Terms and Conditions

Last updated: July 23, 2018

Thank you for using one of our products, which may include without limitation (i) our website, www.hhaeXchange.com; (ii) our mobile application(s); (iii) any desktop or other computer based application(s) or portal(s); or (iv) any other medium through which we offer access to our services to you (collectively, the “Products”).  These terms of use (“Terms of Use”) are entered into between you and Homecare Software Solutions, LLC d/b/a HHAeXchange, including our assigns, officers, directors, agents, investors, subsidiaries, and employees (“Company” or “We”).  These Terms of Use set forth the terms and conditions which govern your use of the Products, including any content, functionality, or services offered on or through the Products. Please read the Terms of Use and the Privacy Policy before using the Products. Please note that by accessing and using the Products, or (if applicable) by clicking or confirming that you agree to the Terms of Use when this option is made available to you, you agree to be bound by these Terms of Use and our Privacy Policy, found at https://hhaexchange.com/privacy-policy/ (the “Privacy Policy”), incorporated herein by reference, whether or not you create an account with the Company. If you are using the Products or any of the Services on behalf of a company or other legal entity, you agree to be individually bound by this Agreement regardless of any agreement your company may have with us. Should you have any objections to any terms contained herein, please do not use the Products or, if applicable, please delete your account. These Terms of Use are subject to change at any time and all changes are effective when they are posted on the Products. Your continued use of the Products after changes are posted will constitute your acceptance of the revised Terms of Use.

Eligibility

You, as a user of the Products represent and warrant that you are at least eighteen (18) years of age, that you reside in the United States, that you have never been convicted of a felony, and that you have the right, authority, and capacity to enter into this agreement and comply with all terms and conditions of the Terms of Use. We make an effort to advertise to individuals who are at least eighteen (18) years of age or older and will not knowingly collect any information from children under the age of thirteen (13). We are not responsible for any misrepresentations related to user’s age and reserve the right to terminate the account of any user whom we believe has provided false information to us or any other users.  If you do not meet

Access

You are responsible for:

Making all arrangements necessary for you to have access to the Products.

Ensuring that all persons who access the Products through your network connection are aware of these Terms of Use and comply with them.

To access the Products or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Products that all the information you provide on the Products is correct, current and complete. You agree that all information you provide to register with Products is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Rules for Participation 

  • Only User: You hereby agree that you will be the sole user of your account, that no other individuals are authorized to use your account, and that you are responsible for all use of your account and activity thereon. You agree to contact the Company immediately upon discovering or suspecting unauthorized use of your account.
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  • Information Provided by Users: It is the responsibility of users to provide accurate, timely, updated and complete information to us when creating an account and using the Products and we are not responsible for any claims or disputes related to any incomplete, inaccurate or untimely information provided by you to us. As to any content, information or materials you provide to the Products or to other users of the Products, you represent and warrant that you have the right to use and share such content, information or materials. You hereby irrevocably grant to us a perpetual, non-exclusive license to use any content, information or materials provided by you to us in public forums in any way that we, in our sole discretion, determine to use it.
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  • Prohibited Activities: You may use the Products only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Products in any manner, or share, provide, produce, display, publish or disseminate to others content, that:
  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries)
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  • Is defamatory, abusive, obscene, profane, objectionable, offensive, libelous, sexually oriented, threatening, harassing, or racially offensive;
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  • Is illegal or infringes or violates another user’s rights, promotes illegal activity including copying the copyrighted works of another user, or provides instructional information about illegal activities;
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  • Is inaccurate, false, out-of-date or misleading, including profile images that are not your likeness or misrepresenting your current or previous employment and qualifications;
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  • Is harmful or threatening to the safety of users;
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  • Promotes racism, bigotry, hatred or physical harm against any individual or group of individuals;
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  • Consists of “junk mail,” “chain letters,” or “spamming”;
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  • Contains any restricted, password only, or hidden pages or images;
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  • Contains any material targeted at individuals under the age of eighteen (18), including material that exploits such individuals in a sexual or violent manner or solicits personal information from them;
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  • Requests passwords, account information, or personally identifying information for any commercial or unlawful purposes from another user; and
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  • Engages in commercial activities and/or sales without Company’s prior written consent including, but not limited to, contests, sweepstakes, bartering, advertising and pyramid schemes.
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  • Impersonate another user or entity or create an account for anyone other than a natural person;
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  • Harass others in any way, including stalking;
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  • Expressly state or imply that any statements you or others make are endorsed by Company unless you have the prior written consent of Company;
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  • Use any software, application, program, device or process, including the use of any robot or spider, to gather, catalog, or in any way duplicate or circumvent the structure or appearance of the Products;
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  • Post, distribute, duplicate, infringe, remove, or otherwise use any copyrighted materials, trademarks, brands, logos or other proprietary information or notices without obtaining the prior written consent of the owner of such rights;
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  • Disrupt or interfere in any way with the Products or any of the servers or networks connected to the Products;
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  • Utilize or copy any information or content to provide any service that is competitive, in Company’s sole discretion, with Company or access the Products for any competitive purpose including monitoring availability, performance or functionality;
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  • Share, provide, produce, display, publish or disseminate to others any material that contains any sort of virus or any files or programs that are designed to disrupt, destroy or reduce the functionality of the Products;
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  • Share any non-user information without such non-user’s express permission;
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  • Disguise the origin of any information transmitted via the Products;
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  • Direct any person to the site by using meta tags, code, or any other devices including any reference to the site or services to for any reason whatsoever;
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  • Remove, cover or otherwise obscure any form of advertisement included in the Products;
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  • “Frame” or “mirror” any part of the Products without our prior written authorization;
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  • Alter, adapt, sublicense, translate, sell, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for any portion of the Products; and/or
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  • Override or attempt to override any security component on the Products.
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Company reserves its rights to:

  • Remove or refuse to post any user contributions for any or no reason in our sole discretion.
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  • Take any action with respect to any user contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such user contributions violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Products or the public or could create liability for the Company.
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  • Investigate and take legal action against any user who violates the above provisions including, without limitation, the right to suspend or terminate the account of any such violators. The above list is not all inclusive as to activities for which an account may be suspended or terminated.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.

  • Account security: at the time a user creates an account, he/she will be required to create a password for such account. You are responsible for a) maintaining the security of your password, b) all activity occurring on your account, c) logging out of your account at the end of each session, whether on a personal or public device, d) notifying Company of any actual or suspected unauthorized use of your account, and e) to the extent applicable based on the Product being utilized, delete the application from your device and wipe your hard drive or memory of any information related to the Product. You acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. Please use enhanced caution whenever accessing your account from a public computer. Notwithstanding the foregoing, you acknowledge that we have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
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  • No joint venture: The Company does not serve as an employer of any user or any employers using our service and users are in no way legally affiliated with the Company other than as a customer. You agree that neither you, nor the Company, intends to create an independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship and thus no such relationships are created. The Company expressly disclaims any liability arising between users of the Products.

Term

The Terms of Use become effective immediately upon your use of the Products or Services and remain in full force and effect during the duration of your use of the Products including the duration your account is open, regardless of your activity thereon. You may terminate your account at any time by following the instructions regarding how to delete your account on the “My Account” page. If for some reason you are unable to terminate your account, please contact us at support@hhaexchange or send written notice of termination to Homecare Software Solutions, LLC d/b/a HHA eXchange, Attn: Termination of Account, One Court Square, 44th Floor, Long Island City, NY 11101. You may be asked to provide a reason for your termination. We may terminate your membership at any time and will notify you of such termination via the most recent email address you have provided to us. Such notification is not required to be sent prior to termination of your account. You will not be entitled to any refunds of applicable fees if we terminate your account due to your breach the Terms of Use, Privacy Policy or any other Company policy as same may be amended from time to time. All account termination decisions are in Company’s sole discretion and we are not required to give reason for termination. After termination, the Terms of Use remain enforceable against the user and, when possible and applicable, all terms and conditions of the Terms of Use shall survive termination.

Interactions with Other Members

The Products are merely a platform for facilitating scheduling, time and attendance and the recording of duties and tasks. Any and all suits, claims, disputes or controversies must take place between the users and you expressly agree that we will not be held responsible or liable in any way whatsoever for any such suits, claims, disputes or controversies. You, as a user, agree to immediately report to Company any suspected misconduct or false information provided by other users of the Products.

Links

With regards to links, if any, in our Products that lead to websites, we do not control and are not responsible for the content of such websites, nor do we endorse any such websites, and you acknowledge that all links in our Products are provided for your convenience only. It is your responsibility to evaluate the content on such websites and you enter all third party websites at your own risk. All such websites are governed by the privacy policies and terms and conditions of those sites and not by our Terms of Use or Privacy Policy. You hereby agree to hold the Company harmless from any liability that may result from your use of links that appear in the Products.

Your Rights

Unless you breach the Terms of Use or Privacy Policy, we hereby grant you a limited, revocable license and right to access, view information on, and use the Products and the Services. You may not assign or sublicense such license or rights. Any violation of the Terms of Use, Privacy Policy, any other policy or our general purpose and mission is strictly prohibited. All rights not expressly granted in these Terms of Use are expressly reserved by HHAeXchange without limitation.

Commercial Use Prohibition

The Products and Services are for the use of individual users only and any use in connection with any commercial endeavors without the express prior written consent of HHAeXchange is strictly prohibited. Businesses may only use the Products or Services as users or advertisers and not for any illegal or unauthorized purpose. HHAeXchange reserves the right to take any and all appropriate legal action. HHAeXchange reserves the right to terminate your use of the Products and Services in its sole discretion at any time and your use of the Products and Services is with the revocable permission of HHAeXchange.

Billing and Payment Policy

You may create an account at no cost and you will have the ability to participate in all, of the features and services available on the Products and within the Services.

Release

In the event that you become involved in a dispute with one or more other users, you hereby release HHAeXchange from all claims, demands, or damages of every kind, whether known or unknown, suspected and unsuspected, disclosed and undisclosed, in any way connected with such disputes.

HHAeXchange Liability

Users agree not to hold HHAeXchange liable for any services delivered which originated through the Products or Services or were otherwise provided by a user. Further, users release HHAeXchange from all claims, demands, and all actual or consequential damages of every kind, whether known or unknown, disclosed or undisclosed, arising out of or in any way connected with such disputes.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

By agreeing to the Terms of Use, you agree to indemnify, defend, and hold harmless HHAeXchange from and against all claims, loss, expense or demand of liability (including attorneys’ fees) and costs incurred by us in connection with any claim by a third party arising out of a) your failure to comply with the Terms of Use in any way, b) your submission of materials or content on the Products or Services, or c) any activity in which you engage on or through the Products or Services. You further agree that you will reasonably cooperate in the defense of any such claims.

Intellectual Property Rights

Company owns and retains all right, title, and interest in and to the Products. All software, text, typefaces, graphics, layouts, content, data, formatting, designs, HL, graphs, photographs, videos, designs, sounds, images, look and feel, and other content (“Proprietary Material”) on the Products, and the coordination, selection, arrangement and enhancement of such Proprietary Materials are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.  All Proprietary Material is protected in all forms and through all media and technologies now known or hereinafter developed. In addition to the termination of your account, violation of these Terms of Use may result in copyright, trademark or other intellectual property rights violations and liability, and civil or criminal penalties. Users are prohibited from reproducing, copying, downloading, modifying, creating derivative works of, redesigning, reconfiguring, retransmitting, distributing, publicly displaying or performing, or storing any of the Proprietary Material without Company’s prior express written permission, except as follows:

  • Your devices may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your browser for display enhancement purposes.
  • You may download a single copy of our Product applications to your devices solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

Trademarks

The Company name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on Products are the trademarks of their respective owners.

Copyright Infringement

If you, in good faith, believe that any materials in the Products infringe upon your copyrights, please provide our Copyright Agent with the following:

  • A description of the copyrighted work that you believe has been infringed upon, why you think it has been infringed, and the exact location in the Products where such material is located;
  • A description of where the original or an authorized copy of the copyrighted work exists;
  • An electronic or physical signature of the person who either owns the copyright or has authorization to act on behalf of the owner;
  • Your contact information including your full name, address, telephone number, and e-mail address;
  • A statement from you that you in good faith believe that the disputed use is not authorized by the copyright agent or owner or the law; and
  • An additional statement by you, made under penalty of perjury, that the information in your notice is complete and accurate, and that you are the copyright owner or authorized to act on the owner’s behalf. 

Our Copyright Agent can be reached at:

Homecare Software Solutions LLC
Attn: Copyright Agent
One Court Square, 44th Floor
Long Island City, NY 11101

Reliance on Content

You agree that the Company is not responsible for your reliance on any information or content made available through the Products, other than that provided directly by Company, and the authors of such information and content are solely responsible for such content. The Company does not guarantee the accuracy or completeness of any information on the Products or adopt, enforce or accept responsibility for the accuracy or reliability of any statement made by any party that appears on the Products or Services. You agree that the Company will under no circumstances be responsible for any loss or damage resulting from your reliance on information or content on the Products.

Privacy

Please read our full Privacy Policy which is hereby fully incorporated into the Terms of Use by reference and governs, among other things, the treatment of all information you submit to us. You acknowledge that your submission of any content, material, or information in any form is completely voluntary. By using this Products, you hereby represent and agree that you have reviewed and agree to the Privacy Policy.

Modifications to the Product

HHAeXchange reserves the right to evaluate, improve, amend, or temporarily or permanently discontinue the Products or any content or information thereon with or without providing notification to users. You agree that we are not liable to you or any third party for any modification or discontinuance of the Products. Additionally, you have the same rights with respect to any content that you post, share with, or introduce to the Products.  However, any of the material on the Products may be out of date at any given time, and we are under no obligation to update such material.

Limitations on Use

We reserve the right to place limitations on your account in order to maintain the performance and availability of the Products and to enforce the Terms of Use. Such limitations may include the number of reviews posted, the number of messages sent through the system, and the number of applications. Such limitations supersede all special offers made by us and the limitations may be enforced at our sole discretion. You agree to contact our Customer Service department with any concerns you have over the limitations on your use and you agree to abide by any determinations made by the Customer Service Representative.

Notifications of Acts Contrary to Terms of Use

Should you believe that you are entitled or required by law to act contrary to these Terms of Use, you agree to provide Company with a detailed and authenticated explanation of your reasoning in writing at least thirty (30) days before you act contrary to these Terms of Use. Such advanced notice will allow us to evaluate whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are not required to provide such alternative remedy.

Notifications and Service Messages

In order to alert you to certain changes, such as modifications to these Terms of Use, we may place a notice at the top of these Terms of Use or a banner notice across the Products. In the alternative, we may email you, at the email address associated with your account, to alert you of certain changes. You further agree that we may communicate with you regarding your account and all Products via your account or through certain other means including email, mobile number, telephone, or via delivery services including the postal service. You agree that we have no liability connected with or arising from your failure to maintain current and accurate contact information including, without limitation, your failure to receive critical information regarding the Products.

Disclaimers

We have no obligation to verify the identity of individual users, nor do we have any obligation to monitor the use of Products by other users. Therefore, we disclaim all liability for identity theft or other misuse of your identity or information. We are not responsible for the conduct, whether online or offline, of any user of the Products. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operations or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications, nor are we responsible for any problems or technical malfunctions whatsoever including, but not limited to, malfunctions of telephone networks or lines, computer online systems, servers or providers, computer equipment, software, failure of email, traffic congestion on the internet or at any website. Such malfunctions further include damage or injury to your or any other person’s computer or device relating to or resulting from participation or use of our Products. You understand that we cannot and do not guarantee or warrant that the Products or any related information or files will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR DEVICES, PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PRODUCTS OR ANY MATERIAL CONTAINED THEREIN, OR LINKED THERETO.

THE PRODUCTS AND THEIR CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PRODUCTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE PRODUCTS OR THEIR CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PRODUCTS OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PRODUCTS WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PRODUCTS OR ANY CONTENT RELATED THERETO, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Non-Solicitation

Other than connecting with users for the purpose of receiving or providing a position in the service industry, individuals and companies are prohibited from using the Products for the purpose of recruiting for another company or soliciting, advertising to, or contacting users for employment, contracting, or any other purpose for a business not affiliated with the Company without the express written consent of the Company.

Arbitration and Governing Law

These Terms of Use and any dispute between you and HHAeXchange shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.

By using the Products in any way, you agree that any claim or controversy arising out of the use of the Products or relating to an alleged breach of the Terms of Use shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator taking place in New York, NY. You agree to give up your right to go to court to assert or defend any claims between you and the Company and your right to participate in a class action or other class proceeding. Claims and controversies must be arbitrated on an individual basis and may not be consolidated with any other claims or controversies. Judgment on the arbitration award may be entered into any court or competent jurisdiction. You or the Company may seek any preliminary or interim relief from a court of competent jurisdiction in New York, NY that is necessary to protect the rights of property pending the completion of arbitration. In the event that this agreement is held to be unenforceable, any litigation against the Company may be commenced only in federal or state courts located in New York, NY and you hereby irrevocably consent to the jurisdiction of those courts for such purposes.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PRODUCTS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Customer Service

HHAeXchange provides assistance to its users through its customer care representatives. Communications between you and our customer care representatives may be recorded for quality assurance purposes and you are prohibited from being abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise inappropriate toward our customer care representatives. We reserve the right to immediately terminate your account, and you will not be entitled to any refund, if we, in our sole discretion, feel that you have mistreated our customer care representatives in any way.

General Provisions

Failure by HHAeXchange to enforce any provisions of these Terms of Use shall not be construed as a waiver of any provision or right. These Terms of Use, together with the Privacy Policy and any other related Company policy, constitute the entire agreement between you and HHAeXchange with respect to the Products and Services. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of HHAeXchange, its successors, and assigns. Any notice or communication to be given hereunder shall be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.