Date of Last Revision: October 25, 2022
The Eldercare Navigators’ Special Offers Program is a platform where healthcare professionals and/or other professionals can place promotions related to their services (“Special Offer”) on the healthcare professional’s or other professional eldercarenavigators.com profile page. These Eldercare Navigators’ Special Offers Terms of Use (“Special Offers Terms”) are by and between Eldercare Navigators LLC (“Eldercare Navigators”) and the healthcare professional or other professional uploading and posting a Special Offer (“Healthcare Professional” or “Other Professional” or “you”) on eldercarenavigators.com and govern the terms of Healthcare Professional’s or Other Professional participation in the Eldercare Navigators’ Special Offers Program on the Eldercare Navigators’ website and its mobile applications and/or any affiliated platforms (collectively, “Site”). In addition, the Eldercare Navigators’ Special Offers Program is subject to the Eldercare Navigators’ Healthcare Professional or Other Professional’s Terms of Service), the Eldercare Navigators’ Privacy Policy and other policies and requirements published by Eldercare Navigators from time to time (collectively, “Policies”), which are incorporated herein by reference. Eldercare Navigators’ may modify the Policies at any time. Eldercare Navigators’ reserves the right to refuse any Special Offer, for any reason. By placing a Special Offer, you accept and agree to be bound by these Special Offers Terms and these Special Offer Terms are effective as of the date you place a Special Offer with Eldercare Navigators’.
1. Healthcare Professional’s or Other Professional Responsibilities.
It is Healthcare Professional’s or Other Professional responsibility to maintain the confidentiality of Healthcare Professional’s or Other Professional account information, including all password(s) associated with Healthcare Professional’s or Other Professional account. In addition, Healthcare Professional or Other Professional is responsible for all activities that occur in connection with Healthcare Professional’s or Other Professional account. Further, Healthcare Professional or Other Professional agrees to notify Eldercare Navigators of any unauthorized use of Healthcare Professional’s or Other Professional account and Eldercare Navigators’ reserves the right to close Healthcare Professional’s or Other Professional account at any time for any or no reason. If Healthcare Professional or Other Professional submits a Special Offer through a third party or employee (an “Agent”), Eldercare Navigators’ and Healthcare Professional or Other Professional agree and acknowledge that these Special Offer Terms apply to that Agent. Further, Healthcare Professional or Other Professional represents and warrants to Eldercare Navigators’ that the Agent is authorized to act on behalf of Healthcare Professional or Other Professional and is bound to these Special Offer Terms. Healthcare Professional or Other Professional is solely responsible for: (i) the Special Offer(s) and the information associated with the Special Offer(s) whether generated by or on behalf of Healthcare Professional or Other Professional; and (ii) fulfillment of the services and products (collectively “Healthcare Professional or Other Professional Services”) specified in the Special Offer.
Healthcare Professional or Other Professional’s use of the Site in a manner not associated with the Eldercare Navigators’ Special Offers Program, including any use by an Agent, is governed by the Healthcare Professional or Other Professional’s Terms of Service. Any conflict between these Eldercare Navigators’ Special Offer Terms and the Healthcare Professional or Other Professional’s Terms of Service shall be resolved in favor of these Eldercare Navigators’ Special Offer Terms.
2. Display of Special Offers.
Eldercare Navigators’ will display Special Offers on www.eldercarenavigators.com its mobile application and other web sites on which Eldercare Navigators’ displays Special Offers (the ” Eldercare Navigators Site”), for a period of time as indicated in the Healthcare Professional’s or Other Professional offer settings and in Eldercare Navigators’ sole discretion. Eldercare Navigators’ may display the Special Offers on web pages on the Eldercare Navigators’ Site where the Healthcare Professional or Other Professional posts answers to community members’ questions, on the Healthcare Professional or Other Professional’s profile page, on listings for offers available in a geographical region or on any other web page or location on the Site per the discretion of Eldercare Navigators. Eldercare Navigators cannot guarantee the number of views for Special Offers.
3. Special Offers Correction.
Eldercare Navigators is under no obligation and does not review or pre-screen the Special Offers prior to their display on the Eldercare Navigators’ Site. In addition, under no circumstances will Eldercare Navigators be liable in any way for any Special Offers posted by Healthcare Professional or Other Professional or Healthcare Professional or Other Professional’s Agent. Eldercare Navigators or users of the Eldercare Navigators’ Site may identify concerns with any given Special Offer (such as an error in the posting of the Special Offer or that the Special Offer violates these Special Offers Terms). Eldercare Navigators shall send Healthcare Professional or Other Professional (or Healthcare Professional or Other Professional’s Agent) an email notifying the Healthcare Professional or Other Professional of the concern regarding the Special Offer and Healthcare Professional or Other Professional or Healthcare Professional or Other Professional’s Agent shall address that concern.
If Healthcare Professional or Other Professional does not modify the Special Offer to comply with such notice, Eldercare Navigators may decide to remove the Special Offer by changing status to “expired”. In addition, Eldercare Navigators may remove a Special Offer at any time in its sole discretion that in the sole judgment of Eldercare Navigators violates these Special Offers Terms or which may be illegal or fraudulent or for any or no reason. As a result, Healthcare Professional or Other Professional is solely responsible at Healthcare Professional or Other Professional’s sole cost and expense for creating backup copies and replacing any Special Offer(s) that Healthcare Professional or Other Professional uploads and posts on the Eldercare Navigators’ Site or provides to Eldercare Navigators. Eldercare Navigators shall only have the ability to remove Special Offers but in no way whatsoever shall Eldercare Navigators modify the Special Offer.
4. Changes to Special Offers Terms; Disclaimer.
Eldercare Navigators reserves the right to change these Special Offers Terms at any time without liability, and Healthcare Professional or Other Professional ‘s use of the Eldercare Navigators’ Special Offers Program after notice of such changes constitutes Healthcare Professional or Other Professional ‘s acceptance of the new Special Offers Terms. Eldercare Navigators may give notice as described in Section 12 below, or Eldercare Navigators may give notice by updating the terms on this web page. In addition, Eldercare Navigators disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) availability and delivery of Special Offers on the Eldercare Navigators’ Site or section thereof; (ii) conversions or other results for any Special Offers; or (iii) the adjacency or position of ads or Special Offers on the Eldercare Navigators’ Site.
5. Cancellation/Suspension.
Healthcare Professional or Other Professional may discontinue the publication of its Special Offers through Healthcare Professional or Other Professional ‘s account. In the event Healthcare Professional or Other Professional or Eldercare Navigators (under Section 4, or otherwise) stops the display of Healthcare Professional or Other Professional’s Special Offers, Healthcare Professional or Other Professional is responsible to restart the display, which may require a modification to the Special Offer details. Special Offers terminated online will cease to be displayed shortly after cancellation or suspension. Eldercare Navigators reserves the right to terminate the Eldercare Navigators Special Offers Program and/or these Special Offers Terms at any time. Sections 1, 6-12 will survive any termination of these Special Offers Terms.
6. Prohibited Uses.
Healthcare Professional or Other Professional shall not and shall not authorize any Agent or other party to post a Special Offer that advertises anything illegal or engage in any illegal or fraudulent business practice or post a Special Offer that violates any local, state or federal law, rule or regulation.
7. License Grant.
When Healthcare Professional or Other Professional or Healthcare Professional or Other Professional’s Agent posts Special Offer(s) on the Eldercare Navigators’ Site, you authorize and direct Eldercare Navigators to make such copies as Eldercare Navigators deems necessary, to facilitate the posting and storage of the Special Offer(s) on the Eldercare Navigators’ Site. In addition, with respect to the Special Offer(s) that you elect to post or transmit for inclusion in or on the Eldercare Navigators’ Site, you automatically grant, and you represent and warrant that you have the right to grant, to Eldercare Navigators, its affiliates and partners, a perpetual, worldwide, royalty-free, non-exclusive, transferable license (with the right to sublicense) to use, reproduce, translate, alter, publicly perform, publicly display, modify, adapt, publish, excerpt (in whole or in part) and distribute such Special Offer(s), in whole or in part, in all present and future media, known or unknown, in any manner relating to the Eldercare Navigators’ Site (including, without limitation, in connection with the appearance of such Special Offer(s) on the Eldercare Navigators’ Site and on the websites of Eldercare Navigators’ affiliates, partners and others with whom Eldercare Navigators’ may have business relationships relating to the Site) and the distribution and promotion of the Eldercare Navigators’ Site.
8. Healthcare Professional or Other Professional Representations and Warranties.
Healthcare Professional or Other Professional and Healthcare Professional or Other Professional’s Agent represent and warrant to Eldercare Navigators that:
a. all information provided in connection with Healthcare Professionals or Other Professional account and any Special Offers order is complete, correct and current;
b. Healthcare Professional or Other Professional owns all intellectual property rights (including all copyright, trademark, patent, publicity or other rights) in the Special Offer(s) content or Healthcare Professional or Other Professional has the necessary permission and consent to use the content contained in the Special Offer(s) that Healthcare Professional or Other Professional or Healthcare Professional or Other Professional’s Agent uploads and posts on the Eldercare Navigators’ Site;
c. the Special Offer(s) does not violate or encourage violation of any applicable laws, regulations, code of conduct, or third-party rights (including intellectual property rights) and Healthcare Professional or Other Professional will comply with all applicable federal, state and local laws, rules and regulations;
d. Healthcare Professional or Other Professional will honor all Special Offers offered by the Healthcare Professional or Other Professional on the Eldercare Navigators Site; and
e. the Special Offer(s) is not fraudulent, false, deceptive, or considered unfair advertising or violates any law.
A breach of the foregoing representations and warranties by Healthcare Professional or Other Professional or Healthcare Professional or Other Professional’s Agent may result in immediate termination of Healthcare Professional or Other Professional ‘s account and Healthcare Professional or Other Professional’s participation in the Eldercare Navigators’ Special Offers Program without notice and without limitation to any other remedies available to Eldercare Navigators.
9. NO WARRANTIES.
HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL ACKNOWLEDGES AND AGREES THAT ELDERCARE NAVIGATORS PROVIDES THE ELDERCARE NAVIGATORS’ SPECIAL OFFERS PROGRAM “AS IS,” “WITH ALL FAULTS” AND ON AN “AS AVAILABLE,” BASIS. ELDERCARE NAVIGATORS DOES NOT MAKE ANY WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, SAFETY, USABILITY, PERFORMANCE, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ELDERCARE NAVIGATORS’ SPECIAL OFFERS PROGRAM, ANY UNDERLYING SERVICE PROVIDED BY A HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL OR ANY SPECIAL OFFER REDEEMED BY AN ELDERCARE NAVIGATORS’ USER OR COMMUNITY MEMBER FROM A HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL. HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL IS THE PERSON OR ENTITY PROVIDING THE SERVICE SPECIFIED IN THE SPECIAL OFFER. HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL AGREES THAT AN ELDERCARE NAVIGATORS USER’S OR COMMUNITY MEMBER’S SOLE RECOURSE REGARDING PROBLEMS OR ISSUES WITH A SPECIAL OFFER SHALL BE DIRECTED SOLELY TO HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL. ELDERCARE NAVIGATORS, ITS RESELLERS, AGENTS AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. ELDERCARE NAVIGATORS SHALL NOT BE LIABLE FOR NONPERFORMANCE DUE TO A MATTER BEYOND ITS CONTROL.
10. Limitation of Liability.
IN NO EVENT WILL ELDERCARE NAVIGATORS OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL, AN ELDERCARE NAVIGATORS’ USER OR COMMUNITY MEMBER OR ANY OTHER THIRD PARTY FOR ANY LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES OR FOR LOST PROFITS OR LOST DATA) RESULTING FROM HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL’S OR HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL’S AGENT’S USE OF OR INABILITY TO USE THE ELDERCARE NAVIGATORS’ SITE OR THE ELDERCARE NAVIGATORS’ SPECIAL OFFERS PROGRAM, FOR ANY OF THE SPECIAL OFFERS UPLOADED AND POSTED TO THE ELDERCARE NAVIGATORS’ SITE BY HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL OR FOR ANY UNDERLYING SERVICE PROVIDED BY THE HEALTHCARE PROFESSIONAL OR OTHER PROFESSIONAL REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ELDERCARE NAVIGATORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANY OF THE FOREGOING, THE LIABILITY OF ELDERCARE NAVIGATORS TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ELDERCARE NAVIGATORS FOR USE OF THE ELDERCARE NAVIGATORS’ SPECIAL OFFERS PROGRAM FOR THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM OR CAUSE OF ACTION. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID BY YOU TO ELDERCARE NAVIGATORS FOR THE USE OF THE ELDERCARE NAVIGATORS’ SPECIAL OFFERS PROGRAM, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM ELDERCARE NAVIGATORS’, REGARDLESS OF THE CAUSE OF ACTION. THE LIMITATIONS OF LIABILITY WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
11. Indemnification.
Healthcare Professional or Other Professional shall indemnify and defend Eldercare Navigators its resellers, suppliers, agents, affiliates, officers, directors, employees and licensors from and against any and all claims, action, losses, damages, liabilities, costs, expenses, (including, but not limited, to claims or liabilities for personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state or federal laws or regulations and attorneys’ fees) arising out of or in connection with: (a) the Special Offers, (b) Healthcare Professional or Other Professional’s Services or (c)Healthcare Professional or Other Professional’s breach of these Special Offers Terms or of any of Healthcare Professional or Other Professional’s or its Agent’s breach of any representations, warranties or obligations under these Special Offers Terms.
12. Miscellaneous.
These Special Offers Terms are governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. Healthcare Professional or Other Professional agrees to submit to the exclusive jurisdiction and venue in the state and federal courts in King County, Washington for any and all disputes, claims and actions arising from or in connection with the Eldercare Navigators Special Offers Program and/or these Special Offers Terms. These Special Offers Terms constitute the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into these Special Offers Terms except as expressly set forth herein, and any conflicting or additional terms contained in any other documents or oral discussions are void. Any modifications to these Special Offer Terms must be made in a writing and executed by both parties. Any notices to Eldercare Navigators must be sent to Eldercare Navigators at in**@el*****************.com . Notice to Healthcare Professional or Other Professional may be effected by sending an email to the email address specified in Healthcare Professional or Other Professional ‘s account, or by posting a message to Healthcare Professional or Other Professional’s account interface, and is deemed received when sent (for email) or no more than seven (7) days after having been posted. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of these Special Offers Terms will remain in full effect. Healthcare Professional or Other Professional may not assign any of its rights hereunder and any such attempt is void. Eldercare Navigators and Healthcare Professional or Other Professional are independent contractors, not legal partners or agents. In the event that these Special Offers Terms or the Eldercare Navigators Special Offers Program is terminated, Eldercare Navigators shall not be obligated to return any materials to Healthcare Professional.
