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This internet Listing Service Agreement (the "Agreement") for the type of Listing indicated below, is between GeriCareFinder, Inc., a California company doing business as GeriCareFinder.com (the "Company") and the undersigned business representative ("Partner"). By signing this Agreement, I acknowledge that I have received and read a copy of the Terms And Conditions (TAC) and a completed copy of this Agreement. I agree that I will be bound by the provisions on of this Agreement, as now in effect and as from time to time amended by GCF, and such Terms And Conditions as may from time to time be posted at www.GeriCareFinder.com, all of which are incorporated by reference in this Agreement.
Definition of Terms
"Information" in this Agreement means all information provided by or on behalf of the Partner to the Company online or offline, in verbal, written or graphic format, in any media.
"Web Page" in this Agreement means the Information, together with any accompanying graphic or design elements, as inserted in the Company's Web site. The Company is not responsible for any errors or omissions in the Web Page. It is the exclusive obligation of the Partner to ensure that the Web Page is free of errors and omissions.
The Company agrees to upload Information (as defined below) about the Listing Partner in the Company's Web site located at http://www.GeriCareFinder.com (the "Web site"), provided, that the Company reserves the right not to list any and all Information that it deems, in its sole discretion, illegal, inappropriate or offensive for listing on the Web site. Listing the Information on the Web site neither includes submission of the Web site or Web Page to Internet search engines nor guarantees that the Web Page will be included or ranked in a particular order in the search results of any or all Internet search engines.
Annual Dues: 12 month listings will be billed on a month to month basis. Your monthly dues will be $______ subject to any increase as described in the Section titled, "Dues and other Charges". You agree to pay dues in advance for the remaining pro-rata dues for the current month or the full dues for the first calendar month, before your listing(s) is live on the website. Your membership and your dues payments will begin when this Agreement is signed by the Company and will continue unless otherwise terminated in accordance with this agreement.
6 Months Dues: You have ___ have not ____ elected to prepay six months's dues in the amount of $__________ per month times 6 months which equals $______.
Your membership is a contractual privilege to have your business information appear on our website, and to use your customer listing interface free of charge at any time. The Company reserves the absolute right to initiate change or eliminate features, services and programs offered from time to time to initiate, change or eliminate fees for existing or new listings, services and programs. Your membership does not entitle you to any interest in the Company or it's properties and confers no right to participate in the management or operation of the Company.
Type of Listing Membership
Your membership listing type is:
________Senior Care Providers _______ Advisors For Seniors ______ Products & Services
Level of Listing Membership.
Your membership listing level is:
________ Featured Partner _______ Basic Member
Additional Categories of Listing Membership
As a Featured Partner Level member, you may choose to appear in up to 3 additional categories at no extra charge. As a Basic Level Member, you may choose to appear in up to 3 additional categories at an extra charge of $20 per month.
Dues and Other Charges
The Company, unless prepaid, must pay your dues, through a valid credit card or debit charge payment each month of your membership on the date designated. Dues for the month in which you join will be prorated and are due in advance at the time of application along with all other amounts then due. All Company invoices of any kind are considered due and payable upon receipt. You agree to sign and deliver such further documents as may be necessary to set up the payment of your dues and other charges through secure Automatic Recurring Billing ("ARB") provided by Authorize.net. You authorize the Company to charge your credit card for collection of past due balances. The Company must receive any change in ARB account information by the 10th of the current month in order to charge the new account and prevent charges to the old account in the following month. The Company reserves the right to replace Authorize.net's ARB with other such automated secure charging systems for the collection of your dues and other charges. The Company reserves the absolute right to increase your renewal dues at any time.
If any payment of dues or other charges is not made on time, the Company may, but is not obligated to, cancel your membership by giving you notice of such cancellation. You shall immediately surrender your copy of this Agreement and your membership login access information. The Company reserves the right to require monthly dues members with recurring bank or credit card returns to prepay annual membership dues as a condition of retaining the Company membership. The Company may assess late payment fees and suspend charge privileges. If the Company has to take action to collect any amounts due from you, you agree to pay all costs of such action including, but not limited to, attorney fees, returned check charges, chargeback charges, bank fees and administrative costs.
The Information will be listed for a period of one (1) year "Term", which shall include each renewal term, beginning on the date of registration by the Listing Partner. On each one-year anniversary of this date (each a "Renewal Date"), this Agreement will be automatically renewed for an additional one (1) year term, unless either party gives written notice to the other at least thirty (30) days prior to the expiration of the then current Term stating that the notifying party wants to terminate this Agreement.
Any notice required or permitted to be given to you shall be considered duly given when personally delivered to you or mailed to your address as it appears on the Membership Listing Application or as subsequently changed by written notice to GCF. Except as provided by Sections 7 and 8, any notice required or permitted to be given to you by GCF shall be considered duly given only when received in writing by the Membership Listing Office of GCF
Representations and Warranties
The Listing Partner represents and warrants that:
1. The Listing Partner is entitled to advertise the services described in the Information on the Web Page; and
2. Each person and/or facility listed on the Web Page is in good standing in the Jurisdiction and in any other state or jurisdiction in which such facility or business entity is licensed and qualified to practice; and
3. The Partner and it's representatives listed on the Web Page are covered by malpractice insurance for performing any legal services advertised or described on the Web Page, with limits of at least $100,000 per claim and $1,000,000 in the aggregate, issued by a nationally recognized and reputable insurance company; and
4. The Information (i) does not infringe or violate the rights, including intellectual property rights and any right of privacy or publicity, of any third party; (ii) is neither defamatory nor obscene; and (iii) is true and correct in all respects; and
5. This Agreement is a legal and valid obligation binding on the Listing Partner and enforceable on its terms, the execution, delivery and performance of which does not conflict with any other agreement, instrument or understanding, oral or written, to which the Partner is a party or by which it is bound, nor violate any law, rule or regulation applicable to the Partner; and
6. The person executing this Agreement on behalf of the Listing Partner is duly authorized to execute this Agreement on behalf of the Listing Partner.
The Listing Partner undertakes, covenants and agrees to take each of the following actions, and if the Listing Partner is not an individual, to ensure that each company representative or employee listed on the Web Page takes such action:
1. To comply with all laws, rules and regulations applicable to it, him or her in each state and jurisdiction in which he or she is licensed and qualified to practice their business or services; and
2. To use the Web site and the Web Page in compliance with U.S. law and any other applicable laws, rules and regulations; and
3. Not to use the Web site or the Web Page for any illegal purposes; and
4. Not to interfere with the Web site, the Company's other members and their web pages on the Web site, and any other services the Company may provide, directly or indirectly, to the public or its members; and
5. To keep the Information current and updated on at least a monthly basis during the term of this Agreement, and to correct any errors and omissions therein within twenty-four (24) hours of becoming aware or being notified of them.
Terms and Conditions
In addition to any other rights and remedies at law or in equity, the Company reserves the right to terminate this Agreement and remove the Web Page without prior notice (a) if payment of the Listing Fee is Past Due; (b) if the Listing Partner breaches any term or condition of this Agreement, provided, the Company shall use commercially reasonable efforts to notify the Listing Partner of such removal and termination and in the case of a breach under clause (b), the Partner shall have fifteen (15) days from the date of such notice to cure the breach; and (c) if the Company determines based on feedback from consumers that the Listing Partner or any of its listed representatives do not meet the standard of practice desired of members of the Web site. "Past Due" means the annual Listing Fee is not received by the Company on or before the fifteenth (15th) day of the Renewal Term for which it is due. If a breach is cured to the satisfaction of the Company, in its sole discretion, the Company shall re list the Web Page and restore any suspended service in accordance with the terms of this Agreement. In case of a permanent removal of the Web Page and cancellation of this Agreement, the Company shall not reimburse the Listing Partner for any Listing Fees theretofore paid for the remainder of then current Term, as the Company does not provide returns, credits, exchanges or refunds.
Provision of Services
The Company intends, but does not guarantee, that the Web Page will be operational 24 hours per day, 7 days per week, 365 days per year. The Web site and Web Page may not be hosted on the Company's own servers, and the Company depends on its own hosting service provider to keep the Web site and Web Page operational. Notwithstanding anything to the contrary in this Agreement, the Company's obligation to keep the Web site and Web Page operational is subject to the delivery and limited by the scope of hosting services provided the Company by its hosting service. Interruptions in service demonstrably due to a failure of the Company's or its hosting service provider's web servers ("Interruptions") that last twenty-four (24) continuous hours or less will not be compensated. Interruptions that last more than twenty-four (24) continuous hours will result in an extension of the Term of this Agreement equal to the duration of the Interruption (the "Extension of Service"). AN EXTENSION OF SERVICE IS THE FIRM'S SOLE REMEDY FOR AN INTERRUPTION IN SERVICE, AT LAW AND IN EQUITY.
Any and all information provided by or collected from visitors of the Web site and the Web Page (the "User Information") shall be owned solely by the Company, except that the User Information which is part of the text of an e-mail communication initiated on the Web site or the Web Page, shall be treated as confidential between the user who initiated the e-mail and the Partner to whom it is addressed (the "Confidential Information"). User Information that would otherwise be deemed to be Confidential Information shall not qualify as Confidential Information if it is also provided to or collected by the Company in a manner other than as indicated above. The Company will neither collect, track nor store Confidential Information.
Disclaimer of Warranties
THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO ANY ASPECT OF THE WEBSITE, THE WEB PAGE, THE INFORMATION THEREIN AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE AND THE WEB PAGE WILL BE ONLINE UNINTERRUPTED, ERROR FREE OR COMPLETELY SECURE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS OR BREACHES IN SECURITY. IN ADDITION, THE COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY SERVICES OR PRODUCTS OFFERED OR SOLD THROUGH THE WEBSITE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO THE PARTNER FOR LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF USE, LOSS OR CORRUPTION OF CONTENT, DATA OR INFORMATION OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY. IN NO EVENT WILL THE COMPANY'S TOTAL LIABILITY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THIS AGREEMENT EXCEED THE AMOUNT PAID BY THE PARTNER TO THE COMPANY UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GERICAREFINDER.COM SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GERICAREFINDER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
Each party will indemnify, defend and hold the other party harmless from and against any and all costs, liabilities, losses, damages and expenses, including reasonable attorney's fees, and amounts paid in settlement, resulting from or arising out of any claim, suit, action or proceeding brought against the other party as a consequence of the indemnifying party's infringement of any intellectual property right of a third party, including without limitation, any third party patent, copyright, trademark or trade secret. This indemnification is subject to the parties' limitation of liability under this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of California, and shall be deemed to have been executed in Los Angeles, California. Any legal action arising from or related to this Agreement shall only be brought in the federal or state courts, as applicable, in the state of California, and the parties hereby consent to the jurisdiction of such courts.
This Agreement is the entire Agreement between the parties with respect to the subject matter hereof. Except when expressly agreed to the contrary in writing by an authorized representative of GeriCareFinder.com, this Service Agreement supersedes any other agreement with GeriCareFinder.com, whether written, oral, by conduct, or otherwise. Your Agreement with the Company can be modified only in writing, prior to the Company's acceptance of your Agreement by the Manager of GCF, and can be terminated only as set forth in the Agreement. You, the undersigned, further expressly agree that the foregoing Agreement, including the Releases, Waiver of Liability and Indemnification Agreement, is intended to be as broad and inclusive as permitted by the laws of the state(s) wherein the Company operates, that it shall apply to any period of membership or any prior or subsequent membership period of your business.
Any disputes that arise between the parties with respect to the performance of this Agreement shall be submitted to binding arbitration in the City of Los Angeles, California by the American Arbitration Association, to be determined and resolved by said Association under its rules and procedures in effect at the time of submission and the judgment upon the award be entered in any court having jurisdiction thereof. The parties hereby agree to share equally in the costs of said arbitration except that in the discretion of the arbitrator, any award may include the cost of the party's counsel if the arbitrator expressly determines that the party against whom the award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a frivolous or dilatory action.
Should any term, warrant, covenant, condition, or provision of this Agreement be held to be invalid or unenforceable, the balance of this Agreement shall remain in full force and shall stand as if the unenforceable part did not exist.
You can cancel your listing membership by informing the Company of your request at least 30 days prior to your requested cancellation date, and paying all unpaid dues and other charges owed the Company. You must provide such notice of cancellation through a letter sent by certified mail to the Company.
Once the Company receives your notice, the notice period will begin retroactive to the first day of that month and the cancellation will become effective at the end of the following month. Such cancellation shall not be deemed effective until after the expiration of the notice period, receipt of your copy of this Agreement, and all required payments have been made to the Company. You will remain liable for payment of dues for periods prior to the effective cancellation date. If your membership is cancelled and at a later date you elect to rejoin the Company, you will be required to pay any current readmission fees and dues rate for your type and level of listing membership.
The Company can cancel your membership at any time for any breach of this Agreement or for any violation of the Terms and Conditions by giving you notice of such cancellation. The Company can also cancel your membership at any time without cause by giving you notice of such cancellation. If the Company cancels your membership, you must immediately surrender your membership access and online login information. You will remain liable for all unpaid dues owed and any other charges against your account.
No refunds shall be made for membership dues except as specifically provided for in this Agreement. Under no circumstances will refunds of dues be made retroactively due to failure to use the website or any online customer access to your account.
Single listing memberships are non-transferable, non-assignable and non-voting. In the event of a multi-unit agreement, if a single facility is closed, then the remaining pro-rata dues for that location may be transferred to an additional new location, with a written 30 day notification to the Company received by certified mail. Once the Company receives your notice, the notice period will begin retroactive to the first day of that month and the cancellation will become effective at the end of the following month.
If, by reason of death, member is unable to continue listing services for which member has contracted, member and his or her estate shall be relieved from the obligation or making payments for services other than those received prior to death. If Member has prepaid any sums for services, so much of said sum as is allocable to services Member has not taken, shall be promptly refunded to Member, or to Member's representative.
This Agreement is valid and enforceable against the Partner after the Partner clicks on the "I agree" button on the partner registration form. Clicking on the "I agree" button constitutes the Partner's execution and delivery of this Agreement.
I have read, understand and received a complete copy of this Listing Service Agreement, the Terms and Conditions, which are incorporated herein by reference, and I agree to be bound by their stipulations.
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GeriCareFinder, Inc. Signature
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