Hailo Caregiver Terms of Service

1.1 Eligibility

To use the Services you must: (a) be at least 18 years of age; (b) have the legal capacity to enter into a binding contract; (c) be authorized to work in the United States, as determined by your agency; (d) hold and maintain any registration, certification, license, or clearance that applicable law or your agency requires for the care you perform; and (e) not be excluded, barred, or disqualified from providing care services under applicable law. You represent and warrant that each of the foregoing is true and will remain true while you use the Services.

1.2 Accounts Are Created by Invitation

The Caregiver App does not offer public self-registration. Your account exists because a home-care agency using Hailo invited you or created a profile for you. You activate that account through a time-limited invitation link. If you receive an invitation you did not expect, do not use it — contact the agency directly.

1.3 Accurate Information

You agree to provide accurate, current, and complete information to Hailo and to your agency, and to keep it up to date. This includes your legal name, contact information, and any credential, registry, license, or eligibility information you submit or attest to. Providing false or misleading information is a material breach of these Terms and may also violate law.

1.4 Account Security

You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Your account is personal to you. You may not share your credentials or allow any other person to clock in or out, record time, complete tasks, write notes, or send messages as you. Doing so undermines the integrity of time and visit records that are used for payroll and regulatory compliance, and is a material breach of these Terms. Notify your agency and support@hailocare.com immediately if you suspect unauthorized access to your account.

1.5 One Account

You may not maintain more than one caregiver account, create an account using another person’s information, or transfer your account to anyone else.

Please read this Section carefully. It describes the fundamental relationship between you, Hailo, and your agency.

2.1 Hailo Provides Technology Only

Hailo operates and licenses software used by home-care agencies to run their operations. Hailo does not provide home-care services, does not operate a home-care agency, is not a home-health agency, nurse registry, staffing agency, professional employer organization, or health-care provider, and does not deliver, supervise, or control the care you provide.

2.2 Your Employer Is Your Agency

Your employment or independent-contractor relationship is with the home-care agency that engaged you. Your agency — not Hailo — is solely responsible for:

• hiring you, and setting the terms and conditions of your engagement;
• determining your classification (for example, W-2 employee or 1099 independent contractor);
• setting, calculating, and paying your wages, overtime, and any bonuses or differentials;
• withholding and remitting taxes, and providing wage statements and year-end tax forms;
• workers’ compensation coverage, unemployment insurance, and any benefits;
• assigning, changing, and cancelling your shifts, and supervising your work;
• training, evaluating, disciplining, and terminating you;
• approving and paying reimbursements; and
• complying with all wage-and-hour, meal-and-rest-break, sick-leave, scheduling, licensing, and labor laws that apply to your work.

2.3 Hailo Is Not an Employer or Joint Employer

Nothing in these Terms, and nothing about your use of the Services, creates an employment, joint-employment, agency, partnership, joint-venture, or franchise relationship between you and Hailo. Hailo does not hire you, set your pay, schedule you, supervise your work, evaluate your performance, or discipline you. Features in the Caregiver App that display schedules, times, tasks, or estimated earnings reflect information your agency entered or that the software computed from your agency’s data — they are not directions from Hailo and not a statement of what you are owed.

2.4 Your Rights Against Your Agency Are Unaffected

These Terms govern only your relationship with Hailo. Nothing in these Terms limits, waives, releases, or modifies any right or claim you have against your agency, including any wage, hour, benefit, discrimination, retaliation, workers’ compensation, or other statutory or contractual right. If you have a dispute about your pay, hours, classification, schedule, discipline, or working conditions, that dispute is with your agency.

2.5 Nothing Here Restricts Protected Activity

Nothing in these Terms prohibits or restricts you from engaging in activity protected by law, including discussing your wages, hours, or working conditions with other workers; engaging in protected concerted activity under Section 7 of the National Labor Relations Act; filing or participating in a charge, complaint, or investigation with the National Labor Relations Board, the Equal Employment Opportunity Commission, a state fair-employment or labor agency, a labor commissioner, OSHA, or any other government agency; reporting suspected abuse, neglect, or unlawful conduct as described in Section 9; or exercising any other non-waivable statutory right. You do not need Hailo’s or your agency’s permission to do any of these things.

2.6 No Marketplace Claims

Some Hailo marketing materials describe an independent-caregiver marketplace with self-signup, caregiver-set rates, or platform-issued pay. Those features are not part of the Services governed by these Terms and are not available to you. The Caregiver App is agency-mediated: work comes from your agency, and your agency pays you. If and when Hailo offers a different caregiver product, it will be governed by separate terms you will be asked to accept.

3.1 Information You Provide

During onboarding you or your agency may record identifying and eligibility information (which may include your date of birth, home address, the last four digits of your Social Security number, a driver’s license number, and a state registry or license number), emergency contact information, and acknowledgments of agency policies. You are responsible for the accuracy of information you provide.

3.2 Credentials Are Self-Reported Until Verified

Credentials and certifications you add in the Caregiver App are recorded as self-attested and pending review. You cannot mark your own credential as verified; only your agency or Hailo can record a verification status. Adding a credential does not make you qualified to perform work you are not lawfully permitted to perform. You must maintain current, valid credentials and must promptly tell your agency if any credential lapses, is suspended, expires, or is revoked.

3.3 Registry, License, and Background Checks

You authorize Hailo and your agency to verify credential, registry, and license information you provide against applicable public registries — including, for California caregivers, the Home Care Aide Registry maintained by the California Department of Social Services — and to record the results. Your agency may separately require background screening, fingerprinting, health screening, references, or motor-vehicle records as a condition of your engagement. Any background screening is conducted by or for your agency, under the agency’s legal obligations and any required consents, not by Hailo. Hailo does not itself decide whether you are cleared to work.

3.4 Documents and Signatures

Your agency may require you to review and sign employment, tax, compliance, or policy documents. Where those are delivered through a Hailo-hosted signing experience, Hailo hosts the experience and preserves a tamper-evident signature record; the documents are agreements between you and your agency, and Hailo is not a party to them. You are entitled to a copy of anything you sign.

3.5 Onboarding Does Not Guarantee Work

Completing onboarding, adding credentials, or setting availability does not guarantee that you will be offered any shift, any number of hours, or any particular assignment.

4.1 Your Agency Controls the Schedule

Shifts are created, assigned, changed, and cancelled by your agency. Hailo does not assign you work. The Caregiver App displays what your agency has scheduled and notifies you of changes.

4.2 Picking Up Additional Work

The Caregiver App may show you two kinds of work beyond your assigned shifts:

• Coverage shifts, which are claimed on a first-come, first-served basis. Claiming a coverage shift assigns it to you immediately, without further approval. Only claim a shift you are able, qualified, and willing to work.
• Open care plans, for which you submit an application that your agency may accept or decline at its discretion.

For both, street addresses are withheld until the work is yours; you will see only an approximate area beforehand. Claiming or applying does not change your employment relationship or your pay rate — those remain set by your agency.

4.3 You Cannot Cancel a Shift in the App

The Caregiver App does not provide a way to cancel, decline, release, or trade an assigned shift. If you cannot work a shift, contact your agency directly and as early as possible. Failing to appear for a scheduled shift may be recorded as a no-show (Section 5.7) and may have consequences under your agency’s policies.

4.4 Availability, Time Off, and Service Area Are Informational

Availability preferences, requested time-off dates, and service-area settings you enter are shared with your agency as preferences only. They do not automatically block scheduling, do not constitute an approved leave request, and do not guarantee that you will not be scheduled or contacted outside them. Time off must be requested and approved through your agency. Do not rely on a setting in the app in place of telling your agency.

4.5 Long and Multi-Day Shifts

The software supports shifts spanning up to seven days. The existence of that capability is not a representation that any particular shift length is lawful, safe, or compliant with wage-and-hour, overtime, meal-and-rest-break, or live-in rules. Compliance with those laws is your agency’s responsibility, and you should raise any concern with your agency.

This Section describes how the Services record your time. Because these records are used for payroll and for state compliance, accuracy matters and misuse has consequences.

5.1 Honest Time Records

You agree to clock in and out honestly, at the actual times you begin and end work, and only for visits you personally perform. Falsifying time or location records — including clocking in for a visit you are not at, clocking in for another person, or having another person clock in for you — is a material breach of these Terms, may constitute fraud, and may be reported to your agency and, where applicable, to payors or authorities.

5.2 Location at the Moment You Punch

When you clock in or out, the Caregiver App requests your device’s location and records the coordinates, accuracy, and timestamp with the punch. Location is collected only at the moment you clock in or out. The Services do not track your location between visits, do not run background location tracking, and do not follow you when the app is closed. Your punch coordinates may be sent to a mapping provider to convert them into a street address for the visit record (Section 12).

5.3 Proximity Warnings Do Not Block You

The app compares your location to the visit address and will warn you if you appear to be away from the visit. You can still clock in or out; the button becomes “Clock in anyway.” When you punch away from the visit, or without a usable location fix, the record is flagged for your agency to review. Clocking in from the wrong place is not a technical shortcut — it produces a flagged record your agency will see.

5.4 If You Have No Signal

If your device is offline, your punch is saved on your phone and automatically synced when you reconnect. The app records the time you actually tapped, and that time is used when the punch syncs, subject to reasonableness limits; a punch that is implausibly old or in the future may be adjusted to the time it was received and marked accordingly. Do not assume an offline punch was delivered until the app shows it as synced. If a saved punch fails to sync, tell your agency.

5.5 Your Raw Punches Are Preserved

Your original clock-in and clock-out records cannot be edited or deleted by you, by your agency, or through the app. They are retained as the underlying record.

5.6 Only Your Agency Can Adjust Times — and You Will Be Told

Your agency (not Hailo, and not you) can record an adjusted time for a shift. When it does, the original punch is preserved alongside the adjustment, a reason is recorded, and an audit entry is written. You will receive a notification when your time is adjusted, and the app shows both the adjusted time and your original punch. Adjusted times are what your agency uses for payroll.

The Caregiver App does not currently provide a way to dispute a time adjustment. If you believe a recorded or adjusted time is wrong, contact your agency promptly and in writing. Nothing in these Terms limits your right to raise a wage or hour concern with your agency or with a government agency (Section 2.5).

5.7 Rounding, Attendance Flags, and Automatic Clock-Out

Depending on settings your agency controls:

• recorded time may be rounded to a set increment (in either direction) when your agency approves it for payroll;
• the system may flag a late clock-in, a missed clock-in, a missed clock-out, or record a no-show;
• you may receive a reminder if you appear to have forgotten to clock out; and
• your agency may enable an automatic clock-out that records an end time (typically the scheduled end) if you never clock out. An automatic clock-out is recorded on the adjusted track, never as your raw punch, and you will be notified.

These settings are chosen by your agency, and the Caregiver App does not give you a way to opt out of them. If an automatically recorded time is wrong, contact your agency.

5.8 No Guarantee of Regulatory Sufficiency

Hailo provides EVV features as software. Hailo does not warrant that any record satisfies the EVV, documentation, or billing requirements of any state program, payor, or regulator. Your agency is responsible for its own compliance and for any submission to a state aggregator or payor.

6.1 Hailo Does Not Pay You

Hailo does not pay wages, salary, overtime, bonuses, tips, or reimbursements to caregivers, and does not process payroll disbursements to you. All amounts owed to you are owed by, calculated by, and paid by your agency. Hailo’s software may help your agency compute hours and export payroll data, but Hailo is not a party to your compensation and has no obligation to pay you anything.

6.2 “Predicted Earnings” Is an Estimate Only

Any earnings figure shown in the Caregiver App is an on-device estimate computed from recorded time and a rate supplied by your agency. It is not a wage statement, not a guarantee, and not a statement of what you are owed. It does not account for overtime, premiums, differentials, taxes, withholdings, deductions, meal-and-rest-break premiums, reimbursements, or rounding your agency may apply. Rely on your agency’s wage statements, not on this estimate. If they differ, your agency’s records and applicable law control.

6.3 Your Pay Rate

Pay rates displayed or used in estimates are set by your agency. Where the Services let you propose a rate when applying for open work, that proposal is a request to your agency, not an agreed rate. Hailo does not set, negotiate, approve, or guarantee your rate.

6.4 Reimbursement Claims Are Submitted, Not Paid, Through the App

You may submit expense claims (such as mileage, parking, or supplies) with receipts through the Caregiver App. Submitting a claim creates a record for your agency to review. It is not approval and it is not payment. Your agency decides whether to approve a claim and is responsible for paying it, including any reimbursement required by law. Any mileage rate shown is a default your agency can change and is snapshotted onto the claim when you submit it. Submit claims honestly; inflated or duplicate claims are a material breach.

6.5 Expense Law Is Between You and Your Agency

Some states require employers to reimburse necessary business expenses. That obligation runs from your agency to you. Hailo does not determine what is reimbursable and is not liable for your agency’s failure to reimburse you.

7.1 What You See

For a visit assigned to you, the Services may show you limited information about the person receiving care — such as name and preferred name, age, gender, language, phone number, the visit address, care notes and preferences, pet or household notes, and an emergency contact. You receive this information only for shifts that are yours, only while your relationship with the agency is active, and only to perform that care.

7.2 Confidentiality — Your Core Obligation

Information about the people you care for is confidential and often legally protected. You agree that you will:

• use client information only to provide the care you were assigned;
• not disclose client information to anyone other than your agency and the client’s authorized care team;
• not photograph, screenshot, record, copy, post, or share client information, the client’s home, or any part of the client’s household on social media, in messaging apps, or anywhere outside the Services;
• not use client information for your own purposes, including soliciting work directly;
• not access information about anyone you are not caring for; and
• return or destroy any client information in your possession when your engagement ends.

These obligations continue after your engagement ends and after your account is closed.

7.3 Health Information and HIPAA

Your agency may be a HIPAA covered entity, and your handling of health information may be subject to HIPAA, state health-privacy laws, and your agency’s policies and training. You agree to comply with all of them. Do not enter more health information into the Services than is necessary for care. Do not assume any part of the Services is an approved medical-records system.

7.4 Care Plan Tasks and Visit Notes

Complete and record care-plan tasks accurately and only after you actually perform them. Visit notes you write become part of the visit record. Once written, a note cannot be edited or deleted by you, and it is visible to your agency and may be visible to the client or their authorized representatives. Write notes professionally, factually, and without speculation, diagnosis, or personal commentary.

7.5 Incidents

If something happens during a visit — a fall, an injury, a safety concern, a suspected medication error — report it through the incident feature and to your agency immediately. Incident reports are routed to your agency. The incident feature is not an emergency service. In an emergency, call 911 first.

7.6 Mandated Reporting

You may be a mandated reporter of suspected abuse, neglect, or exploitation of a dependent adult, elder, or child. Reporting through the Caregiver App does not satisfy any legal reporting obligation you have. Make any legally required report to the appropriate authority directly and on time. Nothing in these Terms discourages, delays, or penalizes such a report.

8.1 Location

As described in Section 5.2, location is collected only at clock-in and clock-out. You may decline or revoke location permission in your device settings; if you do, punches will be recorded without a location fix and flagged for your agency’s review, which may affect verification of your visits.

8.2 Camera and Photos

With your permission, the app can use your camera or photo library so you can attach receipts to reimbursement claims, add photos to an incident report, or send an attachment in a message to your agency. Only attach images relevant to the purpose. Do not photograph a client, a client’s home, or a client’s documents except where your agency has directed you to and it is lawful to do so.

8.3 Calendar Sync — Please Read

If you enable calendar sync, the app creates a dedicated calendar on your device and writes your visits to it. These calendar entries include the client’s name and the client’s home address, and they live in your personal device calendar, which may sync to other devices or accounts you have connected (for example, an iCloud or Google account) and may be visible to anyone with access to your calendar. Enable calendar sync only if that is appropriate for your device and your confidentiality obligations, and turn it off — which removes the visits the app added — if it is not. You are responsible for the security of your own device and accounts.

8.4 Notifications

The Services send push notifications for shift reminders, schedule changes, time adjustments, messages, and similar operational purposes. You can control categories in the app and turn notifications off at the device level, but doing so may cause you to miss time-sensitive information about your work.

8.5 Your Device

You are responsible for your device, its security, its passcode or biometric lock, and any carrier or data charges. Keep the app updated; older versions may stop working.

You agree that you will not:

• provide care you are not qualified, trained, credentialed, or lawfully permitted to provide, including any medical or nursing task outside your scope;
• work while impaired by alcohol, cannabis, illegal drugs, or any substance that affects your ability to provide safe care;
• abuse, neglect, exploit, harass, threaten, or discriminate against any client, family member, agency staff member, or other caregiver;
• take, borrow, or use a client’s property, money, medication, or payment cards, or accept gifts, loans, or bequests in violation of your agency’s policy or law;
• bring an unauthorized person or an unrestrained animal into a client’s home;
• carry a firearm or other weapon into a client’s home, unless expressly permitted by law and your agency’s written policy;
• solicit clients away from your agency, arrange care outside the Services with a client you met through the Services, or otherwise circumvent your agency’s relationship with its clients;
• share, sell, or publish client information (Section 7.2), or any confidential information of Hailo or your agency;
• falsify any time, location, task, note, credential, or expense record;
• use the Services to send harassing, threatening, sexual, discriminatory, or otherwise inappropriate messages;
• access, probe, scrape, reverse engineer, decompile, or interfere with the Services, or attempt to access data you are not authorized to see;
• use automated means to access the Services, or upload any virus or malicious code; or
• violate any applicable law, regulation, or professional standard in connection with your use of the Services.

Safety comes first. You may leave a home if you reasonably believe your safety is at risk. Report the situation to your agency as soon as you are safe, and to emergency services if warranted.

10.1 In-App Messaging

The Caregiver App lets you message your agency. Messages sent through the Services are stored on Hailo’s systems and are visible to your agency. They may be retained, reviewed, and used for safety, compliance, quality, training, and dispute resolution. You cannot unsend or delete a message once sent. Do not use in-app messaging for personal matters, and do not share credentials, payment details, or Social Security numbers in a message.

10.2 Not Private, Not Secure for Emergencies

In-app messaging is not a private channel between you and Hailo, and it is not monitored in real time. Never use messaging to report an emergency. Call 911.

10.3 Notifications and Contact

By using the Services, you agree that Hailo and your agency may contact you through push notifications and email for operational purposes relating to your work. Any consent you give to receive marketing calls or texts, including automated or AI-assisted calls, is separate, optional, revocable, and never a condition of getting work.

10.4 Recorded and AI-Assisted Calls

Some phone lines operated by agencies through the Hailo platform are answered or placed by an AI voice assistant, and those calls may be recorded and transcribed. Where this applies — for example, to a call about a job application — a disclosure is provided at the start of the call, the assistant will confirm it is an AI if you ask, and you may object to recording, in which case recording stops. Do not share Social Security numbers, payment card details, or detailed health information by phone.

10.5 Agency AI Assistant

Your agency has access to an AI assistant inside its own Hailo software. That assistant can read information about you and your work — including your profile, schedule, shifts, attendance history (such as late or missed clock-ins and no-shows), credential status, and notes your agency or others have written about you — and can take actions such as sending you an in-app message or assigning you a shift. Outputs are generated by automated systems, can be wrong, and are made available to your agency, which is responsible for how it uses them. Employment decisions about you are made by your agency, not by Hailo’s software. If you believe an automated output about you is inaccurate, raise it with your agency; where applicable law gives you rights regarding automated decision-making, see the Privacy Policy.

10.6 Ratings

The Services may store and display ratings or reviews associated with your profile. The Caregiver App does not currently provide a way for you to dispute or appeal a rating; raise any concern with your agency.

11.1 Privacy Policy

Our Privacy Policy at hailocare.com/privacy describes how Hailo collects, uses, shares, and retains personal information, including caregiver information, and is incorporated into these Terms by reference. Please read it — it is the authoritative description of our data practices.

11.2 Your Agency Sees Your Work Data

Information you create through the Services — your profile, schedule, punches and their locations, adjusted times, tasks, visit notes, messages to your agency, incident reports, expense claims and receipts, and credential records — is available to your agency. That is the purpose of the software.

11.3 Records Are Retained

Time, EVV, visit, and related records are business and compliance records of your agency. They are retained even if your account is closed or your engagement ends, and closing your account does not delete visit or time records. Requests to access, correct, or delete your information should be directed to your agency; see the Privacy Policy for the rights available to you and how Hailo handles such requests.

11.4 Feedback

If you send us feedback, ideas, or suggestions, you grant Hailo a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use them for any purpose without obligation to you.

The Services depend on third parties, including cloud infrastructure and messaging providers, mapping and geocoding providers (which receive visit addresses and, when you punch, your punch coordinates in order to return a street address), push-notification services operated by Apple and Google, and email and telephony providers. Your use of any third-party service is subject to that third party’s own terms and privacy policy. Hailo does not control those third parties and is not responsible for their acts, omissions, outages, or data practices. The Privacy Policy describes the categories of recipients in more detail.

13.1 Ownership

The Services, including the Caregiver App, all software, content, designs, graphics, logos, and trademarks (including “Hailo” and associated marks), are owned by Hailo or its licensors and are protected by United States and international intellectual property laws.

13.2 Limited License

Subject to these Terms, Hailo grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Caregiver App on a device you own or control, solely to perform work for the agency that engaged you. All rights not expressly granted are reserved. You may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of any part of the Services, except to the extent applicable law expressly prohibits that restriction.

13.3 App Store Terms

If you downloaded the Caregiver App from the Apple App Store or Google Play, your use is also subject to that store’s terms. Where those conflict with these Terms, these Terms control as between you and Hailo, except to the extent the store’s terms must prevail.

13.4 Your Content

You retain ownership of content you submit (such as notes, photos, and messages). You grant Hailo a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to host, store, reproduce, modify, distribute, display, and use that content to operate, secure, support, and improve the Services and to make it available to your agency as described in these Terms. You represent that you have the rights necessary to grant this license and that your content does not violate law or any third party’s rights.

14.1 Your Agency Controls Your Access to Work

Your agency can change your status — for example to inactive, on leave, suspended, or terminated — which may end or limit your access to shifts and client information through the Services. That is an agency decision governed by your relationship with your agency, not by these Terms.

14.2 By You

You may stop using the Services at any time. Because accounts are agency-provisioned, ask your agency to deactivate your account, and contact support@hailocare.com if you need Hailo’s help. Ending use of the Services does not by itself end your employment or contracting relationship with your agency, and does not delete records described in Section 11.3.

14.3 By Hailo

Hailo may suspend, disable, or terminate your access to the Services, with or without notice, if we reasonably believe you have breached these Terms, falsified records, created a safety or privacy risk, misused client information, or exposed Hailo or an agency to legal liability. We may also modify or discontinue the Services, in whole or in part, with reasonable notice.

14.4 Effect of Termination

On termination, your license to use the Caregiver App ends and you must stop using the Services and comply with Section 7.2 (confidentiality). Provisions that by their nature should survive — including confidentiality, restrictions, disclaimers, limitations of liability, indemnification, and dispute resolution — survive.

15.1 No Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, HAILO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS (THE “HAILO PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

15.2 No Guarantee of Work or Pay

HAILO DOES NOT GUARANTEE THAT YOU WILL BE OFFERED ANY SHIFT, ANY HOURS, ANY RATE, OR ANY AMOUNT OF WORK OR INCOME, AND HAILO DOES NOT GUARANTEE THAT YOUR AGENCY WILL PAY YOU, REIMBURSE YOU, OR COMPLY WITH ANY LAW.

15.3 No Guarantee of Availability or Accuracy

THE SERVICES MAY BE INTERRUPTED, DELAYED, OR UNAVAILABLE, AND DATA (INCLUDING SCHEDULES, ADDRESSES, TIMES, ESTIMATES, AND NOTIFICATIONS) MAY BE INCOMPLETE, DELAYED, OR INCORRECT — INCLUDING BECAUSE OF INFORMATION ENTERED BY YOUR AGENCY, DEVICE OR NETWORK CONDITIONS, OR LOSS OF CONNECTIVITY. DO NOT RELY SOLELY ON THE SERVICES FOR TIME-CRITICAL OR SAFETY-CRITICAL PURPOSES.

15.4 Not an Emergency Service

THE SERVICES ARE NOT AN EMERGENCY SERVICE AND MUST NOT BE USED TO REQUEST OR REPORT AN EMERGENCY. CALL 911.

15.5 Some Jurisdictions

Some jurisdictions do not allow certain warranty exclusions; to the extent such law applies, some exclusions may not apply to you and you may have additional rights.

16.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, THE HAILO PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST INCOME, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

16.2 Cap on Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE HAILO PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

16.3 Agency Conduct

THE HAILO PARTIES ARE NOT LIABLE FOR ANY ACT OR OMISSION OF YOUR AGENCY OR ANY CLIENT, INCLUDING ANY FAILURE TO PAY YOU, TO REIMBURSE YOU, TO PROVIDE WORKERS’ COMPENSATION OR BENEFITS, TO SCHEDULE YOU, TO PROVIDE A SAFE WORKPLACE, OR TO COMPLY WITH WAGE, HOUR, LABOR, LICENSING, OR ANTI-DISCRIMINATION LAW.

16.4 Carve-Out

Nothing in these Terms limits liability that cannot be limited by law, including liability for gross negligence, willful misconduct, or fraud, or any non-waivable statutory right you have.

16.5 Essential Basis; Some Jurisdictions

The disclaimers and limitations in Sections 15 and 16 are an essential basis of the bargain. Some jurisdictions do not allow certain limitations; to that extent, some may not apply to you.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the Hailo Parties from any claims, losses, liabilities, damages, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your misuse of the Services; (b) your breach of these Terms; (c) your unauthorized disclosure or misuse of client or confidential information; (d) your falsification of any time, location, task, note, credential, or expense record; (e) content you submit; or (f) your violation of any law or of any third party’s rights. This Section does not apply to any claim arising out of your employment relationship with your agency, to any wage-and-hour or workers’ compensation claim, or to any claim that may not be indemnified as a matter of law. Hailo may assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate.

We may update these Terms. If we make material changes, we will notify you by email, in the Caregiver App, or by posting a revised version, and we will update the “Last Updated” date. Unless a shorter period is required by law, changes take effect thirty (30) days after we first notify you (and, for changes to Section 21, only upon your acceptance of the updated Terms). Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Services and contact your agency. We may also modify, suspend, or discontinue any part of the Services.

We may send notices to you by email, in the Caregiver App, or by other reasonable means. Send legal notices to Hailo LLC, 25283 Cabot Rd, Ste 212, Laguna Hills, CA 92653, with a copy by email to info@hailocare.com.

These Terms and any dispute arising out of or relating to these Terms or the Services are governed by the laws of the State of California, without regard to its conflict-of-laws principles, except to the extent the Federal Arbitration Act governs Section 21 or a non-waivable law of the state where you work applies. Except for disputes subject to arbitration under Section 21 and the claims excluded in Section 21.6, the exclusive venue is the state or federal courts located in Orange County, California, and you and Hailo consent to personal jurisdiction there.

Please read this Section carefully. It affects how disputes between you and Hailo are resolved. It does not apply to disputes between you and your agency, and it does not waive any non-waivable statutory right.

21.1 Scope — Hailo Only

This Section applies only to disputes between you and Hailo. It does not apply to, and does not govern, any dispute between you and your agency, including any claim about wages, hours, classification, benefits, discipline, discrimination, retaliation, or termination. Hailo is not your employer (Section 2).

21.2 Informal Resolution First

Before starting arbitration, you agree to try to resolve the dispute informally by emailing support@hailocare.com with a description of the claim, the relief sought, and your contact information. We will try to resolve it within sixty (60) days. Either party may then commence arbitration.

21.3 Agreement to Arbitrate

Except for the Excluded Claims in Section 21.6, you and Hailo agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) will be resolved by binding individual arbitration, not in court. Arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures in effect when the claim is filed, as modified by this Section. The Federal Arbitration Act governs interpretation and enforcement of this Section.

21.4 Arbitrator, Location, and Costs

A single neutral arbitrator will decide the Dispute. Unless the parties agree otherwise, arbitration will be held in the county where you work or reside, or by videoconference, at your election. Hailo will pay all arbitration filing, administrative, and arbitrator fees that exceed what you would have paid to file the same claim in court. Each party otherwise bears its own attorneys’ fees and costs, except where applicable law or the JAMS Rules entitle you to recover them, in which case those provisions continue to apply in arbitration. The arbitrator may award any relief available in an individual court action, including statutory damages and fees where authorized. Judgment on the award may be entered in any court of competent jurisdiction.

21.5 Class Action Waiver

YOU AND HAILO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING — except to the extent such a waiver is prohibited by applicable law. Disputes about the enforceability of this waiver must be decided by a court, not the arbitrator. If this waiver is held unenforceable as to a claim, that claim will be severed and litigated in court under Section 20, and the remainder of this Section 21 will continue to apply to all other claims.

21.6 Excluded Claims — Not Subject to Arbitration

Nothing in this Section requires arbitration of, and you retain the full right to pursue in any available forum:

• any claim against your agency (Section 21.1);
• workers’ compensation benefits claims;
• unemployment insurance claims;
• wage claims filed with a state labor commissioner or equivalent agency (including the California Division of Labor Standards Enforcement);
• charges or complaints filed with the National Labor Relations Board, the Equal Employment Opportunity Commission, a state fair-employment agency, OSHA, or any other government agency, and participation in any resulting investigation or proceeding;
• claims alleging sexual assault or sexual harassment, which you may elect to bring in court under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act;
• representative claims to the extent they cannot lawfully be waived or compelled to arbitration;
• claims in small-claims court, so long as they remain individual and in that court;
• claims about intellectual-property rights; and
• requests for emergency injunctive relief to prevent irreparable harm.

Nothing in these Terms prevents you from engaging in protected concerted activity (Section 2.5).

21.7 No Retaliation

Hailo will not retaliate against you for opting out of arbitration, filing a claim, or exercising any right described in Section 2.5 or 21.6.

21.8 Your Right to Opt Out of Arbitration

You may opt out of this arbitration agreement by emailing support@hailocare.com within thirty (30) days after you first accept these Terms, with the subject line “Arbitration Opt-Out” and including your full name, the email and phone number on your account, and a statement that you wish to opt out. Opting out will not affect your account, your access to the Services, or your relationship with your agency in any way. Opting out does not affect Section 20 (Governing Law).

21.9 Changes to This Section

A material change to this Section 21 will not apply to any Dispute of which we had actual notice on the date of the change.

22.1 Entire Agreement

These Terms, with the Privacy Policy and any additional terms you accept in the Caregiver App, are the entire agreement between you and Hailo regarding the Services, and supersede prior agreements between you and Hailo on that subject. They do not supersede, modify, or replace any agreement between you and your agency.

22.2 Conflict

If these Terms conflict with an agreement between you and your agency about your employment, the agency agreement governs that employment relationship, and these Terms govern your use of the Services.

22.3 Assignment

You may not assign these Terms. Hailo may assign them without restriction, including to an affiliate or in connection with a merger, acquisition, or sale of assets.

22.4 No Waiver

A failure to enforce any provision is not a waiver of it.

22.5 Severability

If any provision is held unenforceable, the rest remains in effect, and that provision is modified to the minimum extent necessary or severed.

22.6 Force Majeure

Hailo is not liable for delay or failure to perform due to causes outside its reasonable control, including acts of God, pandemic, labor action, governmental action, or failure of the Internet or telecommunications infrastructure.

22.7 Relationship

Nothing in these Terms creates any employment, joint-employment, agency, partnership, joint-venture, or franchise relationship between you and Hailo.

22.8 Third-Party Beneficiaries

Your agency is not a third-party beneficiary of these Terms, except that Hailo may enforce Section 7 (Confidentiality) for the benefit of clients and agencies whose information is protected by it.

22.9 Headings

Headings are for convenience only.