Senior Living Assistant

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SeniorLivingAssistant.com Terms and Conditions

This Terms and Conditions (the "Agreement") explains and governs the relationship between Senior Living Assistant, LLC ("Senior Living Assistant") and you, an independent living, assisted living, nursing home, retirement community, in-home care, or Alzheimer's care provider ("Client"). By submitting your profile information, registering, and making use of Senior Living Assistant's services (the "Services") as provided on its SeniorLivingAssistant.com Website (the "Website"), you electronically accept and agree to be bound by the terms of this Agreement effective Janury 1st, 2012.

In consideration of the foregoing, the covenants, agreements, representations and warranties hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

  1. Senior Living Assistant. Senior Living Assistant's Services include publication and promotion of providers of an independent living, assisted living, nursing home, retirement community, in-home care, or Alzheimer's care services to potential customers across the United States.
  2. Acceptance of Terms and Conditions Agreement.

    1. Electronic Agreement.This Agreement is an electronic contract that sets out the legally binding terms of Client's registration with Senior Living Assistant and Client's use of the Services. This Agreement may be modified by Senior Living Assistant from time to time, such modifications to be effective upon posting by Senior Living Assistant on the Website. This Agreement includes Senior Living Assistant's Privacy Policy and any notices regarding the Website. By accessing the Website, submitting your profile to the Website, registering with Senior Living Assistant, or making use of Senior Living Assistant's Services, Client electronically accepts this Agreement and agrees to all of the terms, conditions and notices contained or referenced herein.
    2. Electronic Form.By accessing the Website, submitting your profile to the Website, registering with Senior Living Assistant, or making use of Senior Living Assistant's Services, Client consents to have this Agreement provided to it in electronic form.
    3. Retention.To retain an electronic copy of this Agreement, Client may save it into any word processing program.
  3. Eligibility.Client must be a provider of independent living, assisted living, nursing home, retirement community, in-home care, or Alzheimer's care services in the United States. By using the Website, submitting your profile to the Website, registering with Senior Living Assistant, or making use of Senior Living Assistant's Services, Client warrants that it has the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
  4. Client Administrator.By completing and submitting Client's profile to the Website, Client agrees to designate at least one person on its Senior Living Assistant profile that is authorized to create, update or delete information as your Client Administrator and who has the authority to submit Client's profile, authorize payment, and act as the single point of accountability between Senior Living Assistant and Client. Client agrees to defend, indemnify and hold Senior Living Assistant and its members, officers, directors, employees, successes and assigns harmless (including attorneys' fees and costs) from any claims that arise out of Client's or Client Administrator's failure to maintain accurate information on Client's Senior Living Assistant profile or take actions authorizing payment or action on the part of Senior Living Assistant.
  5. Term.This Agreement will remain in full force and effect while Client uses Senior Living Assistant's Services or the Website. Client may terminate its profile or use of the Website at any time, for any reason, by using the Contact Us feature on the Website or sending Senior Living Assistant written notice of termination to Senior Living Assistant, 11833 Gold Leaf Dr, St. Louis, MO 63146. If Client terminates its profile, its profile will remain active for a reasonable period of time prior to removal. Senior Living Assistant may terminate this Agreement and Client's profile at any time by sending notice to Client at the email address Client provided in its profile registration, or such other email address as Client may later provide to Senior Living Assistant. If Senior Living Assistant terminates this Agreement or Client's profile because Client has breached this Agreement, Client will not be entitled to any refund of unused profile fees, if any. All decisions regarding the termination of accounts shall be made in the sole discretion of Senior Living Assistant. Senior Living Assistant is not required to provide Client notice prior to terminating Client's profile. After Client's profile is terminated, all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
  6. Senior Living Assistant Profile.By submitting information through a Senior Living Assistant profile or registration, Client is automatically and expressly grants to Senior Living Assistant, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. Client represents and warrants that public posting and use of its content by Senior Living Assistant will not infringe or violate the rights of any third party. Client agrees to update and maintain its information to the best of its ability. Client shall provide Senior Living Assistant with all information and assistance as reasonable required for Senior Living Assistant to activate and operate the Services for Client pursuant to this Agreement.
  7. Display and Use of Client Information/Data.Senior Living Assistant shall own all right, title, and interest in and to any data that is collected by Senior Living Assistant from Client or provided by Client to Senior Living Assistant in connection with Client's use of the Services ("Data"). Senior Living Assistant, at its discretion, may distribute this data to other sites, forums, aggregators, or other 3rd parties for the purpose of promoting Client facilities either individually or in aggregate, pursuant to providing the agreed Services to Client. Data that is published to the Internet on behalf of Client to affect the Services is considered publicly available and not bound by any confidentially provisions. This includes but is not limited to facility information, unit pricing, and unit availability. Senior Living Assistant shall determine what portion of Client's information submitted, if any, is made available on its Website. Senior Living Assistant reserves the right to remove Client's information from Senior Living Assistant's Website at any time and for any reason, as do all of its partners, subsidiaries and licensees.
  8. Account Security.Client is responsible for maintaining the confidentiality of the username and password that Client designates during the registration process and Client is fully responsible for all activities that occur under its username and password. Client agrees to immediately notify Senior Living Assistant of any unauthorized use of its username or password or any other breach of security. Senior Living Assistant will not be liable for any loss or damage arising from Client's failure to comply with this provision.
  9. No Referral or Endorsement.Client understands and agrees that Senior Living Assistant is not a referral company or endorsement service. Senior Living Assistant does not coordinate direct service placement or contracts between consumers and providers. Senior Living Assistant does not pay for services on behalf of consumers. Senior Living Assistant has no part in, and takes responsibility for, the final decisions of any consumer or professional advocate regarding their selection of service providers.
  10. Confidentiality.Client agrees that this Agreement and all registration and profile forms/information are confidential and will not be shared with or disclosed to third parties. Client agrees to fully comply with all regulations and commitments that govern its industry, including, but not limited to, all privacy and confidentiality regulations and laws.
  11. Intellectual Property.Client agrees that all data, content, photographs, video tours, audio files, and any other materials created by or for Client and provided to Senior Living Assistant will be owned exclusively by Senior Living Assistant. If Client's trademark or service mark appears in Client's Senior Living Assistant profile, Client grants to Senior Living Assistant the perpetual and transferable right to use Client's mark(s) in Senior Living Assistant's marketing and promotional materials.
  12. Access to Website.Client acknowledges that maintenance may be required from time to time and as a result, the Services and Website may be offline from time to time.
  13. Bug Reporting.Client shall promptly report the Senior Living Assistant all bugs and errors related to the Services or the Website of which Client becomes aware.
  14. Proprietary Rights.

    1. Ownership of the Services.Senior Living Assistant shall own all right, title, and interest in and to the Services, including all modifications, improvements, upgrades, and derivative works related thereto and all intellectual property rights therein. Client hereby assigns all right, title, and interest it may have in the foregoing to Senior Living Assistant. If Client provides or creates feedback in connection with the Services ( the Feedback"), Client hereby assigns and agrees to assign all of its right, title, and interest in and to such Feedback to Senior Living Assistant. To the extent that the foregoing assignment is ineffective for whatever reason, Client hereby grants and agrees to grant to Senior Living Assistant a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and otherwise exploit such Feedback without restriction.
    2. Restrictions.Client shall not, and shall not authorize any third party to (i) modify, adapt, reverse engineer, disassemble, de-compile or otherwise derive source code from the Services; (ii) create derivative works based on the Services; (iii) transfer the Services or any part thereof to any third party without Senior Living Assistant's prior written consent, or (iv) use the software that embodies the Services other than as intended and directed by Senior Living Assistant in connection with the integration thereof with the Client Site. Client shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices or proprietary mark placed or embedded by Senior Living Assistant on or in the Services.
  15. Client Representations and Warranties.Client represents and warrants: (a) that Client is in compliance with all state and federal laws and regulations that govern Client's industry or services; (b) that the information Client provides for its Senior Living Assistant profile and registration is accurate and up-to-date, and that the person that completes and signs Client's Senior Living Assistant profile is authorized to do so on Client's behalf; (c) that Client has the right to convey all rights in and to any information, content and materials Client provides to Senior Living Assistant for use on the Senior Living Assistant Website, as well as having the rights to all updates thereto that are provided to Senior Living Assistant; and (d) that Client has the right to allow Senior Living Assistant to use all trademarks or service marks that may appear on Client's Senior Living Assistant profile. Client agrees to indemnify, defend and hold Senior Living Assistant and its members, officers, directors, employees, successors and assign harmless (including attorneys' fees and costs) from any claims or allegations regarding any breach of this Agreement by Client or any other claim or allegation relating to Client's registration and profile with Senior Living Assistant.
  16. Limitation of Liability.SENIOR LIVING ASSISTANT'S SERVICES ARE PROVIDED "AS IS." SENIOR LIVING ASSISTANT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Neither party shall be liable to the other for lost profits or special, incidental, statutory, consequential or punitive damages, or cost of procurement of substitutes, arising out of or in connection with this Agreement or the relationship between the parties. Some states or jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or indirect damages, so the above limitations may not apply to Client. The foregoing shall be enforceable to the maximum extent permitted by applicable law. Client assumes responsibility for compliance with applicable local, state, and federal laws involving misuse, mishandling, or improper usage of storage of any consumer information obtained through or as a result of Senior Living Assistant's Services.
  17. Maximum Liability.CLIENT AGREES THAT IN NO EVENT SHALL SENIOR LIVING ASSISTANT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TERMINATION HEREOF, AND/OR PROVISION OF THE SERVICES EXCEED THE AMOUNTS PAID BY CLIENT TO SENIOR LIVING ASSISTANT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
  18. Changes to Terms.From time to time, and without required notice to Client, Senior Living Assistant may change certain terms of this Agreement.
  19. Severability.The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
  20. Force Majeure.Nonperformance of either party (except for payment obligations) will be excused to the extent that performance is rendered impossible by strike, fire, flood, lightening, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
  21. Entire Agreement.This Agreement and the documents executed and delivered in connection with this Agreement constitute the entire Agreement between Senior Living Assistant and Client pertaining to the subject matter contained herein and supersede all prior agreements, representations and all understanding of the parties relating to the subject matter.
  22. Waiver.No delay or failure by a party to exercise any right under this Agreement shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. In addition, no waiver of any provision of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless expressed as such in a document executed by the party making the waiver.
  23. Governing Law and Jurisdiction.This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri, without regard to principles of conflict of laws. The federal and state courts of St. Louis County, Missouri shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction and venue of such courts.
  24. Binding Effects.The provisions of this Agreement shall be binding upon and insure to the benefit of each party and its respective successors and assigns.