Terms of Service

TERMS OF SERVICE

effective May 31, 2019

  1. INDIVIDUAL USERS

Welcome to CareWindow!  We are glad to have you here.  CareWindow™ provides information to allow individual users to search for residential care facilities to meet their unique needs.  You may use CareWindow's built in tools to contact care facilities. CareWindow also offers the opportunity to:

  • Participate in its online forums.
  • Access useful articles and information about residential care topics.
  • Offer reviews and share personal experiences related to specific facilities.
  • Upload and share images with other members of the CareWindow community.

These terms of service (“Terms”) govern your interaction with CareWindow, Inc., including your access to and use of our products and services, including the website, as well as any email platform or mobile application (“CareWindow”).  By accessing and/or using CareWindow, you agree to the terms of service set forth here. You may not use CareWindow if you do not agree to these terms.

Definitions

“You” and “your” refer to you, an individual, as a user of CareWindow.  

A “user” is someone who access or in any way uses CareWindow.

“Content” means text, images, photos, audio, video, and all other forms of data or communication.  “Your Content” means Content that you submit or transmit to, through, or in connection with CareWindow, including but not limited to ratings, reviews, photos, videos, or any information you add to your profile or suggest to us. “CareWindow Content” means content that we create and make available. “Third-Party Content” means Content that originates from parties other than You or CareWindow.

“Account” means any account created by you.

Changes to these Terms

We may change these Terms from time to time.  The most current version of the Terms will always be located here.  You understand and agree that your access to or use of CareWindow is governed by the Terms effective at the time of your access to or use of CareWindow. If we make material changes to these Terms, we will notify you by email and by posting notice on CareWindow. You understand and agree that your continued access to or use of CareWindow after the effective date of any changes to these Terms represents your acceptance of those changes.






Using CareWindow

  1. Eligibility: To use CareWindow, you must have the requisite power and authority to enter into these Terms.  You may not use CareWindow if we have previously banned you or closed your account.

  1. Permission to Use CareWindow: We grant you permission to use CareWindow subject to these Terms.  Your use of CareWindow is at your own risk, including any offense you take to any content to which you might be exposed or any content that fails to provide adequate warning about potential risks or hazards, or is otherwise inappropriate.

  1. CareWindow Availability: CareWindow may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.

  1. Accounts: You must create an Account in order to use some of the features that are offered through the CareWindow.  To create a CareWindow Account, you must provide a valid email address, set up a password, and create a public username.

You are responsible for maintaining the confidentiality of your Account.  You are also responsible for all activities that occur in connection with your Account.  Neither CareWindow nor its affiliates will have any liability to you or others for any unauthorized transactions made using your password or Account.  You agree to notify us immediately of any unauthorized use of your Account.

We reserve the right to close your Account at any time for any or no reason.

  1. Communications from CareWindow and Others: By accessing or using CareWindow, you consent to receive free communications from CareWindow and from other users through CareWindow or through other means.

You can opt out of certain communications here.

Content

  1. Responsibility for Your Content: You alone are responsible for Your Content.  It is not always possible to withdraw what you post. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, and any risks associated with the disclosure of personal information. You understand that you may expose yourself to liability if Your Content or other use of CareWindow violates applicable law or any third-party right.

CareWindow does not claim ownership in any Content that you submit to us, but to be able to legally provide CareWindow to our users, we have to have certain rights to use such Content in connection with CareWindow, as set forth below. No compensation will be paid with respect to the Content that you post through CareWindow. You should only submit Content to CareWindow that you are comfortable sharing with others under these Terms.

  1. Our Right to Use Your Content: We will use Your Content consistent with our Privacy Policy, to the extent it applies.  We may use Your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and, where you don’t tell us not to, allowing others to do the same in connection with their own websites and media platforms (“Other Media”).  As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferrable rights to use Your Content for any purpose. You also irrevocably grant CareWindow users and any Other Media the right to access Your Content in connection with their use of CareWindow. Finally, you irrevocably waive, and cause to be waived, against CareWindow and its users any claims and assertions of moral rights or attribution with respect to Your Content.  

  1. Our Content: CareWindow contains Content provided by us and our licensors. We and our licensors (including other users) own and retain all proprietary (including all intellectual property) rights in the Content we each provide, and CareWindow owns and retains all property rights in CareWindow. If you are a user, we hereby grant you a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us to download, view, copy and print Content from CareWindow solely for your personal use in connection with using CareWindow. Except as provided in the foregoing, you agree not to: (1) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, adapt or create derivative works based on CareWindow or the Content (excluding Your Content); or (2) rent, lease, loan, or sell access to CareWindow.



  1. Third Party Content: CareWindow does not control such Content, and you understand and agree that: (1) we are not responsible for, and do not endorse, any such Content, including advertising and information about third-party products and services, or the organization information provided by other users; (2) we make no guarantees about the accuracy, currency, suitability, reliability or quality of the information in such Content; and (3) we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by users, advertisers, and third parties.

Some Third-Party Content may be subject to additional terms of service.  You should familiarize yourself with those terms.

In accordance with Section 230 of the U.S. Communications Decency Act, and any equivalent or similar laws in other jurisdictions which are intended to exclude or limit the liability of online service providers who provide access to user-generated content, we generally cannot be held liable for claims arising from the Content provided by third parties on CareWindow.

Rules

You represent and warrant that you will use CareWindow solely for lawful purposes in a manner consistent with these Terms and any and all applicable laws, regulations, or other legally enforceable obligations (including contractual obligations) you may have towards us and any third-parties.

You agree that you will not:

  • Post Content that you know to be false or misleading; that does not reflect your honest opinion and experience; or that is defamatory, libelous, or fraudulent or violates the privacy rights of any person;
  • Post Content that you do not own or have the right to post in accordance with the license set forth in these Terms;
  • Impersonate a person, his or her email address, or misrepresent your current or former affiliation with an employer;
  • Create user accounts under false or fraudulent pretenses; create or use an account for anyone other than yourself; or create multiple active user accounts to post multiple reviews for the same company;
  • Act in a manner that is threatening, racist or bigoted, or is otherwise objectionable (as determined by CareWindow);
  • Promote, endorse or further illegal activities;
  • Disclose information in violation of any legally enforceable confidentiality, nondisclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers;
  • Violate the privacy, publicity, copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any third-party;
  • Post anything pornographic or sexually explicit in nature, or engage in the exploitation of persons in a sexual or violent manner;
  • Solicit personally identifying information from minors;
  • Except as expressly approved by us, use CareWindow for commercial activities and/or  promotions or other forms of solicitation;
  • Imply a CareWindow endorsement or partnership of any kind without our express written permission;
  • Send messages in violation of the USA CAN-SPAM Act or any other applicable anti-spam law;
  • Introduce software or automated agents to CareWindow, or access CareWindow so as to produce multiple accounts, generate automated messages, or to scrape, strip or mine data from CareWindow without our express written permission;
  • “Frame” or “mirror” or otherwise incorporate part of CareWindow into any website, or “deep-link” to any portion of CareWindow without our express written permission;
  • Copy, modify or create derivative works of CareWindow without our express written permission;
  • Copy or use the information, content, or data on CareWindow in connection with a competitive service (as determined by use);
  • Sell, resell, rent, lease, loan, trade or otherwise monetize access to CareWindow or any CareWindow Content without our express written permission;
  • Interfere with, disrupt, modify, reverse engineer, or decompile any data or functionality of CareWindow;
  • Interfere with, disrupt, or create an undue burden on CareWindow or the networks or services connected to CareWindow;
  • Introduce any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software to CareWindow;
  • Attempt to circumvent any security feature of CareWindow;
  • Violate these Terms, the terms of any other agreements you may have with us, or any applicable law, rule or regulation; or
  • Expose us or our users to any harm or liability.

 

Indemnity

You agree to indemnify and hold harmless CareWindow, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors, and partners, and the officers, directors, employees, agents, contractors and representatives of each of them (collectively, the “CareWindow Entities”) from and against any and all third party claims, actions, demands, losses, damages, costs, liabilities and expenses (including but not limited to attorneys’ fees and court costs) arising out of or relating to: (i) your access to or use of the CareWindow, including Your Content, (ii) your violation of these Terms; (iii) your breach of the Rules; (iv) any products or services purchased or obtained by you in connection with CareWindow; or (v) the infringement by you or any third party using your Account, of any intellectual property or other right or any person or entity.  CareWindow reserves the right, at your defense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our dense of these claims. You agree not to settle any such matter without our prior written consent.

Disclaimers and Limitations of Liability

Please read this section carefully, as it limits the liability of the CareWindow Entities to you.  Each of the subsections below applies to the maximum extent allowable by applicable law. Nothing herein is intended to limit any rights you may have which may not be lawfully limited.  By accessing or using CareWindow, you represent that you have read, understood, and agree to these Terms, including this section. You are giving up substantial legal rights by agreeing to these Terms.

CareWindow is provided "as-is",“with all faults”, and “as available” with the express understanding that CareWindow may not monitor, control, or vet user content or Third-Party content. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or noninfringement. We make no warranty that: (1) CareWindow will meet your requirements; (2) CareWindow will be available on an uninterrupted, timely, secure, or error-free basis; or (3) the results obtained from your use of CareWindow are accurate.

You are solely responsible for your interactions with advertisers and other users and we are not responsible for the activities, omissions, or other conduct, whether online or offline, of any advertiser or user of CareWindow. We are not responsible for any incorrect, inaccurate, or unlawful Content (including any information in profiles) posted on CareWindow, whether caused by users or by any of the equipment or programming associated with or utilized in CareWindow. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with advertisers or other users. We are not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or on CareWindow or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with CareWindow. Under no circumstances shall we be responsible for any loss or damage resulting from use of CareWindow or from any Content posted on CareWindow or transmitted to users, or any interactions between users of CareWindow, whether online or offline.

You hereby release the CareWindow Entities from any and all claims, demands, and losses, damages, rights, claims, and actions of any kind that are either directly or indirectly related to or arise from: (1) any interactions with other users of CareWindow, or (2) your participation in any of our offline events.

IN NO EVENT SHALL THE CAREWINDOW ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR USE OF CAREWINDOW, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE AND EXCLUSIVE RIGHT IN CASE OF DISSATISFACTION WITH CAREWINDOW, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF, CAREWINDOW.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WHERE PERMITTED BY APPLICABLE LAW, YOU AGREE THAT THE CAREWINDOW ENTITIES’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO YOUR USE OF CAREWINDOW (FORANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION),WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).

Termination

Your agreement with these Terms remains in effect while you use CareWindow and, for registered users, as long as your account remains open. You may terminate your account at any time.

We may suspend or terminate your account or your access to parts of CareWindow, without notice to you, at any time or if we believe that you have violated these Terms.

All provisions of these Terms shall survive termination except those granting access to or use of CareWindow.

We will have no liability whatsoever to you for any termination of your account or related deletion of your information.

General Terms

  1. You agree that no joint venture, agency, partnership, or employment relationship exists between you and CareWindow as a result of these Terms or use of this website.

  1. Except as specifically stated otherwise herein, nothing in this Agreement is intended, or will be deemed, to confer rights or remedies upon any third party.
  2. Our performance under these Terms is subject to existing laws and legal process, and nothing contained here limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of our website or information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this website within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
  3. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in the Agreement shall continue in effect.
  4. Except as specifically stated in another signed, written agreement we have with you, these Terms constitute the entire agreement between you and CareWindow (the “Agreement”) and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and CareWindow with respect to this website. You represent and warrant that no person has made any promise, representation, or warranty, whether express or implied, not contained herein to induce you to enter into this Agreement.

  1. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

  1. Our failure to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision.

Choice of Law and Venue

This Agreement and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under this Agreement or your access to or use of CareWindow, shall be governed by the laws of the Commonwealth of Massachusetts without regard to the conflicts of law principles thereof.  Any claim or dispute shall be brought and litigated exclusively in the state courts located within Essex County, Massachusetts or the federal courts in Boston, Massachusetts, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes.



  1. ADDITIONAL TERMS FOR BUSINESS USERS

May 31, 2019

The following terms (“Business Terms”), in addition to the Terms of Service, govern your access to and use of your Business Account.  In the event of any conflict between these Business Terms and the Terms of Service, the Business Terms apply. If you have purchased products or services from CareWindow on behalf of your business (such as advertising) the terms of any such purchase apply in the event of any conflict with these Business Terms.  Capitalized words used but not defined in these Business Terms have the meanings described in the Terms of Service. By creating, accessing, or using your Business Account, you are agreeing to these Business Terms and the Terms of Service and concluding a legally binding contract with CareWindow. You are not authorized to create, or use a Business Account if you do not agree to these Business Terms.

Representations and Warranties

  1. You represent and warrant that:
  2. you have the authority to act on behalf of the business or businesses associated with your Business Account and bind any such business to the Business Terms (such business or businesses, your “Business”)
  3. your access to or use of the Business Site will only be in your capacity as an authorized agent of your Business;

iii. your Business complies with applicable laws;

  1. you agree that we may contact you, including by phone or email, using the contact information you provide to us, make publicly available, or that we have on record for your business;

  1. you understand and acknowledge that non-disparagement clauses in certain consumer contracts, such as clauses that seek to restrict or prohibit reviews (including provisions that penalize consumers for posting reviews) about your business are illegal under the laws of some states and under the federal Consumer Review Fairness Act  (15 U.S.C. § 45b);

  1. You also represent and warrant that you will not, and will not authorize or induce any other party, to:

  1. offer incentives of any kind in exchange for the posting of reviews of your Business, to prevent or remove reviews, and you understand and acknowledge that CareWindow may publicly notify consumers about such incentives and any other attempts to obtain, prevent, or remove reviews;

  1. write reviews for your Business’s competitors;

iii. pay any third-party to post, refrain from posting, or remove reviews, or otherwise attempt to circumvent the CareWindow fraud detection systems;

  1. attempt to generate automated, fraudulent, or otherwise invalid reviews or other postings;

  1. use any means or form of scraping or data extraction to access, query, or otherwise collect CareWindow data, content and/or reviews;

  1. use any CareWindow trademark in any manner without our prior written consent;

vii. misrepresent your identity or affiliation to anyone associated with CareWindow for any reason.

Dispute Resolution/Agreement to Arbitrate

YOU AND CAREWINDOW AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

Any controversy or claim arising out of or relating to: (a) these Terms, or the breach thereof; or, (b) your access to of use of your Business Account (each and any such claim or controversy a “Claim”), must be resolved through binding arbitration as described in this section. With the exception of the prohibition on class arbitrations set forth in this “Dispute Resolution” section, if an arbitrator or court decides that any part of this agreement to arbitrate is unenforceable, the other parts of this Agreement to Arbitrate will still apply.

This Agreement to Arbitrate will not apply to the following:(a) qualifying Massachusetts Small Claims Court cases; (b) legal proceedings that involve efforts to obtain user-identifying information; and (c) a party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights,  trademarks, trade secrets, patents, or other intellectual property rights. Where this Agreement to Arbitrate does not apply, the remainder of this Agreement and the Dispute Resolution section shall continue to apply.

If either you or CareWindow intends to seek arbitration under the agreement, the party seeking arbitration must first notify the other party of the dispute in writing at least thirty (30) days in advance of initiating arbitration. Notice to CareWindow should be sent to the Legal Department, CareWindow, Inc., 25 Railroad Square, Haverhill, MA 01832.  If you have an account on CareWindow, notice to you will be sent to the email address associated with your account. The notice of dispute (“Notice”) must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If you and CareWindow and you do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or CareWindow may commence arbitration as set forth herein.

Claims shall be heard by a single arbitrator.  The arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), as otherwise applicable, and as modified by this section.  Unless otherwise required by the applicable arbitration rules, the arbitration shall be held in Boston, Massachusetts. You and CareWindow may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and CareWindow, subject to the arbitrator’s discretion to require an in-person hearing. In cases where an in-person hearing is held, you or CareWindow may attend by telephone, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.