HAILOCARE TERMS & CONDITIONS: CLIENTS
1. Contractual Relationship
Hailo provides a personalized multipurpose digital marketplace platform (“Hailo Platform”)
that enables you (“Client”) to conveniently find, request, and receive certain home care
services from third-party providers that meet your needs and requirements. These third-party
providers are licensed/certified Home Care Aides or their jurisdictional equivalents
(“Caregivers”) who operate as independent contractors on the Hailo Platform. These Terms of
Use (“Terms”) govern your access or use, from within the United States and its territories and
possessions, of the Hailo Platform and any related content or services (collectively, the
“Services,” as more fully defined below in Section 3) made available in the United States and
its territories and possessions by HailoCare, Inc. and its subsidiaries, representatives, affiliates,
officers, and directors (collectively, “Hailo” or “HailoCare”). PLEASE READ THESE TERMS
CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND
HAILOCARE. In these Terms, the words “including” and “include” mean “including, but not
limited to.”
By accessing or using the Services, you confirm your agreement to be bound by these Terms.
If you do not agree to these Terms, you may not access or use the Services. These Terms
expressly supersede prior agreements or arrangements with you regarding the use of
the Services.
HailoCare may immediately terminate these Terms or any Services with respect to you, or
generally cease offering or deny access to the Services or any portion thereof, at any time for
any reason.
IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS
THAT GOVERN HOW CLAIMS BETWEEN YOU AND HAILOCARE CAN BE BROUGHT,
INCLUDING THE ARBITRATION AGREEMENT (SEE SECTION 2 BELOW). PLEASE
REVIEW THE ARBITRATION AGREEMENT BELOW CAREFULLY, AS IT REQUIRES YOU
TO RESOLVE ALL DISPUTES WITH HAILOCARE ON AN INDIVIDUAL BASIS AND,
WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION (AS
DESCRIBED IN SECTION 2 BELOW). BY ENTERING INTO THIS AGREEMENT, YOU
EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE
TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE
CONSEQUENCES OF THIS IMPORTANT DECISION.
Supplemental terms may apply to certain options or offers available through the Services. Such
supplemental terms will be disclosed to you in connection with the applicable option or offer.
Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable option or offer. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable option or offer.
HailoCare may make changes to these Terms from time to time. If HailoCare makes changes,
it will provide you with notice of such changes, such as by sending an email, or providing a
notice through the Services or Hailo Platform, updating its website, or updating the date at the
top of these Terms. Unless HailoCare says otherwise in its notice, the amended Terms will be
effective immediately and your continued access to and use of the Services after HailoCare
provides such notice will confirm your acceptance of the changes. If you do not agree to the
amended Terms, you must stop accessing and using the Services.
HailoCare’s collection and use of personal information in connection with the Services is
described in HailoCare’s Privacy Notice located at HailoCare.com/privacypolicy.
2. Arbitration Agreement
By agreeing to the Terms, you agree that you are required to resolve any claim that you may
have against HailoCare on an individual basis in arbitration as set forth in this Arbitration
Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative
action. This Arbitration Agreement will preclude you from bringing any class, collective,
coordinated, consolidated, mass and/or representative action against HailoCare, and also
preclude you from participating in or recovering relief in any current or future class, collective,
coordinated, consolidated, mass and/or representative action brought against HailoCare by
someone else—except as provided below in Section 2(a)(3)(c). Thus, the parties agree that the
Arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass
and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple
individuals against HailoCare in a single proceeding—except as provided below in Section
2(a)(3)(c). For the avoidance of doubt, except as provided below in Section 2(a)(3)(c), this
Arbitration Agreement precludes you from bringing or participating in any kind of class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-
plaintiff, or joint action against HailoCare, other than participating in a class wide, collective, coordinated, consolidated, mass and/or representative settlement of claims.
(a) Agreement to Binding Arbitration Between You and HailoCare.
(1) Covered Disputes: Except as expressly provided below in Section 2(b), you and HailoCare
agree that any dispute, claim, or controversy in any way arising out of or relating to (i) these
Terms and prior versions of these Terms, or the existence, breach, termination, enforcement,
interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at
any time; (iii) incidents or accidents resulting in personal injury to you or anyone else that you
allege occurred in connection with your use of the Services (including, but not limited to, your
use of the Hailo Marketplace Platform or the mobile version of the Hailo App), regardless whether the dispute, claim, or controversy occurred or accrued before or after the date you
agreed to the Terms, and regardless whether you allege that the personal injury was
experienced by you or anyone else; and (iv) your relationship with HailoCare, will be settled
by binding individual arbitration between you and HailoCare, and not in a court of law. This
Arbitration Agreement survives after your relationship with HailoCare ends.
(2) Class Action Waiver: You acknowledge and agree that any and all disputes, claims, or
controversies between the parties shall be resolved only in individual arbitration. The parties
expressly waive the right to have any dispute, claim, or controversy brought, heard,
administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or
representative action, and neither an arbitrator nor an arbitration provider shall have any
authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated,
and/or representative action, or to award relief to anyone but the individual in arbitration. The
parties also expressly waive the right to seek, recover, or obtain any non-individual relief.
Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent
you or HailoCare from participating in a class wide, collective, and/or representative
settlement of claims.
The parties further agree that if for any reason a claim does not proceed in arbitration, this
Class Action Waiver shall remain in effect, and a court may not preside over any action joining,
coordinating, or consolidating the claims of multiple individuals against HailoCare in a single
proceeding, except that this Class Action Waiver shall not prevent you or HailoCare from
participating in a class wide, collective, and/or representative settlement of claims. If there is
a final judicial determination that any portion of this Class Action Waiver is unenforceable or
unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or
representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a
court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable
shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed
from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful
portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of
the Arbitration Agreement or the arbitrability of any remaining claims asserted by you
or HailoCare.
(3) Mass Actions:
a. Mass Action Waiver: You acknowledge and agree that any and all disputes, claims, or
controversies between the parties shall be resolved only in individual arbitration. The parties
expressly waive the right to have any dispute, claim, or controversy brought, heard,
administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an
arbitration provider shall have any authority to hear, arbitrate, or administer any mass action
or to award relief to anyone but the individual in arbitration—except as provided below in Section 2(a)(3)(c). The parties also expressly waive the right to seek, recover, or obtain any
non-individual relief. The parties agree that the definition of a “Mass Action” includes, but is
not limited to, instances in which you or HailoCare are represented by a law firm or collection
of law firms that has filed 50 or more arbitration demands of a substantially similar nature
against the other party within 180 days of the arbitration demand filed on your or HailoCare’s
behalf, and the law firm or collection of law firms seeks to simultaneously or collectively
administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding
anything else in this agreement, this Mass Action Waiver does not prevent you or HailoCare
from participating in a mass settlement of claims.
b. Dispute Procedure: Notwithstanding any provision to the contrary in the applicable
arbitration provider’s rules, the arbitrator shall be empowered to determine whether the party
bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party
shall raise with the arbitrator or arbitration provider such a dispute within 21 days of its
arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that
(i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether
the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver.
Each party shall select one arbitrator from the arbitration provider’s roster to serve as a neutral
arbitrator, and these arbitrators shall appoint a third neutral arbitrator. If the parties’
arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third
arbitrator; (ii) HailoCare shall pay any administrative fees or costs incidental to the
appointment of Arbitrators under this provision, as well as any fees or costs that would not be
incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room
rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions
of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees
shall be stayed pending the arbitrators’ resolution of the parties’ dispute. If the arbitrator or
panel of arbitrators determines that you have violated the Mass Action Waiver, the parties
shall have the opportunity to opt out of arbitration within 30 days of the arbitrator’s or panel
of arbitrator’s decision. You may opt out of arbitration by providing written notice of your
intention to opt out to the arbitration provider and to HailoCare, Inc., Attn: Legal Department,
25283 Cabot Rd Ste 212, Laguna Hills, CA 92653 via USPS Priority Mail or hand delivery. This
written notice must be signed by you, and not any attorney, agent, or other representative of
yours. HailoCare may opt out of arbitration by sending written notice of its intention to opt
out to the arbitration provider and to you or your attorney, agent, or representative if you are
represented. For the avoidance of doubt, the ability to opt out of arbitration described in this
Section 2(a)(3)(b) only applies if the arbitrator or panel of arbitrators determines that you have
violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree that
arbitrations will be batched as provided in Section 2(a)(3)(c) below.
c. Batching:
i. To increase efficiency of resolution in the event a Mass Action is filed and neither party
exercises its right to opt out of arbitration pursuant to Section 2(a)(3)(b) above, the following
procedure shall apply. At the request of either party, an arbitrator shall be selected according
to the applicable arbitration provider’s rules to act as a special master (“Special Master”) to
resolve threshold disputes regarding the propriety of some or all the arbitration demands
submitted in the Mass Action (“Mass Arbitration Demands”). These threshold disputes may
include, but are not limited to:
- Any dispute regarding filing fees owed with respect to the Mass Arbitration Demands,
including whether claimants have submitted valid fee waivers;
- Any dispute regarding whether the applicable arbitration provider has complied with the
Arbitration Agreement with respect to processing and administering the Mass
Arbitration Demands;
- Any dispute regarding whether the Mass Arbitration Demands meet the requirements set
forth in Section 2(d) below;
- Whether claimants are barred from proceeding with their claims based on a prior settlement
agreement, violation of these Terms, or expiration of the statute of limitations;
5. Any dispute relating to representation of the same claimant by multiple law firms;
- Any dispute regarding whether the Mass Arbitration Demands were filed with the correct
arbitration provider;
7. Any dispute regarding discovery common to all claims; and
8. Any disputes regarding legal or factual issues common to all claims.
Any such request shall be made within 15 days following the expiration of the opt-out period
described in Section 2(a)(3)(b), and may be made by providing written notice to the arbitration
provider. Upon the request of either party to appoint a Special Master to resolve the foregoing
issues, the applicable arbitration provider shall refrain from further processing any of the Mass
Arbitration Demands to which a dispute has been raised. No further payment for filing fees,
administrative costs, or arbitrator fees shall be deemed due with respect to any of the Mass
Arbitration Demands as to which a dispute has been raised until after the dispute(s) has/have
been resolved by the Special Master. HailoCare shall be responsible for the applicable
arbitration provider’s and Special Master’s fees and costs related to the proceedings before the
Special Master.
A Special Master appointed pursuant to this procedure shall have no authority to
consolidate cases.
ii. If any Mass Arbitration Demands were originally processed as individual arbitration
demands before this batching procedure was commenced, further proceedings, including the
assessment of further arbitration filing or administration fees to either party shall be governed
by the procedures set forth in this Section 2(a)(3).
(4) Delegation Clause: Only an arbitrator, and not any federal, state, or local court or agency,
shall have exclusive authority to resolve any dispute arising out of or relating to the
interpretation, applicability, enforceability, or formation of this Arbitration Agreement,
including without limitation any claim that all or any part of this Arbitration Agreement is
void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold
arbitrability issues, including issues relating to whether the Terms are applicable,
unconscionable, or illusory and any defense to arbitration, including without limitation
waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an
arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or
relating to the Class Action Waiver and Mass Action Waiver, including, but not limited to,
any claim that all or part of the Class Action Waiver and/or Mass Action Waiver is
unenforceable, unconscionable, illegal, void, or voidable—except that, as stated and pursuant
to the procedures provided in Section 2(a)(3)(b), an arbitrator or panel of arbitrators shall have
authority to determine whether the party bringing any claim has violated the Mass
Action Waiver.
(5) Application to Third Parties: This Arbitration Agreement shall be binding upon and shall
include any claims brought by or against any third parties, including but not limited to your
spouses, heirs, and third-party beneficiaries and assigns, where their underlying claims arise
out of or relate to your use of the Services. To the extent that any third-party beneficiary to
this agreement brings claims against the Parties, those claims shall also be subject to this
Arbitration Agreement.
(b) Exceptions to Arbitration.
Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the
following claims: (i) individual claims brought in small claims court so long as the matter
remains in such court and advances only on an individual basis; (ii) individual claims of sexual
assault or sexual harassment occurring in connection with your use of the Services; and/or (iii)
injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual
or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks,
trade secrets, patents, or other intellectual property rights.
Such claims may be brought and litigated in a court of competent jurisdiction by you on an
individual basis only. On an individual basis means that you cannot bring such claims as a
class, collective, coordinated, consolidated, mass and/or representative action against
HailoCare. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, mass and/or representative or other kind of group, multi-plaintiff, or joint action against HailoCare and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, HailoCare agrees to honor your election.
The parties’ agreement not to require arbitration in these limited instances does not waive the
enforceability of this Arbitration Agreement as to any other provision (including, but not
limited to, the waivers provided for in Section 2(a), which will continue to apply in court as
well as in arbitration), or the enforceability of this Arbitration Agreement as to any other
controversy, claim, or dispute.
(c) Rules and Governing Law.
If the parties are unable to mutually agree upon an arbitration provider, then either party may
invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration
provider with operations in the state in which the dispute arises. Any arbitration provider
appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized
basis as set forth in this Section 2. Once the parties mutually agree upon a neutral arbitration
provider, or an arbitrator provider is appointed under 9 U.S.C. § 5, the ensuing arbitration shall
commence pursuant to the rules of the designated arbitration provider, except as designated
herein. Once an arbitration provider is agreed upon or appointed, an Arbitrator shall be
appointed. The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to
practice law in the state where the arbitration is conducted with experience in the law
underlying the dispute. The Arbitrator will be selected by the parties from the applicable
arbitration provider’s roster of arbitrators. If the parties are unable to agree upon an Arbitrator
after a good faith meet and confer effort, then the applicable arbitration provider will appoint
the Arbitrator in accordance with its rules.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and
acknowledge that this Arbitration Agreement evidences a transaction involving interstate
commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its
interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties
to be bound by the provisions of the FAA for all purposes, including, but not limited to,
interpretation, implementation, enforcement, and administration of this Arbitration
Agreement, and that the FAA and the applicable arbitration provider’s rules shall preempt all
state laws to the fullest extent permitted by law. If the FAA and applicable arbitration
provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms.
Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting
in personal injury (including but not limited to sexual assault or harassment claims) that you
allege occurred in connection with your use of the Services, whether before or after the date
you agreed to the Terms, shall be governed by and construed in accordance with the laws of
the state in which the incident or accident occurred.
(d) Process.
Pre-Arbitration Dispute Resolution and Notification. The parties agree that good-faith
informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually
beneficial outcome. The parties therefore agree that, before either party demands arbitration
against the other, the parties will personally meet and confer, via telephone or
videoconference, in a good-faith effort to resolve informally any claim covered by this
Arbitration Agreement. Multiple individuals initiating claims cannot participate in the same
informal telephonic dispute resolution conference. If you are represented by counsel, your
counsel may participate in the conference, but you shall also fully participate in the
conference. The party initiating the claim must give notice to the other party in writing of
their intent to initiate an informal dispute resolution conference, which shall occur within 60
days after the other party receives such notice, unless an extension is mutually agreed upon by
the parties. To notify HailoCare that you intend to initiate an informal dispute resolution
conference, write to HailoCare, Inc., Attn: Legal Department, 25283 Cabot Rd Ste 212, Laguna
Hills, CA 92653, providing your name, the telephone number(s) associated with your
HailoCare account (if any), the email address(es) associated with your HailoCare account, and
a description of your claim. Engaging in an informal dispute resolution conference is a
condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator
shall dismiss any arbitration demand filed before completion of an informal dispute resolution
conference. The statute of limitations and any filing fee deadlines shall be tolled while the
parties engage in the informal dispute resolution process required by this paragraph.
Initiating Arbitration. In order to initiate arbitration following the conclusion of the informal
dispute resolution process required by this Section, a party must provide the other party with
a written demand for arbitration and file the demand with the applicable arbitration provider,
as determined by Section 2(c). A party initiating an arbitration against HailoCare must send
the written demand for arbitration to HailoCare, Inc., Attn: Legal Department, 25283 Cabot
Rd Ste 212, Laguna Hills, CA 92653 or serve the Demand on HailoCare’s registered agent for
service of process, c/o HailoCare, Inc.
By signing the demand for arbitration, counsel certifies to the best of counsel’s knowledge,
information, and belief, formed after an inquiry reasonable under the circumstances, that (i)
the demand for arbitration is not being presented for any improper purpose, such as to harass,
cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims
and other legal contentions are warranted by existing law or by a nonfrivolous argument for
extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual
contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party’s violation of this requirement.
(e) Location.
Unless you and HailoCare otherwise agree, the arbitration will be conducted in the county
where you reside. Your right to a hearing will be determined by the applicable arbitration
provider’s rules. Subject to the applicable arbitration provider’s rules, the Arbitrator will have
the discretion to direct a reasonable exchange of information by the parties, consistent with
the expedited nature of the arbitration.
(f) Arbitrator’s Decision.
The Arbitrator will render an award within the time frame specified in the applicable
arbitration provider’s rules. Judgment on the arbitration award may be entered in any court of
competent jurisdiction. The Arbitrator may award declaratory or injunctive relief only in favor
of the claimant and only to the extent necessary to provide relief warranted by the claimant’s
individual claim. An Arbitrator’s decision shall be final and binding on all parties.
The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s
decision shall be binding only upon the parties to the arbitration that are the subject of
the decision.
The Arbitrator shall award reasonable costs incurred in the arbitration to the prevailing party
in accordance with the law(s) of the state in which arbitration is held.
(g) Fees.
With the exception of the provisions governing payment of arbitration costs set forth above,
your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set
forth in the applicable arbitration provider’s rules and shall be up to the amount you would be
required to pay if you filed a claim in court.
If you have a gross monthly income of less than 300% of the federal poverty guidelines, you
are entitled to a waiver of arbitration fees and costs, exclusive of arbitrator fees. If you believe
that you meet the requirements to obtain a fee waiver, and your demand for arbitration arises outside of California, then you may request a fee waiver only by submitting to the arbitration
provider AO 240, Application to Proceed in District Court Without Prepaying Fees or Costs,
or a declaration under oath containing all the information required by AO 240; if your demand
for arbitration arises in California, then you must submit a declaration under oath providing
your monthly income and the number of persons in your household.
Any and all disputes regarding a party’s obligation to pay any arbitration fees or costs that arise
after an arbitrator is appointed shall be determined solely by the arbitrator. If such a dispute
arises before an arbitrator has been appointed, and if no Special Master has been requested by
either party pursuant to section 2(a)(3)(c)(i) of these Terms, the parties agree that (i) the due
date for any disputed fees shall be stayed pending resolution of the parties’ dispute, (ii) a panel
of three arbitrators shall be appointed to resolve the parties’ dispute concerning a party’s
obligation to pay fees or costs of arbitration, (iii) the panel of arbitrators shall be appointed by
each party selecting one arbitrator from the arbitration provider’s roster to serve as neutral
arbitrators, and these arbitrators shall appoint a third neutral arbitrator. If the parties’
arbitrators cannot agree on a third arbitrator, the arbitration administrator will select the third
arbitrator, (iv) HailoCare shall pay any administrative fees or costs incidental to the
appointment of a panel of arbitrators under this provision, as well as any fees or costs that
would not be incurred in a court proceeding, such as payment of the fees of the arbitrator(s),
as well as room rental, and (v) the arbitrator(s) shall issue a written decision with findings of
fact and conclusions of law. If two or more fee disputes between a claimant and HailoCare
arise at or around the same time, the disputes may be consolidated for resolution by a single
arbitrator or panel of arbitrators either at the agreement of the parties or the election of the
party common to all such disputes.
(h) Severability and Survival.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any
reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii)
severance of the unenforceable or unlawful provision shall have no impact whatsoever on the
remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any
remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the
extent that any claims must therefore proceed on a class, collective, consolidated, or
representative basis, such claims must be litigated in a civil court of competent jurisdiction and
not in arbitration, and the parties agree that litigation of those claims shall be stayed pending
the outcome of any individual claims in arbitration.
3. The Marketplace Platform & Services
HailoCare operates a personalized multipurpose digital marketplace platform that may be
accessed in several ways, including mobile and/or web-based applications (“Applications”).
Among other things, the Hailo Platform enables you to discover and receive: (i) services rendered by HailoCare that facilitate your requests to independent third-party providers, including licensed and/or certified Home Care Aides or their jurisdictional equivalents (“Caregivers”), for the purchase of services, including bathing, bathroom/incontinence needs, user’s positioning needs, grooming, meal related tasks, assistance with user administered medications, light housekeeping, cleaning, running errands, and/or shopping and delivery services from those Caregivers; (ii) related personalized content, including features, recommendations and advertisements for products or services tailored to your needs and
interests; and (iii) any supporting services, including payment processing and customer
support. The Hailo Platform, personalized content and supporting services described in this
Section are collectively referred to as “the Services.” Unless otherwise agreed by HailoCare in
a separate written agreement with you, the Services are made available solely for your
personal, noncommercial use.
YOU ACKNOWLEDGE THAT YOUR ABILITY TO REQUEST, AND IF APPLICABLE,
OBTAIN ANY AND ALL SERVICES FROM CAREGIVERS IN CONNECTION WITH THE
USE OF THE HAILO PLATFORM DOES NOT ESTABLISH HAILOCARE AS A HOME CARE
ORGANIZATION, HEALTHCARE PROVIDER, MEDICAL CARE PROVIDER, NURSING
CARE PROVIDER, PROVIDER OF PHARMACEUTICAL/PHARMACY RELATED
SERVICES, TRANSPORTATION/LOGISTICS PROVIDER, OR COMMON
COURIER/CARRIER.
HAILOCARE IS NOT A HEALTHCARE, MEDICAL CARE, NURSING CARE, OR HOME
CARE FACILITY AND NOT A PROVIDER OF HEALTHCARE, MEDICAL CARE, NURSING
CARE OR PHARMACEUTICAL/PHARMACY RELATED SERVICES OF ANY KIND
WHATSOEVER.
HAILOCARE IS NOT A HOME CARE ORGANIZATION BUT SOLELY A
TECHNOLOGICAL PLATFORM THAT HELPS FACILITATE CERTAIN HOME CARE
SERVICES BETWEEN HAILOCARE’S REGISTERED USERS AND APPROVED
CAREGIVERS.
USE OF THE HAILO PLATFORM IS ONLY OPEN TO REGISTERED USERS OF THE HAILO
PLATFORM AND NOT TO THE GENERAL PUBLIC.
YOU ACKNOWLEDGE THAT CAREGIVERS ARE NOT ACTUAL AGENTS, APPARENT
AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF HAILOCARE OR ITS AFFILIATES,
SUBSIDIARIES, ETC. IN ANY WAY WHATSOEVER.
YOU ALSO ACKNOWLEDGE THAT ANY SAFETY RELATED EFFORT, FEATURE,
PROCESS, POLICY, STANDARD OR OTHER EFFORT UNDERTAKEN BY HAILOCARE IN
THE INTEREST OF PUBLIC SAFETY (WHETHER REQUIRED BY APPLICABLE
REGULATIONS OR NOT) IS NOT AN INDICIA OF AN EMPLOYMENT, ACTUAL AGENCY, APPARENT AGENCY, OR OSTENSIBLE AGENCY RELATIONSHIP WITH CAREGIVERS.
License.
Subject to your compliance with these Terms, HailoCare grants you a limited, non-exclusive,
non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications
on your personal device solely in connection with your use of the Services; and (ii) access and
use any content, information and related materials that may be made available through the
Services, in each case solely for your personal, noncommercial use. Any rights not expressly
granted herein are reserved by HailoCare and HailoCare’s licensors.
Restrictions.
You may not: (i) remove any copyright, trademark or other proprietary notices from any
portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute,
license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream,
broadcast or otherwise exploit the Services except as expressly permitted by HailoCare; (iii)
decompile, reverse engineer or disassemble the Services except as may be permitted by
applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch
any programs or scripts for the purpose of unduly burdening or hindering the operation and/or
functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or
impair any aspect of the Services or its related systems or networks.
Third-Party Services and Content.
The Services may be made available or accessed in connection with third-party services and
content (including advertising) that HailoCare does not control. Once you click on a link to
third-party services or content, you will be subject to the terms and conditions and privacy
policy of that website, destination, or third-party service provider. HailoCare will not warn
you that you have left the Services or that you are subject to the terms and conditions
(including privacy policies) of another website, destination, or third-party service provider.
You use all links in third-party websites and advertisements at your own risk as these are not
part of the Services and are not controlled by HailoCare. You acknowledge that different terms
of use and privacy policies may apply to your use of such third-party services and content.
HailoCare does not endorse such third-party services and content and in no event shall
HailoCare be responsible or liable for any products or services of such third-party providers.
App Stores.
You acknowledge and agree that the availability of the Applications may be dependent on the
third-party from which you received the Application’s license, e.g., the Apple iPhone or
Android app stores (“App Store”). You acknowledge and agree that this Agreement is between you and HailoCare and not with the App Store and that HailoCare is responsible for the provision of Services as described in this Agreement. However, if you downloaded the Application from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third- party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement will control.
Ownership.
The Services and all rights therein are and shall remain HailoCare’s property or the property
of HailoCare’s licensors. Neither these Terms nor your use of the Services convey or grant to
you any rights in or related to the Services except for the limited license granted above.
You agree that you will not use HailoCare’s trademarks, service marks, or trade dress or any
similar names, marks, or trade dress (“HailoCare’s Marks”), aside from use incidental to your
use of the Services, without express, written permission from HailoCare. This prohibition on
using HailoCare’s Marks includes, but is not limited to, use in domain names, websites, and
social media accounts.
4. Access and Use of the Services
User Accounts.
In order to use most aspects of the Services, you must register for and maintain an active
personal user Services account (“Account”). You must be at least 18 years of age, or the age of
legal majority in your jurisdiction (if different than 18), to obtain an Account. You cannot
register for or maintain an Account if you have previously been banned from accessing or
using the Services. Account registration requires you to submit to HailoCare certain personal
information, including your name, age, date of birth, gender, residential address, email address,
phone number, and known health complications, as well as at least one valid payment method
supported by HailoCare. For more information regarding HailoCare’s use of your personal
information, please see our Privacy Notice currently accesible at:
HailoCare.com/privacypolicy. You agree to maintain accurate, complete, and up-to-date
information in your Account, including a valid phone number, residential address, and
payment method. Your failure to comply with these Terms including, without limitation, your
failure to maintain accurate, complete, and up-to-date Account information, including having
an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to always maintain the security and secrecy of your Account username and password. Unless otherwise permitted by HailoCare in writing, you may only possess one Account.
User Requirements and Conduct.
Any violation of these terms may result in the permanent loss of access to the Services.
The Services are not available for use by persons under the age of 18. You may not authorize
third parties to use your Account, and you may not allow third party persons to request or
receive Services from Caregivers on your behalf, unless accompanied by and/or given explicit
authorization by you. You may not assign or otherwise transfer your Account to any other
person or entity. You agree to comply with all applicable laws when accessing or using the
Services, and you may only access or use the Services for lawful purposes (e.g., no request for
the purpose or intent of illegal or illicit activity). You may not in your access or use of the
Services cause nuisance, annoyance, inconvenience, or property damage, whether to the
Caregiver or any other party.
In certain instances, you may be asked to provide proof of age, identity or other method of
identity verification to access or use the Services, and you agree that you may be denied access
to or use of the Services if you refuse to provide proof of age, identity or other method of
identity verification.
You must notify the Caregiver through the Hailo Platform if there are any pets/animals,
including emotional support and/or Service Animals, in your residence, whether owned by
you or any other person. For such pets/animals, you are responsible for ensuring that the
animal(s) do not cause injury to the Caregiver or damage to any of the Caregiver’s property. In
the event of such injury or damage, you will be solely liable for any and all legal repercussions,
whether civil, criminal, regulatory, or otherwise.
For the purpose of assisting us with our compliance and insurance obligations, you agree to
notify us within 24 hours and provide us with all reasonable information relating to any
incident or accident that occurs during your use of the Services and you agree to cooperate
with any investigation and attempted resolution of such incident.
Text Messaging and Telephone Calls.
You agree that HailoCare, Inc., and its subsidiaries, representatives, affiliates, officers and
directors, may contact you by telephone or text messages (including by an automatic telephone
dialing system and/or with an artificial or pre-recorded voice) at any of the phone numbers
provided by you or on your behalf in connection with a HailoCare account.
You agree that HailoCare may contact you using any of the phone numbers you provided in
connection with a HailoCare account (including via text or voice-recorded message) or your
email address in the case of suspected fraud or unlawful activity.
User Feedback.
As HailoCare respects your rights to your ideas, you agree that you will not submit any
confidential ideas, information, or suggestions in any form to HailoCare or any of its affiliates.
For any ideas, information, or suggestions you do submit, regardless of what your
communication regarding your submissions say, you understand that your submissions are
voluntary and the following terms shall apply to your submissions: (i) your submissions and
their contents will automatically become the property of HailoCare, without any
compensation to you; (ii) HailoCare has no obligation to review your submissions; (iii)
HailoCare may implement and distribute any portion of your submissions and their contents
for any purpose in any way, without any compensation to you; and (iv) HailoCare has no
obligation to keep your submissions confidential.
Network Access and Devices.
You are responsible for obtaining the data network or Wi-Fi access necessary to use the
Services. Your mobile network’s data and messaging rates and fees may apply if you access or
use the Services from your device. You are responsible for acquiring and updating compatible
hardware or devices necessary to access and use the Services and Applications and any updates
thereto. HailoCare does not guarantee that the Services, or any portion thereof, will function
on any particular hardware or device.
In addition, the Services may be subject to malfunctions and delays inherent in the use of the
Internet and electronic communications.
5. Payment
You understand that use of the Services may result in charges to you for the services you
receive from third-party Caregivers (“Charges”). You acknowledge that prices displayed to you
when requesting Services or the purchase of goods through the Services (i.e., request for
picking up personal medications, request for picking up item from grocery store, etc.) may be
inclusive of retail prices charged by the applicable third-party seller/retailer and service fees
paid to HailoCare or its Caregivers. HailoCare will enable your payment of the applicable
Charges for services or goods obtained through your use of the Services. Charges will include
applicable taxes where required by law. Charges may include other applicable fees such as
delivery fees, service fees, product return fees, cancellation fees, government-mandated fees (such as bag fees), estimated or actual tolls, and/or surcharges. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand or due to other marketplace factors.
All Charges and payments will be enabled by HailoCare using the preferred payment method
designated in your Account, after which you will receive a receipt. If your primary Account
payment method is determined to be expired, invalid or otherwise not able to be charged, you
agree that HailoCare may use a secondary payment method in your Account, if available.
Charges paid by you are final and non-refundable, unless otherwise determined by HailoCare.
As between you and HailoCare, HailoCare reserves the right to establish or adjust Charges for
any or all Services at any time. HailoCare will use reasonable efforts to inform you of Charges
that may apply, provided that you will be responsible for Charges incurred under your
Account regardless of your awareness of such Charges or the amounts thereof. Certain users
may from time to time receive promotional offers and discounts that may result in different
amounts charged for the same or similar Services, and you agree that such promotional offers
and discounts, unless also made available to you, shall have no bearing on your use of the
Services or the Charges applied to you. Promotional offers and discounts are subject to change
or withdrawal at any time and without notice. You may elect to cancel your request for
Services at any time prior to the commencement of such Services, in which case you may be
charged a cancellation fee on a Caregiver’s behalf.
With respect to Caregivers, charges you incur will be owed directly to Caregivers, and
HailoCare will collect payment of those charges from you, on the Caregiver’s behalf as their
limited payment collection agent, and payment of the Charges shall be considered the same as
payment made directly by you to the Caregiver. In such cases, you retain the right to request
lower Charges from a Caregiver for Services received by you from such Caregiver at the time
you receive such Services, and Charges you incur will be owed to the Caregiver. HailoCare
will consider in good faith any request from a Caregiver to modify the Charges for a particular
Service. This payment structure is intended to fully compensate a Caregiver, if applicable, for
the Services or goods obtained in connection with your use of the Services. Except for amounts
provided by you through the Application as part of the “tip” feature, HailoCare does not
designate any portion of your payment as a tip or gratuity to a Caregiver. You understand and
agree that, while you are free to provide additional payment as a gratuity to any Caregiver who
provides you with Services or goods obtained through the Service, you are under no obligation
to do so.
If you think a correction should be made to any Charge you incurred, you must let HailoCare
know in writing within 30 days after the Charge took place or HailoCare will have no further
responsibility and you waive your right to later dispute the amounts charged.
Damage, Cleaning, and Violation of Terms.
HailoCare may charge you a fee on behalf of Caregivers if, during your use of the Services, you
have caused damage to property belonging to the Caregiver that requires repair or cleaning
(“Repair” or “Cleaning”). The amount of such fee shall be determined, in HailoCare’s sole
discretion, based on the type of damage and the severity. HailoCare reserves the right to verify
or otherwise require documentation of damages prior to processing a fee. If a Repair or
Cleaning request is verified by HailoCare in its reasonable discretion, HailoCare reserves the
right to facilitate payment for the reasonable cost of such Repair or Cleaning using your
payment method designated in your Account. Such amounts will be transferred by HailoCare
to a Caregiver, if applicable, and are non-refundable.
Additionally, if you fail to comply with these Terms, you may be responsible for Charges,
including without limitation, for transactions that could not be completed properly, arising
out of or in connection with your failure to comply with these Terms.
6. Disclaimers; Limitation of Liability; Indemnity.
Disclaimer.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HAILOCARE DISCLAIMS
ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,
NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT. IN ADDITION, HAILOCARE MAKES NO REPRESENTATION,
WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR
GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES
WILL BE UNINTERRUPTED OR ERROR-FREE.
HAILOCARE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR
ABILITY OF CAREGIVERS, OTHER THAN VERIFYING THAT THE CAREGIVERS ARE
LICENSED AND/OR CERTIFIED AS HOME CARE AIDES OR THEIR JURISDICTIONAL
EQUIVALENTS IN THE APPLICABLE STATES WHERE THE SERVICES ARE PROVIDED.
YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES,
AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM CAREGIVERS IN
CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM
EXTENT PERMITTED UNDER APPLICABLE LAW.
HAILOCARE DOES NOT CONTROL, MANAGE OR DIRECT ANY CAREGIVERS.
CAREGIVERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS,
OR EMPLOYEES OF HAILOCARE.
HAILOCARE DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY
USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE
SERVICES. HAILOCARE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT
THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS.
Limitation of Liability.
HAILOCARE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST
PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN
CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES,
REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR
CONCURRENT) OF HAILOCARE, EVEN IF HAILOCARE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
HAILOCARE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES
ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR
INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR
RELATIONSHIP BETWEEN YOU AND ANY CAREGIVER, EVEN IF HAILOCARE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HAILOCARE SHALL NOT
BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES
BEYOND HAILOCARE’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT
CAREGIVERS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS,
OR EMPLOYEES OF HAILOCARE.
THE HAILO PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE
SERVICES WITH CAREGIVERS, BUT YOU AGREE THAT HAILOCARE HAS NO
RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICES PROVIDED TO
OR NOT PROVIDED TO YOU BY CAREGIVERS OTHER THAN AS EXPRESSLY SET
FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT
LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED
UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS,
HAILOCARE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
THIS PROVISION SHALL HAVE NO EFFECT ON HAILOCARE’S CHOICE OF LAW
PROVISION SET FORTH BELOW.
Indemnity.
You agree to indemnify and hold HailoCare and its affiliates and their officers, directors,
employees, and agents harmless from and against any and all actions, claims, demands, losses,
liabilities, costs, damages, and expenses (including attorneys’ fees), arising out of or in
connection with: (i) your use of the Services or services or goods obtained through your use of
the Services; (ii) your breach or violation of any of these Terms; (iii) your violation of the rights
of any third party, including Caregivers.
7. Other Provisions
Choice of Law.
These Terms shall be governed by and construed in accordance with the laws of the state in
which your dispute arises, without regard to the choice or conflict of law principles of any
jurisdiction, except as may be otherwise provided in the Arbitration Agreement in Section 2
above. This Choice of Law provision applies only to the interpretation of these Terms, and
these provisions shall not be interpreted as generally extending any state’s law to you if your
dispute did not arise in that state.
Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting
in personal injury (including but not limited to sexual assault or harassment claims) that you
allege occurred in connection with your use of the Services, whether before or after the date
you agreed to the Terms, shall be governed by and construed in accordance with the laws of
the state in which the incident or accident occurred.
Choice of Forum.
Any dispute, claim or controversy arising out of or relating to these Terms or the existence,
breach, termination, enforcement, interpretation, or validity thereof, shall be brought
exclusively in the state and federal courts of the state in which the dispute, claim or
controversy arose, notwithstanding that other courts may have jurisdiction over the parties
and subject matter, except as may be otherwise provided by the Arbitration Agreement above.
Notwithstanding the foregoing, any dispute, claim, or controversy arising out of or relating to
incidents or accidents resulting in personal injury (including but not limited to sexual assault
or harassment claims) that you allege occurred in connection with your use of the Services,
whether before or after the date you agreed to the Terms, shall be brought exclusively in the
state or federal courts in the State in which the incident or accident occurred, notwithstanding
that other courts may have jurisdiction over the parties and subject matter, and except as may
be otherwise provided in the Arbitration Agreement above, to the extent permitted by law.
The foregoing Choice of Law and Choice of Forum provisions do not apply to the Arbitration
Agreement in Section 2, and we refer you to Section 2 for the applicable provisions for
such disputes.
Notice.
HailoCare may give notice by means of a general notice on or through the Hailo Platform,
electronic mail to the email address associated with your Account, telephone or text message
to any phone number provided in connection with your Account, or by written
communication sent by first class mail or pre-paid post to any residential address connected
with your Account. Such notice shall be deemed to have been given upon the expiration of 48
hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of
sending (if sent by email, telephone, or on or through the Hailo Platform). You may give notice
to HailoCare, with such notice deemed given when received by HailoCare, at any time by first
class mail or pre-paid post to our registered agent(s) for service of process, c/o HailoCare, Inc.
If another provision of these Terms addresses any specific notice (for example, notice of
updates to these Terms, or notice of a dispute or arbitration demand), those specific notice
provisions shall prevail to the extent there is any conflict or inconsistency between those
provisions and this notice provision.
General.
You may not assign these Terms without HailoCare’s prior written approval. HailoCare may
assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of
HailoCare’s equity, business, or assets; or (iii) a successor by merger. Any purported assignment
by you in violation of this section shall be void. No joint venture, partnership, employment,
or agency relationship exists between you, HailoCare, or any Caregivers as a result of this
Agreement or use of the Services. If any provision of these Terms is held to be invalid or
unenforceable, such provision shall be struck and the remaining provisions shall be enforced
to the fullest extent under the law. HailoCare’s failure to enforce any right or provision in
these Terms shall not constitute a waiver of such right or provision unless acknowledged and
agreed to by HailoCare in writing. This provision shall not affect the Severability and
Survivability section of the Arbitration Agreement of these Terms.