Terms of Service

Effective: March 11, 2025

AGREEMENT TO OUR LEGAL TERMS

We are Quilt Technologies Ltd, doing business as CareQuilt, a corporation incorporated under the laws of Canada, with its head office in Ottawa, Ontario.

CareQuilt is a platform to help families find, book, and manage private senior care. By using the CareQuilt Service to offer caregiver services or to find and retain a caregiver you agree to the following Terms of Service (the “Terms”).

1.             Acceptance of Terms; Modifications.

1.1          These Terms are a binding legal agreement between you and Quilt Technologies Inc. (o/a CareQuilt), a company federally incorporated under the laws of Canada with a registered office at 19 Woodlawn Ave, Ottawa, ON, Canada (“CareQuilt,” “we,” “us,” and “our”). The Terms govern your use of our software applications, resources, and services for seniors and caregivers to find each other, communicate with each other, and arrange for the provision of senior care services, and any other services or products we may offer from time to time (collectively, the “CareQuilt Service”). The Terms govern all use of the CareQuilt Service, whether you access it from our website at www.carequilt.ca (including any subdomain or localized version) (the “Site”), our mobile applications and mobile websites, our online or phone support offerings, or any other access point we make available to you. These Terms expressly supersede prior agreements or arrangements with you and CareQuilt and/or any affiliates of CareQuilt regarding the provision of the CareQuilt Service.

BY AGREEING TO THESE TERMS DURING THE ACCOUNT SIGN-UP PROCESS OR ACCESSING OR USING THE CAREQUILT SERVICE WITHOUT AN ACCOUNT, YOU ACCEPT THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHOULD NOT ACCEPT THEM, IN WHICH CASE YOU DO NOT HAVE THE RIGHT TO USE THE CAREQUILT SERVICE.

IF YOU ARE AN AGENT OR EMPLOYEE OF A SERVICE PROVIDER THEN YOU HEREBY REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THESE TERMS IS DULY AUTHORIZED TO DO SO ON SERVICE PROVIDER’S BEHALF AND TO BIND THE SERVICE PROVIDER, AND (II) THE SERVICE PROVIDER HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

1.2          You understand and agree that we may change the Terms from time to time, and that any such changes will be effective when we send you an email, post the modified Terms on the Site and/or give notice of such modified Terms via the CareQuilt Service, unless otherwise required by applicable law. Unless CareQuilt indicates otherwise in its notice (if applicable), the amendments will be effective immediately upon posting of such updated Terms at this location or on the CareQuilt Service. Your continued access and use of the CareQuilt Service after we post the modified Terms will constitute your consent to be bound by the modified Terms. If you do not agree to the amended Terms, you must stop accessing and using the CareQuilt Service.

2.             Registration; Account Security.

In order to use the CareQuilt Service, you will be required to create a CareQuilt Service account (an “Account”), which will include a username, password, and user profile. Account registration also requires you to submit to CareQuilt certain personal information, such as your name, address, mobile phone number, and age, and, in the case of Clients, at least one valid payment method (either a credit card or accepted payment partner). If you elect to use the CareQuilt Service, you agree to provide accurate information about yourself and keep this information up-to-date, (including, for example, in the event you deactivate a mobile phone number provided to us, you agree to update your CareQuilt Account information promptly to ensure that messages are not sent to the person who acquires your old number). Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the CareQuilt Service. You agree not to impersonate anyone else and not to maintain more than one account (or, if CareQuilt suspends or terminates your Account, not to create additional accounts). You are responsible for maintaining the confidentiality of your username and password for the CareQuilt Service and are responsible for all activity under your Account. You agree to notify us promptly of any unauthorized use of your Account.

3.             The CareQuilt Service.

3.1          Provision of Access. Subject to and conditioned on your payment of the applicable fees and compliance with all other terms and conditions of these Terms, CareQuilt hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the CareQuilt Service during the term hereof in accordance with the terms and conditions herein.

3.2          Documentation License. Subject to the terms and conditions contained in these Terms, CareQuilt hereby grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the term hereof in connection with your use of the CareQuilt Service.

3.3          Restrictions. You may not: (i) remove any copyright, trade mark or other proprietary notices from any portion of the CareQuilt Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the CareQuilt Service except as expressly permitted by CareQuilt; (iii) decompile, reverse engineer or disassemble the CareQuilt Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the CareQuilt Service or Site; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the CareQuilt Service (including the Site), or unduly burdening or hindering the operation and/or functionality of any aspect of the CareQuilt Service; or (vi) attempt to gain unauthorised access to or impair any aspect of the CareQuilt  Service or its related systems or networks.

3.4          Nature of the CareQuilt Service. The CareQuilt Service consists of a Web application, mobile applications, and other related tools, support, and services that seniors, families of seniors and providers of senior care-related services (“Service Providers”) can use to find, communicate with, interact with each other and manage services. The CareQuilt Service includes our support services, educational materials for Service Providers, payment services, and other services. We charge Service Fees for some aspects of the CareQuilt Service, as described below in Section 10.

3.5          CareQuilt does not provide Senior Care Services. The CareQuilt Service is a neutral venue for Service Providers and seniors or their families (“Clients”). CareQuilt is not a Service Provider and, except for phone support and other resources and support specifically described in the CareQuilt Service, does not provide senior care services directly. We make no warranties about the quality of companionship, senior sitting, or other services provided by Service Providers (“Senior Care Services”), or about your interactions and dealings with other users. Service Providers listed on the CareQuilt Service are not under the direction or control of CareQuilt, and Service Providers determine at their own discretion how to provide Senior Care Services. Though we provide general guidance on our Site to Service Providers about safety and senior care and to Clients about selecting and engaging Service Providers, CareQuilt does not employ, recommend, or endorse Service Providers or Clients, and, to the maximum extent permitted by applicable law, we will not be responsible or liable for the performance or conduct of Service Providers or Clients, whether online or in person. We conduct an initial review of Service Provider profiles and we facilitate Background Checks or Identity Verifications (each as described in Section 11, below) on Service Providers conducted by a third party, but, except where explicitly specified in the CareQuilt Service (and then only to the extent specified), do not perform additional screening of Service Providers or Clients. You should exercise caution and use your independent judgment before engaging a Service Provider, providing Senior Care Services, or otherwise interacting with users via the CareQuilt Service. Clients and Service Providers are solely responsible for making decisions that are in the best interests of themselves and their loved ones. For example, each user of the CareQuilt Service is responsible for keeping current their own senior’s healthcare records, and we will have no liability for anyone’s failure to maintain accurate and up-to-date records.

3.6          Transactions are between Clients and Service Providers. The CareQuilt Service may be used to find and/or offer Senior Care Services and to facilitate payment, but all transactions conducted via the CareQuilt Service are between Clients and Service Providers. Except for the limited refunds described herein, you agree that CareQuilt has no liability for damages associated with Senior Care Services (which may include bodily injury to, or death of, a senior) or resulting from any other transactions between users of the CareQuilt Service.

3.7          Bookings. Clients and Service Providers transact with each other on the CareQuilt Service when they both agree to a “booking” that specifies the Service Provider Fees, time period, cancellation policy, and other terms for the provision of Senior Care Services via the booking mechanism provided on the CareQuilt Service (each, a “Booking”). A Booking may be initiated by either a Service Provider or a Client by selecting the type(s) of Senior Care Services to be provided and then following the prompts that appear on-screen. If you are a Client and you initiate a Booking, you agree to pay for the Senior Care Services described in the Booking. If you are a Client and a Service Provider initiates a Booking, you agree to pay for the Senior Care Services described in the Booking when you click “Pay Now.” [1] All requests are subject to acceptance by the receiving party. The receiving party is not obligated to accept your (or any) request and may, at their discretion, decline for any reason. Once you complete a Booking, you agree to honor the price and other terms of that Booking, as acknowledged in the Booking confirmation.

3.8          Clients are Solely Responsible for Evaluating Service Providers. Clients are solely responsible for evaluating the suitability of Service Providers for the services they offer to provide. Please see the Documentation for guidance about making informed decisions about engaging Service Providers. Though CareQuilt performs a limited review of Service Provider profiles and facilitates Service Provider Background Checks or Identity Verifications conducted by a third party, any such screening is limited, and CareQuilt does not warrant that any such screen is accurate, complete, conclusive, or up-to-date. Similarly, CareQuilt does not endorse reviews of Service Providers by other Clients that may be available via the CareQuilt Service, and CareQuilt makes no commitments that such reviews are accurate or legitimate.

3.9          Emergencies. We recommend that Clients give their Service Providers contact information where they can be reached in the event medical care for a senior becomes necessary. Service Providers agree to immediately contact Clients in the event such care becomes necessary or, if the Client is not available, to contact CareQuilt at the applicable telephone number or email address listed in the table at the end of these Terms. If you are a Client, you hereby authorize your Service Provider and CareQuilt to obtain and authorize the provision of medical care for your senior if you cannot be reached to authorize care yourself in an emergency situation. In such a case, you also authorize your senior’s healthcare provider(s) to release your senior’s medical records to CareQuilt. If your Service Provider reaches you with a request to authorize medical care for your senior and you refuse, you release the Service Provider and CareQuilt from any liability arising from failure to seek such care. Clients are responsible for the costs of any such medical treatment for seniors and, if you are a Client, you hereby authorize CareQuilt to charge your credit card or other payment method for such costs.

3.10        Consultation Services. CareQuilt may offer Clients and Service Providers phone, chat, or email consultation services from a third party to provide an educational resource for decisions you make about your own seniors or seniors in your care. These consultation services are provided by a third party and are not a part of the CareQuilt Service. If you use these third-party consultation services, you should use them only in conjunction with, and not as a substitute for, professional medical care. You agree to resort solely to the applicable third-party consultation service in the event of any claims arising from their services.

3.11        Google Maps. Use of the CareQuilt Service requires the use of Google Maps®  features and content, which are subject to the current (1) Google Maps/Google Earth Additional Terms of Service (including the Acceptable Use Policy); and (2) Google Privacy Policy (collectively, the "Google Terms"). By using the CareQuilt Service, you acknowledge and agree to the Google Terms as they apply to you (e.g., as an "End User"). Any unauthorized use of the Google Maps features and content may result in your suspension or termination from the CareQuilt Service.

4.             Certification of Compliance with Applicable Law.

4.1          Certification. By accessing and using the CareQuilt Service, you certify that you: (1) are at least 18 years of age or the age of majority in your jurisdiction, whichever is higher, and (2) will comply with all laws and regulations applicable to your activities conducted through, or related to, the CareQuilt Service. For Clients, this means, among other things, that you will ensure that your seniors are properly cared for, have necessary medical treatments, and maintain any mandatory insurance policies concerning the seniors whose care you entrust to Service Providers (and that such policies will benefit third parties, including Service Providers, to the same extent they benefit you). For Service Providers, this means, among other things, that you certify that you are legally eligible to provide Senior Care Services in the jurisdiction where you provide Senior Care Services; that you have complied and will comply with all laws and regulations that are applicable to you; that you have obtained all the training, certifications, vulnerable sector checks, licenses, professional liability insurance, tax registrations, and permits necessary to provide Senior Care Services legally; and that, when providing Senior Care Services, you will comply with applicable laws.

4.2          Acknowledgement. You acknowledge that CareQuilt is entitled to rely on these certifications from you, is not responsible for ensuring that all users have complied with applicable laws and regulations, and will not be liable for a user’s failure to do so.

5.             User Requirements and Conduct; Suspension.

5.1          Your Conduct on the CareQuilt Service. When you use the CareQuilt Service, you agree:

(a)           To use the CareQuilt Service only in a lawful manner and only for its intended purposes.

(b)           Not to use the CareQuilt Service to arrange for the care of: (a) individuals with needs beyond the scope of services offered through CareQuilt; (b) any individual whose care is prohibited under applicable law; or (c) any individual who poses a danger to the Service Provider.

(c)           Not to submit viruses or other malicious code to or through the CareQuilt Service.

(d)           Not to use the CareQuilt Service, or engage with other users of the CareQuilt Service, for purposes that violate the law.

(e)           Not to use the CareQuilt Service to arrange for the provision and purchase of services with another user, then complete transactions for those services outside of the CareQuilt Service.

(f)            Not to use the CareQuilt Service for purposes of competing with CareQuilt or to promote other products or services.

(g)           Not to post reviews that aren’t based on your personal experience, that are intentionally inaccurate or misleading, or that violate these Terms.

(h)           Not to post content or materials that are pornographic, threatening, harassing, abusive, or defamatory, or that contain nudity or graphic violence, incite violence, violate intellectual property rights, or violate the law or the legal rights (for example, privacy rights) of others.

(i)            Not to post “spam” or other unauthorized commercial communications.

(j)            To use the CareQuilt Service only for your own purposes, and not to impersonate any other person.

(k)           Not to transfer or authorize the use of your Account for the CareQuilt Service by any other person, or to engage in fraudulent transactions.

(l)            Not to use any promotional credits or rewards in a manner inconsistent with the spirit and purpose of the program, including, without limitation, using promotional credits or rewards to create Bookings within the same household or with someone with whom you share a senior.

(m)          Not to provide false information in your profile on, or registration for, the CareQuilt Service, or to create multiple or duplicate accounts.

(n)           Not to interfere with our provision of, or any other user’s use of, the CareQuilt Service.

(o)           Not to solicit another user’s username or password for the CareQuilt Service or any other sensitive personal information, including bank details.

5.2          Suspension and Termination. You understand and agree that we have no obligation to provide the CareQuilt Service in any specific location or territory, nor to continue providing it once we have begun. We reserve the right to suspend or terminate your access to the CareQuilt Service: (a) upon 10 days’ written notice to you of a material breach, if such breach remains uncured at the expiration of such period, (b) if, in our discretion, your conduct on the Site or CareQuilt Service is inappropriate, unsafe, dishonest, or in breach of these terms; or (c) immediately, if necessary, in our discretion, to protect CareQuilt, its users, seniors, or the public. You may suspend or terminate your use of the CareQuilt Service at any time and for any reason. If you wish to deactivate your Account, please contact CareQuilt. Note that if you have any outstanding payment obligations, those will survive the suspension or termination of your Account.

6.             Confidential Information.

From time to time, CareQuilt or you may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

7.             Privacy.

Our collection and use of your personal information on the CareQuilt Service is described in our Privacy Policy. By accessing or using the CareQuilt Service, you acknowledge that you have read and understand the Privacy Policy.

8.             Your Content.

8.1          Your Content. We may require or allow you (or someone else on your behalf) to submit or upload text, photographs, images, videos, reviews, information, and materials to your profile on the CareQuilt Service or otherwise in connection with using the CareQuilt Service and/or participating in promotional campaigns we conduct on the Site (collectively, “Your Content”). For example, Service Providers are invited to create a profile page with a photograph and other information and to transmit photos or updates of the seniors under their care to Clients, while Clients may submit reviews of Service Providers.

8.2          License. Except for the limitations on our use and disclosure of personal information described in our Privacy Policy, to the maximum extent and duration permitted under any applicable law, you grant CareQuilt an irrevocable, perpetual, non-exclusive, fully paid worldwide license to use, copy, perform, publicly display, reproduce, adapt, modify, transmit, broadcast, prepare derivative works of, and/or distribute Your Content in connection with providing and/or promoting the CareQuilt Service, and to sublicense these rights to third parties.

8.3          Release. If your name, voice, image, persona, likeness, or performance is included in any of Your Content, you hereby waive, and release CareQuilt and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Your Content in accordance with the license in Section 8.2 and the other provisions of these Terms.

8.4          Your Representations and Warranties about Your Content. You represent and warrant that (1) you are the owner or licensor of Your Content, and that you have all rights, consents, and permissions necessary to grant the license in Section 8.2 and provide the release in Section 8.3 with respect to Your Content; (2) that you have any necessary consents and releases from individuals who appear in Your Content; and (3) Your Content does not violate the law or these Terms.

8.5          Right to Remove or Screen Your Content. Though we are not obligated to do so, we reserve the right to monitor, screen, edit, and/or remove Your Content on the CareQuilt Service. Our enforcement of these Terms with respect to Your Content is at our discretion, and failure to enforce the Terms in one instance does not create a waiver of our right to enforce them in another instance. We have no obligation to retain or provide you with copies of Your Content, nor will we have any liability to you for any deletion, disclosure, loss, or modification to Your Content. It is your sole responsibility to maintain backup copies of Your Content.

8.6          Reviews. The CareQuilt Service may provide the ability to leave public and/or private reviews of users or their seniors. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and our Privacy Policy and that CareQuilt has no obligation to preserve or indefinitely store any reviews. We have no obligation to provide you with the content of any reviews about you submitted by other users of the CareQuilt Service, whether before or after deactivation of your account for the CareQuilt Service. We will have no liability to you for any deletion, disclosure, loss, or modification of these reviews. We reserve the right to screen, edit, or remove these reviews from the CareQuilt Service at any time.

9.             Commercial Electronic Messages.

By creating an Account, you agree that CareQuilt or its affiliates may send you commercial electronic messages containing service related information (including technical notices, updates, security alerts, and support and administrative messages) by autodialed, prerecorded, or artificial voice calls or SMS, text messages, email, messaging platforms (such as WhatsApp), and other electronic means, at any phone number or email address you provide in connection with your Account, as part of the normal business operation of your use of the CareQuilt Service and to send you marketing and promotional messages about any of CareQuilt’s products or services. Where it may be impracticable (including for push notifications) to include an unsubscribe mechanism in certain commercial electronic messages, you may opt-out of receiving commercial electronic messages from CareQuilt at any time. You also acknowledge that opting out of receiving electronic messages may impact your use of the CareQuilt Service.

10.          Fees and Payment Terms.

10.1        Currency. All fees, deductible amounts, and other payments referenced on, or charged through, the CareQuilt Service are listed and payable in local currency.

10.2        Service Provider Fees.

(a)           Clients may purchase Senior Care Services from a Service Provider by completing a Booking as described in Section 3.7. If you are a Client, you enter into a transaction with the Service Provider when you accept a Booking, and you agree to pay the Service Provider’s fee (the “Service Provider Fee”) indicated in the Booking, which includes Service Fees payable to CareQuilt. For Service Providers who have provided a valid GST/HST number, the Service Provider Fees charged will be exclusive of applicable GST/HST.[2] 

(b)           Service Providers may agree to provide Senior Care Services to a Client by agreeing to a Booking as described in Section 3.7. If you are a Service Provider, you must confirm the Booking before it expires, or the Client will have no obligation to complete the transaction. Once the Booking is completed by both parties, you agree to honour the Service Provider Fee set forth in your Booking. CareQuilt’s role is to facilitate the transaction. We will (either directly or indirectly through an authorized third party) collect payment from the Client at the time of Booking and (except to the extent of any payment hold pursuant to Section 10.6) initiate payment to the Service Provider’s account each Monday for all Bookings completed in the prior week, less the applicable Service Fees.

10.3        CareQuilt Service Fees.

(a)           We charge service fees (“Service Fees”) for some aspects of the CareQuilt Service. If you are a Service Provider, except where otherwise specified via the CareQuilt Service, our Service Fee is calculated as a percentage of the Service Provider Fees a Client agrees to pay to you in a Booking and is collected from each Booking.

(b)           When you sign up to be a Service Provider, you may be charged a non-refundable profile review fee.

10.4        Additional Charges. If you are a Client, you acknowledge and agree that if you keep a Service Provider beyond the service period agreed in a Booking, you will be charged for additional service time (pro rata for each partial additional hour) at the daily rate established in the Booking. In addition, you agree to indemnify CareQuilt for, and agree that we may charge your credit card or other payment method for, any additional costs and expenses we or the Service Provider incur as a result of your failure to retrieve your senior at the end of the service period agreed in a Booking.

10.5        Cancellations and Refunds.

(a)           Cancellations by Service Provider. If a Service Provider cancels a Booking prior to or during the service period identified in the Booking, we will refund the Service Provider Fees paid by the Client for Senior Care Services not provided if they were already paid, as well as any Service Fee paid to CareQuilt. If you are a Service Provider, you can appoint a substitute Service Provider (as agreed by the Client and so long as the substitute has an active account on the CareQuilt Service and has agreed in writing to accept a Booking) by contacting CareQuilt to modify the Booking. If you do not find a substitute and repeatedly cancel accepted Bookings without justification, CareQuilt will deactivate your Account.

(b)           Reservation Cancellation Assistance. CareQuilt will use commercially reasonable efforts to help you find replacement Service Providers when Service Providers cancel Bookings near the start date of the service period identified in the Booking. We cannot guarantee availability for supplementary caregivers for last minute bookings, but we will use commercially reasonable efforts to find a replacement.

(c)           Cancellations by Client. If a Client cancels a Booking prior to or during the service period specified in a Booking, we will refund the Service Provider Fees and related Service Fees in accordance with the cancellation policy selected by the Service Provider on the CareQuilt Service. All Service Providers are required to select a cancellation policy prior to completing a Booking so that Clients are aware of the cancellation policy before Booking.

(d)           General Terms for Cancellations. If you wish to cancel a Booking, you should use the mechanisms available through the CareQuilt Service to do so. For purposes of the policies and terms in this Section 10.5, the date of cancellation is the date that a user cancels through the CareQuilt Service, regardless of any separate communications between users outside of the CareQuilt Service.

(e)           Payment Disputes. Payment Outside of the CareQuilt Service. CareQuilt initiates payments to Service Providers after completion of a Booking. Once these amounts have been disbursed, any further payment disputes are between the Client and Service Provider, and CareQuilt has no obligation to mediate or facilitate any resolution. Further, CareQuilt has no responsibility or liability with respect to any tips, bonuses, or other payments made outside of the CareQuilt Service.

(f)            Discretionary Refunds for Failure to Perform. In our reasonable discretion, if we determine that a Service Provider has failed to provide Senior Care Services as agreed with the Client or is otherwise in breach of these Terms, then we may cancel a Booking and/or issue a full or partial refund to a Client.

10.6        Payment Holds. If you are a Service Provider, CareQuilt reserves the right to issue a hold on amounts otherwise payable to you pursuant to Section 10.2(b) if there is a reasonable suspicion of fraudulent activity involving your Account or for other similarly compelling reasons involving the protection of CareQuilt, the CareQuilt community, or third-party rights. We may also recommend that third-party payment service providers restrict your access to funds in your account under the foregoing circumstances.

10.7        Authorization to Charge. When you, as a Client, pay for Senior Care Services or for other services on the CareQuilt Service, you will be required to provide us with valid, up-to-date credit card or other payment information and to maintain that payment information (or an acceptable alternative payment method) on file with your Account so long as you have any outstanding, confirmed Bookings. CareQuilt’s role is to facilitate payments from Clients to Service Providers as a limited payment agent for the Service Provider. You authorize us to charge your credit card or other payment method for fees you incur on the CareQuilt Service as they become due and payable, and to charge any alternative payment method CareQuilt has on record for you in the event your primary payment method is expired, invalid, or otherwise not able to be charged. You are responsible for maintaining up-to-date payment information. If we cannot charge you for Service Provider Fees when due because your payment information is no longer valid, or if we do not receive your payment when due, then you understand that neither CareQuilt nor the Service Provider will be responsible for any failure to provide services associated with such fees. Except as expressly provided in these Terms, all Service Provider Fees paid via the CareQuilt Service are non-refundable once paid.

10.8        Taxes. Except for taxes on CareQuilt’s income and gross receipts or where CareQuilt is otherwise required to collect taxes, you acknowledge that you are solely responsible for paying any applicable taxes that arise as a result of your purchase, provision, or use of Senior Care Services via the CareQuilt Service. This includes, without limitation, any form of sales tax, GST/HST, or income tax on Service Provider Fees paid or received by you through the CareQuilt Service. In certain jurisdictions, CareQuilt may be required by law to collect and/or report tax information about you. You agree to provide us with documentation that we determine to be necessary for us to fulfill those obligations and, if you fail to do so, that CareQuilt may suspend or deactivate your Account until such documentation is provided.

10.9        Payment Processing. Payment processing services may be provided by one or more third-party payment processors. Payment processing provided by Stripe is subject to the Stripe Services Agreement, and, if you are receiving payments via the CareQuilt Service, the Stripe Connected Account Agreement (collectively, the “Stripe Terms”). To use the CareQuilt Service to receive payment, you may be required to set up a Stripe account and accept the Stripe Terms. You authorize CareQuilt to obtain all necessary access to, and perform all necessary activity on (including requesting refunds where appropriate), your Stripe Connected Account to facilitate payment related to Senior Care Services you purchase or provide. You further agree to provide accurate and complete information about you and your business and authorize CareQuilt to share it and transaction information with Stripe for facilitating the payment processing services provided by Stripe. CareQuilt reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.

11.          Background Checks and Identity Verifications.

11.1        CareQuilt provides personal identification verification services (“Identity Verification”) and conducts criminal records checks and confirms education degrees or certificates  (“Background Checks”) on all Service Providers. We do not independently verify information in the Background Checks or Identity Verifications.

11.2        By undergoing a Background Check or Identity Verification via the CareQuilt Service, you hereby authorize and consent to the collection, use, and disclosure of the information in the Background Check or Identity Verification, and you agree to provide complete and accurate information for your Background Check or Identity Verification.

11.3        You understand and agree that CareQuilt may review and rely on the information in the Background Check or Identity Verification in deciding whether to suspend or terminate or investigate a complaint about a Service Provider or Client, but also that we are not obligated to do so, and are not responsible or liable in any way in the event that any information in any Background Check or Identity Verification is not accurate, timely, or complete. You may contact CareQuilt to dispute a decision to suspend or terminate your Account that is based in whole or in part on the results of the Background Check. CareQuilt reserves the right to suspend or terminate your access to the CareQuilt Service based on information in the Background Check or Identity Verification or for any other violation of these terms, as permitted by applicable law.

11.4        Except as otherwise expressly provided in these Terms or through the CareQuilt Service, CareQuilt may, but is not obligated to, re-run Background Checks on any Service Providers. Background Checks may also vary by type, breadth, and depth, and the results may exclude the following:

(a)           Jurisdictions where the individual has no address history.

(b)           Information not available (or which is delayed in being reported) in particular jurisdictions, which could include arrest logs and records, sex offender history, and motor vehicle records.

(c)           Information that may not be reported or may not appear in the public record, such as juvenile records and expunged convictions.

(d)           Arrests or convictions in foreign countries.

(e)           Civil records or traffic violations, unless a jurisdiction reports them as criminal offenses.

(f)            Records that Background Check agencies are prohibited from reporting due to federal, provincial, or local laws, for example, arrests not resulting in convictions.

(g)           Any other information not reported by third-party Background Check agencies.

11.5        You should always exercise caution and use your independent judgment before engaging a Service Provider, providing Senior Care Services, or otherwise interacting with users via the CareQuilt Service. Background Checks or Identity Verification are not a substitute for conducting thorough interviews (such as during meet-and-greets) and independently evaluating and inquiring into the individual you engage with.

12.          Third-Party Services, Links.

The CareQuilt Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (a) the availability or accuracy of such websites or resources; or (b) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement of such websites or resources, or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risks arising from your use of any such websites or resources.

13.          Indemnity.

TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD CAREQUILT HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, EXPENSES, DAMAGES, AND/OR LIABILITIES, INCLUDING REASONABLE LEGAL FEES, DISBURSEMENTS AND COURT COSTS, THAT ARE IN ANY WAY RELATED TO YOUR: (1) TRANSACTIONS AND INTERACTIONS, ONLINE OR OFFLINE, WITH OTHER USERS OF THE CAREQUILT SERVICE; (2) BREACH OF THESE TERMS; (3) DISPUTES WITH OTHER USERS OF THE CAREQUILT SERVICE; (4) YOUR MISSTATEMENTS, MISREPRESENTATIONS, OR VIOLATION OF APPLICABLE LAW; (5) PROPERTY DAMAGE OR PERSONAL INJURY TO THIRD PARTIES CAUSED BY YOUR SENIOR OR SENIORS IN YOUR CARE; (6) CAREQUILT’S USE OF YOUR CONTENT; OR (7) YOUR USE OF ANY BACKGROUND CHECK OR IDENTITY VERIFICATION INFORMATION IN VIOLATION OF ANY APPLICABLE LAW. YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR ADVANCE WRITTEN CONSENT.

14.          Intellectual Property.

14.1        CareQuilt Service. CareQuilt and its licensors retain all rights, title, and interest in and to the CareQuilt Service, the technology and software used to provide it, all electronic documentation and content available through the CareQuilt Service (other than Your Content), and all intellectual property and proprietary rights in the CareQuilt Service and such technology, software, documentation, and content. Except for your rights to access and use the CareQuilt Service set forth in these Terms, nothing in these Terms licenses or conveys any of our intellectual property or proprietary rights to anyone, including you. You agree that we will have a perpetual right to use and incorporate into the CareQuilt Service any feedback or suggestions for improvement that you provide to us concerning the CareQuilt Service, without any obligation of compensation.

14.2        Usage Data. Notwithstanding anything to the contrary in this Agreement, you acknowledge that the CareQuilt Service may provide Usage Data (as hereinafter defined) to CareQuilt and CareQuilt may monitor your use of the CareQuilt Service and collect and compile aggregated and anonymized data, information, analytics and diagnostic statistics relating to the provision and operation, and your use, of the CareQuilt Service (“Usage Data”). As between CareQuilt and you, all right, title, and interest in Usage Data, including all intellectual property rights therein, belong to and are retained solely by CareQuilt. CareQuilt may use Usage Data to support (including to improve) the CareQuilt Service, develop new products and services, and for any other business purpose, provided that the Usage Data does not contain any personal information or other user identifier and is not associated with you.

14.3        CareQuilt Trademarks. CareQuilt owns all rights in and to its trademarks, service marks, brand names, and logos (the “CareQuilt Marks”). If you are a Service Provider, subject to these Terms, CareQuilt grants you, for so long as you are in good standing on the CareQuilt Service, a limited, revocable, non-exclusive, non-transferable license to use the CareQuilt Marks solely: (a) in the form incorporated into goods, including customizable marketing collateral (promo cards, signage, etc.), if any, made available for purchase via the CareQuilt Store and/or (b) in other manners, solely to the extent specifically authorized in writing via the CareQuilt Service. As a condition of your use of the CareQuilt Service and the foregoing license, you agree that (1) you have no ownership rights in the CareQuilt Marks and all goodwill associated with your use of the CareQuilt Marks inures solely to the benefit of CareQuilt, (2) such license immediately terminates upon your ceasing to be a Service Provider in good standing, whether at your own option or because CareQuilt suspends or terminates your rights to use the CareQuilt Service, (3) CareQuilt may terminate your right to use any and all CareQuilt Marks at any time for any or no reason in CareQuilt’s sole discretion, and (4) you will not adopt or use any CareQuilt Marks other than as explicitly authorized by CareQuilt, and you will not use, register, or apply to register the CareQuilt Marks, the term CAREQUILT, or any other term that includes the term CAREQUILT, or any other similar term, as a business name, trade name, trademark, domain name, social media profile name, or any other indicator of source.

15.          Warranty Disclaimer for the CareQuilt Service.

THE CAREQUILT SERVICE, INCLUDING ALL INFORMATION AND MATERIALS FOUND ON THE SITE AND IN THE CAREQUILT SERVICE, INCLUDING TEXT, GRAPHICS, INFORMATION, LINKS, OR OTHER ITEMS, ARE PROVIDED "AS IS" AND "AS AVAILABLE."

REVIEWS, PROFILES, ADVICE, OPINIONS, STATEMENTS, OFFERS, OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE CAREQUILT SERVICE, BUT NOT DIRECTLY BY CAREQUILT, ARE THOSE OF THEIR RESPECTIVE AUTHORS, WHO ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAREQUILT DOES NOT: (1) WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF INFORMATION AND MATERIALS ON THE SITE OR PROVIDED AS PART OF THE CAREQUILT SERVICE; (2) ADOPT, ENDORSE, OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN CAREQUILT; (3) WARRANT THAT YOUR USE OF THE SITE AND THE CAREQUILT SERVICE WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SITE OR THE CAREQUILT SERVICE WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CAREQUILT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE AND THE CAREQUILT SERVICE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. IN ADDITION AND WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY SERVICE PROVIDER THAT OFFERS SENIOR CARE SERVICES VIA THE CAREQUILT SERVICE.

16.          Limitation of Liability.

16.1        Exclusion of Certain Types of Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL CAREQUILT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING TRAVEL EXPENSES, OR FOR ANY BUSINESS LOSSES, OR LOSS OF PROFIT, REVENUE, CONTRACTS, DATA, GOODWILL, OR OTHER SIMILAR LOSSES OR EXPENSES THAT ARISE OUT OF OR RELATE TO THE USE OF OR INABILITY TO USE THE CAREQUILT SERVICE, INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO ANY INFORMATION RECEIVED FROM THE CAREQUILT SERVICE, REMOVAL OF YOUR PROFILE INFORMATION OR REVIEW (OR OTHER CONTENT) FROM THE CAREQUILT SERVICE, ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO THE CAREQUILT SERVICE, OR ANY FAILURE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OF THE CAREQUILT SERVICE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES, LOSSES, OR EXPENSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

16.2        Limit on Our Liability to You. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL CAREQUILT’S AGGREGATE LIABILITY TO YOU IN ANY MATTER ARISING FROM OR RELATING TO THE CAREQUILT SERVICE OR THESE TERMS EXCEED THE AMOUNTS PAID BY YOU TO CAREQUILT (SPECIFICALLY EXCLUDING AMOUNTS PAID TO SERVICE PROVIDERS) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY OR, IF YOU HAVE NOT PAID CAREQUILT FOR THE USE OF ANY SERVICES, THE AMOUNT OF ONE THOUSAND CANADIAN DOLLARS (CAD$1,000.00), OR EQUIVALENT IN LOCAL CURRENCY.

16.3        No Liability for Non-CareQuilt Actions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CAREQUILT BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, AND/OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE CAREQUILT SERVICE, INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, THEFT, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM RELIANCE ON INFORMATION OR CONTENT POSTED ON OR TRANSMITTED THROUGH THE CAREQUILT SERVICE, OR FOR ANY INTERACTIONS WITH OTHER USERS OF THE CAREQUILT SERVICE, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES, OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO ATTEMPT TO DEFRAUD OR HARM YOU. IF YOU HAVE A DISPUTE WITH A SERVICE PROVIDER OR CLIENT, YOU AGREE TO RELEASE CAREQUILT FROM ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN NO EVENT WILL CAREQUILT BE LIABLE FOR DIRECT OR INDIRECT CONSEQUENCES OF A CLIENT OR SERVICE PROVIDER FAILING TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

16.4        Release. Subject to Section 16 below, CareQuilt has no liability for any claims, injuries, loss, harm, and/or damages arising from and/or in any way related to your interactions or dealings with other users and the acts and/or omissions of Service Providers and Clients. You acknowledge and agree that, to the maximum extent permitted by the applicable law, YOUR USE AND/OR PROVISION OF SENIOR CARE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK.

17.          Dispute Resolution.

17.1        Unless prohibited by law, all disputes arising out of or relating in any way to: (a) these Terms, (b) the CareQuilt Service, or (c) advertisements, promotions or oral or written statements related to the CareQuilt Service or any other CareQuilt product or service will be finally and conclusively adjudicated and resolved by arbitration under the Arbitration Rules (“ADRIC Rules”) of the ADR Institute of Canada, Inc. (“ADRIC”), except as modified here. The arbitration will be in English or French as you choose. The arbitration may be held anywhere the arbitrator considers appropriate, including remotely by telephone or Internet.

17.2        The ADRIC Rules are available by clicking here. You can also contact ADRIC at 1-877-475-4353 or <www.adric.ca>. You will have to pay some fees to arbitrate, as described in the ADRIC Rules.

17.3        Prior to commencing arbitration proceedings, the party bringing the claim shall first try to informally negotiate with the other party, in good faith, a resolution of the dispute for not less than 30 days but no more than 45 days, unless extended by mutual agreement. During the negotiation period, any otherwise applicable limitation period will be tolled (temporarily suspended).

17.4        Nothing here prevents you from filing a claim with a government agency.

17.5        This arbitration requirement survives: (a) the termination of this Agreement, and (b) the bankruptcy of any party. If any part of it is deemed invalid or unenforceable, the other parts remain in force.

18.          Force Majeure.

CareQuilt shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, earthquakes, hurricanes, wildfires, floods, war, terrorism, riots, embargoes, fires, accidents, pandemics, disease, strikes, or other similar disasters. Also, in such an event, the cancellation policies described in Section 10.5 may not apply, and CareQuilt may, in its reasonable discretion, issue refunds under terms that vary from a Service Provider's selected cancellation policy.

19.          Governing Law.

The laws of the Province of Ontario and the federal laws of Canada applicable therein shall govern this Agreement in all respects, without giving effect to conflicts of laws principles. The courts located in the Province of Ontario shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement and each party hereby consents to the exclusive jurisdiction of such courts. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded and does not apply to this Agreement.

20.          Language.

The parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English. Any French translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. Toute traduction de celle-ci est non-officielle, est fournie à des fins d’information seulement et ne crée aucun lien contractuel entre les parties.

21.          Notices.

You agree that CareQuilt may provide you with notices, including those regarding changes to these Terms, by posting in the CareQuilt Service or on the Site.

22.          Copyright Infringement.

If you believe in good faith that your copyrighted work has been infringed by content posted on the CareQuilt Service, please provide our designated copyright agent with a written notice that includes all of the following information:

(a)           A description of the copyrighted work you believe to have been infringed;

(b)           A description of the URL or other location on our Site of the material you believe to be infringing;

(c)           Your name, mailing address, telephone number, and email address;

(d)           A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(e)           A statement by you, which you make under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

(f)            An electronic or physical signature of the person authorized to act on behalf of the copyright owner.

Our designated agent for notice of copyright infringement can be reached at: CareQuilt. Attention: Copyright Notice 19 Woodlawn Ave, Ottawa, ON, Canada copyright@carequilt.ca

23.          Miscellaneous.

Nothing in these Terms will be construed as making either party the partner, joint venturer, agent, legal representative, employer, worker, or employee of the other. Neither party will 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 will be binding on the other, except as provided for herein or authorized in writing by the party to be bound. These Terms are non-exclusive and do not prohibit Service Providers from offering senior care services via other means or third parties. The invalidity, illegality, or unenforceability of any term or provision of these Terms will in no way affect the validity, legality, or enforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms will be enforceable as so modified. To the maximum extent possible under applicable local law, this Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and assigns of the parties hereto. These Terms will continue to apply even after your relationship with CareQuilt ends.

24.          Contact Us

In order to resolve a complaint regarding the CareQuilt Service or to receive further information regarding use of the CareQuilt Service, please contact us at:

Quilt Technologies Ltd., o/a CareQuilt

19 Woodlawn Ave, Ottawa, ON, K1S2S8

hello@carequilt.ca

+1 (647) 250 1407

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