Terms of Use Agreement
Last Updated Date: 6/20/2022

DO NOT USE CARE MATCH™ FOR EMERGENCY MEDICAL OR MENTAL HEALTH NEEDS. IF YOU ARE EXPERIENCING A MEDICAL OR MENTAL HEALTH EMERGENCY, OR ARE THINKING ABOUT SUICIDE OR HARMING YOURSELF OR OTHERS, CALL 911 IMMEDIATELY OR ANOTHER EMERGENCY OR CRISIS NUMBER.

Resources are available to you if you are experiencing a medical or mental health crisis or emergency, including the Suicide Prevention Resource Center (https://www.sprc.org/), the National Suicide Prevention Lifeline at 988, and the Crisis Text Line from any cellular phone at 741741. Additional resources may also be available in your state.

https://caresolace.com/scsd (“CARE MATCH™”) AND THE INFORMATION, FUNCTIONS, FEATURES, AND RESOURCES AVAILABLE THROUGH CAREMATCH™ ARE CONTROLLED BY CARE SOLACE, INC. "CARE SOLACE®", A DELAWARE LIMITED LIABILITY COMPANY (HEREINAFTER “CARE SOLACE®”). THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF CAREMATCH™. PLEASE READ THIS TERMS OF USE AGREEMENT CAREFULLY. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR SUCH LEGAL ENTITY, AS APPLICABLE, ACCESSING OR USING CARE MATCH™ (YOU AND CARE SOLACE® ARE REFERRED TO COLLECTIVELY AS “THE PARTIES”). THE TERM “AUTHORIZED USER” MEANS ANY PERSON OR LEGAL ENTITY ACCESSING CAREMATCH™ SUBJECT TO THESE TERMS OF USE.

BY ACCESSING OR USING CARE MATCH™, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CARE SOLACE®; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR IN YOUR CAPACITY AS PARENT OR GUARDIAN AND TO BIND YOURSELF OR ANY AUTHORIZED USER USING CARE MATCH™ TO THE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE CARE MATCH™.

NOTE: THESE TERMS CONTAIN DISPUTE RESOLUTION AND ARBITRATION PROVISIONS THAT AFFECT YOUR RIGHTS WITH RESPECT TO ANY DISPUTES YOU MAY HAVE WITH CARE SOLACE®.

  1. USE OF CARE MATCH™
    Care Match™ is protected by applicable intellectual property laws. Unless subject to a separate license between you and Care Solace®, your right to use or view Care Match™ is subject to the Terms of Use.
    1. Limitation on Use. Care Match™ is provided only for your own informational/care coordination purposes, subject to the restrictions herein. Any future update or other addition to Care Match™ shall be subject to the Terms of Use. Care Solace® and its suppliers and service providers reserve all rights not expressly granted to you in the Terms of Use.
    2. Conduct Standards. As a condition of use, you agree not to use Care Match™ for any purpose that is prohibited by the Terms of Use or by applicable law. You shall not take any action that: (i) infringes, misappropriates, or otherwise violates any intellectual property right, right of publicity, right of privacy, or other right of any person or entity; or (ii) interferes with or attempts to interfere with the proper functioning of Care Match™ or uses Care Match™ in any way not expressly permitted by the Terms of Use.
    3. Investigation and Enforcement. If Care Solace® becomes aware of any possible violations by you of the Terms of Use, Care Solace® reserves the right to investigate such violations and to to disclose any information or materials in Care Solace®’s possession in connection with your use of Care Match™, to: (i) comply with applicable laws, legal process or governmental requests; (ii) enforce the Terms of Use; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of Care Solace®, its Authorized Users, and all enforcement or other government officials, as Care Solace® in its sole discretion believes to be necessary or appropriate.
  2. OWNERSHIP
    1. CARE MATCH™. You agree that Care Solace® owns all rights, title and interest in Care Match™ (including but not limited to, any computer code, themes, objects, images, graphics, animation, methods of operation, moral rights, documentation, and Care Solace®’s software). You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Care Match™.
    2. Intellectual Property Rights. Care Solace®’s name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with Care Match™, and all associated content, graphics, design, digital conversion, code, and other matters related to Care Match™ (hereinafter, “Intellectual Property”) are protected under applicable copyrights and other intellectual property rights. The copying, redistribution, use, reuse, or publication by you of any of Care Solace’s Intellectual Property or any part of Care Match™ is strictly prohibited. Providing Care Match™ for your informational/educational use does not in any way constitute a waiver of any of Care Solace®’s ownership rights or interest in Intellectual Property or Care Match™ and you do not acquire any ownership rights to any Intellectual Property viewed through Care Match™. Third party trademarks, service marks and trade names that may appear on or in Care Match™ are the property of their respective owners.
  3. INDEMNIFICATION

    You agree to indemnify, defend, and hold Care Solace®, its parents, subsidiaries, affiliates, officers, employees, agents, contractors, partners, suppliers, and licensors harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your use of Care Match™ in violation of the Terms of Use; (b) your violation of any rights of another party, including any Authorized Users; or (c) your violation of any applicable laws or regulations. Care Solace® reserves the right, at its election and its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with Care Solace® in asserting any available defenses. You agree that the provisions in this section will survive any termination of your access to Care Match™, the Terms of Use, and/or your right to access Care Match™.

  4. DISCLAIMER OF WARRANTIES AND CONDITIONS
    1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF CARE MATCH™ IS AT YOUR SOLE RISK, AND CARE MATCH™ IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. CARE SOLACE® EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM YOUR USE OF CARE MATCH™.
      1. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CARE SOLACE® OR THROUGH CARE MATCH™ WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
    2. NO PERSONALLY IDENTIFYING INFORMATION. Care Solace® does not collect or maintain any personally identifying information, as that term is relevant to school district users and is defined in the Family Educational Rights and Privacy Act (“FERPA”), 34 C.F.R. § 99.3, through Care Match™.
    3. NO PROTECTED HEALTH INFORMATION. Care Solace is not a health care provider. The information that you disclose through Care Match™ is anonymous and does not qualify as “Protected Health Information” (as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or any state law that defines such term. When providing services through Care Match™, including to anonymous school district, city, or town users, Care Solace® is not and shall not be construed as a “Business Associate” (as defined under HIPAA, the Health Information Technology for Economics and Clinical Health Act (the “HITECH ACT”), or the implementing regulations of these laws found at 45 C.F.R. Parts 170, 172, and 164.
  5. LIMITATION OF LIABILITY
    1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL CARE SOLACE® BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR EXEMPLARY DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR YOUR USE OF CARE MATCH™, ON ANY THEORY OF LIABILITY, REGARDLESS OF WHETHER CARE SOLACE® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,.
    2. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CARE SOLACE® AND YOU.
  6. MEDICAL, HEALTH AND SAFETY DISCLAIMER
    CARE MATCH™ IS FOR INFORMATIONAL/CARE COORDINATION PURPOSES ONLY, IS NOT MEDICAL OR PSYCHOLOGICAL ADVICE, AND IS NOT INTENDED TO BE A SUBSTITUTE FOR MEDICAL OR PSYCHOLOGICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE QUESTIONS ABOUT ANY MEDICAL OR MENTAL HEALTH CONDITIONS, CONTACT A LICENSED MEDICAL OR MENTAL HEALTH PROFESSIONAL. IF YOU THINK YOU MAY HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 IMMEDIATELY.
  7. NO PATIENT-PROVIDER RELATIONSHIP
    YOUR USE OF CARE MATCH™ DOES NOT CREATE OR OTHERWISE CONSTITUTE A PATIENT-PROVIDER RELATIONSHIP BETWEEN YOU AND CARE SOLACE® OR ANY OF ITS OFFICERS, AGENTS, OR EMPLOYEES.
  8. NO COMPENSATION FROM TREATMENT PROVIDERS
    IN ORDER TO FOCUS ON SERVICE TO STUDENTS AND THEIR FAMILIES, CARE SOLACE® DOES NOT COMPENSATE OR RECEIVE ANY FORM OF COMPENSATION FROM TREATMENT PROVIDERS LISTED IN CARE MATCH™.
  9. TERM AND TERMINATION
    1. Term. The Terms of Use commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Care Match™, unless terminated earlier in accordance with the Terms of Use.
    2. Termination of Care Match™ by Care Solace®. Care Solace® has the right to, immediately and without notice, suspend or terminate your access to Care Match™ and any other services provided to you. You agree that all terminations shall be made in Care Solace®’s sole and absolute discretion and that Care Solace® shall not be liable to you or any third party for any termination of your access, regardless of the reasons for such termination. All provisions of the Terms of Use which by their nature should survive, shall survive termination of Care Match™, including without limitation, ownership provisions, warranty disclaimers, indemnification provisions, and limitations of liability.
  10. GENERAL PROVISIONS
    1. Governing Law. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF CARE MATCH™ WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO ANY PRINCIPLES PROVIDING FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
    2. Dispute Resolution. THE PARTIES EXPRESSLY AGREE THAT THEY WILL ATTEMPT TO RESOLVE ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF CARE MATCH™ OR TO THESE TERMS OF USE THROUGH MEDIATION. MEDIATION SHALL BE INITIATED BY PROVIDING NOTICE OF A DISPUTE AS SET FORTH IN PARAGRAPH 10.2.1. IF THE PARTIES CANNOT COME TO A RESOLUTION WITHIN THIRTY (30) DAYS OF CARE SOLACE®’S RECEIPT OF WRITTEN NOTICE OF A DISPUTE, ANY DISPUTE, CONTROVERSY, OR CLAIM SHALL BE RESOLVED BY BINDING ARBITRATION IN SAN DIEGO COUNTY, CALIFORNIA, CONDUCTED IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION’S (“AAA”) COMMERCIAL ARBITRATION RULES. THE PARTIES EACH WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO YOUR USE OF CARE MATCH™ OR THESE TERMS OF USE.

      THE PARTIES AGREE THAT THE ARBITRATOR SHALL AWARD COSTS TO THE PREVAILING PARTY AND THAT ANY ARBITRATION DECISION SHALL BE BINDING ON THE PARTIES AND SHALL NOT BE SUBJECT TO APPEAL.
      1. Written Notice of a Dispute. Mediation may be initiated by you by sending written notice of a dispute to Care Solace, Inc., 1624 Market St., Ste 226, PMB 94660, Denver, CO 80202-1559 Attn: Peter Biberstein, peter.biberstein@caresolace.org.
    3. Force Majeure. Care Solace® shall not be liable for any delay or failure to provide Care Match™ resulting from causes beyond its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, internet disruptions, hacker attacks, telecommunications failures, or shortages of transportation facilities, fuel, energy, labor, or materials.
    4. Waiver. Any waiver or failure to enforce any provision of the Terms of Use on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    5. Severability. If any portion of the Terms of Use is declared by any court of competent jurisdiction to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining provisions of the Terms of Use, which shall be fully severable and given full force and effect.
    6. Entire Agreement. The Terms of Use are the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the Parties with respect to such subject matter.
Acknowledged