Last Updated: November 3, 2020
These CAREIFY TERMS AND CONDITIONS (this “Agreement”) are entered into by and between Public Consulting Group, Inc. (“PCG”), a Massachusetts corporation, and the individual accessing the Service as defined below (the “User”). Each of PCG and User are referred to as a “Party” and are collectively referred to as the “Parties” from time to time in this Agreement.
BY LOGGING INTO, ACCESSING, VIEWING, DOWNLOADING, OR OTHERWISE USING ANY PART OF THE SERVICE (AS DEFINED BELOW), USER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF USER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE USER SHALL INDICATE NON-ACCEPTANCE, PCG WILL, IF APPLICABLE, PROMPTLY INACTIVATE USER’S ACCOUNT, AND USER SHALL NOT ACCESS OR USE ANY PART OF THIS SERVICE.
PCG reserves the right, at its sole discretion, to change, modify, add/or delete portions of this Agreement at any time without further notice. If PCG does this, it will post the changes to this Agreement on this page and will indicate at the top of this page the date upon which the most recent version of this Agreement became effective. User’s continued use of the Service (defined below) after any such changes constitutes User’s acceptance of the new Agreement.
A. Description. PCG’s Careify™ web and mobile application, including but not limited to the Careify™ web portal, Careify™ web services, Careify™ iOS app, and Careify™ Android app (together, the “Service”) and all content made available via the Service, other than content submitted by User (the “Content”), is proprietary to or used under license by PCG and is protected by intellectual property laws and treaties. Any content submitted by User is referred to within this Agreement as “User Content”. User’s access to the Service is licensed and not sold. Subject to the timely payment of all Fees (as defined below in Section 3(A)) and the terms and limitations set forth in this Agreement and set forth in the PCG-User Contract (as defined below), PCG agrees to provide User with a limited, revocable, personal, non-transferrable, and non-exclusive license to enable User to access and use the Service and the Content during the term of this Agreement.
B. PCG-User Contract. User’s access to the Service shall be governed by (i) this Agreement; and to the extent applicable, (ii) User’s separate agreement with PCG with respect to use of the Service (the “PCG-User Contract”). To the extent any terms of this Agreement conflict with terms of the PCG-User Contract, the terms of the PCG-User Contract shall control.
C. Limitations. User shall not:
User obtains no ownership rights or any other rights in (i) PCG’s owned or licensed intellectual property including, without limitation, the Content, PCG, Careify, Careify.com, the Careify logo, and all other trademarks, service marks, graphics, and logos used in connection with the Service; or (ii) the Service, other than those specified in this Agreement. User grants PCG a limited license to use User’s transactional, performance, location, and usage data related to User’s use of the Service (e.g., statistical information about the number of claims processed) on an aggregated and de-identified basis as part of PCG’s internal marketing, business development, and analytical purposes.
D. Accessibility. User agrees that from time to time the Service may be inaccessible or inoperable for any reason and without notice, including, without limitation:
E. Equipment and Data. User shall be solely responsible for providing, maintaining, and ensuring compatibility with the Service, all hardware, software, electrical, and other physical requirements for User’s use of the Service, including, without limitation, telecommunications and internet access connections and links, web browsers, or other equipment, programs, and services required to access and use the Service. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of any and all data that User submits to the Service.
F. External Links. The Service may contain hyperlinks to websites operated by third parties. PCG cannot and does not control such websites and will not be responsible for their content, or for any breach of contract, or any intentional or negligent action on the part of such third parties, which results in any loss, damage, delay, or injury to User or User’s companions. Inclusion of any linked website on the Service does not imply or constitute approval or endorsement of such linked website by PCG. In the event that User decides to leave the Service in order to access any such third-party site, User is doing so at his or her own risk. All rules, policies (including privacy policies), and operating procedures of websites operated by third parties will apply to User while on such sites. In no event shall PCG be responsible for information provided by User to third parties.
G. Electronic Communications. Visiting the Service website, using the Service or the Content, or sending emails to PCG constitutes electronic communications. User hereby consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications that PCG provides to User electronically, via email, and on the Service, satisfy any legal requirement that such communications be in writing. In order to opt out of receiving marketing emails from PCG, User may follow the “unsubscribe” link on the email to change User’s preferences. There are certain system-generated and legal notices that User cannot opt out of without deactivating User’s account.
A. Security. User shall be solely responsible for the security, confidentiality, and integrity of all messages, content, and other information that User receives, transmits through, or stores on the Service. User shall be solely responsible for any authorized or unauthorized access to User’s account by any person. User agrees to bear all responsibility for the confidentiality of User’s password and all use or charges incurred from user of the Service with User’s password. PCG shall have no liability for any loss or damage arising from User’s failure to comply with these requirements.
C. International Use of the Service
Unless otherwise stated in the PCG-User Contract, the following provisions with respect to fees shall apply:
A. Payment. User shall pay PCG those fees (“Fees”), if any, set forth in the PCG-User Contract. Subject to the terms and conditions of the PCG-User Contract, PCG reserves the right to change the Fees at any time, for any reason, upon notice to User.
A. User Content
B. Disclosure of Information
C. Unsolicited Ideas and Materials
User represents and warrants to PCG that:
Violation of any of these representations is cause for PCG to suspend and/or terminate User’s access to the Service immediately and without notice.
User is solely responsible for any and all acts and omissions that occur under User’s account or password, and User agrees not to engage in unacceptable use of the Services. Without limiting the generality of the foregoing, User agrees that User shall not, and that User Content shall not:
Violation of any of these provisions is cause for PCG to suspend and/or terminate User’s access to the Service immediately and without notice.
This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated. User may terminate this Agreement for any reason upon thirty (30) days’ prior notice to PCG. PCG reserves the right, in its sole direction and without prior notice, at any time and for any reason to:
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT USER’S SOLE RISK. PCG DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, NOR DOES PCG MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICE. USER ACKNOWLEDGES THAT PCG DOES NOT CONTROL THE ACTIONS OF OR CONTENT SUBMITTED BY OTHER USERS OR THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, BUT NOT LIMITED, TO THE INTERNET, AND THAT SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PCG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OR PERFORMANCE, IN RELATION TO THE SERVICE. THE ADVICE, RECOMMENDATIONS, INFORMATION, AND CONCLUSIONS POSTED OR EMAILED BY OTHER MEMBERS OF THE SERVICE ARE NOT IN ANY WAY VETTED, APPROVED OR ENDORSED BY PCG, AND USER’S USE OF SUCH INFORMATION IS AT USER’S OWN RISK.
UNDER NO CIRCUMSTANCES SHALL PCG BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF PCG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER’S USE OR INABILITY TO USE THIS SERVICE, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICE, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICE, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL PCG’S TOTAL LIABILITY FOR DAMAGES EXCEED $500. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER TO THE EXTENT PROHIBITED OR LIMITED BY APPLICABLE LAW. IF USER IS DISSATISFIED WITH THE SERVICE, USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SERVICE AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
User agrees to indemnify, hold harmless, and defend PCG, its shareholders, directors, officers, employees, and agents from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to:
A. Notification. If you are a copyright owner or an agent thereof and believe that any User Content infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information:
B. PCG Copyright Agent. PCG’s designated Copyright Agent for notice of claims of infringement is:
Public Consulting Group, Inc.
148 State Street, 10th Floor
Boston, MA 02109
Attention: Copyright Agent
Only notices of alleged copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to PCG’s customer service through email@example.com. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.
C. Counter Notification. If you believe that any User Content of yours that was removed is not infringing, or that you have the appropriate rights from the copyright owner or third party, or pursuant to the law, to post and use the material in your User Content, you may send a counter notification containing the following information to the Copyright Agent:
D. Counter Notification Process. If a counter notification is received by the Copyright Agent, PCG may send a copy of such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or user posting such material. If no such infringement action is filed within such 10 business days, PCG may, in its sole discretion, reinstate the removed material or cease disabling such material.
E. Access. In accordance with the DMCA and other applicable law, PCG may, in appropriate circumstances, terminate access, at PCG’s sole discretion, of any User that PCG finds to be a repeat infringer of others’ copyrights. PCG may also, in its sole discretion, limit or fully terminate access to the Service of any user infringing the intellectual property rights of others, regardless of whether such User is a repeat offender or not.
F. For the avoidance of doubt, PCG shall not recognize copyright claims filed by individuals on behalf of individuals or organizations with which they have no affiliation.
A. Assignment. User may not assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of PCG. Any attempt by User to assign his or her rights or obligations under this Agreement in breach of this Section 12(A) shall be void and of no effect. PCG may assign its rights or delegate its duties under this Agreement at any time without notice to User or any third party.
B. Governing Law. This Agreement and the legal relationship between the Parties shall be governed by and constructed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.
C. Construction and Headings. The Parties agree that this Agreement shall not be construed in favor of or against either Party by reason of authorship. The headings to the sections of this Agreement are included for convenience only and shall not affect the interpretation of this Agreement.
D. No Waiver. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of this Agreement.
E. Severability. The invalidity or unenforceability of any provision contained herein shall not affect the validity of any other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted, or, to the extent permitted by applicable law, such invalid or unenforceable paragraph shall be replaced with another paragraph as similar in terms as may be possible and as may be legal, valid, and enforceable.
F. Force Majeure. PCG shall not be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, terrorism, fire, flood, strikes, war, epidemics, pandemics, shortage of power, or other acts or causes reasonably beyond the control of PCG. PCG agrees to give User notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
G. Independent Contractors. PCG, User, and their respective personnel, are and shall be independent contractors and none by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of any of the others.
H. Amendment. PCG shall have the right, at any time and without notice, to add or modify the terms of the Agreement by posting such additions or modifications to the Service. If User disagrees with the additions or modifications to the terms of the Agreement, User should immediately cease using the Service. User’s access to or use of the Service after the date such amended terms are effective shall be deemed to constitute acceptance of such terms.