Terms & Conditions

Date of Last Revision: April 10, 2026 - View History

CAREDOVE INC. (“Caredove”, “we”, “us” and terms of similar meaning) provide the Services (defined below), including access to the Caredove Platform subject to these terms and conditions of use (these “Terms”). An updated copy of these Terms will be available on www.caredove.com (the “Site”).

Please read through these Terms carefully before using the Services. By creating a User Account or by otherwise using the Services, you agree to be legally bound by these Terms and all policies, statements and guidelines incorporated by reference into these Terms. If you do not agree to be bound by these Terms in their entirety, then do not use the Services. 

If you are creating a User Account or otherwise using the Services with the intentions of binding a company or organization, (a) you hereby represent and warrant that you have the power and authority to bind such company or organization, and (b) such company or organization shall be deemed to have agreed to these Terms. 

1. Definitions 

“Administrative Rights” means the rights to provide, issue, administer, update and limit the rights of other Members of Member Organization or Member Organizations of a Network as the case may be. 

“Caredove Platform” means the web application, electronic services and APIs provided at the Site.

“Content” means all content available on or through the Services, including all text, information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement. 

“Network” means a predefined set of Member Organizations (typically within a geographic area or sector) that are administered by a Network Administrator. 

“Network Administrator” means a User or Users who have been given Administrative Rights to administer the Member Organization information and User Accounts of all Member Organizations of a Network. 

“Member” means a User who registered for a User Account under the administration of a Member Organization. 

“Member Organization” means a User or a company, agency, institution or organization that is represented by a User which has registered for a User Account to receive Member Services. 

“Member Organization Administrator” means a User or Users who have been given Administrative Rights to administer the User Accounts of all Members of a Member Organization. 

“Member Organization Contact Information” means Member Organization contact and relevant services information which may be inputted into the Services by Caredove and/or a User of the Services. 

“Services” means the services provided by Caredove, including through the Site and the Caredove Platform as more particularly described in Section 2 below. For greater certainty, and where applicable, Premium Services (as defined in these Terms) shall form part of the Services.

“Sponsor” means a company, agency, institution or organization that sponsors the licensing of the Services by a Network. 

“Users” means all users of the Services. 

2. The Caredove Services

Our Services

Caredove is an online platform that streamlines access to healthcare services. It facilitates referrals and scheduling arrangements between healthcare providers, and between recipients of healthcare (“Clients”) and their healthcare providers.

The Caredove Services may be available through the Caredove Platform, the Site or through third party websites and applications that have linked to the Caredove Platform. 

The Services are not intended to be used by children. You must be at least thirteen (13) years of age to use the Services.

Public Services

Some of the Services are made available to Users without the need to register for a User Account. We refer to these Services as “Public Services”. Public Services may include functionality that permits Users to search for health care services near an address and request service. 

Member Services

Other Services are only available to Users who have registered for a User Account. Such “Member Services” may include functionality that permits the sending or receiving patient referrals or updating service provider information. 

Additional and Premium Services

In addition to Public Services and Member Services, certain Users may request additional, premium or customized Services that are not generally available to the public or are only available for additional fees (the “Premium Services”). Premium Services shall be subject to the supplemental terms found in the Premium Services Addendum attached to these Terms.

Premium Services may be requested by contacting Caredove. If a request for Premium Services is made, Caredove will evaluate such request and provide you with a proposal for the Premium Services (“Proposal”) at the contact information you provide. Upon acceptance of the Proposal, Caredove will present you with such additional agreements (each, a “Premium Services Agreement” or “PSA”) or addendums to these Terms as necessary, which, upon acceptance shall be incorporated into these Terms. 

Available Premium Services and the associated fees are described further on the Site. 

3. Privacy Policy and Additional Policies Incorporated by Reference

Please refer to Caredove’s privacy policy, available at http://www.caredove.com/legal/privacy-policy (the “Privacy Policy”) for information on how Caredove collects, uses and discloses personally identifiable information from Users  of the Services and patients referred using the Services.  By using the Services, you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

In addition, please refer to www.caredove.com/legal for additional policies statements and guidelines related to our Member roles and responsibilities that are incorporated by reference into these Terms (“Policies”). 

4. User Responsibilities and Restrictions

User Accounts; Registration Data; Account Security

As described above, certain types of Users who wish to use certain features of the Services (including Member Services), will be required to register for a Caredove account (“User Account”). The rights associated with your User Account and the Services available to you will vary based on the rights and privileges attached to your account and whether your User Account has had Premium Services paid for. 

Upon registering a User Account, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Service, including information about the Member Organization you represent (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Services, and to keep it accurate, current and complete; and (d) accept on your own behalf and on behalf of your Member Organization (if applicable) all risks of unauthorized access to the Registration Data and any other information you provide through the Services. Caredove will not be liable for any loss or damage from your failure to comply with this obligation. You are responsible for your use of the Services, all activity on your User Account and for any Content you post to the Services. 

Administration of User Accounts

The use of the Services by a Member, Member Organization or Network may be administered in one of the following manners:

1. Member Organization is administered by one or more Member Organization Administrators

Member Organizations may specify one or more Member Organization Administrators to (i) manage the Member Organization account information; (ii) manage access to Member Organization Administrator User Accounts; (iii) ensuring that each Member of such Member Organization complies with these Terms. 

1. Network is administered by the Network Administrator 

The Sponsor of a Network may specify one or more Network Administrators to (i) manage the Member Organization account information of each Member Organization within the Network; (ii) manage access to Network Administrator accounts; (iii) ensure that each Member Organization within the Network and each User within such Member Organization complies with these Terms. 

Member Organization Administrators and Network Administrators are responsible for notifying Caredove if they become aware of any unauthorized access to any User Accounts for which they are responsible. 

In addition to the responsibilities described herein, you hereby agree to be bound by any additional responsibilities which may be applicable to your User type (role) as defined in the Caredove Referral Network Roles and Responsibilities policy available on the Site at www.caredove.com/legal/caredove-referral-network-roles-responsibilities.

5. License to Use the Services and Applicable License Restrictions

Grant of License

Subject to your compliance with these Terms, Caredove grants to you a limited, revocable, and non-exclusive license to access and use 

(a) the Public Services (if you are not a Member); (b) the Member Services (if you are a Member); or (c) the Premium Services (if you and Caredove have agreed to such Services pursuant to any executed additional agreements or addendums) and to view the Content available to you through the Services (collectively, such licenses are referred to herein as the “License”).   

License Restrictions

Other than as expressly permitted in these Terms, the Content and the License are subject to the following restrictions and account terms:

1. The Services we provide are for your use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Services.
2. You may not make or distribute copies of the Caredove Platform or any portion of the Services.
3. You may not alter, merge or translate the Caredove Platform or any portion of the Services, or decompile, reverse engineer, disassemble, or otherwise reduce the Caredove Platform or any portion of the Services to a human-perceivable form.
4. You may not modify or create derivative works based on the Caredove Platform, Services or the Content.
5. You may not use the Caredove Platform or Services for any application deployment or ultimate production purpose.
6. You may not use the Caredove Platform or Services to develop any application having the same or similar primary function as the Caredove Platform or Services.
7. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content. 
8. You may not otherwise use the Services or the Content other than for its intended purpose.
9. You may not sell or transfer any information included in our Services or use such information to market any product or service by sending or facilitating the sending of, unsolicited e-mails (“Spam”). 
10. You will not, without our prior written approval, access or use, or attempt to access or use, any portion of our Services other than with (a) a commercially available browser; or (b) our published application programming interface (“API”).
11. You may not circumvent, or attempt to circumvent, any technical measures that we have put in place to restrict certain functionality of the Services or the API. 
12. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User Account with us.  Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. 
13. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. Subject to these Terms, the licenses in this Section are revocable by Caredove at any time.
14. Your use of the Caredove Platform, Services and Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law. 
15. You may not facilitate or permit any third party to do any of the foregoing. 
16. Your use of the Services and Caredove Platform must comply with the User Content Guidelines outlined in Section 8 of these Terms.

If you operate a public free search engine that has made a public commitment to adhering to the robots.txt protocol, together with our sitemaps and crawl delay directive (collectively, the “Protocol”), you may crawl, index and publish hyperlinks (including so-called “deep links”) to the Public Services, so long as (i) you do so in compliance with the Protocol instructions published in applicable locations on our Services, (ii) you do not directly or indirectly receive remuneration in connection with the provision or display of said hyperlinks and cached pages, and (iii) if your user-agent is disallowed by us in our Protocol instructions or we otherwise notify you in writing, you shall cease all crawling of our Services.  We call such a free, public search engine satisfying the requirements of clauses (i) through (iii), a “Public Search Engine,” and the Public Search Engine’s combined performance of clauses (i) through (iii), collectively, “Public Search Services.”  We may revoke the foregoing authorizations at any time as indicated in our Protocol instructions.

6. Ownership, Copyright and Trademarks

Content provided by Users is called “User Content”. Except as described herein, User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Caredove may include information about a Member Organization (other than Member Organization Contact Information), referral information, reports and other text, information, data, images, videos, sounds and other data uploaded by a User to the Services. Depending on the rights, privileges and settings of your User Account, your User Content may be viewed by other Users. Caredove’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 7 of these Terms.

Other than User Content, the Services (including the design of the Services), the Caredove Platform, all Content (including Member Organization Contact Information and Member and Member Organization lists) and any other software used to create and operate the Services is the property of Caredove or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. 

Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. User Content must comply with the User Content Guidelines outlined in Section 8 below. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. 

7. Your Limited License of Your User Content to Caredove

We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide the Services, now and in the future. For example, if you provide information about a Member Organization or post available times for a potential referral to meet with a healthcare practitioner, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content. 

Therefore, by posting or distributing User Content to or through the Services, you (a) grant Caredove and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms (including the User Content Guidelines described Section 8 below) and will not violate any rights of or cause injury to any person or entity. 

If your User Content is intended for the use of other Users or third parties, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users or third parties for their use in connection with their use of the Services or third party services that integrate with the Services, as described in this Section. 

8. User Content Guidelines, Copyright Policy, Content Disclaimers

User Content Guidelines

The Services may permit certain Users to upload or input User Content. The type of User Content that a User is permitted to upload or input will depend on the rights and privileges that are associated with their User Account. User Content submitted to any public area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following: 

• Any data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, racist, prejudiced, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable in the sole opinion of Caredove; 
• Content that Caredove determines in its sole opinion is intended to “spam” or “phish” from other Users, including the posting of Content outside of appropriate categories or feeds;
• Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law; 
• Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; 
• Private information of any third party, including without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use; 
• Viruses, corrupted data or other harmful, disruptive or destructive files;
• Content that is unrelated to the use of the Services; or 
• Content that in the sole judgment of Caredove, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Caredove or its affiliates or its Users to any harm or liability of any type. 

In addition, any listings of Public Services, must follow the following:

• Service listing information that is posted should be placed in the relevant service category. For example, a Meals on Wheels service should be placed in the Meals on Wheels category. A service should typically be found in only one category;
• Service listing information should be made accurate with clear descriptions about the attributes of the service. A service with multiple locations should have a separate listing for each. Costs should be fully disclosed. Service coverage areas should be accurate, and should represent zones where home-visiting staff actually, currently, travel and deliver service; and
• Service listings may be posted, edited and improved by other Users with authority and information to do so. Do not undo, delete or otherwise remove the work of other Users unless you are making an improvement to the accuracy or relevancy of the description. 

Any use of the Services in violation of the foregoing violates the Terms and may result in, among other things, termination or suspension of your rights to use the Services.

Copyright Policy

Caredove respects the intellectual property rights of others. By submitting User Content through the Services, you represent and warrant that doing so does not infringe any third party’s copyrights, trade-marks, privacy rights, or other intellectual property or legal rights of any kind. 

If we are notified that any User has posted, shared or saved any Content which allegedly does not conform to these Terms, we may, in our sole discretion, investigate the allegation and determine whether to take any other actions. You may also be subject to civil and criminal penalties, including without limitation monetary damages, if you violate any third party’s legal rights. 

If you believe that your Content has been copied in a way that constitutes copyright infringement, please contact us and provide all information relevant to any claim of infringement by e-mailing legal@caredove.com. 

Content Disclaimers; No Medical Advice Provided

Caredove does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services. Our Services include (a) directories to help you find health services (“Listings”); and (b) available times to book a service or appointment with a health care practitioner (“Available Appointments”). The information contained in these Listings or Available Appointments may be submitted by a Member Organization or other Users. These Listings and Available Appointments are posted for your convenience and may not be complete, accurate or comprehensive. 

Caredove does not, in any way, endorse or support any of the Member Organizations listed in the Listings. 

SOME CONTENT MAY INCLUDE MEDICAL OR HEALTH-RELATED INFORMATION. SUCH CONTENT IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY. CAREDOVE DOES NOT PROVIDE MEDICAL ADVICE OR ANY TYPE OF MEDICAL OR HEALTH RELATED SERVICE. NOTHING CONTAINED IN OUR SERVICES SHOULD BE CONSTRUED AS A MEDICAL DIAGNOSIS OR TREATMENT. NO MEDICAL OR OTHER PROFESSIONAL-CLIENT RELATIONSHIP IS CREATED BY YOUR USE OF THE SERVICES. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER TRUSTED AND QUALIFIED HEALTH PROFESSIONAL IF YOU HAVE ANY QUESTIONS. DO NOT DELAY SEEKING TREATMENT BASED ON ANY INFORMATION INCLUDED IN THE SERVICES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER IMMEDIATELY. 

Caredove does not assume and is not responsible for any liability whatsoever arising from any person’s use of the services provided by these Member Organizations or for any damage caused by a reliance on the Services. 

Before obtaining services or treatment from a Member Organization or referring a patient to a Member Organization, ensure that you or your organization takes the time to evaluate such Member Organization (and their health care practitioners) to confirm relevant certifications, accreditations, the quality of the services they offer, Available Appointments, and the accuracy of the information they have provided through the Services. 

Links to Other Sites

There may be websites linked to and from our Services that are operated or created by third parties (“Third Parties”). These Third Parties are solely responsible for the information found on their respective websites. These links are available for your convenience and are only intended to enable access to such Third Party websites, and for no other purpose. Such links do not constitute Caredove’s endorsement or approval of these Third Parties in any way. Caredove makes no representation or warranty as to any services or products offered on Third Party websites. 

9. Security of the Services

Caredove will take reasonable efforts in connection with the secure storage, processing and transfer of data as outlined in our privacy and security program (https://about.caredove.com/legal/data-security) (https://about.caredove.com/legal/privacy-incident-breach-management). These measures are designed to protect the integrity of User Content and guard against unauthorized or unlawful access, use or processing of such User Content. 

10. Warranty Disclaimer

THE CAREDOVE PLATFORM, THE CONTENT AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM CAREDOVE OF ANY KIND, EITHER EXPRESS OR IMPLIED. CAREDOVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CAREDOVE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE SERVICES, THE CONTENT OR ANY PORTION THEREOF.

WHILE CAREDOVE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, CAREDOVE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

11. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Caredove, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Services or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged appropriateness, completeness or inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Services. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE, AND THEREFORE ANY RELIANCE ON THE SERVICES OR CONTENT IS ENTIRELY AT YOUR OWN RISK. YOU USE THE SERVICES AT YOUR OWN RISK.

Without limitation of the foregoing, neither Caredove nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Services or the Content, including without limitation any damages caused by or resulting from your reliance on the Services or other information obtained from Caredove or any other Released Party or accessible via the Services, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Caredove, any Sponsor, Member, other User, or any other Released Party's records, programs or services.

In no event shall the aggregate liability of Caredove, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Services exceed any amount paid by you for access to the Services during the twelve (12) months prior to the date of any claim, if any.

You hereby agree to defend, indemnify and hold harmless Caredove and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of: (a) your use of the Services; (b) the use of the Services by any person to whom you give access to your account; and (c) the use of the Services by any person whose User Account you administer. 

Caredove will defend, indemnify and hold you harmless from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of any valid claim that the Caredove Platform, Services or any portion of it infringes the intellectual property rights of any third party (for which Caredove agrees it will use commercially reasonable efforts to replace any such portion of the Caredove Platform or Services with other original intellectual property that has similar functionality). For greater certainty, this obligation shall not extend to any loss, damages, liabilities, costs, expenses, claims and proceedings arising in connection with User Content.

12. Termination/Modification of License and Site Offerings

Subject to the terms of any additional agreements or addendums signed by the Parties for Member Services, and notwithstanding any provision of these Terms, Caredove reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services or Content; (c) change, suspend or discontinue any immaterial aspect of the Services or Content; and (d) impose limits on the Services or Content. In these cases, you may request Caredove to retrieve information stored on the services, such as referral information, which may be provided in accordance with applicable laws and Caredove policies.

In addition, we may terminate the access of any Member of a Member Organization upon notice that the Member’s employment has been terminated or there is a change in the status of the Member’s employment with the Member Organization. 

Caredove will provide you with thirty (30) days prior notice of any material change to the functionality of the Services.

Caredove reserves the right to change or modify any of the terms and conditions contained in these Terms (inclusive of the Premium Services Addendum), or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the e-mail address you provide in your Registration Data, if any, or we will post a notice on the Caredove Platform or the Site visible to you the next time you access the Services. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Caredove Platform and the Site, and your continued use of the Services or Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top.  If you do not agree to any amended Terms, you must stop using the Services.  If you have any questions about the Terms, please email us at the contact address below.

13. Communications

Notices that we give you (other than notice of amendment of these Terms, which is discussed in Section 12 above) may be provided in any of the following ways.  First, we may email you at the contact information you provide in your Registration Data, if any.  Second, we may post a notice to you in the Notifications area of the Site.  Third, we may post the notice elsewhere on the Site.  When we post notices on the Site, we post them in the area of the Site suitable to the notice.  It is your responsibility to periodically review the Site for notices.

Subject to the Privacy Policy, if you send to Caredove any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Caredove can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions.  We actively review User Submissions for new ideas.  If you wish to preserve any interest you might have in your User Submissions, you should not post them on the Services or send them to us.

14. Applicable Law and Venue

The Services are controlled by Caredove Inc. and operated by it from its offices in Toronto, Ontario. You and Caredove both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Caredove explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Services or Content; (c) oral or written statements relating to these Terms or to the Services; or (d) the relationships that result from these Terms or the Services or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts).  Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Caredove related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Caredove.  If you have a Claim, you should give written notice to arbitrate at the address specified below.  If we have a Claim, we will give you notice to arbitrate at your address or e-mail address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Caredove and the other Released Parties for your failure to comply with any such laws.

15. Termination of Agreement

You and Caredove may terminate these Terms and your use of the Services at any time. Upon termination of these Terms, you will (a) cease use of all of the Services; and (b) pay any outstanding balance of fees due to us. When your account is terminated, any User Content you have uploaded to the Services may remain on the Services. The license you grant to us in Section 7 therefore survives the termination of this Agreement. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

If these Terms expire or terminate for any reason, Sections 6, 7, 10, 11, 14 and 16, and any representation or warranty you make in these Terms, shall also survive indefinitely.

16. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Caredove may assign any or all of its rights hereunder to any party without your consent.  You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Caredove, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Caredove regarding your use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Caredove regarding your use of the Services. The parties confirm that it is their wish that these Terms, as well as any other documents relating to these Terms, including notices, have been and shall be drawn up in the English language only. 

Les parties reconnaissent avoir convenu que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentés à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soit rédigée en anglais. 

Your use of the Services includes the ability to enter into agreements and/or make transactions electronically. 

YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS. YOUR AGREEMENT AND INTENT TO BE BOUND BY USING ELECTRONIC SUBMISSIONS APPLIES TO ALL TRANSACTIONS YOU ENTER INTO ON THE SERVICES.

Conflicts

Each Schedule, inclusive of the Premium Services Addendum, is automatically deemed to include all the terms and conditions of this Agreement; provided that whenever the provisions of a Schedule expressly conflict with these Terms, the conflicting provisions of the Schedule control and take precedence over the conflicting provisions of these terms and conditions, but only for purposes of the Schedule. Where possible (excluding all circumstances where the provisions in a Schedule are expressly stated to over-ride such terms and conditions), any inconsistency between the provisions of a Schedule and these Terms shall be interpreted as the provision in the Schedule providing for greater detail rather than intending to over-ride the provisions of these terms and conditions.

17. Questions and Comments

If you have any questions regarding these Terms or your use of the Services, please contact us here:

Caredove Inc.

legal@Caredove.com

Addendum

Premium Services Terms

This addendum (the “Addendum”) is intended to supplement the Caredove Terms and Conditions of Use (“Terms”) and govern the delivery of Premium Services pursuant to a Premium Services Agreement. To the extent that this Addendum is not consistent with the Terms, the terms of this Addendum shall apply. Any capitalized terms not otherwise defined in this Addendum shall have the meaning attributed to them in the Terms.

Article 1
Supplemental Definitions

1.1 “Customer” means a Member who has agreed to the terms of a Premium Services Agreement.

1.2 “Deliverables” means all deliverables that Caredove is required under any Premium Services Agreement or Schedule to deliver to the Customer as part of the Premium Services.

1.3 “Fees” means the fees for the Premium Services as more particularly described in a Premium Services Agreement or Schedule.

1.4 “Schedule” means any schedule to this Addendum and shall be defined to include the Premium Services Agreement.

1.5 “Specifications” means the written description of particulars, specifications and performance criteria for the Deliverables that are set out in a Premium Services Agreement.

1.6 Capitalized Terms. Any capitalized terms not otherwise defined in this Addendum shall have the meaning attributed to them in the Terms.

Article 2
Premium Services

2.1 Premium Services. Subject to the execution of a Premium Services Agreement and upon payment of the Fees, the Customer shall receive Premium Services as may be more particularly described in a Premium Services Agreement or Schedule.

2.2 Performance. Caredove shall perform the Premium Services in accordance with this Addendum and the applicable Schedule(s), and in a timely, diligent and professional manner.

Article 3
Fees And Payments

3.1 Fees. The Fees charged for the Premium Services shall be more particularly described in a Premium Services Agreement or Schedule. Caredove reserves the right to amend the Fees for existing Customers upon providing such Customer with thirty (30) days prior written notice. Fees will be paid in advance for the Term specified in the applicable Premium Services Agreement. Caredove will not refund any Fees paid for Premium Services. 

3.2 Invoices and Payments. Unless otherwise indicated on a Schedule, Caredove shall invoice the Customer for the Premium Services to be provided under a Premium Services Agreement in accordance with the applicable Premium Services Agreement, and the Customer shall pay such invoices within thirty (30) days of receipt (or such other time as is specified in a Schedule). All payments shall be made to Caredove prior to the start of the Term. A Premium Services Agreement may also indicate set-up, monthly or annual fees for certain Premium Services. Taxes shall be identified and shown as separate items on each invoice.  Late payments are subject to interest in the amount of 1.5% per month on overdue amounts and interest thereon. 

3.3 Expenses. In the event that a Premium Services Agreement provides for the payment by the Customer of any travel, accommodation, transportation and other incidental expenses which are incurred by Caredove while performing its obligations with respect to that Premium Services Agreement, the Customer shall pay such expenses after Member receives an invoice therefor. 

3.4 Taxes. The Customer is responsible for all sales, use, consumption, value added, goods and services and similar taxes which are based upon its acquisition or use of the Premium Services to be provided under this Addendum or a Schedule.

Article 4
Representations And Warranties

4.1 Representations and Warranties of Member. The Customer represents and warrants that its use of the Premium Services will be consistent with this Addendum, the Terms, any licenses provided and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

Article 5
Termination

5.1 Term. The term of this Addendum (“Term”) shall be specified in a Premium Services Agreement, and such Term shall automatically renew for successive equivalent terms (“Renewal Terms”) unless terminated in accordance with the terms of this Addendum. 

5.2 Termination for Convenience. Subject to the terms of an applicable Premium Services Agreement, either Party may terminate this Addendum and the Premium Services provided pursuant to the terms of the Premium Services Agreement for any reason by giving thirty (30) days written notice to the other Party prior to the expiry of the then current Term or Renewal Term.

5.3 Insolvency. Either Party may immediately upon written notice terminate a Premium Services Agreement in the event the other Party (i) suspends or ceases conducting business in the normal course, (ii) becomes insolvent, (iii) makes a general assignment for the benefit of creditors, (iv) suffers or permits the appointment of a receiver, receiver and manager, or interim receiver, for its business or assets, (v) avails itself of, or becomes subject to, any proceedings under any other statute of any federal government, province or state relating to bankruptcy, insolvency, reorganization, moratorium, arrangement of debt or the protection of rights of creditors, or (vi) makes any proposal, arrangement or compromise with its creditors under applicable bankruptcy or insolvency legislation. 

5.4 Breach. Either Party may immediately upon written notice terminate a Premium Services Agreement in the event the other Party fails in any material respect to perform its obligations under this Addendum or any Schedule and the failure continues for a period of ten (10) days after the other Party receives written notice of the failure.  If the breach is corrected within the applicable notice period, this Addendum continues in full force and effect, without limitation of any right to damages resulting from the breach. 

5.5 Termination Obligations. Upon termination of this Addendum or any Schedule for any reason, the Member shall pay any fees for Services that are outstanding. If necessary, Caredove, in its sole discretion, shall prorate the value of the Services and invoice the Member on the basis of the percentage of the Services outlined in the applicable Schedule(s) that have been completed. In addition, each Party shall promptly deliver to the other all papers, databases, documents, software programs, and other tangible items (including all copies) constituting the other Party’s Confidential Information in its possession or under its control, or on request destroy such materials and certify that it has done so.

Article 6
General

6.1 Unforeseen Circumstances.  Except as expressly provided otherwise in this Addendum, dates and times by which the Customer or Caredove is required to perform under this Addendum or a Schedule (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Customer or Caredove, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a Party).  The following events are deemed to be outside of a Party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis.  The Parties agree that an event shall not be considered to be beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Schedule would have put in place contingency plans to either materially mitigate or negate the effects of such event.  A Party seeking to rely on this Section must (i) notify the other Party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other Party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.  The provisions of this section do not preclude Member from terminating a Schedule, if the delay is experienced by Caredove and extends for more than thirty (30) days.

6.2 Survival. Any terms and conditions of this Addendum which by their nature extend beyond the termination of this Addendum shall survive such termination. 

6.3 Independent Contractors. Each Party’s relationship with the other Party will be that of an independent contractor. Nothing in this Addendum is to be construed as designating either Party as an agent, employee, joint venture or partner of the other Party. 

6.4 Counterparts. This Addendum and any Schedule may be executed in counterparts, each of which is deemed to be an original and all of which together are deemed to be one and the same instrument. The delivery of a facsimile or electronic copy of an executed counterpart of this Addendum shall be deemed to be valid execution and delivery of this Addendum, but the Party delivering a facsimile or electronic copy shall deliver an original copy of this Addendum as soon as possible after delivery of the facsimile or electronic copy.