Terms of Service

Effective: November 9th, 2024

AGREEMENT TO OUR LEGAL TERMS




We are Quilt Technologies Ltd, doing business as CareQuilt ('Company', 'we', 'us', or 'our'), a company registered in Canada at 19 Woodlawn Avenue, Ottawa, Ontario K1S 2S8.



We operate the website carequilt.ca (the 'Site'), as well as any other related products and services that refer or link to these legal terms (the 'Legal Terms') (collectively, the 'Services').



CareQuilt is a platform to help families find, book, and manage private senior care. By using CareQuilt to find a caregiver you agree to these terms and conditions.




  1. Acceptance of Terms; Modifications.

These Terms of Service (the “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, our “CareQuilt Service”). The Terms govern all use of the CareQuilt Service, whether you access it from our website at (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. 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.

You understand and agree that we may change the Terms from time to time, and that any such changes will be effective (except as otherwise described in Section 17.10 below) when we post the modified Terms on the CareQuilt Service, unless otherwise required by applicable law. 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.


  1. CareQuilt Service.

2.1 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, and interact with each other and manage services. The CareQuilt Service includes our support services, educational materials for Service Providers, and other services. We charge fees for some aspects of the CareQuilt Service, as described below in Section 9.

2.2 CareQuilt does not provide Senior Care Services. CareQuilt 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 CareQuilt 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 offline. We conduct an initial review of Service Provider profiles and we facilitate Background Checks or Identity Verifications (each as described in Section 10, 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.

2.3 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, whether online or offline. 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. (Any financial obligations CareQuilt may have to its users in connection with user conduct are limited to the reimbursement obligations set forth in the CareQuilt Guarantee.)

2.4 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 and “Reservation Protection” specified in Section 9.6 and the CareQuilt Guarantee, 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.

2.5 Bookings. Clients and Service Providers transact with each other on the CareQuilt Service when they both agree to a “booking” that specifies the fees, time period, cancellation policy, and other terms for the provision of Senior Care Services via the booking mechanism provided on the CareQuilt Service (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.” 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.

2.6 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 visit the Help Center 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.

2.8 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 for any injury, damage, or liability arising from failure to seek such care, including from reimbursement that may otherwise have been available under the CareQuilt Guarantee. 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. In certain circumstances, a Client may be eligible for reimbursement under the CareQuilt Guarantee.

2.9 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.

2.10 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 at (including the Acceptable Use Policy at); and (2) Google Privacy Policy at (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.

  1. Certification of Compliance with Applicable Law.

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.

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.

  1. Use of the CareQuilt Service; Suspension.

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

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

  • 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.

  • Not to submit viruses or other malicious code to or through the CareQuilt Service.

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

  • 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.

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

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

  • 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.

  • Not to post “spam” or other unauthorized commercial communications.

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

  • Not to transfer or authorize the use of your account for the CareQuilt Service by any other person, or to engage in fraudulent transactions.

  • 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.

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

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

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

4.2 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: (1) if, in our discretion, your conduct on the Site or CareQuilt Service is inappropriate, unsafe, dishonest, or in breach of these terms; or (2) 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.

  1. Registration; Account Security.

In order to use some aspects of the CareQuilt Service, you will be required to create a username, password, and user profile. If you elect to use the CareQuilt Service, you agree to provide accurate information about yourself and keep this information up-to-date. 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.

  • Privacy.

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

  • Your Content.

7.1 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.

7.2 License. Except for the limitations on our use and disclosure of personal information described in our Privacy Statement, 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.

7.3 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 7.2 and the other provisions of these Terms.

7.4 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 7.2 and make the release in Section 7.3 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.

7.5 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.

7.6 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 Statement 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.

  1. Phone, Text, and Mobile Communications.

8.1 Consent to Text Messages and Other Communications. This Section 8.1 applies only to users in the United States. You consent to receive from or on behalf of CareQuilt communications containing service-related information (including technical notices, updates, security alerts, and support and administrative messages), and/or sales, marketing, or advertising messages, by autodialed, prerecorded, or artificial voice calls or SMS, text messages, email, over-the-top messaging platforms (such as WhatsApp), and other electronic means, at any phone number or email address you provide in connection with your account, even if your phone number is on the national or any state’s do-not-call registry. Your carrier's normal messaging, data, and other rates and fees may apply to these communications. You are not required to provide this consent to receive autodialed sales, marketing, or advertising messages as a condition of purchasing anything or using the CareQuilt Service, and you may opt out of receiving such messages at any time as described in our Privacy Statement (though you may continue to receive messages while CareQuilt processes your request).

8.2 Phone Number Changes. 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.

  • Fees & Payment.

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

9.2 Fees for Clients. Clients may purchase Senior Care Services from a Service Provider by completing a Booking as described in Section 2.5. 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 total amount indicated in the Booking, which includes service fees payable to CareQuilt. The Service Provider, not CareQuilt, is responsible for performing the Senior Care Services. Fees for Clients are described here. Where required by law, the amount charged will be inclusive of applicable taxes.

9.3 Fees for Service Providers. Service Providers may agree to provide Senior Care Services to a Client by agreeing to a Booking as described in Section 2.5. 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 honor the price set forth in your Booking. The purchase of Senior Care Services is a transaction between the Client and the Service Provider. Quilt’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 9.7) initiate payment to the Service Provider’s account after completion of the service period indicated in the Booking. Fees for Service Providers are described here. Except where otherwise specified via the CareQuilt Service, they are calculated as a percentage of the fees a Client agrees to pay a Service Provider in a Booking and are collected from each Booking. Also, when you sign up to be a Service Provider, you may be charged a non-refundable profile review fee. For Service Providers outside of the United States who have provided a valid indirect tax identification number (e.g., VAT or GST number), amounts charged will be exclusive of applicable indirect taxes such as VAT or GST. Otherwise, amounts charged to Service Providers outside of the United States will be inclusive of applicable indirect taxes.

9.4 Service Fees. We charge 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 fees a Client agrees to pay to you in a Booking and is collected from each Booking. Our service fees are described here.

9.5 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.

9.6 Cancellations & Refunds.

  • Reservation Protection. As more fully described on Quilt’s Reservation Protection page, CareQuilt can help you find replacement Service Providers when Service Providers cancel Bookings near the start date of the service period identified in the Booking. The availability of the Reservation Protection depends on the timing of the cancellation and the type of Senior Care Services provided. We cannot guarantee availability for supplementary caregivers for last minute bookings, but we will do our best to find a replacement within our means. CareQuilt is liable to the extent of the financial reparations made for any care paid for in advance.

  • 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 fees paid by the Client for Senior Care Services not provided if they were already paid, as well as any service charge 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.

  • Cancellations by Client. If a Client cancels a Booking prior to or during the service period specified in a Booking, we will refund 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. For more information about cancellation policies, please visit the Help Center.

  • 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 9.6, 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.

  • 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.

  • 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.

9.7 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 9.3 if there is a reasonable suspicion of fraudulent activity involving your account(s) 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.

9.8 Authorization to Charge. When you 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. Quilt’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 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 those fees. Except as expressly provided in these Terms, all fees paid via the CareQuilt Service are non-refundable once paid.

9.9 Taxes. Except for taxes on Quilt’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, VAT, or income tax on 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.

9.10 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 (available at), and, if you are receiving payments via the CareQuilt Service, the Stripe Connected Account Agreement (available at) (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.

  1. Background Checks and Identity Verifications.

Quilt may provide you with access to third-party consumer reporting agencies or identity verification providers that perform, among other things, personal identification verification services (“Identity Verification”) or criminal records checks, sex offender registry checks, or motor vehicle records checks (collectively, “Background Checks”). Outside of the US and Canada, these services are limited to Identity Verification. We do not provide, and are not responsible or liable in any manner for, the Background Checks or Identity Verifications, and we do not endorse or make any representations or warranties regarding the reliability of such Background Checks or Identity Verifications or the accuracy, timeliness, or completeness of any information in the Background Checks or Identity Verifications. We do not independently verify information in the Background Checks or Identity Verifications.

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 to the third-party consumer reporting agency or identity verification provider, and you agree to provide complete and accurate information for your Background Check or Identity Verification. You authorize CareQuilt to obtain “consumer reports” and/or “investigative consumer reports” at any time after receipt of your authorization and consent and throughout your engagement with CareQuilt, as permitted by applicable law.

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. If you are the subject of a Background Check, you may contact the applicable third-party consumer reporting agency to dispute the accuracy, timeliness, or completeness of such information. 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. You agree that Quilt’s rights and obligations under the Arbitration Agreement (set forth in Section 17, below) inure to the benefit of the consumer reporting agency used for Background Checks or Identity Verification in respect of any claim that would be subject to the Arbitration Agreement if brought against us. 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.

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

  • Counties where the individual has no address history.

  • 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.

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

  • Arrests or convictions in foreign countries.

  • Civil records or traffic violations, unless a jurisdiction reports them as criminal offenses.

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

  • Any other information not reported by third-party Background Check agencies.

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.

  1. Copyright Infringement.

CareQuilt follows the procedures of the Digital Millennium Copyright Act. We will respond to claims of copyright infringement that are reported in accordance with this Section. It is our policy, in appropriate circumstances, to deactivate or terminate the access of users who repeatedly infringe or are repeatedly charged with infringing others’ copyrights or other intellectual property rights.

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 description of the copyrighted work you believe to have been infringed;

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

  • Your name, mailing address, telephone number, and email address;

  • 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;

  • 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

  • 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

  1. 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: (i) the availability or accuracy of such websites or resources; or (ii) 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.

  1. 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 ATTORNEYS’ FEES 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) 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.

  1. 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 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 Quilt’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.

  1. Warranty Disclaimer for the CareQuilt Service.

The information and materials found on 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 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 SERVICES WILL BE SECURE, FREE FROM COMPUTER VIRUSES, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE CAREQUILT SERVICE WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CAREQUILT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE CAREQUILT SERVICE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. IN ADDITION AND WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATION OR WARRANTY 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 OR ANY THIRD PARTY 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 $100.00 USD (OR EQUIVALENT IN LOCAL CURRENCY). (Any financial obligations CareQuilt may have to its users in connection with user conduct are limited to the reimbursement obligations set forth in the CareQuilt Guarantee.)

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, EXCEPT AS SPECIFICALLY SET FORTH IN THE CAREQUILT GUARANTEE. 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.

  1. Arbitration Agreement and Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY, AS IT PRESCRIBES HOW DISPUTES BETWEEN US WILL BE RESOLVED. IF YOU RESIDE WITHIN THE EUROPEAN ECONOMIC AREA OR THE UNITED KINGDOM, THIS SECTION APPLIES ONLY TO BUSINESS CUSTOMERS (NOT “CONSUMERS”). IF YOU ARE A CONSUMER RESIDING WITHIN THE EUROPEAN ECONOMIC AREA OR THE UNITED KINGDOM, PLEASE SEE SECTION 18.

17.1 Arbitration Agreement; Claims. This Section 17 is referred to as the "Arbitration Agreement” in these Terms. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 17.9 below, you and CareQuilt (together, the “Parties”) agree that any and all disputes or claims that arise between you and CareQuilt relating to the CareQuilt Service, interactions with others on the CareQuilt Service, or these Terms (including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims, will be resolved as set forth in this Arbitration Agreement. “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims brought by CareQuilt arising out of or related to a violation of Section 4.1, above, (3) claims in which either party seeks injunctive or other equitable relief for alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets, or patents) or emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack), and (4) claims that an arbitrator determines cannot be made subject to arbitration as described in Section 17.2 below.

17.2 Agreement to Arbitrate. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in Section 17.9 below, you and CareQuilt agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court (except as specifically permitted in Section 17.11(d)-(e)), in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. You and CareQuilt agree that the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that the Parties' dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims. If there is a final determination by the arbitrator (or the court, if required by law) that applicable law precludes enforcement of the Arbitration Agreement as to any claim, cause of action, or requested remedy, then that claim, cause of action, or requested remedy will be severed and stayed pending arbitration of the remaining claim, cause of action, or requested remedy.

17.3 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND CAREQUILT AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS SPECIFICALLY PERMITTED IN SECTION 17.11(d)-(e). UNLESS BOTH YOU AND CAREQUILT AGREE OTHERWISE, YOU AGREE THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR OR COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CAREQUILT SERVICE USERS. Notwithstanding any other provision of this Arbitration Agreement or the Rules (as defined in Section 17.5), disputes regarding the interpretation, applicability, or enforceability of this Section 17.3 may be resolved only by a court and not by an arbitrator. In any case in which (a) the dispute is filed as a class, collective, or representative action and (b) there is a final judicial determination that this Section 17.3 is unenforceable with respect to any claim or any particular remedy for a claim (such as a request for public injunctive relief), then: (i) that claim or particular remedy (and only that claim or particular remedy) shall be severed from any remaining claims and/or remedies and stayed; (ii) this Section 17.3 shall be enforced in arbitration on an individual basis as to all such remaining claims or remedies to the fullest extent possible; and (iii) the stayed claims and/or remedies may be brought in a court of competent jurisdiction after all remaining claims are resolved by the arbitrator.

17.4 Pre-Arbitration Dispute Resolution. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. Before you commence arbitration, you must first contact us in writing to explain your complaint through your local CareQuilt office listed below and give us an opportunity to work with you to resolve it. You or your legal representative, if you have one, may contact us by mail at CareQuilt, Inc., Attn: Legal, 19 Woodlawn Ave, Ottawa, ON, Canada. Your written complaint must include your name, the email address associated with your account, a detailed description of the nature and basis of the dispute, and the specific relief sought. Your written complaint must be on an individual basis and personally signed by you. For any dispute that CareQuilt initiates, a written complaint will be personally signed by a CareQuilt representative and sent to the email address associated with your account. If the issue is not resolved within 30 days after receipt of the written complaint, either party may initiate arbitration as specified in Section 17.5 “Arbitration Procedures” or Section 17.11 “Bellwether Arbitrations,” as appropriate.

17.5 Arbitration Procedures. As used in this Section 17, the applicable arbitration rules described below are referred to collectively as the “Rules”.

In all cases, the arbitrator will decide the substance of all claims in accordance with the law as specified in Section 18, below, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall dismiss an arbitration demand on the pleadings if it does not contain sufficient factual matter to state a claim to relief that is plausible on its face. Any arbitration demand must be personally signed by you or by a CareQuilt representative. The arbitration will be held in the county in which you reside or at another mutually agreed location.

All Rules, as modified by this Arbitration Agreement, are incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the Rules or waive your opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason. If there is any inconsistency between the Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control, unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator also must follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions in Section 16. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator shall submit a decision in writing, providing a concise written statement of the essential findings and conclusions on which the award is based. Decisions by the arbitrator are binding and enforceable in court and may be overturned by a court only for very limited reasons.

The arbitrator will not be bound by rulings in prior arbitrations involving different CareQuilt users, but will be bound by rulings in prior arbitrations involving the same CareQuilt user to the extent required by applicable law. As limited by applicable law, these Terms and the applicable Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.

17.6 Costs of Arbitration. Payment of all filing, administration, case management, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the applicable Rules. Each party will be solely responsible for all other fees it incurs in connection with the arbitration, including, without limitation, all attorney fees. At the end of any arbitration, the arbitrator may award reasonable attorney’s fees and costs or any portion thereof to either party upon determining that the claim, cross-claim, or defense is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)) to the extent authorized by applicable law.

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

17.8 Severability. If any term, clause, or provision of this Section 17 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses, and provisions of this Section 17 will remain valid and enforceable, provided that if the finding of partial invalidity or unenforceability results in a final determination that the class action waiver set forth in Section 17.3 fails with respect to all of the claims in arbitration, then Section 17 will be unenforceable in its entirety.

17.9 Opt-Out Procedure. You can choose to reject your agreement to arbitration (Section 17.2) and your waiver of the right to bring or participate in class or representative actions (Section 17.3) by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section 17.9. The Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to CareQuilt, Inc., Attn: Legal, 19 Woodlawn Ave, Ottawa, ON, Canada. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and the class action waiver and must include your name, address, phone number, and the email address(es) used to register for the CareQuilt Service to which the opt-out applies. You must personally sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement and class action waiver. If you opt out of the agreement to arbitrate and the waiver of the right to participate in class and representative actions, none of the arbitration provisions will apply to you and you will not waive your right to engage in class or representative actions, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Arbitration Agreement and did not validly opt out of it. By opting out of binding arbitration, you are agreeing to resolve Claims (including Excluded Claims) in accordance with Section 18.

17.10 Future Changes to this Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against CareQuilt prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to any claim that was filed in a legal proceeding against CareQuilt prior to the effective date of removal.

17.11 Bellwether Arbitrations. For disputes arising in the United States, if, in close proximity to one another, 20 or more arbitration demands of a similar nature are asserted against or on behalf of the same or related parties, the following procedures will apply:

  • The demands must be filed with JAMS on an individual basis and otherwise comply with all applicable filing requirements in this Arbitration Agreement, including the pre-dispute resolution and personal-signature requirements in Sections 17.4 and 17.5.

  • Claimants will collectively select 5 demands and respondents will collectively select 5 demands, for a total of 10 demands, to be the “Bellwether Arbitrations.” These Bellwether Arbitrations will be individually arbitrated, as otherwise provided by this Arbitration Agreement. The parties will work in good faith with the arbitrators to complete each Bellwether Arbitration within 120 days of its initial pre-hearing conference.

  • The remaining demands not selected as Bellwether Arbitrations will not be arbitrated (or otherwise litigated in any venue) except as provided in Section 17.11(e). JAMS will immediately place any such matters on administrative suspension (or, alternatively, terminate the proceedings), and no party will be responsible for paying any filing or administrative fees in connection with the demand until the suspension is lifted or the demand is reinstated under Section 17.11(e). Any statutes of limitations applicable to a demand that is subject to this paragraph will be tolled as of the date the demand was filed.

  • Within 60 days of the completion of the Bellwether Arbitrations (unless the parties agree to a lengthier period), all parties will engage in good faith in a non-binding global mediation of all remaining demands. Unless the parties agree on a mediator, the mediator will be appointed by JAMS and have experience in the underlying subject matter of the disputes. CareQuilt will pay the mediator’s fee. Notwithstanding Section 17.7, the mediator may be provided the results of the Bellwether Arbitrations to facilitate a resolution of all or some of the remaining demands. Counsel for all parties must immediately present to their clients any final settlement offers emanating from the mediation.

  • If the parties are unable to resolve all or some of the remaining demands within 90 days of the completion of the Bellwether Arbitrations (unless the parties agree to a lengthier period), JAMS will lift the administrative suspensions (or reinstate the terminated proceedings) for the unresolved demands only, and the unresolved demands will proceed in individual arbitration as otherwise provided by this Arbitration Agreement. However, any party to an unresolved demand may, upon reasonable notice to the opposing party, opt-out of the arbitration process and proceed in court on that unresolved demand. Any unresolved demands that proceed in court under this paragraph may do so in class or representative proceedings (subject to applicable law), notwithstanding any contrary provisions in this Arbitration Agreement. For the avoidance of doubt, the right to proceed in court under the preceding sentence applies only to the unresolved demands that were filed and subjected to the protocols set forth in this Section 17.11.

  • The parties agree that the protocols set forth in this Section 17.11 are designed to achieve an overall faster, more efficient, and less costly mechanism for resolving a large number of similar arbitration demands, including the demands of claimants who are not selected for a Bellwether Arbitration.

  • The parties may seek relief from a court of competent jurisdiction to enforce this Section 17.11.

  1. Governing Law and Jurisdiction.

18.1 For users in the United States and Canada, these Terms and any dispute between you and CareQuilt will be governed by the laws of the State of Washington and applicable U.S. federal law, without regard to principles of conflicts of law, except that the Federal Arbitration Act will govern the interpretation and enforcement of Section 17 (the Arbitration Agreement). Unless you and we agree otherwise, or except where prohibited by applicable law, in the event that the Arbitration Agreement does not apply to you or to a particular claim or dispute, you agree that any claim or dispute that arises between you and CareQuilt must be resolved exclusively by a state or federal court located in the State of Washington, and you and CareQuilt agree to submit to the personal jurisdiction of the courts located within Seattle, Washington, for the purpose of litigating all such claims or disputes.

18.2 For users in the EEA and the United Kingdom, the laws of England shall govern these terms, except that if you live in a country outside of England but within the EEA, certain mandatory applicable laws of your country will apply for your benefit and protection in addition to or instead of certain provisions of English law. Any dispute that arises between you and CareQuilt must be resolved by the English courts or the courts in your country if you live in the EEA outside of England.

18.3 If you are a consumer in the European Economic Area, the European Online Dispute Resolution platform http://ec.europa.eu/consumers/odr provides information about alternative dispute resolution, which you may use if there is a dispute that cannot be resolved between you and the relevant party.

19. Class Action Waiver.

YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CAREQUILT AGREE OTHERWISE, THE COURT MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE COURT MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER CAREQUILT SERVICE USERS.

  1. Force Majeure.

Quilt 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 9.6 may not apply, and CareQuilt may, in its reasonable discretion, issue refunds under terms that vary from a Service Provider's selected cancellation policy.

  1. 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.

Additional Clauses

22. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.




23. SERVICE AGREEMENT CLAUSE

By agreeing to provide care and booking a session through the CareQuilts platform, both the Caregiver and the Client, respectively, hereby enter into a one-time service contract exclusively between themselves for the duration of the scheduled session. The Client expressly acknowledges and agrees that: They have consented to receive services from the specific Caregiver based on the Caregiver's representation of their skills, qualifications, and availability as presented to CareQuilt. The Client is solely responsible for verifying the accuracy of the Caregiver's representations and agrees that CareQuilt acts merely as a facilitator for connecting Clients with Caregivers. CareQuilt is not liable for any discrepancies between the Caregiver's representations and their actual services provided. Liability is limited to the scope of facilitating the booking of sessions between the Client and the Caregiver. The Caregiver is not liable for any claims arising from the services provided, provided that they have: a. Accurately represented their skills and qualifications to both TendTo o/a CareQuilt and the Client. b. Acted in the best interest of the Client, adhering to the highest standards of care and professionalism. This agreement underscores the mutual understanding that the Client's agreement to proceed with the session is based upon the Caregiver's accurate representation of their skills and qualifications. TendTo o/a CareQuilt disclaims any liability for the outcome of services rendered under this agreement, except as explicitly provided by law.

24. CAREGIVER PROTECTION CLAUSE

Quilt recognizes the essential value and commitment our caregivers bring to the services they provide through our platform. While CareQuilt is not liable for the services rendered by caregivers to clients and does not partake in the contractual agreement between caregivers and clients regarding service delivery, we stand firmly behind our caregivers, especially in instances where they have acted in the best interest of the client. In the event a caregiver, who has acted in full compliance with their duties and in the best interest of the client, faces malicious prosecution or legal action without merit initiated by a client, CareQuilt commits to: Utilizing all available resources and the full weight of our legal support to aid in the caregiver's defense, to the extent permitted by law and within the scope of our capabilities. Working diligently to safeguard the caregiver from undue harm and distress resulting from such actions, including providing access to legal counsel, support for legal fees, and other necessary assistance to ensure a fair defense. Engaging in advocacy efforts to protect the caregiver's rights and reputation, leveraging our legal and organizational resources to mitigate the impact of unwarranted legal challenges. Quilt's commitment under this clause is contingent upon a thorough review of the case details, ensuring that the caregiver's actions were in line with the highest standards of care, professionalism, and were indeed in the client's best interest. This commitment is a testament to our dedication to fostering a supportive and protective environment for our caregivers against malicious actions intended to harm their professional and personal well-being. This clause does not imply an obligation for CareQuilt to support actions or defense in cases where the caregiver's conduct falls outside the scope of their professional duties or violates the terms of service agreed upon with CareQuilt or the client. CareQuilt reserves the right to determine, at its sole discretion, the applicability of this support on a case-by-case basis.







CONTACT US

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





Quilt Technologies Ltd. o/a CareQuilt

19 Woodlawn Ave, Ottawa, ON, K1S2S8

hello@carequilt.ca