CARE & CO LIMITED
TERMS OF USE FOR CUSTOMERS

IF YOU INTEND TO USE WWW.CAREANDCOMPANY.CA (THE “WEBSITE”) TO ENLIST THE SERVICES OF A CARE CONTRACTOR, THEN THESE TERMS OF USE AND THE CARE & CO PRIVACY POLICY GOVERN YOUR USE OF THE WEBSITE AND SERVICES SO PLEASE READ THESE TERMS CAREFULLY.

BY REGISTERING TO BECOME A CUSTOMER (“CUSTOMER”/“YOU”), YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT REGISTER TO USE THE SERVICE AS A CUSTOMER.

  1. Service Overview. Care & Co Ltd (“Care & Co”/”we”/”us”) provides a service (the “Service”) that matches Clients with care givers who are operating their own independent businesses for their own account and have subscribed to use the C&C web application and platform to connect with Clients who require non-medical home care services (“Care Contractors”).

  2. Registering as a Customer. To order care services from Care Contractors through the C&C web application and platform (“Care Services”), you must register for an account and provide your payment information. Any personal information provided by You to us will be stored in accordance with our Privacy Policy which You should read carefully.

  3. Registering on Behalf of a Client. You represent and warrant to Care & Co on an ongoing basis that You have the capacity, legal right and any authorization required to register on behalf of and to book Care Services for any Client on whose behalf you book Care Services.

  4. Prohibition on Babysitting Services. You are prohibited from using the Service for the purposes of retaining Care Contractors to fulfill babysitting functions. You represent and warrant that you will not use the Services for babysitting.

  5. Booking Appointments. Once You, or a person on whose behalf you have authority to book care services, are/is registered as a Client, Care Contractors will be matched to You or said person based on your/their location, preferences, requirements and other parameters inputted into the Website’s search engine. You will have the ability to accept or reject the proposed provision of Care Services from the Care Contractor(s) you are matched with (the “Appointment”). Care Contractors can join the Website and provide Care Services only after an interview and successfully passing the basic verification tests of Care & Co. Please note that Care & Co contracts with two levels of Care Contractors: (i) Personal Support Workers who are required to have certified training and membership in the Personal Support Network of Ontario and to carry professional liability insurance and to successfully pass a police records check; and (ii) Companions who are required to be members of the Personal Support Network of Ontario, to carry professional liability insurance and to successfully pass a police records check. Apart from carrying out these preliminary verifications, we do not endorse or guarantee the skills or qualifications of any Care Contractors and cannot ensure that all Care Contractors maintain the appropriate qualifications, insurance or clean records so you should always ensure that you satisfy yourself that any Care Contractor you intend to engage has the appropriate qualifications and is suitably qualified to provide the specific Care Services you are requesting. It is the responsibility of You the Customer to inform the Client on whose behalf you are scheduling, booking, changing or cancelling services, of the times,

dates and types of services You intend to schedule, book, change or cancel and/or have scheduled, booked, changed or cancelled through Care & Co. As a courtesy, Care & Co will attempt to notify the Client by email of services scheduled, booked, changed and cancelled using the email address for the Client that You provide.

6. Cancelling Appointments. If You cannot keep an Appointment that you have requested, You must cancel that booking through the Website at least 24 hours prior to its Start Time to avoid any billing. If You cancel between 24 and 2 hours prior to a booked start time, you will be charged a cancellation fee of 50% of the booking. If you cancel under 2 hours prior to a booked start time, you will charged for the full amount of the booked Appointment.

7. Disputes and Complaints. Care Contractors may lodge complaints about Clients or other individuals present during the Contractors scheduled delivery of service. We will notify You or any Client (on whose behalf you have booked an Appointment) of any dispute pertaining to You or an Appointment which You have made and we will endeavour to resolve any dispute within 14 days. If Care & Co considers a complaint valid and such complaint relates to non-attendance or abusive conduct by You, the Client or other individuals present during the Contractors scheduled delivery of service, Care & Co reserves the right to terminate or suspend Your access to the Service and to exercise any other rights and remedies that Care & Co may have.

8. Standard of Conduct. In using the Website and Service to order Care Services from Care Contractors You agree that You will:

(a) act honestly and in good faith and in a manner which will not harm the goodwill and reputation of C&C; and

(b) comply with these Terms and all applicable laws and regulations at all times during Appointments and dealings with Care & Co Care Contractors,

Care & Co reserves the right to terminate your access and use of the Website and Service at any time for breach of the foregoing restrictions.

9. Conduct on the Website Generally. In using the Website and Service You agree that You will not:

  1. (a)  copy or distribute any part of the Website without our prior consent;

  2. (b)  alter or modify any part of the Website;

  3. (c)  upload, post, email, transmit or otherwise make available on the Website or through the Service:

    i) any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable,

  1. ii)  any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm any person in any way;

  2. iii)  any unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

  3. iv)  any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Client, Care Contractor or visitor to the Website or that compromises any person’s privacy;

(d) impersonate any person or entity or misrepresent Your affiliation with a person or entity;

(e) interfere with or disrupt the Website or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

(f) collect or store personal information about Care Contractors or viewers except for information shared with You directly by Care Contractors; or

(g) resell the content of the Website, the use of the Website or access to the Website or the content of the Website.

10. Fees And Payment Terms. The prices set for Care Services are charged on an hourly basis and are derived from current market rates for similar services. You will be able to see the fees for the applicable Care Services at the time of booking. When you book an Appointment for Care Services, we will validate your payment method. Care & Co collects payment for Care Services booked through the Website. We will charge your payment method for an Appointment that you have booked on the day after the Appointment occurs. Please note that you are free to negotiate with Your Care Contractor different dollar amounts (prices) for their Care Services. However, if You and Your Care Contractor negotiate different payment amounts for an Appointment or particular Care Services it constitutes a separate agreement between You and the applicable Care Contractor. Irrespective of changes to prices that you agree with Your Care Contractor, you acknowledge and understand that you will still be invoiced by Care & Co for the piece prices indicated on the Website and it is the Care Contractor’s responsibility, not Care & Co’s to settle any difference with You directly between the amounts listed on the Website and the amounts agreed with You for the applicable Care Services. As Care & Co does not track or monitor separate pricing arrangement made between Clients and Care Contractors, you acknowledge that Care & Co has no obligation or responsibility to enforce or ensure that separate fee arrangement made by You with a Care Contractor are honoured by that Care Contractor.

11. DISCLAIMER. THE INFORMATION AND MATERIALS PROVIDED ON OR THROUGH THIS WEBSITE ARE PROVIDED "AS IS." SPECIFICALLY, BUT WITHOUT LIMITATION, CARE & CO DOES NOT REPRESENT, WARRANT OR

OFFER ANY CONDITIONS THAT: (I) THE INFORMATION OR MATERIALS ON THIS WEBSITE ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE FUNCTIONS CONTAINED ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) DEFECTS WILL BE CORRECTED, OR (IV) THIS WEBSITE OR THE TECHNOLOGY (S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CARE & CO SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. CARE & CO DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND CARE & CO SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.

12. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL CARE & CO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE, THIS WEBSITE OR ANY OF THE INFORMATION OR MATERIALS CONTAINED ON THIS WEBSITE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY, DEATH OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE, OR (VI) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF CARE & CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Release. Because Care & Co does not supervise or control interactions between Clients and Care Contractors, and because Care & Co does not control credit card companies or other payment processing companies, and because Care & Co does not screen or monitor the Appointments, and because Care & Co cannot guarantee the true identity, age, or nationality of Care Contractors, and because Care & Co has very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Website You

agree that You bear all risk and you agree to release Care & Co (and their officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with Your use of the Website, Your third party transactions and in connection with Care & Co’s resolution of any disputes between Care Contractors and You. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.

14. Termination. Care & Co may, under certain circumstances and without prior notice, immediately terminate Your ability to access the Website or portions thereof. Cause for such termination shall include, but not be limited to:

  1. a)  material breaches or violations of these Terms of Use,

  2. b)  requests by law enforcement or other government agencies,

  3. c)  conviction of any crime;

  4. d)  discontinuance or material modification to the Website (or any part thereof),

  5. e)  unexpected technical, security or legal issues or problems, and/or

  6. f)  participation by You, directly or indirectly, in fraudulent or illegal activities (including falsification of your credentials); or

  7. g)  non-payment of fees for the Service.

You acknowledge and agree that all terminations may be made by Care & Co in its sole discretion and that Care & Co shall not be liable to You or any third-party for any termination of Your access to this Website or for the removal of any of the materials uploaded by You to the Website. Any termination of these Terms of Use by Care & Co shall be in addition to any and all other rights and remedies that Care & Co may have.

15. Security. Information sent or received over the Internet is generally unsecure and Care & Co cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. As a user of the Website, You are responsible for safeguarding security of your account. Web sessions time out after fifteen (15) minutes so it is Your responsibility to log out of Your account at the end of a session, or before leaving any device You have used to access Your account, or before closing a web browser or tab You have used to access Your account to avoid third party access to your web session before the automatic timeout applies. Failure to do so could result in Your account being accessed by another party using the device or network used by You to access your account. Care & Co assumes no responsibility for any unauthorized access to Your account, and/or to any information contained therein, through any device or network used by You to access your account. You must also safeguard the password that you use to access the Website and you are responsible for any activities or actions performed under your password. You agree to keep your password secure. Care & Co assumes no responsibility for any information contained in emails and notifications being intentionally shared with or otherwise accessed by, any persons or party other than the intended recipient. It is Your responsibility to safeguard email and other notifications addressed to You and any of the information contained therein. Care & Co will not be liable for any loss or damage arising from your failure to comply with these requirements.

16. Feedback: Website and/or Service. If You provide Care & Co with any suggestions, comments or other feedback ("Feedback") relating to the Website and/or Service, Care & Co may use such Feedback in the Website or in any other Care & Co products or services (collectively, "Care & Co Offerings"). Accordingly, You agree that: (a) Care & Co is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Care & Co, (c) Care & Co (including all of its successors and assigns and any successors and assigns of any of the Care & Co Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Care & Co Offerings, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from Care & Co or any of the Clients of the Website.

17. Feedback: Care Contractors and Appointments. You have the option to provide feedback on Your experience with Care Contractors to Care & Co.

18. Links to Third-Party Websites. This Website may contain links to other websites that are not owned or controlled by Care & Co. Care & Co is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any non-Care & Co websites does not imply that Care & Co endorses or accepts any responsibility for the content or use of such websites.

19. Enforcement of Terms. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The failure of Care & Co to exercise or enforce any right or provision under these terms of use shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Care & Co must be in writing and shall only apply to the specific instance identified in such writing. No waiver by Care & Co of any provision of these Terms of Use shall be deemed to be a further or continuing waiver of such provision or any other provision. You agree that any cause of action that You may have arising out of or related to this Website or Your use of this Website or the Service must commence within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.

20. Copyright and Trademark Information. This Website, and the information and materials that it contains, are the property of Care & Co and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. All Care & Co product names and logos are trademarks or registered trademarks. Nothing contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Website or any materials displayed on this Website, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of Care & Co. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website.

21. Changes to the Service or Website. Care & Co reserves the right to alter, suspend, or discontinue this Website and/or the Service at any time and for any reason or no reason without any liability to You. In such cases, Care & Co will endeavour to give notice of such changes on the Website. The Website may also be unavailable from time to time due to

maintenance or malfunction of computer or network equipment or other reasons. Care & Co may periodically add or update the information and materials on this Website without notice.

22. Assignment. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Care & Co’s prior written consent. Care & Co may assign the terms of use, or any rights or licenses granted hereunder, at any time without notice.

23. UPDATES. THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY CARE & CO FROM TIME TO TIME WITHOUT NOTICE AND THE MOST RECENT VERSION WILL BE POSTED ON THE WEBSITE. THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE, AND IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES. YOUR USE OF THE WEBSITE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS. ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

24. Entire Agreement. These terms of use, together with any Privacy Policy that may be published on the Website, constitutes the entire agreement between the parties relating to the website and all related activities. These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Care & Co.

25. General Terms. Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in Canadian currency. This Agreement shall be governed by and construed in accordance with the laws of the province in which the Service Area is located and the laws of Canada applicable therein.

LAST UPDATE: SEPTEMBER 30, 2016