other users of this Site who are repeat infringers.

17. Agreement to Arbitrate

17.1 Agreement to Arbitrate

This Section 16 is referred to in these Terms as the “Arbitration Agreement”. Unless you opt-out in accordance with the opt-out procedures set forth in Section 16.8 below, you agree that all claims relating to or arising out of these Terms & Conditions or the breach thereof other than those expressly set out in Section 16.4, whether sounding in contract, tort, or otherwise that have arisen or may arise between you and Care-Exchange or a Care-Exchange Affiliate, whether relating to these Terms (including any alleged breach thereof), the Services, the Site, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. This includes claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice and opt-out provisions set forth herein. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

17.2 Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND CARE-EXCHANGE.COM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ARBITRATION, ACTION OR PROCEEDING. EXCEPT FOR AS SET FORTH IN SECTION 16.7, UNLESS BOTH YOU AND CARE-EXCHANGE.COM EXPRESSLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AGAINST CARE-EXCHANGE.COM AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CARE-EXCHANGE.COM USERS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

17.3 Pre-Arbitration Dispute Resolution

Care-Exchange.com is always interested in resolving Disputes amicably and efficiently. Accordingly, both parties acknowledge and agree that before they commence arbitration, they will first make a good faith effort to resolve such Dispute informally. Such informal resolution requires first sending a written description of the Dispute to the other party. For any Dispute you initiate, you agree to send the written description of the Dispute along with the email address associated with your account, if applicable, to the following address: Care-Exchange, Inc., Attn: Legal Department, 10970 Arrow Route, Suite 206, Rancho Cucamonga, CA 91730. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the Dispute; the specific relief sought; and proof of your relationship with Care-Exchange.com. If the Dispute is not resolved within sixty (60) days after receipt of the written description of the notice, you and Care-Exchange.com agree to follow the resolution procedures for any Dispute described in this Section 16.

The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding (“Claim”). The parties agree that any relevant limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

17.4 Arbitration Procedures

If we cannot resolve a Claim informally, any Claim either of us asserts will be resolved only by binding arbitration (except as otherwise specifically provided herein) and not in courts of general jurisdiction. Arbitration will be conducted by a neutral arbitrator in accordance with the rules of National Arbitration and Mediation (“NAM”), including, as applicable, NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes When One of the Parties is a Consumer and the Mass Filing Dispute Resolution Rules and Procedures in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures governing or permitting class or representative actions, as modified by this Arbitration Agreement. For information on NAM, please visit its website, https://www.namadr.com/. Information about NAM’s Rules and fees can be found at https://www.namadr.com/resources/rules-fees-forms/. If there is any inconsistency between the NAM Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms & Conditions as a court would, including without limitation, the limitation of liability provisions in Section 7. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. Decisions by the arbitrator are enforceable in court. If you are a Care-Exchange.com registered user, any demand initiating arbitration, whether filed by You or Care-Exchange.com, must include the email address you used to register with Care-Exchange.com.

For all U.S. residents, the arbitration shall be held (i) at a location determined under the applicable NAM rules and procedures that is reasonably convenient for you and is no more than 100 miles from your home or place of business; or (ii) at another location you and we agree upon. For non-U.S. residents, the arbitration shall be held in Los Angeles, CA (unless otherwise agreed by the parties). If the value of the relief sought is $10,000 or less you or Care-Exchange.com may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Care-Exchange.com subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Care-Exchange.com, unless the arbitrator requires otherwise.

The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise and all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Subject to the applicable NAM rules and procedures, the parties agree that the arbitrator will have the discretion to allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Delaware, including recognized principles of equity, and will honor all claims of privilege recognized by law. Except for decisions in arbitrations that are joined together in a single batch as described in Section 16.7, an arbitrator shall not be bound by rulings in prior arbitrations involving different Care-Exchange.com users, but is bound by rulings in prior arbitrations involving the same Care-Exchange.com user to the extent required by applicable law.

Notwithstanding the parties’ decision to resolve all Claims through arbitration, each party retains the right to (i) elect to have any Claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights);) and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Arbitration Agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

17.5 Costs of Arbitration

If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Care-Exchange.com will pay as much of any filing and hearing fees in connection with the arbitration in excess of $250 that the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator determines that your claim(s) were frivolous or asserted in bad faith, in which case arbitration fees (including attorneys’ fees) may be imposed upon you consistent with the arbitrator’s rules and the standard for sanctions set forth in Federal Rule of Civil Procedure 11. You are responsible for all other fees, including your own attorneys’ fees, unless the arbitration rules and/or applicable law provide otherwise.

The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM’s Rules where it deems appropriate (including as specified in Section 16.7) provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.

17.6 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

17.7 Mass Filing Procedures

To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM against Care-Exchange.com within reasonably close proximity (“Mass Filing”), the parties agree (i) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for each batch; (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 100 is filed, processed, and adjudicated; (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Care-Exchange.com and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (vi) that the staged process of batched proceedings, with each set including 100 demands, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted.

You agree to cooperate in good faith with Care-Exchange.com and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by NAM. This “Batch Arbitration” provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind. Unless Care-Exchange.com otherwise consents in writing, Care-Exchange.com does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 16.7. If your demand for arbitration is included in the Mass Filing, your claims will remain tolled until your demand for arbitration is decided, withdrawn, or is settled. The parties agree that this batching provision is integral to the Arbitration Agreement insofar as it applies to a Mass Filing. If the batching provision in this subpart (vi) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Care-Exchange.com shall be entitled to arbitrate any claim that is a part of the Mass Filing.

The results of the first batch of demands will be given to a NAM mediator selected from an initially proposed group of 5 mediators, with Care-Exchange.com and the remaining claimants’ counsel being able to strike one mediator each and then rank the remaining mediators and the highest collectively ranked mediator being selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. After the results are provided to the mediator, Care-Exchange.com, the mediator and the remaining claimants will have 90 days (the “Mediation Period”) to agree on a resolution or substantive methodology for resolving the outstanding demands. If they are unable to resolve the outstanding demands during the Mediation Period, and cannot agree on a methodology for resolving them through further arbitrations, either Care-Exchange.com or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in court. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Care-Exchange.com nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Opt out of arbitration under this section shall not be construed as opt out of the “Class Action Waiver.” Absent notice of an opt-out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.

17.8 Opt-Out Procedure

You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice (“Opt-Out Notice”) in accordance with the terms of this Section. For new Care-Exchange.com users, the Opt-Out Notice must be postmarked no later than 30 Days after the date you use our Site or Services for the first time. If you are already a current Care-Exchange.com user and previously accepted the Care-Exchange.com Terms prior to the introduction of this Arbitration Agreement, the Opt-Out Notice must be postmarked no later than thirty (30) days from April 1, 2025. You must mail the Opt-Out Notice to Care-Exchange, Inc., Attn: Legal Department, 10970 Arrow Route, Suite 206, Rancho Cucamonga, CA 91730. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to log in to the Care-Exchange.com account(s) to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, Care-Exchange.com will likewise not be bound by these arbitration provisions. If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. All other terms of these Terms will continue to apply.

17.9 Future Changes to this Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any material change to this Arbitration Agreement in the future, such change shall not be effective until 30 days from the date of posting, and shall not apply to any claim that was filed in a legal proceeding against Care-Exchange.com prior to the effective date of the change, but will apply to all claims not yet filed regardless of when such claims may have accrued. If Care-Exchange.com changes this Arbitration Agreement, any failure to opt out within 30 days of such changes will be deemed acceptance of those changes.

18. Governing Law and Jurisdiction

These Terms, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort, or otherwise, shall be governed by the laws of the State of California, including California’s statutes of limitations governing your claim, without giving effect to its principles of conflicts of law, provided that the Federal Arbitration Act shall govern the interpretation and enforcement of Section 16, the Arbitration Agreement.

Unless you and we agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute (except for small-claims court actions), either as a result of your decision to opt-out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and Care-Exchange.com must be resolved exclusively by a state or federal court located in the State of California.

You and Care-Exchange.com agree to submit to the personal jurisdiction of the courts located within the State of California for the purpose of litigating all such claims or disputes.

19. Consent to Electronic Communication

By using the Site or Services of Care-Exchange.com, you agree to allow Care-Exchange.com to communicate with you electronically, and you consent to electronic delivery of notices, documents, or products (including, without limitation, reports or copies of Documents and Preliminary Membership Screens) from Care-Exchange.com via the Care-Exchange.com Site, Services, mobile application, online messaging platform, or e-mail. You also agree to check your Care-Exchange.com account, alerts, and messages, and the e-mail account reflected on your Care-Exchange.com (which you are also required to keep updated) on a reasonably regular basis to stay apprised of important notices and information about your account.

20. 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 & Conditions shall in no way effect the validity, legality or enforceability of any other term or provision of these Terms. Each Affiliate (as defined in Section 1.2) 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.

21. Severability

If a court decides that any term or provision of these Terms other than Section 16 is 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.

22. Contact Information

If you have any questions or need further information as to the Site or Services provided by Care-Exchange.com, or need to notify Care-Exchange.com as to any matters relating to the Site or Services, please contact Care-Exchange.com at:

Care-Exchange, Inc.

10970 Arrow Route, Suite 206

Rancho Cucamonga, CA 91730

support@care-exchange.com

Phone: 909-870-9016