The www.guidingpatients.com website is owned and operated by GuidingPatients, Inc., a Delaware corporation doing business as GuidingPatients, together with its affiliates, subsidiaries and partners (“GuidingPatients”, “we”, “our”, or “us”). This User Terms of Service Agreement (“Agreement” or “Terms”) is intended to make you, the user aware of the terms and conditions of your use of our website(s) and any mobile applications we have and the content there (the “Site”), the Platform, and the products and services offered through the Site (collectively, the “Services”). This Agreement applies to any Sites where this Agreement is referenced or linked to. We reserve the right to update and modify these Terms at any time without prior notice. Any modifications to these Terms will be effective immediately upon posting of the updated Terms on the Site. Your continued use of this Site following a notice of updated Terms constitutes your acceptance to be bound by any changes.

PLEASE READ THIS AGREEMENT CAREFULLY. YOUR USE OF OUR SERVICES IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 11 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 11 OF THIS AGREEMENT FOR MORE INFORMATION.

BY USING OR ACCESSING OUR SITE AND SERVICES OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS IN ANY OTHER MANNER, YOU HEREBY UNEQUIVOCALLY AND EXPRESSLY AGREE TO BE BOUND BY, AND SHALL BE SUBJECT TO, THESE TERMS OF SERVICE. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THESE TERMS OF SERVICE, YOU MAY NOT USE OR OTHERWISE ACCESS OUR SITE OR SERVICES. THESE TERMS APPLY TO CONSUMER USERS OF OUR SERVICE. IF YOU ARE A FACILITY, PLEASE SEE OUR FACILITY TERMS OF USE, AVAILABLE HERE.

1. Services.

a. Our Services. We provide an online database of post-acute care facilities (the “Platform”). Our Platform is available to users, like you, who may be patients, or caregivers, friends, families or providers of patients (“Users”) searching for a post-acute care facility for a loved one (a “Potential Resident”). Post-acute care facilities may register, or even pay, to be included on our Platform (collectively, “Facilities”). All information provided through our Services, including without limitation our Platform, is provided for convenience and for informational purposes only. We do not endorse or recommend any Facility included on our Platform or Service. Users should conduct their own research into any Facility included on our Platform and Services. If you are a Facility and wish to be included on our Platform, please contact us at info@guidingpatients.com.

b. Your License to Use our Services. Subject to your continued compliance with these Terms, GuidingPatients authorizes us to, on a non-exclusive, revocable, limited to basis to use and access our Services for your personal, informational purposes only. We reserve all rights not otherwise expressly granted by this Agreement. If you do not comply with these Terms, we reserve the right to revoke your access to and use of our Services.

c. Restrictions. Your use of and access to our Services are granted on a temporary basis only, and we may revoke your access to our Services at any time. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of this Site in any way; (ii) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which this Site is based; (iii) use this Site, our Platform, or any content therein to develop a competing service or product; (iv) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of this Site, servers, or networks connected to the Site or take any other action that interferes with any other person’s use of this Site or our Services; (v) decrypt, transfer, create Internet links to this Site, or “frame” or “mirror” this Site on any other server or wireless or Internet-based device; (vi) use or merge our Services or any component thereof with other software, databases, or Site not provided or approved by us; (vii) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to this Site; (viii) use our Services for unlawful purposes; (ix) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Services; (x) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Services for any reason; (xi) use any content made available through our Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (xii) introduce into our Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm this Site or our Services, or perform any such actions; (xiii) introduce into our Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of a unauthorized person; (xiv) delete, modify, hack, or attempt to change or alter this Site, our Platform or notices on this Site; (xv) connect to or access any GuidingPatients computer system or network other than our Service; or (xvi) impersonate any other person or entity to use or gain access to this Site. Any violation of the above may be grounds for termination of your right to access and use the Site and our Services. We reserve the right to take appropriate legal action, including but not limited to, referral to law enforcement, for any use that we deem in our sole discretion to be an illegal or unauthorized use of the Site. We will cooperate fully with any law enforcement agency or officials in the investigation of any user who violates these Terms.

d. Updates/Modifications. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, Platform or Services with or without notice. If you do not agree to the changes to the Services, you may stop using the Services, including without limitation the Site or Platform. We will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services, including without limitation the Site or Platform.

e. Accuracy. GuidingPatients attempts to ensure that the information provided through our Services, including without limitation on our Platform, is complete, accurate and current. However, information on the Services may be incorrect, incomplete, or outdated. GuidingPatients makes no representation or warranties as to the completeness or accuracy of the information available through our Services, and we will not be liable or responsible for any incorrect, incomplete, or outdated information available through our Services.

f. No Support. GuidingPatients has no obligation to Users to provide any support or maintenance in connection with the Services, including without limitation, the Site or Platform.

2. Content on Our Services.

a. GuidingPatients Content. Our Platform may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “GuidingPatients Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You understand and agree that as between you and GuidingPatients, GuidingPatients owns the rights in any GuidingPatients Content as expressed in any form, media, or technologies existing now or developed in the future. Our Services, our Platform, the designs of each of the foregoing, and any other proprietary technology used in our Services (collectively, the “GuidingPatients Technology”) and any and all intellectual property rights worldwide in the foregoing, including all improvements, modifications, enhancements and derivative works thereof, shall at all times remain the exclusive property of GuidingPatients and/or its third-party licensors. You are not acquiring any rights in or to the GuidingPatients Technology other than a non-exclusive right to access and use our Services solely in accordance with the terms of this Agreement.

b. Links to Third Party Sites. Some parts of our Services (including, without limitation, our Site) may, from time to time, be supported by sponsored links from advertisers and display offers that may be custom matched to you based on information stored in the Site, queries made through the Site, or other information. In connection with offers, the Site may provide links to other websites belonging to advertisers. We do not endorse, warrant or guarantee the products or services available through any third party offer (or any other third-party products or services advertised on or linked from our Site), whether or not sponsored, and we are not an agent or broker or otherwise responsible for the activities or policies of those websites. If you elect to use or purchase services or products from any third party or elect to provide, or grant access to, your information to any third party, you and your information are subject to their terms and conditions and privacy policy. We are not responsible for the products and services offered by any third party.

3. Your Use of the Services.

a. License to Use Services; Consent to Communication. By submitting information to us through the Site and/or Services, you authorize us to provide the information that you provided us and related information we may receive from third parties to Facilities for the purpose of providing Services. Such authorization shall continue in effect until you have withdrawn your consent by requesting that we no longer provide you Services; provided that we may continue to refer to and/or disclose your information when communicating with Facilities as necessary. We may use and store such information in accordance with these Terms. You represent that you are entitled to submit the information to us and have the authority to allow us to retrieve the information, for use for this purpose, without any obligation by us to pay any fees or be subject to any restrictions or limitations.

b. True & Accurate Information. You are only entitled to access and use our Services for lawful purposes. You represent that you will not misrepresent any information you provide to us. You may not use our Services and you may not accept this Agreement if you are not at least 18 years of age and, in any event, of a legal age to form a binding contract with us. If you accept this Agreement, you represent that you have the capacity to be bound by it, or if you are acting on behalf of another person, company or entity that you have the authority to bind such entity.

c. Representations by You. For any information that you provide via the Services, you hereby represent and warrant that: (i) the information provided by you is truthful, accurate and complete; (ii) you are owner of such information and or otherwise have the right to grant us the licenses granted pursuant to this Agreement; (iii) you have secured any and all consents necessary to provide the information; (iv) the information does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such information does not contain any personally identifiable information about third parties in violation of such parties’ rights; (v) you will not introduce or expose us to any type of computer viruses, Trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment, through your information or otherwise; and (vi) the use of the information will not result in harm or personal injury to any third party.

d. Feedback. If you provide us with any suggestions, ideas, feedback, recommendations, or similar information related to our Services, including without limitation our Platform, (collectively, “Feedback”), you grant us an exclusive, transferable, sublicensable, worldwide, royalty-free irrevocable license to use or incorporate such Feedback into our Services.

4. Prohibited Uses.

You will not use our Site and Services (i) in a manner that will infringe the copyright, trademark, trade secret, patent, or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others; (ii) to transmit, distribute or store material that is defamatory, obscene, threatening, abusive or hateful; (iii) for any illegal purpose or manner that would subject us to liability; (iv) to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Sites, to restricted portions of the Sites, to Services, to or any other computer network or equipment; (v) to collect any information about other users, including but not limited to contact information of other users; (vi) to post, store or disseminate any type of computer viruses, Trojan horses or any other malicious, destructive, disabling code or programs designed to interrupt, permit unauthorized access, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (vii) to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (viii) to gain competitive intelligence about us or to otherwise compete with us or our affiliates, resell or use the Sites or Services for the benefit of any other entity other than you or use the information in the Sites or Services to create or sell a similar product or information; (ix) modify, translate, alter, disassemble, decompile, manipulate, or reverse engineer any portion of the Site or Services; (x) to engage in any activity that, in our sole discretion, violates these Terms or any applicable laws or regulations. Further, you may not (a) use any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Sites or Services (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Sites or Services); or (b) use anything intended to damage or interfere with the proper functioning of the Sites or Services and the systems to which they connect or do anything that interferes with any other person’s use of the Sites or Services including framing or otherwise simulating the appearance or functions of the Sites or any portion thereof.

5. Facility Disclaimers.

a. Participating Facilities. Facilities are solely responsible for evaluating, accepting or declining, and caring for all residents, including, without limitation, ensuring that their staff are appropriately qualified, current on education, and possess the necessary facilities, resources, and equipment to competently provide the services and care required by its residents. Each Facility is responsible for the conditions at its community and the training of and acts and omissions of its directors, employees, contractors, vendors, and any other individual who works at or for a Facility. We will not be liable for any conditions of any Facility or for any act or omission by a Facility or any of its directors, employees, contractors, vendors or other individuals associated with or working for a Facility.

Each Facility is solely responsible for the information posted on its page or on our Services. The information does not represent our views, or the view of any individual associated with us, and we do not control this information. We make no warranty as to the accuracy or completeness of any of the information posted by and/or for the Facilities on or through our Services, and do not take any responsibility or assume any liability for any actions you may take as a result of reading or using the information posted by and/or for the Facility on or through our Services. By using our Services, you assume all associated risks.

b. No Endorsements or Affiliation. We do not recommend or endorse any Facility. We are solely an information service that provides you with information about Facilities. We do not place a Potential Resident in any Facility, perform any medical assessment of or for Potential Residents, or participate in the decision regarding final selection of or admittance to a Facility. USERS SHOULD CONDUCT THEIR OWN RESEARCH INTO ANY FACILITY INCLUDED ON OUR PLATFORM AND SERVICES BEFORE PLACING ANY POTENTIAL RESIDENT INTO SUCH FACILITY.

c. Not a Broker. We are not representatives of or agents for Users or Facilities. We do not act on either's behalf. It is the sole responsibility of the Facility and the Potential Resident, the User, and/or other involved parties acting on the Potential Resident’s behalf to determine if any person is an appropriate admission to a Facility. GuidingPatients does not broker, sell, or lease space directly and is not a party to any transaction between the provider and the family.

c. NO PROFESSIONAL OR MEDICAL ADVICE. WE ARE NOT MEDICAL PROVIDERS. ALL INFORMATION, CONTENT, MATERIALS, AND ADVICE AVAILABLE ON OR THROUGH OUR SERVICES IS FOR YOUR INFORMATIONAL PURPOSE ONLY AND IT IS NOT INTENDED TO REPLACE OR SUBSTITUTE ANY FINANCIAL, MEDICAL, LEGAL, OR OTHER ADVICE. GUIDINGPATIENTS EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE US FROM, ANY AND ALL LIABILITY CONCERNING ANY TREATMENT, ACTION BY OR EFFECT ON ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED ON OUR THROUGH OUR SERVICES. YOU SHOULD ALWAYS CONSULT WITH A TRAINED AND LICENSED MEDICAL PROVIDER FOR ANY MEDICAL CONCERNS.

6. Warranty Disclaimers.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, OUR SERVICES, AND ALL FEATURES AND INFORMATION THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUIDINGPATIENTS AND OUR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS (THE “RELEASED PARTIES”) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WITHOUT LIMITATION, GUIDINGPATIENTS MAKES NO WARRANTY THAT OUR SITE, SERVICES (INCLUDING WITHOUT LIMITATION THE PLATFORM) AND THE INFORMATION THEREIN WILL MEET YOUR EXPECTATIONS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, AVAILABLE 24/7 OR ERROR FREE, THAT THE INFORMATION OR RESULTS OBTAINED FROM SUCH WILL BE ACCURATE, COMPLETE, CURRENT OR RELIABLE, THAT DEFECTS IN THE FOREGOING WILL BE CORRECTED, OR THAT THE FOREGOING WILL BE VIRUS-FREE.

ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT OR MATERIAL.

GUIDINGPATIENTS SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS OR RELATIONSHIPS YOU ENTER INTO WITH FACILITIES OR THIRD PARTIES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN SUCH FACILITIES OR THIRD PARTIES.

7. Limitation of Liability.

a. Limitation of Liability. OUR TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD). THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AUTHORIZED THIRD PARTIES, NOR ANY PROVIDER OF INFORMATION OR SERVICES WE USE IN PREPARING OR PROVIDING THE SERVICES, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE OR LOST OR DAMAGED DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

b. For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST GUIDINGPATIENTS.

8. Indemnification.

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold the Released Parties harmless from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (i) your access to, use, or misuse of our Site, Services, including without limitation the Platform, or any part thereof; (ii) a breach or alleged breach by you of these Terms or applicable law; (iii) infringement or misappropriation of any intellectual property or other rights of ours or third parties by you; or (iv) any negligence or willful misconduct by you.

9. Term and Termination.

a. Term. This Agreement will remain in full force and effect until the earlier of: (i) the date which you cease using our Services; and (ii) the date we cease provision of the Services.

b. Termination. We may terminate or suspend your access to our Service (and/or any feature thereof) at any time, for any reason, without warning and in our sole discretion.

10. Privacy Policy.

For information regarding our use of personal information, please review our current Privacy Policy, which is hereby incorporated into this Agreement by reference; any use of our Services constitutes your acceptance and agreement to be bound by our Privacy Policy.

11. Dispute Resolution; Governing Law.

a. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law provisions thereof. Any legal proceedings that arise under this Agreement shall be brought in Dallas County, Texas or, if applicable, the federal court located in Dallas County, Texas.

b. Arbitration. If any dispute occurs between you and GuidingPatients relating to our Services or the application, interpretation, implementation, or validity of these Terms, you and GuidingPatients agree to resolve the dispute through arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website (www.adr.org). The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. The costs of the arbitrator shall be divided equally between you and GuidingPatients. You understand that you are agreeing to binding arbitration under this section, which gives up any constitutional rights to have a dispute determined by a court of law or by a jury and any right that you may have under to have a trial de novo by a court after nonbinding arbitration of a dispute concerning fees or costs; that discovery of information in arbitration may be limited; and that the arbitration decision will be final and binding, except to the limited extent that judicial review might be available.

c. Jury Waiver; No Class Action. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.

12. Miscellaneous.

a. Relationship of Parties. The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other.

b. Waiver/Severability. No waiver of any term, provision or condition of this Agreement shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

c. Survival. Any section, which by its nature is intended to survive any termination or expiration of this Agreement, shall survive such termination or expiration, including without limitation: 1c (Restrictions), 2a (GuidingPatients Content), 3d (Feedback), 4 (Prohibited Uses), 5 (Facility Disclaimers), 6 (Warranty Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 11 (Dispute Resolution; Governing Law), and 12 (Miscellaneous).

d. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Services. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

e. Contact. You may contact us at any time regarding these Terms or our Services at info@guidingpatients.com.