Thanks for using the Auxo Care Product. These Auxo Care Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our products. As applicable to the specific product, if you are being invited or added to a product set up by an Auxo Care customer, the user notice governs your access and use of the product (and not these Terms). These terms are between you and the Auxo Care entity that owns or operates the Auxo Care Home Care product that you are using or accessing listed here (“Auxo Care Solutions LLC,” “Auxo Care,” “we” or “us”). “You” means the entity you represent in accepting these terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have the full legal authority to bind your employer or such entity to these terms; (ii) you have read and understood these terms; and (iii) you agree to these terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or a similar button or checkbox) that is presented to you. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE

Please note that if you sign up using an email address from your employer or another entity, then (a) you will be deemed to represent such party, (b) your click to accept will bind your employer or that entity to these terms, and (c) the word “you” in these terms will refer to your employer or that entity.

These terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access the Auxo Care Homecare Product, whichever is earlier (the “Effective Date”). These terms do not have to be signed to be binding. You indicate your assent to these terms by clicking “I agree” (or similar button or checkbox) at the time you register for an Auxo Care Product and create an Auxo Care account.

Our Service

Auxo Care offers Home Care Business Management Software specially designed for Home Care businesses (“Service” or “Services”). It is a unified, intelligent software platform that runs on the Cloud and can be accessed via your computer or phone to run and grow your Home Care Business efficiently. The Auxo Care Suite is your single source for all key business processes. The simplified processes, built-in automation, world-class user experience, and many innovative features help the Home Care Franchisees, caregivers, Employees, and Franchisors focus on the most important aspects of their business.

You may use the services for your personal and business use or for internal business purposes in the organization that you represent. You may connect to the services using any Internet browser supported by the services. You are responsible for obtaining access to the Internet and the equipment necessary to use the services.

Modification or Discontinuation of the Service. We may add, modify, or discontinue any feature, functionality, or any other tool within the service and/or Sites at our own discretion and without further notice. However, if we make any material adverse change in the core functionality of the service, then we will notify you by posting an announcement on the Sites and/or via the service or by sending you an email.

No contingency on future releases and improvements. You hereby acknowledge that your purchase of the service and/or Third-Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including, without limitation, the continuance of (i) a certain service beyond its current subscription term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

Account Registration and Administration.

Account Registration. To register for the service for the first time, you shall create an account with the service. By creating an account (“Account”) and registering to the service, you become, either individually or on behalf of your employer or any entity on behalf of whom you created the Account, an Auxo Care customer (the “Customer”). The first user of the Account is automatically assigned as the Account administrator (the “Owner”).

Your Registration Information. When creating an Account or when you are added to an Account and creating your user profile (the “User Profile”), you : (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the service; and undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. If you or the admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

Account Admins (Owner).The admin(s) of an account are, severally and jointly, deemed as the authorized representatives of the customer, and any decision or action made by any Admin is deemed as a decision or action of the customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the service and the Account, including, without limitation: (i) control your (and other Users’) use of the account; (ii) purchase, upgrade or downgrade the service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); and (iv) integrate or disable integration with Third-Party Services. You also acknowledge that your account can become managed by a representative of the entity that owns or controls the email address domain with which your account was created or registered. You are responsible for taking the necessary steps to ensure that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by emailing support@auxocare.com, provided that the process is acceptable to Auxo Care. Without any specified administrator account recovery process, Auxo Care may provide control of an administrator account to an individual, providing proof satisfactory to Auxo Care and demonstrating authorization to act on behalf of the organization. You agree not to hold Auxo Care liable for the consequences of any action taken by Auxo Care in good faith in this regard.

Other Users:There are several types of Account users, such as guests, viewers, and team members, all of whom are defined within the service and referred to herein as “Authorized Users” and collectively with the Admin, the “Users.” The features and functionalities available to the Users are determined by the respective subscription plan governing such account, and the privileges of each such Authorized User are assigned and determined by the Account Admin(s). For more information on the rights, permissions, and definitions of each of the various types of Authorized Users, visit our Support Center.

Responsibility for Authorized Users.The customer is solely liable and responsible for understanding the settings, privileges, and controls for the service and for controlling whom the customer permits to become a User and what the settings and privileges for such User are, including, without limitation, the right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account, the right to access, modify, etc. You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Auxo Care is not responsible for the administration and internal management of your services’ account. The customer is responsible for the activities of all of its Users, including how Users use the customer Data, even if those Users are not from the customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account is deemed by us as an authorized action by the Customer; hence, the Customer shall have no claim in this regard.

Subscription to Beta Service

We may offer certain services such as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of beta services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid service as a result of your subscription to any beta service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the beta services with or without notice to you. You agree that Auxo Care will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the beta services for any reason.

Modification of Terms of Service

We may modify the terms upon notice to you at any time through a service announcement or by emailing your primary email address. If we make significant changes to the terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the services by providing Auxo Care notice by email within 30 days of being notified of the availability of the modified terms if the terms are modified in a manner that substantially affects your rights in connection with the use of the services. In the event of such termination, you will be entitled to a prorated refund of the unused portion of any prepaid fees. Your continued use of the service after the effective date of any change to the terms will be deemed to be your agreement to the modified terms.

Your Personal Data

The personal information you provide to Auxo Care through the service is governed by the Auxo Care Privacy Policy. Your election to use the service indicates your acceptance of the terms of the Auxo Care Privacy Policy. You are responsible for maintaining the confidentiality of your username, password, and other sensitive information. You are responsible for all activities that occur in your user account, and you agree to inform us immediately of any unauthorized use of your user account by emailing support@auxocare.com or by calling us on any of the numbers listed at www.auxocare.com. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

Your Customer Data.

Customer data is any data, file attachments, text, images, reports, personal information, or any other content that is uploaded or submitted, transmitted, or otherwise made available to or through the service by you or any User and is processed by us on customer’s behalf (the “Customer Data”). Anonymous Information (as defined below) is not regarded as customer data to avoid doubt. The customer retains all rights, title, interest, and control in and to the customer data in the form submitted to the service. Subject to these terms, the customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the customer data, and solely to the extent that reformatting customer data for display in the service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief or have received a complaint alleging, that such customer data is in violation of these terms; (iv) to comply with a valid legal subpoena, request, or other lawful processes; and (v) as expressly permitted in writing by you.

Responsibility for customer data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for any customer data that you submit, post or display on or through the Service; (ii) the customer data complies with, and subject to, our Acceptable Use Policy; and (iii) the customer data you submit, your use of such customer data, and our use of such customer data, as set forth in these terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the customer data. We assume no responsibility or liability for customer data, and you shall be solely responsible for customer data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Auxo Care shall not monitor and/or moderate the customer data, and there shall be no claim against Auxo Care for not acting so.

Intellectual Property Rights; License.

Auxo Care will retain all interest in and to the services, including all documentation, modifications, improvements, upgrades, derivative words, and all other Intellectual Property rights in connection with the service, including its name, logos, and trademarks reproduced through the service.

Communications from Auxo Care

The service may include certain communications from Auxo Care, such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the services. As part of our policy to provide you with total privacy, we also provide you the option of opting out of receiving newsletters from us. However, you cannot opt out of receiving service announcements and administrative messages.

Complaints

If we receive a complaint from any person against you with respect to your activities as part of the use of the services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving our forwarded complaint and copy Auxo Care in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant to enable the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10-day time limit will be construed as your consent to disclosing your name and contact information by Auxo Care to the complainant.

Subscription Term, Renewal, and Fee Payments

Auxo Care Order Form. Our order form may be completed and placed in various ways, including an online form, in-product screens, or any other mutually agreed-upon offline form delivered by the customer or any of the other Users to Auxo Care, including via mail, email, or any other electronic or physical delivery mechanism (the “Order Form”). Such an Order Form will list, at the minimum, the service ordered, subscription plan, term, and associated fees.

Subscription Term. The service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the “Subscription term” and the “Subscription Plan,” respectively, and collectively the “Subscription”).

Subscription Fees. In consideration for the provision of the service (except for Trial Service), the customer shall pay us the applicable fees per the purchased subscription, as set forth in the applicable Order Form (the “Subscription Fees”). Subscription fees are stated in US dollars. The customer hereby authorizes us, either directly or through our payment processing service, to charge such subscription fees via the customer’s selected payment method upon the due date. Unless expressly set forth herein, the subscription fees are non-cancellable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to the customer, if such change may affect the customer’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by the customer, we may, at our sole discretion (but shall not be obligated to), retry to collect later and/or suspend or cancel the Account without notice.

Taxes. The subscription fees are exclusive of any and all taxes (including, without limitation, value-added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties which may be imposed in respect of these terms and the purchase or sale, of the service hereunder (the “Taxes”), except for taxes imposed on our income. If the customer is located in a jurisdiction that requires the customer to deduct or withhold taxes or other amounts from any amounts due to us, please notify us in writing promptly, and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, the customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the subscription fees, payable by the customer.

Billing.As part of registering or submitting billing information to the service, the customer agrees to provide us with updated, accurate, and complete billing information, and the customer authorizes us (either directly or through our affiliates, subsidiaries, or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from customer’s payment method or designated banking account, and to make any inquiries that we may consider necessary to validate customer’s designated payment account or financial information, to ensure prompt payment, including to receive updated payment details from customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by customer’s credit card company).

Subscription Auto-Renewal.To ensure that the customer will not experience any interruption or loss of services, the customer’s subscription includes an automatic renewal option by default, according to which, unless the customer disables the auto-renewal option or cancels its subscription before its expiration, the subscription will automatically renew upon the end of the then applicable subscription term, for a renewal period equal in time to the original subscription term (excluding extended periods) and, unless otherwise notified to customer, at the same price (subject to applicable tax changes and excluding any discount or other promotional offer provided for the first subscription term). Accordingly, unless either the customer or Auxo Care cancels the subscription before its expiration, we will attempt to automatically charge the customer the applicable subscription fees upon or immediately before the expiration of the then applicable subscription term. If the customer wishes to avoid such auto-renewal, the customer shall cancel its subscription (or disable the auto-renewal option) before its expiration at any time through the Account settings or by contacting our customer success team. Except as expressly set forth in these terms, if a customer cancels their subscription during a subscription term, the subscription will not renew for an additional period, but the customer will not be refunded or credited for any unused period within the subscription term.

Refund Policy; Chargeback.

Refund Policy. If the customer is not satisfied with its initial service purchase, the customer may terminate such service by providing us a written notice within 30 days of having first ordered such services (the “Refund Period”). If the customer terminates such initial purchase of a service within the Refund Period, we will refund the customer the subscription fees paid in respect to such terminated subscription in the same currency we were originally paid (the “Refund”). The refund applies only to the customer’s initial purchase of the service and not to any additional purchases, upgrades, modifications, or renewals of such service. Please note that the refund amount may be different than the amount the customer was charged due to currency changes and third-party fees, such as wire transfer fees, and we shall not be responsible for any differences caused by changes in currency exchange rates or fees that customer was charged by third parties. After the Refund Period, the subscription fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for services actually received and enjoyed, we reserve our right to reject the customer’s refund request.

Third Party Services. Third-party services may be offered free of charge or for a certain fee, either charged directly by the third-party service or by Auxo Care. Wherever the Third-Party Service requires a payment, it shall be indicated next to the offering of the Third-Party Service unless such price is included within the subscription plan for the service. Whenever Auxo Care charges a customer on behalf of itself and not as an agent on behalf of the Third-Party Service, the payment terms, including the payment of fees, renewal, and refund policy, are governed by the Refund and Chargeback policy mentioned herein. Whenever Auxo Care charges a customer on behalf of the Third-Party Services, the customer acknowledges that Auxo Care serves only as an intermediary in facilitating or collecting the applicable fees and taxes from the customer for the Third-Party Service. Thus, the Third-Party Agreement governs all payment-related issues, including the payment of fees, renewal, and refund policy.

Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the services or otherwise make it available to any third party; (ii) provide any service based on the services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Auxo Care; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the services. You agree not to use the services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the services for the transmission of “junk mail,” “spam,” “chain letters,” “phishing,” or unsolicited mass distribution of email. We reserve the right to terminate your access to the services if there are reasonable grounds to believe that you have used the services for any illegal or unauthorized activity.

Inactive Accounts Policy

We reserve the right to terminate unpaid, inactive subscription accounts for a continuous period of 120 days. If such termination occurs, any data associated with such an account will be deleted. We will provide you with prior notice of such termination and the option to back up your data. The data deletion policy may be implemented with respect to any or all of the services.

Data Ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the services does not grant Auxo Care the license to use, reproduce, adapt, modify, publish, or distribute the content created by you or stored in your account for Auxo Care’s commercial, marketing, or any similar purpose. But you grant Auxo Care permission to access, copy, distribute, store, transmit, reformat, publicly display, and publicly perform the content of your account solely as required to provide the services to you.

Trademark

Auxo Care, the Auxo Care logo, the names of individual services, and their logos are trademarks of Auxo Care LLC. You agree not to display or use, in any manner, the Auxo Care trademarks without Auxo Care’s prior permission.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SERVICES ‘ USE IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. AUXO CARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AUXO CARE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE, OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM AUXO CARE, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

YOU AGREE THAT AUXO CARE SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF AUXO CARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL AUXO CARE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

Indemnification

You agree to indemnify and hold harmless Auxo Care, its officers, directors, employees, suppliers, and affiliates from and against any losses, damages, fines, and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the services in violation of another party’s rights, in violation of any law, in violations of any provisions of the terms, or any other claim related to your use of the services, except where such use is authorized by Auxo Care.

Arbitration

Any controversy or claim arising out of or relating to the terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated individually and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Florida, and judgment on the arbitration award may be entered into any court with jurisdiction. Notwithstanding anything to the contrary, Auxo Care may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Suspension and Termination

We may suspend your user account or temporarily disable access to all or part of any service in case of any suspected illegal activity, extended periods of inactivity, or requests by law enforcement or other government agencies. Objections to suspending or disabling user accounts should be made to support@auxocare.com within thirty days after being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the services upon reasonable belief that you have violated the terms and to terminate your access to any beta service in case of unexpected technical issues or discontinuation of the beta service. You have the right to terminate your user account if Auxo Care breaches its obligations under these terms, and in such event, you will be entitled to a prorated refund of any prepaid fees. Termination of your user account will include denial of access to all services, deletion of information in your user account, such as your email address and password, and deletion of all data in your user account.

END OF TERMS OF SERVICE

If you have any questions or concerns regarding this Agreement, please contact us at support@auxocare.com.