SENIORLY TERMS OF USE

UPDATED JANUARY 1, 2024

Hello and thank you for your interest in Seniorly, Inc. (“Seniorly”). By registering a new account or otherwise using or accessing any portion of the Seniorly website currently located at Seniorly.com (the “Site”), including any content, functionality, and services offered on or through the Site (collectively, the “Services”), you agree to the following terms of use, as updated from time to time (these “Terms of Use”). Please read these Terms of Use carefully. If you do not agree to these Terms of Use, do not use the Site, Partner Agents (as defined below), or Services.

Notwithstanding anything to the contrary in these Terms of Use, these Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Seniorly for services, products, or otherwise. Your access to and use of the Site may also be subject to any legal notices or additional terms and conditions applicable to the Site and/or Services, in addition to these Terms of Use (“Additional Terms”). Where Additional Terms apply to the Site or Services, the Additional Terms will be provided to you separately. These Terms of Use, together with the Additional Terms, form a legally binding agreement between you and Seniorly in relation to your use of the Site and Services. If there is any contradiction between what the Additional Terms say and what these Terms of Use say with respect to the Services, then the Additional Terms shall take precedence in relation to the particular Service.

You must be at least eighteen (18) years of age to use the Site or Services. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have not previously been suspended or removed from the Site or prohibited use of any Services; and (c) your registration and your use of the Site and any Services complies with all applicable laws and regulations. If you do not meet all of these requirements, you must not access or use the Site or any Services offered on or through the Site.

Unless you have entered into a separate written commercial agreement with Seniorly permitting you to use the Services for transactions on behalf of another person, you may only use the Services for transactions on your own behalf, and not on behalf of any other person.

CHANGES TO THESE TERMS OF USE

We reserve the right to change or modify theses Terms of Use and anything pertaining to the Site, Partner Agents, and/or Services at any time in our sole discretion. If we decide to change these Terms of Use, we will post a new version on the Site and update the date listed at the top of these Terms of Use. Any changes or modifications will be effective immediately upon posting of the revisions on the Site. However, any such changes will not apply to any dispute between you and Seniorly arising prior to the date on which we posted the revised Terms of Use incorporating such changes. Your use of the Site and/or the Services following the posting of changes or modifications to these Terms of Use will constitute your acceptance of the revised Terms of Use. If you do not agree to the amended terms, you should immediately stop using the Site and Services. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

OUR SERVICES

Seniorly is a senior living information portal that lists senior living and care services. Seniorly works with independent living, residential care homes, assisted living, memory care, skilled nursing, and similar facilities (“Participating Communities”). Seniorly also works with local placement agents and geriatric care managers to assist families in person or over the phone (each a “Partner Agent”). Based on a family’s stated needs and preferences, we provide such family with information about contracted Participating Communities and we forward such family’s information to those Participating Communities or Partner Agents, as applicable. Families can review detailed information about local and national Participating Communities, and get personalized, knowledgeable assistance by telephone or in-person from a local Partner Agent. Unless otherwise specified, Seniorly’s service is offered at no charge to families as the Participating Communities pay a fee to Seniorly or its Partner Agents. In connection with the paid services, Seniorly also operates a proprietary software platform for use by approved Participating Communities and Partner Agents.

PARTICIPATING COMMUNITIES

The Participating Communities are solely responsible for evaluating, accepting (or declining, as appropriate), and caring for all residents, including 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, whether referred from Seniorly or a Partner Agent. Each Participating Community is responsible for the conditions at its community and the training of and acts and omissions of its employees, contractors, vendors, and any other individual who works at or for a community.

We do not ensure the accuracy of any of the information posted by and/or for a Participating Community on the Site, and do not take any responsibility or assume any liability for any actions you may take as a result of reading the information posted by and/or for a Participating Community on the Site. By using the Site and/or Services, you assume all associated risks.

You hereby grant Seniorly a non-exclusive license to use, display (publicly or otherwise), and reproduce any text, photographs, images, videos, audio content, or other written or audiovisual content ("Content") that (i) you have provided or will provide to Seniorly or (ii) you have publicly posted on your website or otherwise have publicly made available, in connection with the advertising and marketing of your properties and communities on Seniorly’s website. The parties intend that the foregoing two sentences shall have retroactive effect and shall apply to all Content provided, posted, or made available any time prior to today’s date.

You represent and warrant that (i) you own all right, title, and interest in and to the Content or otherwise possess the necessary rights and consents to allow Seniorly to use the Content in connection with the advertising and marketing of your properties and communities on Seniorly’s website, and (ii) the Content (and Seniorly’s exercise of its rights with respect thereto) does not and shall not infringe, misappropriate or violate any copyright, patent, trademark, trade secret, publicity, privacy or other rights of any third party.

You shall indemnify, defend, and hold Seniorly and its affiliates, and its and their directors, officers, employees, agents, successors and assigns harmless from liability or expense (including reasonable attorney’s fees) from any third-party claim related to or arising from infringement by Seniorly’s use of the Content of any copyright, patent, trademark, trade secret, publicity, privacy or other rights of any third party.

NO ENDORSEMENT; NO AFFILIATION; NOT A BROKER

We, and Partner Agents, exercise no independent judgment as to the quality of, nor do we recommend, control, or endorse, any Participating Community. We provide only an information service and do not: (a) place the consumer in any Participating Community; (b) perform any medical assessment of or for the consumer or the Participating Community; or (c) participate in the consumer’s and Participating Community’s decision regarding final selection or admittance. Further, we are not a representative of or agent for either the consumer or the Participating Community and do not act on either’s behalf. It is the responsibility solely of the Participating Community and the potential resident, and/or the potential resident’s family and care provider(s) and/or other involved parties acting on the potential resident’s behalf, to determine if any person is an appropriate admission to the Participating Community.

NO PROFESSIONAL ADVICE

All information, materials, content, and advice on the Site or provided through the Services is for informational purposes only and is not intended to replace or substitute any professional, financial, medical, legal, or other advice. Seniorly expressly disclaims, and you expressly release Seniorly from, any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Site and/or Services. You should consult with an appropriately trained specialist for all concerns that require medical, legal, financial, or other professional advice.

FEES

A. Generally. You may be required to pay fees to access certain features of the Site or Services. All fees are in U.S. dollars and are non-refundable. If Seniorly implements, changes, modifies, or waives the fees for all or part of the Services, including by adding fees or charges, Seniorly will provide you advance notice of those changes. If you do not accept the changes, Seniorly may restrict your access to certain features of the Site or discontinue providing the applicable part of the Services to you. Seniorly’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize Seniorly to charge all fees as described in these Terms of Use for the Services you select to that payment method, and you grant Seniorly the right to provide such information to third parties for purposes of facilitating any transactions. If you pay any fees with a credit card, you represent and warrant that you have the right to use any credit card that you submit, and Seniorly may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

B. Subscriptions. The Services may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize Seniorly to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). Seniorly may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies.

USER ACCOUNTS; USER MATERIALS

A. User Accounts. To access some features of the Site and/or Services, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as email address or other contact information. You represent and warrant that the information you provide is accurate and complete and that you will keep it accurate, complete, and up to date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You also acknowledge that your account is personal to you, and you agree not to provide any other person with access to the Site or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including, in our opinion, you have violated any provision of these Terms of Use.

B. User Materials; License Grant. Certain portions of the Services may allow users to upload or otherwise provide to Seniorly images, photos, video, data, text, listings, and other content (“User Materials”). By uploading or otherwise providing User Materials to the Services, you grant Seniorly an irrevocable, perpetual, royalty-free worldwide, fully paid-up, transferable, and fully sublicensable (through multiple tiers) license to use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, translate, and otherwise use, analyze, and exploit your User Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). Seniorly will not pay you for your User Materials or to exercise any rights related to your User Materials. Seniorly has no control over and is not responsible for any use or misuse (including any distribution) by any third party of User Materials. Seniorly may remove or modify your User Materials at any time. You are solely responsible for all User Materials made through your user account(s) on the Services or that you otherwise make available through the Services. For all User Materials, you represent and warrant that: (i) you are the creator and owner of the User Materials, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property laws) to authorize Seniorly and other users to access and use your User Materials as necessary to exercise the licenses granted by you under these Terms of Use; and (ii) your provision of User Materials is not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any User Materials that you may have under any applicable law under any legal theory. In addition, if you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Site and/or Services or otherwise, such Feedback will be deemed User Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Seniorly under any fiduciary or other obligation. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.

C. User Materials Disclaimer. Seniorly is under no obligation to monitor, evaluate, edit, or control your User Materials or the User Materials of any other user and will not be in any way responsible or liable for any User Materials. Seniorly may, however, at any time and without prior notice, screen, remove, edit, or block any User Materials on the Services, including User Materials, that in Seniorly’s sole judgment violate these Terms of Use or are otherwise objectionable, including in any way described in our Privacy Policy. You understand that when using the Services, you may be exposed to User Materials of other users and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you may have against Seniorly with respect to User Materials. Seniorly expressly disclaims any and all liability in connection with User Materials. If notified by a user or content owner that User Materials allegedly do not conform with these Terms of Use, Seniorly may investigate the allegation and determine in Seniorly’s sole discretion whether to remove the User Materials, which Seniorly reserves the right to do at any time and without notice.

PRIVACY AND CONSENT TO COMMUNICATIONS

Your privacy is important to us, and we provide a Privacy Policy that sets out how we collect and use your personal information collected from the Site. Please review our Privacy Policy to which you should refer to fully understand how we collect and use personal information; your use of the Site and/or Services will constitute your acceptance of the terms and conditions of the Privacy Policy. By filling out any forms on the Site or providing information to us, you expressly consent to being contacted by us and/or the Participating Communities, whether by phone, mobile phone, email, mail, or otherwise. If you are a customer or potential customer of the Services, you authorize us to provide the information that you provided us and related information we may receive from third parties to Participating Communities 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 a Participating Community as necessary for our normal Participating Community related business practices (such as Participating Community billing matters) until such matters are closed.

The Services may provide web forms, links, or contact information, including phone numbers, that can connect you with Seniorly or third parties, such as Partner Agents or Participating Communities. Communications through these methods may be routed through a third-party service (“Communications Service”). Calls may be recorded or monitored for quality assurance and customer service purposes. You will be notified at the beginning of a call if it may be recorded or monitored. You consent to such recording and monitoring by Seniorly or the Communications Service. Seniorly also uses the Communications Service to track phone calls and text messages between you and Partner Agents so that Seniorly and the Partner Agent can access certain details about the contact. As part of this process, Seniorly and the Communications Service will receive in real time, and store, data about your call or text message, including the date and time of the call or text message, your phone number, and the content of the text message. You consent to these practices by Seniorly and the Communications Service. The information is subject to the Privacy Policy.

USE OF SITES; LIMITED LICENSE

You are granted a limited, non-sublicensable license to access and use the Site and all content, data, information, and materials included on the Site (the “Site Materials”) solely for your personal use, subject to the terms and conditions set forth in these Terms of Use. You will not use the Site or any of the Site Materials other than for their intended purpose or in any way that is unlawful or harms Seniorly. Any use of the Site or the Site Materials other than as specifically authorized herein is strictly prohibited and, without limiting other available remedies, will automatically and immediately terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by Seniorly at any time.

PROHIBITED USE

The following are examples of some actions and activities that are prohibited by you in accessing or using the Site or Services, and you agree not to do any of the following:

• Using the Site for commercial purposes.
• Conducting or promoting any illegal activities while using the Site or Services.
• Uploading or attempting to upload or otherwise transferring any virus, worm, trap door, back door, Trojan horse, timer, clock, counter, or other limiting or malicious routine, instruction, or design that would cause harm to the Site or Seniorly’s computer or telecommunication systems or data.
• Interfering in any way with the proper functioning of the Site (including harming, disabling, or significantly slowing) or interfering with or disrupting any servers or networks connected to the Site, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Site.
• Modifying, copying, distributing, reselling, transmitting, displaying, performing, reproducing, publishing, licensing, creating derivative works from, framing in another web page, and/or using on any other website or service any of the Site Materials.
• Engaging in the practices of “screen scraping,” “database scraping,” “data mining” or any other activity with the purpose of obtaining lists of users or other information, in whole or in part, from the Sites or use web “bots” or similar data gathering or extraction methods for such purposes.
• Attempting to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempting to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site.
• Attempting to gain access to secured portions of the Site.
• Circumventing, attempting to circumvent, disabling, or attempting to disable, or discovering or attempting to discover, any security measures (including encryption algorithms, keys, passwords, and the like) used by or for Seniorly to protect its computer and/or telecommunications systems.
• Using the Site or Services to generate unsolicited email advertisements or spam; or allowing, enabling, or otherwise supporting the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (i.e., “spam”).
• Using the Site or Services to stalk, harass, or harm another individual.
• Impersonating any person or entity, or otherwise misrepresenting your affiliation with a person or entity.
• Posting, transmitting, or otherwise making available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful, or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; (d) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner; or (e) harmful to minors.
• Mirroring or framing the Site, placing pop-up windows over its pages, or otherwise affecting the display of its pages.
• Removing any copyright, trademark, or other proprietary rights notice from the Site or from any materials made available on or through the Site.
• Engaging in any other action in any way that is unlawful or harms Seniorly.

INTELLECTUAL PROPERTY OWNERSHIP

The Seniorly, Inc. name, the Seniorly, Inc. logo, and all related names, logos, product and service names, designs, slogans, and other marks contained on the Site or in materials provided by Seniorly are trademarks of Seniorly or its affiliates or licensors. You must not use such marks without the prior written permission of Seniorly. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners. All rights, title, and interest in and to the Site, including content, materials, trademarks, software, and other features and functionality, and all intellectual property relating to the Site, vest solely in Seniorly and its licensors.

You may not use Seniorly’s marks in connection with any product or service that is not Seniorly’s, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any such marks without the express prior written consent of the owner. Any rights not expressly granted herein are reserved.

THIRD-PARTY AND LINKED SERVICES

The Services include links to third-party products, services, and websites, as well as materials provided by third parties, and may include functionality that allows for the distribution of your User Materials or your personal information (collectively, your “User Information”) to third parties not under Seniorly’s control (each, a “Third-Party Provider”). The Site may provide links to external sites (“External Sites”). We provide these links to External Sites for your convenience only. We do not control such External Sites; therefore, Seniorly is not responsible for the content of any linked website or any link contained in a linked website. Our inclusion of links to such External Sites does not imply any endorsement of any such third party who advertises their goods or services through the Site (including Participating Communities and Partner Agents). We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature, or reliability of External Sites.

Third-Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third party, and your dealings or business conducted with any third party arising in connection with the Services are solely between you and such third party. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. Seniorly does not endorse, and takes no responsibility for such products, services, websites, and materials, or a Third-Party Provider’s use of your User Information. By using a tool that allows for User Information to be transferred, you agree that Seniorly may transfer the applicable User Information or other information to the applicable third parties, which are not under the control of Seniorly. If you submit a contact form or otherwise indicate your interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third-Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form. Seniorly is not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

COPYRIGHT INFRINGEMENT NOTICES AND DMCA NOTICES

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Company a written notice by mail, e-mail or fax, requesting that Company remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details.

Notices and counter-notices must be sent in writing to Seniorly as follows: By mail to Seniorly, Inc., Attn: DMCA Agent, P.O. Box 26804, San Francisco, CA, 94108, USA; or by e-mail to legal@seniorly.com. You also may contact Seniorly’s DMCA Agent at telephone number (415) 985-4958.

DISCLAIMER

THE SITE AND THE SITE MATERIALS (INCLUDING ALL THIRD-PARTY CONTENT), AND ALL LINKS, INFORMATION, MATERIALS, EVALUATIONS, RECOMMENDATIONS, PRODUCTS, AND OTHER SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. SENIORLY AND ITS AFFILIATES, SUCCESSORS, OFFICERS, DIRECTORS, SHAREHOLDERS, PERSONAL REPRESENTATIVES, AGENTS, AND EMPLOYEES (COLLECTIVELY, “ASSOCIATED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SITE, THE SITE CONTENT, LINKS, AND ALL INFORMATION, MATERIALS, PRODUCTS, AND OTHER SERVICES AVAILABLE ON OR THROUGH THE SITE OR SERVICES. IN ADDITION, SENIORLY IS NOT RESPONSIBLE FOR THE INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY, OR THE CONDUCT OF, ANY THIRD PARTY OR ITS AGENTS OR EMPLOYEES (EVEN IF WE HAVE INTRODUCED YOU TO SUCH PARTY OR PARTIES), INCLUDING ANY PARTICIPATING COMMUNITY, PARTNER AGENT, OR OTHER HEALTH CARE OR ANY OTHER SENIOR HOUSING AND CARE PROVIDER, WHETHER OFFLINE OR ONLINE. NO ORAL OR WRITTEN INFORMATION FROM SENIORLY OR ANY OTHER PARTY WILL MODIFY THIS DISCLAIMER. SENIORLY EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS THAT THE INFORMATION OR MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WHILE WE ATTEMPT TO PROVIDE YOU ACCESS SAFE FROM VIRUSES, SENIORLY DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SENIORLY OR ANY OF THE ASSOCIATED PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR SERVICES, SENIORLY’S ACTS OR OMISSIONS UNDER OR IN ANY WAY RELATED TO THE SITE OR SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH THE SITE OR SERVICES, REGARDLESS OF THE LEGAL THEORY, INCLUDING TORT, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY SENIORLY OR ANY OF THE ASSOCIATED PARTIES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE OR ANY SERVICES IS TO STOP USING THE SITE AND SERVICES. THE MAXIMUM AGGREGATE LIABILITY OF SENIORLY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO SENIORLY TO USE THE SITE AND/OR SERVICES. ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION 15 (LIMITATION OF LIABILITY) AND ELSEWHERE IN THIS AGREEMENT) ARE MADE ON BEHALF OF BOTH SENIORLY AND EACH OF THE ASSOCIATED PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS OF THIS SECTION 15 (LIMITATION OF LIABILITY) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INDIRECT DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend, indemnify, and hold Seniorly and each of the Associated Parties, and their respective successors and assigns, harmless from any claim or demand, including attorneys’ fees, arising out of your use of the Sites and/or Services or your violation or alleged violation of these Terms of Use, or the infringement by you of any intellectual property or other right of any person or entity.

TERMINATION

These Terms of Use are effective until terminated. We may terminate or suspend your access to the Site and/or your use of Services at any time, with or without cause, and with or without notice. Upon such termination or suspension, your right to use the Site and/or Services, as applicable, will immediately cease. Sections 1-5, 6 (to the extent applicable with respect to any Subscription Service that remains in effect or for which any fees remain payable), 7-8, and 10-24 shall survive any expiration or termination of these Terms of Use.

CHANGES TO THE SITE AND/OR SERVICES

We reserve the right to change, modify, suspend, or cease providing the Site and/or any Services (and, therefore, your access to and use of the foregoing) at any time, without notice.

JURISDICTIONAL ISSUES

The Site is controlled or operated (or both) from the United States and is not intended to subject Seniorly to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose in our sole discretion.

CHOICE OF LAW

These Terms of Use are governed by the laws of the State of California, without giving effect to its conflict of laws provisions and regardless of your location. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in San Francisco County, California for any and all disputes, claims, and actions arising from or in connection with the Site, the Services, and/or these Terms of Use.

CLAIMS SUBJECT TO MANDATORY AND BINDING ARBITRATION

Subject to and without limiting Section 20 (Choice of Law), you expressly agree that any claim or cause of action that arises from, relates to, or has connection with the Site or Services shall be adjudicated exclusively and finally by arbitration in California, administered by the American Health Lawyers Association Alternative Dispute Resolution Service under its Rules of Procedure for Arbitration (available at http://www.healthlawyers.org). The arbitration award shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Except as required by applicable law, you knowingly, voluntarily, intelligently, and irrevocably waive any right to appeal from the arbitration award, including any appeal from any judgment entered on the arbitration award or any order based thereupon. YOU EXPRESSLY AGREE THAT ANY CLAIM OR CAUSE OF ACTION THAT IS SUBJECT TO ARBITRATION UNDER THESE TERMS OF USE MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER EXPRESSLY AGREE THAT THE ARBITRATOR SHALL NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. If a court decides that the terms of this Section 21 (Claims Subject to Mandatory and Binding Arbitration) are not enforceable or are invalid, then this Section 21 (Claims Subject to Mandatory and Binding Arbitration) shall cease to have effect; provided, however, that the remaining portions of these Terms of Use will remain in full force and effect.

FILTERING

We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Seniorly does not endorse any of the products or services listed on such site.

GENERAL TERMS

You agree not to export from anywhere any part of the Services provided to you, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules, and regulations. You represent, warrant, and covenant that you are not: (a) located in, or a resident or a national of, any country subject to any U.S. government embargoes or other sanctions or restrictions; or (b) on any of the U.S. government lists of restricted persons or entities. All Services used by the U.S. Government are provided with the commercial license rights described herein. These Terms of Use do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Seniorly. These Terms of Use may only be amended by a written agreement signed by authorized representatives of the parties to these Terms of Use. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid and enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section headings in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms of Use shall be construed as if followed by the phrase “without limitation.” Seniorly may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer, or sublicense your rights or obligations, if any, in the Services. Seniorly’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use, and all expressly incorporated terms and agreements, constitute the entire agreement between you and Seniorly with respect to the Services provided hereunder and supersede all prior or contemporaneous communications of any kind between you and Seniorly with respect to the Services. Notices to you (including notices of changes to these Terms of Use) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Seniorly will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.

CONTACT INFORMATION

The Services are offered by Seniorly and its affiliates, located at 2 Embarcadero Center, Suite 08-129, San Francisco, CA, 94111. You may contact Seniorly by sending correspondence to that address or emailing info@seniorly.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA, 95834, or by telephone at (916) 445-1254 or (800) 952-5210.