Terms of Service for TrueCare24
Contractor Services Agreement
This Online Contractor Services Agreement (“Agreement”) constitutes a legal agreement between TrueCare24, Inc. d/b/a TrueCare24 (the “Company”) and you (“Contractor”), and governs your use of and access to the Company Application (as defined below), that allows its customers to connect with the Company’s network of independent contractors to obtain service providers for various short term assignments.
PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY IF YOU WISH TO BECOME A CONTRACTOR AND BEFORE ACCESSING OR PROVIDING THE SERVICES.
PLEASE NOTE: SECTION 16 OF THIS AGREEMENT AFFECT HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED. THEY CONTAIN ARBITRATION PROVISIONS THAT REQUIRE DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND PROHIBIT CLASS ACTION CLAIMS. BY ACCEPTING THESE TERMS OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THAT ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
This Agreement expressly supersedes prior agreements with you. With the exception of the mutual obligation to arbitrate disputes, we reserve the right to modify or amend any other terms of this Agreement from time to time without notice; your continued use of the Application following the posting of changes to the terms shall constitute your acceptance of such changes.
ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT
a. “Services” means the services described in a Company Request for services to be performed by one of a network of independent workers, or an agency of contracted providers, who have expressed interest in performing Services through the Company’s online platform (“Contractor”) for a Company customer (“Customer”).
b. “Company Request” means a notice provided, through the Application, to one or more Company Contractors, which includes a description of the services to be provided by the Contractors, the time by which the Company Request must be completed (the “Request Completion Date”) and the fee associated with the Company Request (the “Payment”). An open request is a request for services that has not yet been accepted by a Company Contractor (“Open Request” or “Open Case”). Company Contractors can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Company Contractor has accepted a Company Request pursuant to Sections 2 and 3, the Company Request will become a “Company Engagement”. (Company Contractors are under no obligation to accept any Open Request).
c. “Application” means the software application used by the Company in connection with the Services.
d. “Account” means the account created for the Contractor upon registration with the Company through the Application. Contractor must maintain an active Account in order to use the Application.
2. Background Checks and Certification Verification.
As part of Contractor’s initial registration with the Company, Contractor agrees to execute a written consent for a background check and verification of any submitted certifications. Subject to a satisfactory background check and agreement to the terms herein, Contractor will be eligible to use the Application to view and accept Company Requests. Contractor further agrees to complete any ongoing background checks as may be required by the Company or a Customer. Agencies are required to provide and pay for all background checks for Contractors and must provide documentation of checks and Certifications to the Company before Contractors are allowed to accept an Open Request. Failure to complete the initial or ongoing background check processes, or provide verifiable Certifications, may result in inability to accept Company Requests and/or removal from the Application.
3. Best Efforts.
By registering to become a Company Contractor and accepting an Open Request, Contractor agrees to use best efforts to perform the Company Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once Contractor has accepted a Company Request, the Open Request will no longer be available for performance by other Company Contractors who received the Open Request. By accepting an Open Request, Contractor is entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Contractor may not accept an Open Request unless certain that:
(1) Contractor understands what is requested for delivery;
(2) Contractor can perform the Services identified in the Open Request;
(3) Contractor can deliver the Services in the requested time period; and, if required, Contractor can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, Contractor will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of Contractor’s failure to timely complete the Open Request in accordance with the Customer requirements. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to the Services will be performed by and only by Contractor or by employees of Contractor. Contractor agrees that Contractor will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Contractor’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
4. Use of the Application.
5. Ownership Rights; Proprietary Information; Publicity.
a. Company shall own all right, title and interest (including all intellectual property rights of any sort throughout the world) relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Contractor during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Contractor will promptly disclose and provide all Inventions to Company. Contractor hereby makes all assignments necessary to accomplish the foregoing ownership. Contractor shall assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Contractor hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Contractor’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Contractor and all other creators or owners of the applicable Invention.
b. Contractor agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or on behalf of Contractor during the period that Contractor is to be providing the Services that relate to Company or Company Customers, or to the business or demonstrably anticipated business of Company or Company Customers, or in connection with the Services or that are received by or for Company or any Company Customer in confidence, constitute “Proprietary Information.” Proprietary information also includes information received in confidence by Company from its customers or suppliers or other third parties. Contractor shall hold in confidence and not disclose or, except in performing the Services, use, or permit to be used, any Proprietary Information. However, Contractor shall not be obligated under this paragraph with respect to information Contractor can document is or becomes readily publicly available without restriction through no fault of Contractor. Upon termination or as otherwise requested by Company, Contractor will promptly provide to Company all items and copies containing or embodying Proprietary Information, except that Contractor may keep its personal copies of its compensation records and this Agreement. Contractor also recognizes and agrees that Contractor has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Contractor’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
c. As additional protection for Proprietary Information, Contractor agrees that during the period over which Contractor is to be providing the Services, Contractor will not encourage or solicit any employee or contractor of Company to leave Company for any reason
d. To the extent allowed by law, Section 5(a) and any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). Furthermore, Contractor agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Contractor’s name in connection with promotion of its business, products or services. To the extent any of the foregoing is ineffective under applicable law, Contractor hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible and agrees not to assert any Moral Rights with respect thereto. Contractor will confirm any such ratifications and consents from time to time as requested by Company. If any other person is in any way involved in any Services, Contractor will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit.
e. If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Contractor (or any person involved in the Services)and not assigned hereunder, Contractor hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
6. Warranties and Other Obligations.
Contractor represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others; (ii) all work under this Agreement shall be Contractor’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Contractor); (iii) Contractor has the full right to allow Contractor to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give Contractor the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Contractor shall comply with all applicable laws and Company and safety rules and the safety rules of Company Customers in the course of performing the Services; and (v) if Contractor’s work requires a license or certification, Contractor has obtained that license or certification and the license or certification is in full force and effect.
7. Avoidance of Conflict of Interest.
Contractor represents and warrants that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement. Contractor has not brought and will not bring to Company or Company Customers, or use in the performance of the Services, any materials or documents of another party considered confidential unless Contractor has first obtained written authorization from such party for the possession and use of such materials and has received Company’s prior written consent to use such materials. Contractor will advise Company at such time as any activity of either Company or another business presents Contractor with a conflict of interest or the appearance of a conflict of interest. Contractor will take whatever action is requested by Company or Company Customers to resolve any conflict or appearance of conflict which it finds to exist. Contractor further represents and warrants that Contractor has full power and authority to enter into this Agreement and perform Contractor’s obligations hereunder.
8. Other Business Activities.
Contractor may be engaged or employed in any other business, trade, profession or other activity while providing servic
This contract may be terminated immediately if either party breaches a material provision of this Agreement, if Contractor violates the law in connection with Contractor’s performance of the Services, or if Contractor engages in conduct that the Company, in its sole discretion, believes in good faith to be detrimental to its business interests. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ notice. Company shall pay Contractor all unpaid, undisputed amounts due for the Services completed prior to notice of such termination, and shall retain the full amount of any fee paid to the Company by Company Customers in connection with Contractor’s Company Engagements. Sections 5 (subject to the limitations set forth in Section 5(c)) through 17 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Contractor.
10. Relationships Between Company, Contractors And the Customers.
Company maintains a technology platform and marketplace and is in the business of providing workers (whether independent contractors or employees) to Customers or other third parties. Contractors understand and agree that by creating and maintaining an account on the TrueCare24 Platform, they receive only the ability to use the platform to access persons or entities interested in receiving and/or having Contractors perform services for such persons or entities, as well as related tools such as the ability to message those persons or schedule appointments. Contractors understand and agree that, by using the platform, they are customers of Company, and are not Company employees, joint ventures, partners, or agents.
a. Notwithstanding any provision hereof, Contractor is an independent contractor and is not an employee, agent, partner or joint venturer of Company or any Company Customer, and shall not bind nor attempt to bind Company or any Company Customer to any contract beyond the terms of this Contractor Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Company or any Company Customer and Contractor, or any employee or agent of Contractor. As an independent contractor, Contractor is solely responsible for determining which Open Requests Contractor will choose to accept and how, when and where Contractor will provide the Services under this Agreement. The Company will provide no supervision and will have no control over the manner in which Contractor performs the Services. The Company may not set the Contractor’s work hours and location of work, nor must Company be involved in determining the type or manner of compensation that will be paid for any Service Request. Company will provide Contractor with access to the Application/platform for purposes of enabling Contractor to access and accept (if Contractor so chooses) Company Requests and engage in incidental, related activities (if Contractor so chooses). Contractor shall not be eligible to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs offered by Company. Company shall not provide disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Contractor.
b. For Contracts, Customer will manage the TrueCare24 request through third party software as mandated by Company, an independent company and their specific payrolling program, where the Worker becomes an hourly employee of a third party employer and Worker and Customer enter into appropriate additional agreements.
c. Taxes. Contractor shall comply at Contractor’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Contractor will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Contractor’s obligations under any provision of this Agreement, for the benefit of the Company and Company Customers, and Contractor will be responsible for any noncompliance by them. Contractor shall be responsible for and, and shall indemnify Company against all such taxes or contributions including penalties and interest.
d. Insurance. As an independent contractor, Contractor is solely and exclusively responsible for Contractor’s own insurance. Specifically, in the event that Contractor is injured while working in the course and scope of an engagement sourced through the Company, Contractor acknowledges and understands that Contractor will not be covered by any workers compensation insurance coverage that the Company may provide to its employees. Further, in the event that Contractor’s actions cause an injury to a third party while Contractor is working in the course and scope of performing an engagement sourced through the Company, Contractor acknowledges and understands that Contractor will not be covered by any general liability or automobile liability insurance coverage that the Company may have, and that the Company is not making any commitment to defend and/or indemnify Contractor in such circumstances, and specifically denies such obligation. All Company Contractors must have insurance coverage in order to perform Services.
e. Indemnification. Contractor agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless to the extent of any obligation imposed on the Company (i) to pay withholding taxes or similar items or (ii) resulting from Contractor’s being determined not to be an independent contractor. Contractor further agrees to indemnify and hold the Company, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys’ fees, arising out of or based upon any breach or alleged breach by Contractor of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
11. Third Party Payment Processing Services.
No Contractor will be paid unless the following has been completed to the TrueCare24 satisfaction: – Completed onboarding – Payment information is provided and verified (Social Security, Tax Identification number, Payee Accounts) – Signed and approved timesheets or evidence thereof – Client approval of the services provided – Evidence furnished with regards to the satisfactory completion of service – Please note that Contractor must be in good standing with TrueCare24 (no outstanding complaints, violations, etc.)
Please note that you are a Contractor, not an employee of TrueCare24. As such, TrueCare24 is under no obligation to pay you on set pay dates; it is a goal and not a guarantee. Every effort will be made to pay you within 14 days of service, provided that you have met and demonstrated all eligibility requirements as described in paragraphs (b) and (c) above. TrueCare24 is committed to ensuring that independent contractors will be paid for the work performed, but the timing of payments may vary. Please see paragraphs (a) through (d) above for more information.
Please make sure you’ve reviewed paragraphs (a) through (e) above and furnish all the evidence that you have met all criteria for payments as outlined in paragraphs (a) through (e) above BEFORE submitting payment inquiries or complaints to TrueCare24 support at [email protected] Contractor must maintain high ethical standards and may not participate in any unlawful, or fraudulent activities. If this clause is broken, the Contractor will be subject to termination and/or engagement with the proper authorities. Contractor must maintain her/his own liability insurance
12. Relationship with Customers.
You acknowledge and agree that your provision of Services to a Customer creates a direct business relationship between you and the Customer. The Company is not responsible or liable for the actions or inactions of any Customer in relation to you or your activities. You are responsible for any obligations or liabilities to Customers that may arise from your provision of Services, and you agree to indemnify the Company and/or any of their respective subsidiaries and affiliates and the directors, officers, employees, and agents thereof for any liability that they may incur, individually or collectively, as a result of any action or omission by you in the performance of Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper to mitigate such risks. For all engagements through TrueCare24, please note that you will be providing services to the clients and/or TrueCare24 as an independent contractor. This is NOT an employer/employee relationship. Under no circumstances shall Contractor direct any questions, grievances or complaints to clients, vendors or partners of TrueCare24. Such issues must be addressed with TrueCare24 directly. If questions arise, Contractor shall contact TrueCare24 Case Management and/or TrueCare24 accounting team. Violations of these rules will result in immediate termination of Contractors contract and may preclude Contractor from contracting with Company in the future.
Contractor agrees to defend, indemnify and hold harmless Company and its affiliates, and their officers, directors, employees, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, attorneys’ fees or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Contractor’s acts or omissions; and (b) Contractor’s breach of any representation, warranty or obligation under this Agreement. Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to Contractor.
This Agreement and the Services contemplated hereunder are personal to Contractor and Contractor shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer this Agreement in whole or part.
All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.
16. Arbitration and Equitable Relief.
The Company and Contractor mutually agree to resolve any legal disputes, past, present or future, between them, or between Contractor and any of Company’s employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding arbitration instead of a court or jury trial. The parties agree that this arbitration agreement is governed by the U. S. Federal Arbitration Act (9 U.S.C. §§ 1-16). However, if despite the parties’ agreement in the preceding sentence the Federal Arbitration Act is found not to apply, this arbitration agreement will be governed by the law of the state where Contractor last performed services under this Contract. Except as specifically provided below with respect to the Class and Representative Action waiver, this arbitration agreement shall apply to any and all claims arising out of or relating to this Agreement (including without limitation the scope, enforceability, validity, or conscionability of this arbitration agreement itself), the Contractor’s classification as an independent contractor, Contractor’s provision of services to Company or its Customers, the payments received by Contractor for providing services to Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with Company.
Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as otherwise provided by an Act of Congress are excluded from the coverage of this Agreement. Private attorney general representative actions brought on behalf of the state under the California Labor Code are not arbitrable, but a claim you bring on your own behalf as an aggrieved employee for recovery of underpaid wages or penalties (as opposed to a representative claim for civil penalties) is arbitrable.
(a) If either party initiates arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period for the claim or claims asserted. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any Notice to TrueCare24 of a demand to arbitrate should be sent to DROP ADDRESS, Attention: Legal (“Notice Address”).
(b) Class Action Waiver. The Company and Contractor mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the JAMS Rules, as defined below, any claim in court that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) Contractor agrees and acknowledges that entering into this arbitration agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of Company or Company’s Customers and that any disputes in this regard shall be subject to arbitration as provided in this arbitration agreement.
(d) Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules where agreed upon by both parties) (“JAMS Rules”), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the JAMS Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute or a retired judge.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in San Francisco, California.
(3) Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, the Company will pay the Arbitrator’s and arbitration fees. If under applicable law the Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the Arbitrator.
(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state, federal or local law, as may be applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable substantive law governing such motions.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
(8) A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
(a) This Agreement does not prevent a Contractor from filing unfair labor practice charges with the National Labor Relations Board (www.nlrb.gov) for US-based Contractors. Nothing in this Agreement prevents a Contractor from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Agreement prevents the investigation by a government agency of any such report, claim or charge.
(b) The JAMS Rules may be found at https://www.jamsadr.com/rules-comprehensive-arbitration/ or by searching for “JAMS Comprehensive Arbitration Rules” using a service such as www.Google.com.
(c) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.
(d) This arbitration agreement may be acknowledged and agreed to electronically, and its validity shall not be affected thereby. A copy of this agreement may be used in lieu of an original for any purpose.
Any breach of Section 5 or 6 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, with the exception of the agreement to arbitrate disputes which shall be governed by the FAA, shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. Paragraph titles are provided for reference purposes only, and do not affect the substantive provisions of this Agreement.
18. Defend Trade Secrets Act of 2016; Other Notices.
Contractor understands that pursuant to the federal Defend Trade Secrets Act of 2016, Contractor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Contractor further understands that nothing contained in this Agreement limits Contractor’s ability to communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company.
TrueCare24 reserves the right, at its sole discretion, to permanently ban any provider from its platform for any reason. Any provider who has been permanently banned from the platform is hereby explicitly prohibited from contacting TrueCare24 or otherwise engaging with the Company again. Any efforts by a provider to circumvent the permanent ban by attempting to sign up for the platform again will constitute fraudulent activity. TrueCare24 hereby reserves the right to pursue legal action against any provider who refuses to comply with the terms of the permanent ban.
20. Entire Agreement.
Who are we?
TrueCare24, Inc (TrueCare24) provides a technology platform that enables users to connect easily with third-party in-home health care medical and non-medical service providers (the Medical Service Providers) which deliver home-based health care, non-medical care, and telemedicine services through phone calls, video calls or on-line chat (the Services)
YOU ACKNOWLEDGE THAT TRUECARE24 DOES NOT ENGAGE IN PROVIDING HEALTH CARE SERVICES OR ANY OTHER MEDICAL SERVICES TO USERS.
DO NOT USE TRUECARE24 PLATFORM FOR EMERGENCY MEDICAL NEEDS. IF AT ANY TIME YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL 911 OR GO TO THE NEAREST EMERGENCY ROOM (ER).
These terms of service govern your use of TrueCare24 mobile application, TrueCare24 (the App) and website, www.TrueCare24.com (the Website); by using the App or Website, you accept these terms of service (the Terms of Service) in full and without reservation. If you disagree with the Terms of Service in all or in part, you must not use the App or Website.
You must be at least 18 (eighteen) years of age to use the App or Website. By using the App or Website and by agreeing to the Terms of Service, you warrant and represent that you are at least 18 years of age. You are only eligible to use our App or Website if you are located within our service area, which is available in detail on the Website.
TrueCare24 will make best efforts to:
– provide access to the App and Website seven days a week, twenty-four hours a day;
– connect callers with home-based health care services providers seven days a week, from 8 am to 10 pm;
– provide access to telemedicine (phone calls, video calls, on-line chat) seven days a week, twenty-four hours a day.
TRUECARE24 MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE APP, WEBSITE OR SERVICES, OR THAT THE APP AND WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
TRUECARE24 HAS NO CONTROL OVER THE SERVICES PROVIDED BY THIRD PARTIES, INCLUDING MEDICAL SERVICE PROVIDERS, AND CANNOT ENSURE THE COMPLETION OF ANY ARRANGED SERVICE.
License to use App and Website
Unless otherwise stated, TrueCare24 and/or its licensors are the owner of any materials published or used on the App and Website from time to time (the Materials). Materials may include logos, graphics, videos, images, software and other contents. The App and Website are owned and operated by TrueCare24 Subject to any restrictions stated in the Terms of Service, and your compliance with the Terms of Service, TrueCare24 hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the App and Website solely for your personal use. You must not:
– reproduce, duplicate, copy or otherwise exploit any Material for a commercial purpose;
– republish any Material in neither print nor digital media or documents (including republication on another website or mobile app);
– sell, rent or sub-license any Material;
– show any Material in public;
– edit or otherwise modify any Material;
– redistribute any Material – except for content specifically and expressly made available for redistribution; or
– republish or reproduce any part of the App or Website through the use of iframes or screenscrapers.
Where content is specifically made available for redistribution, it may only be redistributed within your organization.
To use the App you must have a mobile device that is compatible with the mobile service. TrueCare24 does not warrant that the App will be compatible with your mobile device. TrueCare24 hereby grants to you a non-exclusive, non-transferable, revocable license to use an object code copy of the App for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the App to any third-party or use the App to provide time sharing or similar services for any third-party; (iii) make any copies of the App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the App, features that prevent or restrict use or copying of any content accessible through the App, or features that enforce limitations on use of the App; or (v) delete the copyright and other proprietary rights notices on the App. You acknowledge that TrueCare24 may from time to time issue upgraded versions of the App, and may automatically electronically upgrade the version of the App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the Terms of Service will apply to all such upgrades. The foregoing license grant is not a sale of the App or any copy thereof, and TrueCare24 and its licensors retain all right, title, and interest in and to the App (and any copy of the App). Standard carrier data charges may apply to your use of the App.
The following additional terms and conditions apply with respect to the App that TrueCare24 provides to you designed for use on an Apple iOS-powered mobile device (the iOS App):
– You acknowledge that these Terms of Service are between you and TrueCare24 only, and not with Apple, Inc. (Apple).
– Your use of TrueCare24’s iOS App must comply with Apple’s then-current App Store Terms of Service.
– TrueCare24, and not Apple, is solely responsible for our iOS App and the services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
– You agree that TrueCare24, and not Apple, is responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by the Terms of Service and any law applicable to us as provider of the iOS App.
– You agree that TrueCare24, and not Apple, shall be responsible, to the extent required by the Terms of Service, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
– You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
– You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
– The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to the Terms of Service as they relate to your license of TrueCare24’s iOS App. Upon your acceptance of the Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service against you as they relate to your license of the iOS App as a third-party beneficiary thereof.
You must not use the App or Website in any way that causes, or may cause, damage to or impairment of the availability of accessibility of the App or Website or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. The involved parties will ensure that all engagement (e.g. any form of communication, billing, etc) with either of the parties is through TrueCare24. Any of the involved parties must not instigate others to not use TrueCare24.
You must not use the App or Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities on or in relation to the App or Website without www.truecare24.com’s express written consent. This includes:
– data mining
– data extraction
– data harvesting
– ‘framing’ (iframes)
– article ‘Spinning’
You must not use this Website or mobile App or any part of it to transmit or send unsolicited commercial communications.
You must not use this Website or mobile App for any purposes related to marketing without the express written consent of www.truecare24.com.
You must not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the any aspect of our website or equipment for any purpose.
You shall not sign up, contact or request a Medical Services Provider under a false name.
TRUECARE24 PATIENT AUTHORIZATION
TRUECARE24 PATIENT AUTHORIZATION FOR RELEASE OF SENSITIVE HEALTH INFORMATION (for chat, forms, phone calls and other TrueCare24 touch points) By providing information on a TrueCare24 form, chat box, or phone call, you authorize TrueCare24 and its care partners to obtain, store, and transmit health related information, including sensitive health information. You may revoke this authorization by not providing information to TrueCare24. Accepting this authorization is voluntary. By accessing the TrueCare24 services, you are authorizing the use or disclosure of sensitive health information.
Access to certain areas of the App or Website is restricted. TrueCare24 reserves the right to restrict access to certain areas of the App or Website, or at its discretion, this entire App or Website. TrueCare24 may change or modify this policy without notice.
If TrueCare24 provides you with a user ID and password to enable you to access restricted areas of the App or Website or other content or services, you must ensure that the user ID and password are kept confidential. You alone are responsible for your password and user ID security and for all activities that occur using your password and user ID.
TrueCare24 may disable your user ID and password at its sole discretion without notice or explanation.
TrueCare24 connects you with nearby Medical Service Providers, allowing them to diagnose, give medical advice and, as the case may be, deliver medical treatment in person.
The Medical Services Providers that TrueCare24 connects you with are not employees nor agents of TrueCare24. TrueCare24 is not a provider of health care services and takes no part in your medical diagnosis and/or treatment. Neither TrueCare24 nor any of our licensors or suppliers shall be liable for any professional advice obtained from a health care professional in-person, via telephone, videoconference or chat, as provided by our service, nor for any information obtained on our App or Website. We do not recommend or endorse any specific tests, health care or service providers, medications, products or procedures. You acknowledge that your reliance on any health care providers we provide or information provided by our health care providers to you is solely at your own risk and you assume full responsibility for all risk associated therewith, as allowable by the extent of the law. Consult with your regular licensed health care provider as necessary and before seeking any new treatment or before you alter, suspend or initiate any change in your medical treatment, medication routine or health care related procedure or activity. Do not disregard medical advice issued to you by your regular licensed health care provider.
Services provided by Medical Service Providers using TrueCare24 platform are direct to consumer, self-pay services. We do not accept insurance or other health coverage and the services may not be covered under any health benefit plan or insurance coverage plan. You will be responsible for all fees for the Services provided through the App or Website. You are solely responsible for all charges incurred by using the Services, including your in-person visits from a Medical Service Provider.
Usage of the Services may require a valid credit card, and all the billing will be performed by and should be paid to the relevant Medical Service Providers.
In the case the visit is cancelled by the user, cancellation fee up to 100% of the visit price can be deducted. TrueCare24 reserves the right to follow the cancellation policy of the medical provider.
The membership is effective upon receipt of membership materials.
This plan is NOT insurance. The plan is not insurance coverage and does not meet the minimum creditable coverage requirements under the Affordable Care Act. This subscription plan program contains a 30 day cancellation period. Member shall receive a full refund of membership fees if membership is cancelled within the first 30 days after the effective date. Discount Medical Plan Organization: New Benefits, Ltd., Attn: Compliance Department, PO Box 671309, Dallas, TX 75367-1309. Only available to CA residents.
By signing up for TrueCare24 and using the Services, you are not entering into a medical service provider/patient relationship with TrueCare24. You may be entering into a medical service provider/patient relationship with a nearby on-call medical service provider that TrueCare24 connects you with.
You understand that your medical history, physical status or any other medical details (the Medical Information) shared with a Medical Service Provider via phone conversation, on-line chat or in-person visit will never be shared with TrueCare24. Medical Information will only be collected, processed, maintained and stored by the relevant Medical Service Providers. TrueCare24 will not collect nor process any Medical Information on behalf of any Medical Service Providers.
You understand that there is no guarantee that a Medical Service Provider will prescribe any medication at all, and that specific treatments or therapy are not guaranteed. You understand that all Medical Service Providers will operate in a professional manner and in accordance with relevant state regulations, laws and codes, and medical ethics requirements that have been established.
You understand that all Medical Service Providers reserve the right to deny care or medical advice for potential misuse of services, if they feel that their life may in any way be threatened or jeopardized, or as otherwise required by law or reasonable medical ethics concerns.
Member Verification by Members. You are responsible to make Your own decision regarding the other Members that You engage through the Site. TrueCare24 may make a third-party verification service available to Members. Members may use this service to verify information of other Members such as, but not limited to, name, address, social security number, and criminal background. Use of a third-party verification service is voluntary. If You decide to use or access information provided by a third-party verification service offered through the Site, You do hereby represent, understand and expressly agree that TrueCare24 is a conduit for the third-party verification service and does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information provided by the third-party verification service. In addition, You understand that TrueCare24 may review the information provided by the third-party verification service. If You use the third party verification service, and such verification is governed by the Fair Credit Reporting Act (the “FCRA”), You represent and warrant that You will comply with the FCRA, which can be found at http://www.ftc.gov/os/statutes/fcrajump.shtm. TrueCare24 expressly disclaims any and all liability that may result from the use of the information provided by the third party verification service.TrueCare24 expressly disclaims, and You expressly release TrueCare24 from, any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to (a) any misstatements and/or misrepresentations made by any Member or (b) THE ACCURACY, TIMELINESS OR COMPLETENESS OF ANY BACKGROUND CHECK provided to you in connection with the site or the services.
Optional Member Verification by TrueCare24. You understand and agree that TrueCare24 has the right, but not the obligation, to independently verify any statement made by any Member on the Site or verify that any Member meets any of the eligibility criteria set forth above. In the event that TrueCare24 chooses to verify the representations and warranties or any information provided by You through Your use of the Site, You hereby authorize TrueCare24, either directly or through our vendors or service providers, to attempt to verify such information, which verification may include, without limitation, conducting criminal background checks, sex offender registry checks, motor vehicle records checks, identification verifications, credential verification checks, credit checks and/or using available public records. You consent to any collection, use or disclosure in order to accomplish such verification.
TRUECARE24 EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE TRUECARE24 FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY DAMAGES, SUITS, CLAIMS AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE FROM AND/OR IN ANY WAY RELATE TO ANY ACTS OR OMISSIONS OF MEMBERS ON OR OFF THE SITE, INCLUDING WITHOUT LIMITATION THE PROVISION OF ANY SERVICES BY ANY PROVIDER.
No medical liability
Medical Service Providers are responsible for complying with regulatory and local requirements for malpractice and liability insurance. All interactions (phone calls, on-line chat, in-person visit or others) with Medical Service Providers are between you and the licensed health care expert.
BY USING THE SERVICES, YOU UNDERSTAND THAT THE MEDICAL SERVICE PROVIDERS ARE NOT THE EMPLOYEES NOR THE AGENTS OF TRUECARE24 AND YOU AGREE THAT TRUECARE24 WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY MALPRACTICE OR SUBSTANDARD TREATMENT THE MEDICAL SERVICE PROVIDERS MAY RENDER OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH ANY MEDICAL SERVICE AND/OR ADVICE PROVIDED BY THE MEDICAL SERVICE PROVIDERS.
TrueCare24 does not promise or guarantee that the information provided in the App or Website is correct, current, or complete, and furthermore may contain technical inaccuracies or typographical errors. TrueCare24 does not warrant that the functions contained in the App or Website will be uninterrupted or error-free, that defects will be corrected, or that the App and Website made available are free of viruses or other harmful components. You (and not TrueCare24) assume the entire cost of all necessary maintenance, repair, or correction. TrueCare24 assumes no responsibility (and expressly disclaims responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information.
Limitations of Liability
You agree to indemnify, defend, and hold harmless TrueCare24, its officers, directors, employees, managers, shareholders, agents, representatives, and licensors from and against all losses, expenses, damages and costs, including reasonable attorneysÕ fees, resulting from any violation of the Terms of Service, and/or resulting from actions or omissions related to your interaction with the Medical Service Providers.
YOU EXPRESSLY AGREE THAT USE OF APP AND WEBSITE IS AT YOUR SOLE RISK. SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS. TRUECARE24 EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. TRUECARE24 MAKES NO WARRANTY THAT THE APP, WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE APP, WEBSITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES TRUECARE24 MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP OR WEBSITE, OR THAT DEFECTS IN THE APP OR WEBSITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP OR WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRUECARE24 OR THROUGH THE APP OR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TRUECARE24 OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE APP OR WEBSITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP OR WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE APP OR WEBSITE. THE AGGREGATE LIABILITY OF TRUECARE24 TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE APP OR WEBSITE IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.
By using the App or Website, you agree that the exclusions and limitations of liability set out in the Terms of Service are reasonable.
If you do not think they are reasonable, you must not use the App or Website.
If any provision of the Terms of Service is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
Breaches of the Terms of Service
Without prejudice to TrueCare24’s other rights under the Terms of Service, if you breach the Terms of Service in any way, TrueCare24 may take such action as TrueCare24 deems appropriate to deal with the breach, including suspending your access to the App or Website, prohibiting you from accessing the App or Website, blocking computers using your IP address from accessing the App or Website, contacting your internet service provider to request that they block your access to the App or Website and/or bringing court proceedings against you.
Changes to Terms of Service
TrueCare24 may revise the Terms of Service from time-to-time. Revised Terms of Service will apply to the use of the App and Website from the date of the publication of the revised Terms of Service on the App or Website. Please check this page regularly to ensure you are familiar with the current version.
Law and jurisdiction
The Terms of Service will be governed by and construed in accordance with the laws of DELAWARE, USA, and any disputes relating to the Terms of Service will be subject to the exclusive jurisdiction of the courts of DELAWARE, USA.
California Consumer Notice
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The App and Website are provided by TrueCare24, Inc., 8270 Woodland Center Blvd PMB 548, Tampa FL 33614, 94404 (510)417-5142. If you have a question or complaint regarding the App or Website, please contact Customer Service at [email protected] You may also contact us by writing TrueCare24, Inc., 8270 Woodland Center Blvd PMB 548, Tampa FL 33614. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297.
If you have any questions about the Terms of Service or otherwise need to contact TrueCare24 for any reason, you can reach us at Support Team at [email protected]