Terms of Service

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Kibage, Inc., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Kibage,” “we,” “us” or “our”) governing your use of the Kibage application, website, technology platform and services (collectively, the “Kibage Platform and Services”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE KIBAGE PLATFORM AND SERVICES. PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND KIBAGE CAN BE BROUGHT (SEE ARBITRATION SECTION BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST KIBAGE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. 

By entering into this Agreement, and/or by using or accessing the Kibage Platform and Services you, on behalf of yourself and your Family Members (as defined below), expressly acknowledge that you understand this Agreement and accept all of its terms. (References to “you” in this Agreement refer to both you, individually, and such Family Members.) IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE KIBAGE PLATFORM AND SERVICES.

The Kibage Platform and Services
The Kibage Platform and Services provide a platform where persons who seek care for, or assistance with, certain tasks (“Care Recipients”) can be matched with care options for such tasks. Options for Care Recipients include: (a) family members, friends and other individuals with pre-existing relationships with a Care Recipient (a “Related Provider”); and (b) third party providers of such services, including independent third-party caregivers under agreement with Kibage (“Independent Providers”, and together with Related Providers, “Providers”). Providers and Care Recipients are collectively referred to herein as “Users,” and the care services provided by Providers to Care Recipients shall be referred to herein as “Care Services.” As a Care Recipient, you authorize Kibage to match you with an Independent Provider based on factors such as your location, the type of task, the estimated time to your location, your destination (if applicable), user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. Any decision by a User to offer or accept Care Services is a decision made in such User’s sole discretion. Each Care Service provided by a Provider to a Care Recipient shall constitute a separate agreement between such persons.

Modification to the Agreement
Supplemental terms may apply to certain portions of the Kibage Platform and Services, such as policies for a particular service, and such supplemental terms will be disclosed to you in connection with the applicable service(s). Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable service(s). In particular, if you are an Independent Provider, you will be required to agree certain additional terms regarding provision of care to a Care Recipient. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable service(s). Kibage reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time and such modifications shall become effective upon posting.

Kibage may amend this Agreement from time to time. Amendments will be effective upon Kibage’s posting of such updated Agreement. Your continued access to or use of the Kibage Platform and Services after such posting constitutes your consent to be bound by this Agreement as amended.

Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create an opportunity to opt out of arbitration.

Eligibility
The Kibage Platform and Services may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. In order to use most aspects of the Kibage Platform and Services, you must register for and maintain an active personal user account (an “Account”). You may not allow other persons to use your Account, and you agree that you are the sole authorized user of your Account. Each person may only create one Account, and Kibage reserves the right to deactivate any additional or duplicate accounts. By becoming a User, you represent and warrant that you are at least 18 years old. The Kibage Platform and Services is not available to Users who have had their User account temporarily or permanently deactivated for any reason. 

Account registration requires you to submit to Kibage certain personal information, such as your name, address, mobile phone number and age, as well as, in the case of a Care Recipient, at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. 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 and use the Kibage Platform and Services and/or termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.

If you register for and maintain an Account for the purposes of arranging and scheduling Care Services on behalf of a Family Member (as defined below) receiving any portion of the Kibage Platform and Services, you represent and warrant that you have the power and authority to arrange such services for and on behalf of such Family Member, including, as necessary a power of attorney. "Family Member" means spouse, child, spouse's child, daughter-in-law, son-in-law, brother, sister, mother, father, grandparents, grandchild, step-brother, step-sister, step-parents, parents-in-law, brother-in-law, sister-in-law, aunt, uncle, niece, nephew, guardian, or ward.

While you must be at least 18 years of age to obtain an Account, the care provided through the Kibage Platform and Service are available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you must have the power and authority to allow persons under the age of 18 to receive Care Services from Providers. You may not assign or otherwise transfer your Account to any other person or entity. In certain instances, you may be asked to provide proof of identity to access or use the Kibage Platform and Services, and you agree that you may be denied access to or use of the Kibage Platform and Services if you refuse to provide proof of identity.

Charges
As a Care Recipient, you understand that request or use of Care Services may result in charges to you (“Charges”). You are responsible for reviewing the price quote within Charges. Charges for Care Services include task price and other applicable fees, tolls, surcharges, and taxes, plus any tips to the Provider that you elect to pay. Kibage has the authority and reserves the right to determine and modify pricing by quoting you a price for a specific task at the time you make a request. Pricing may vary based on the type of service you request. You are responsible for reviewing the price quote within the Kibage app and you shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof. In particular, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. 

Kibage will facilitate your payment of applicable Charges owed to an Independent Provider on behalf of such Independent Provider, as such Independent Provider's limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Independent Provider. Charges will be inclusive of applicable taxes where required by law. You retain the right to request lower Charges from an Independent Provider for services or goods received by you from such Independent Provider at the time you receive such services or goods. Kibage will respond accordingly to any request from an Independent Provider to modify the Charges for a particular service or good.

After you have received services or goods obtained through the Kibage Platform and Services, you will have the opportunity to rate your experience and leave additional feedback about your Independent Provider. 

You acknowledge and agree that Kibage is not responsible for cancellations, no-shows, or early or late arrivals by Providers. In the event of a cancellation or no-show by a Provider, your sole remedy, at your election, is to arrange and schedule Care Services with an alternative Provider and/or provide feedback regarding such cancellation or no-show.  In the event of a late arrival by a Provider, your sole remedy, at your election, is an adjustment in the Charges and/or provide feedback regarding such late arrival.

Kibage will not collect any fees in connection with the performance of any Care Services by a Related Provider.

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General

•    Facilitation of Charges. All Charges are due immediately and payment will be automatically facilitated by Kibage through a third-party payment processor (e.g., Stripe, Inc.) using the preferred payment method designated in your Account. Kibage may replace its third-party payment processor without notice to you. Charges shall only be made through the Kibage Platform and Services. With the exception of tips, cash payments are strictly prohibited. Your payment of Charges to Kibage satisfies your payment obligation for your use of the Kibage Platform and Services and Care Services. Kibage may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. If you don’t recognize a transaction, then check your receipts and payment history.
•    No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Kibage Platform and Services, any disruption to the Kibage Platform and Services or Care Services, or any other reason whatsoever.
•    Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a task. Coupons are only valid for use on the Kibage Platform and Services and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your task exceeds the applicable credit or discount value, we will charge your payment method on file for the outstanding cost of the Care Service. For quoted or variable fares, Kibage may deduct the amount attributable to the Charges before application of the coupon. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the “Promotions” section of the Kibage App. In addition, Kibage may from time to time provide certain Users with promotional offers, coupons and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Kibage Platform and Services, and you agree that such promotional offers, coupons and discounts, unless also made available and used by you, shall have no bearing on your use of the Kibage Platform and Services or the Charges applied to you.
•    Credit Card Authorization. Upon addition of a new payment method or each Care Service request, Kibage may seek authorization of your selected payment method to verify the payment method, ensure the task cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

Communications
By entering into this Agreement or using the Kibage Platform and Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Kibage, its affiliated companies and/or Providers, may include but are not limited to: operational communications concerning your User account or use of the Kibage Platform and Services or Care Services, updates concerning new and existing features on the Kibage Platform and Services, communications concerning promotions run by us or our third-party partners, and news concerning Kibage and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE KIBAGE PLATFORM AND SERVICES OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM KIBAGE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE KIBAGE PLATFORM AND SERVICES OR RELATED SERVICES (INCLUDING CARE SERVICES).

Your Information
Your Information is any information you provide, publish or post to or through the Kibage Platform and Services (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Kibage-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Kibage Platform and Services and participate in the Care Services. Our collection and use of personal information in connection with the Kibage Platform and Services and Care Services is as provided in Kibage’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Kibage to use your Information for the purposes described in the Privacy Policy and this Agreement (including by providing such Information to Providers), you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. Kibage does not assert any ownership over your Information; rather, as between you and Kibage, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You represent and warrant that: (i) you either are the sole and exclusive owner of all Information or you have all rights, licenses, consents and releases necessary to grant Kibage the license to the Information as set forth above; and (ii) neither the Information nor your submission, uploading, publishing or otherwise making available of such Information nor Kibage’s use of the Information as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide Information that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Kibage in its sole discretion, whether or not such material may be protected by law. Kibage may, but shall not be obligated to, review, monitor, or remove Information, at Kibage's sole discretion and at any time and for any reason, without notice to you.

Promotions, Referrals, and Loyalty Programs
Kibage, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Kibage. Kibage reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Kibage determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Kibage reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.

Restricted Activities
With respect to your use of the Kibage Platform and Services and your participation in the Care Services, you agree that you will not:

(a)    impersonate any person or entity;
(b)    stalk, threaten, or otherwise harass any person, or carry any weapons;
(c)    violate any law, statute, rule, permit, ordinance or regulation;
(d)    interfere with or disrupt the Kibage Platform and Services or the servers or networks connected to the Kibage Platform and Services;
(e)    post Information or interact on the Kibage Platform and Services or Care Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
(f)    use the Kibage Platform and Services in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
(g)    post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Kibage Platform and Services or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
(h)    forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Kibage Platform and Services;
(i)    “frame” or “mirror” any part of the Kibage Platform and Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
(j)    modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Kibage Platform and Services;
(k)    rent, lease, lend, sell, redistribute, license or sublicense the Kibage Platform and Services or access to any portion of the Kibage Platform and Services;
(l)    use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Kibage Platform and Services or its contents;
(m)    link directly or indirectly to any other web sites;
(n)    transfer or sell your User account, password and/or identification, or any other User’s Information to any other party;
(o)    discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
(p)    violate any of the Referral Program rules if you participate in the Referral Program; or
(q)    cause any third party to engage in the restricted activities above.

Intellectual Property
You are granted a non-exclusive, non-transferrable, revocable license to access and use www.kibage.com and the remainder of the Kibage Platform and Services strictly in accordance with this Agreement. As a condition of your use of the Kibage Platform and Services, you warrant to Kibage that you will not use the Kibage Platform and Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Kibage Platform and Services in any manner which could damage, disable, overburden, or impair the Kibage Platform and Services or interfere with any other party’s use and enjoyment of the Kibage Platform and Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Kibage Platform and Services.

All content included as part of the Kibage Platform and Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Kibage Platform and Services, is the property of Kibage or its suppliers and protected by copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or part, found on the Kibage Platform and Services. Kibage content is not for resale. Your use of the Kibage Platform and Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in the content. You will use protected content solely for your personal use and will make no other use of the content without express written permission of Kibage and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Kibage or our licensors except as expressly authorized by this Agreement.

Kibage respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Kibage Platform and Services infringe upon your copyrights, please view our Copyright Policy for information on how to make a copyright complaint.

Disclaimers
The following disclaimers are made on behalf of Kibage, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. 

THE KIBAGE PLATFORM AND SERVICES IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE KIBAGE PLATFORM AND SERVICES AND/OR THE CARE SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE CARE SERVICES AT ANY GIVEN LOCATION OR TIME. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. 

IN ADDITION, KIBAGE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE KIBAGE PLATFORM AND SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. 

Kibage cannot guarantee that each Provider is who he or she claims to be. Please use common sense when using the Kibage Platform and Services and Care Services, including looking at the photos of the Provider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Kibage Platform and Services by persons under the age of 18 in violation of this Agreement. 

We do not warrant that your use of the Kibage Platform and Services or Care Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Kibage Platform and Services will be corrected, or that the Kibage Platform and Services is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Kibage Platform and Services or Care Services. 
Kibage is not responsible for the conduct, whether online or offline, of any User of the Kibage Platform and Services or Care Services. You are solely responsible for your interactions with other Users. By using the Kibage Platform and Services and participating in the Care Services, you agree to accept such risks and agree that Kibage is not responsible for the acts or omissions of Users on the Kibage Platform and Services or participating in the Care Services.

You are responsible for the use of your User account and Kibage expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately. 

It is possible for others to obtain information about you that you provide, publish or post to or through the Kibage Platform and Services (including any profile information you provide), send to other Users, or share during the Care Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Kibage Platform and Services or through the Care Services. Please carefully select the type of information that you post on the Kibage Platform and Services or through the Care Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Kibage or made available through the Kibage Platform and Services, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Kibage Platform and Services or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Kibage Platform and Services and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Location data provided by the Kibage Platform and Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Kibage, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Kibage Platform and Services. Any of your Information, including geolocation data, you upload, provide, or post on the Kibage Platform and Services may be accessible to Kibage and certain Users of the Kibage Platform and Services.

Kibage advises you to use the Kibage Platform and Services with a data plan with unlimited or very high data usage limits, and Kibage shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Kibage Platform and Services.

Indemnity
You will defend, indemnify, and hold Kibage including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Kibage Platform and Services and participation in the Care Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Providers and Care Recipients, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Kibage Platform and Services or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Care Services as a Provider; and/or (5) any other activities in connection with the Care Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability
IN NO EVENT WILL KIBAGE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “KIBAGE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE KIBAGE PLATFORM AND SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE KIBAGE PLATFORM AND SERVICES, THE CARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE KIBAGE PLATFORM AND SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE CARE SERVICES, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT KIBAGE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY CARE SERVICES, GOODS OR OTHER SERVICES PROVIDED TO YOU BY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Arbitration
In the event the parties are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provision hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in the State of Michigan , except that each party retains the right to seek 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. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. You acknowledge and agree that you and Kibage are each waiving the right to a trial by jury. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the arbitrator. The arbitration provision shall survive the termination of this Agreement.

Class Action Waiver
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECT AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Kibage agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
 

Confidentiality
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Kibage’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Kibage Platform and Services, which may include the User’s name, location, contact information and photo (“Confidential Information”) disclosed to you by Kibage for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Kibage Platform and Services any Confidential Information obtained from the Kibage Platform and Services. As a Provider, you understand that some of Care Recipient’s Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. You should not disclose to anyone the identity of a Care Recipient or the location that you picked up or dropped off a Care Recipient as this could violate HIPAA. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Kibage in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Kibage with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Kibage or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Kibage; becomes known to you, without restriction, from a source other than Kibage without breach of this Agreement by you or such source and otherwise not in violation of Kibage’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to Kibage to enable Kibage to seek a protective order or otherwise prevent or restrict such disclosure.

Term and Termination
This Agreement is effective upon your creation of a User account. Kibage reserves the right, in its sole discretion, to terminate your access to the Kibage Platform and Services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Michigan and, subject to the provisions on arbitration hereunder, you hereby consent to the exclusive jurisdiction and venue of courts in Michigan in all disputes arising out of or relating to the use of the Kibage Platform and Services that are not required to arbitrated hereunder. Use of Kibage Platform and Services is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Kibage as a result of this agreement or use of Kibage Platform and Services. Kibage’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Kibage’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Kibage Platform and Services or information provided to or gathered by Kibage with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the User and Kibage with respect to the Kibage Platform and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the User and Kibage with respect to the Kibage Platform and Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms
Kibage reserves the right, in its sole discretion, to change this Agreement under which www.kibage.com and the other Kibage Platform and Services is offered. The most current version of this Agreement will supersede all previous versions. Kibage encourages you to periodically review this Agreement to stay informed of our updates.

Contact Us
Kibage welcomes your questions or comments regarding this Agreement:

Kibage, Inc.
PO Box 970572
Ypsilanti, MI 48197
Email: info@kibage.com
Telephone number: 1-833-454-2243

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