Services Terms and Conditions

These Services Terms and Conditions (the “Terms”) are entered into between you (“you,” or “Authorized User”) and Caily LLC (collectively with its subsidiaries and affiliates, “Company,” “we,” “us,” and “our”).  

These Terms govern your access to and use of Company communication platform services (“Services”) offered at: https://app.caily.com and our mobile applications, including the Caily mobile or web application, and any other applications directly owned by, or operated by or on behalf of, the Company and where these Terms are linked (the “Application”, collectively, (the “Platform”) The Services are published, owned, and operated by the Company.

‍These Terms contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read these Terms carefully.  You may not use the Platform or Services if  (a) you do not agree to these terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with the Company, or (c) are otherwise prohibited from accessing the Services by applicable law.  These Terms require the use of arbitration to resolve disputes, rather than jury trials or class actions. If you do not agree to these Terms, please do not accept these Terms, or access the Services.  By accessing, browsing, submitting information to and/or using the Services, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. 

You might access the Services in one of two capacities as an Authorized User. 

• You might use the Services as an employee or authorized user of a senior living community (“Senior Living Community”) with which the Company has contracted for our Services; or
  
  
• You might access the Services as a family member invited by these Senior Living Communities.  

As an Authorized User and by accessing, browsing, submitting information to and/or using the Services, or by checking a checkbox or selecting accept when completing an Order or Subscription purchase on behalf of a Senior Living Community, you agree and acknowledge on your own behalf that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to these Terms, please do not use the Services. 

These Terms are incorporated by reference and should be read in conjunction with the Service’s Privacy Policy. If you sign or otherwise execute a separate agreement with the Company, such as a waiver for specific in-person events, such separate agreements shall control over any conflict with these Terms.

1. PURPOSE OF THE SERVICES

The Services are provided for informational purposes and to facilitate communication among senior living community personnel, residents’ families, and other authorized users, and to enable access to and use of the Company’s services. The information provided is intended to be general in nature and does not necessarily address all the terms, exclusions, and conditions applicable to our Services. 

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by you or any other user of the Services, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by the Company through the Services shall be handled in accordance with the Services’ Privacy Policy, which is hereby incorporated by reference.

2. USE OF THE SERVICES

To access or use the Services, you must be at least 18 years of age or the age of majority in your jurisdiction, if older, and not prohibited from doing so by applicable law. Provided that you pay all the required fees under these Terms and comply with all other terms of these Terms, Company hereby grants to you a limited, non-exclusive, terminable, non-transferable right to access and use the Services pursuant to these Terms, solely for the duration of the applicable Order or Subscription, and subject to Company’s intellectual property rights in the Services. You shall not use or otherwise access the Services in a manner that exceeds your authorized use as set forth in these Terms and the applicable Order. You may not use the Services if we have terminated your account(s) or banned you. You agree to use the Services only for lawful purposes, comply with all rules governing any transactions on and through the Services and comply with applicable laws. 

As part of your use of the Services, you may receive operational communications from us, including but not limited to email notifications, in-app messages, and push notifications. These communications are used to support core functionality such as account setup, activity updates, reminders, health tracking alerts, and chat messages. By using the Services, you consent to receive these communications, which are considered essential to your experience and may not be disabled in all cases. You may manage certain preferences within your account settings, where applicable. We do not send promotional messages via these channels unless you have separately opted in.

You may be required to create an account (including a username and password) and provide certain personal information to access most of our Services. 

• You agree that the information you provide to us via your account(s) is accurate and that you will keep it accurate and up-to-date at all times. 
• As further described below, you’re responsible for safeguarding your account(s), and you accept responsibility for all activities that occur via your account(s). Company disclaims any liability for third-party actions made via your account(s). You agree to notify us immediately if you suspect any unauthorized use of your account(s) or access to your password(s).

4. AUTHORIZED USERS

You are responsible for providing access to the Services to any of your agents (i) who are authorized by you to access and use the Services under the rights granted to you pursuant to these Terms and (ii) for whom access to the Services has been purchased hereunder and as further provided in an applicable Order. You will provide reasonable cooperation with the Company to enable the Company to provide the Services to you. YOU SHALL BE RESPONSIBLE FOR ANY ACTIVITY OCCURRING THROUGH THE ACCOUNTS, INCLUDING UNAUTHORIZED ACTIVITY AND AUTHORIZED USERS’ USE AND PROCESSING OF ANY PERSONAL INFORMATION, AND YOU SHALL BE RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY AUTHORIZED USERS. You shall use reasonable efforts to prevent unauthorized access to or use of the Services, including any personal information, and shall promptly notify Company in the event of any unauthorized access or use. You shall comply, and shall ensure that your Authorized Users comply, with all applicable local, state, federal, and foreign laws, treaties, and regulations applicable to your use of the Services, including without limitation those related to data protection, electronic communications, and anti-spam legislation.

5. TERM

These Terms shall continue for as long as any applicable Orders or Subscriptions with a Senior Living Community are in effect (the “Term”), unless sooner terminated pursuant to these Terms. Unless otherwise stated in the Order, on behalf of any Senior Living Community customer you shall pay for the Services on a monthly or annual basis and can cancel the Services at any time prior to your renewal. Unless otherwise provided in these Terms, upon your cancellation of the Services, your and your Authorized Users’ access to the Services will terminate at the end of your current Term.

Any termination of the Services will likewise terminate the accounts of any Authorized Care Team Members, such as family members. Such members will not have independent access available without a contract in place between the applicable Senior Living Community and the Company. In such instances, the Company shall take all reasonable steps to provide notice to any such Authorized Users, however Caily shall not be liable or responsible for any losses, liabilities, damages or harm resulting from such termination of access. 

6. SUSPENSION OF SERVICES

In addition to all other remedies available under these Terms or at law, Company shall be entitled to suspend the provision of any Services if you fail to pay any undisputed Fees when due hereunder and such failure continues for thirty (30) days following notice thereof. Notwithstanding the foregoing, Company may, at its sole discretion, temporarily suspend your and any Authorized User’s access to any portion or all of the Services if: (i) Company reasonably determines that there is a threat or attack on any of Company’s intellectual property; (ii) Company’s provision of the Services to you or any Authorized User is prohibited by applicable law; or (iii) Company concludes that your or any Authorized User’s use of the Services is causing immediate, material, and ongoing harm to Company or any other individual or entity.

7. ORDERS; SUBSCRIPTIONS; CANCELLATIONS

Orders on behalf of any Senior Living Community will be initiated when you submit an order or purchase a Subscription (defined below) on the Services (collectively, an “Order”). By placing an Order, you affirm that you are of legal age to enter into a binding agreement for the Services, and acknowledge that you are bound by these Terms. You may not use the Services if you (a) do not agree to these Terms, (b) are not the older of (i) at least 18 years of age or (ii) legal age to form a binding contract with Company, or (c) are prohibited from accessing or using the Services by applicable law. Each Order is subject to, governed by, and incorporates by reference, these Terms. Company shall provide the Services in accordance with the terms and subject to the conditions set forth herein. To the extent these Terms contradict any terms in any applicable Order, these Terms shall control. 

Company provides numerous service options on the Services. Certain service options may be provided free of charge, while other options require subscription payments before they can be accessed (“Subscriptions”). Company may also offer special promotional plans, memberships, or services, including offerings of third-party products and services. Company is not responsible for the products and services provided by such third parties.

From time to time, Company may offer trials of its paid subscriptions for a specified period without payment or at a reduced rate. Senior Living Communities or organizations that have previously held a paid subscription at any time are not eligible for the free trial. At the end of the trial period, access to the Services will automatically terminate unless the Senior Living Community or organization actively chooses to convert to a paid subscription prior to the trial's expiration.

The Services operate on a subscription-based model, with options for either monthly or annual billing cycles. Users may select their preferred term at the time of purchase. The term of a Subscription shall be set forth in the applicable Order. Use of the Services by any HIPAA Covered Entity requires a fully executed Business Associate Agreement prior to accessing any features involving Protected Health Information. Access to the Services is granted upon both successful payment processing and execution of the applicable Business Associate Agreement.  Notwithstanding the foregoing, certain features or integrations, including electronic health record (“EHR”) integrations, may require additional configuration, credentialing, or fees and will not be available immediately upon payment — access to such features will be granted upon completion of applicable setup requirements as communicated by Company.

All subscriptions renew automatically at the end of the term outlined in the Client Agreement ("Client Agreement") unless canceled in advance. This applies to both monthly and annual subscription billing, across all jurisdictions. Users will receive email notifications regarding upcoming renewal charges in jurisdictions where such notification is legally required. Outside of these jurisdictions, advance renewal reminders may not be sent unless otherwise required by law or enabled by user preference. 

If you purchased a Subscription directly through our Website and choose to cancel, your access to the Platform and all associated features will remain active until the end of the current term as outlined in the Client Agreement. Billing will continue at your selected frequency, monthly or annual, through the end of that term. After the term concludes, access will be discontinued and you will no longer be able to use the Platform. 

Except where required by law, please note that Caily does not offer refunds, full or partial, for subscriptions purchased via our website. To ensure the Services meet your needs, we may offer a free trial before any payment obligation begins. 

You may cancel the Caily Services at any time and for any reason by using the 'Billing & Contract' feature or by emailing us at support@caily.com. Cancellation will take effect at the end of your current term as outlined in the Client Agreement, and you will continue to be billed at your selected frequency through that date. Cancellation does not entitle you to a refund of any amounts already paid or relieve you of payment obligations for the remainder of your current term.

The Caily application is available for download through the Apple App Store and Google Play Store. However, all subscriptions are purchased directly through Caily, either via our website or through a Caily sales representative, and are not processed through Apple or Google. Your subscription, billing, cancellation, and refund rights are governed entirely by these Terms and your Client Agreement, not by Apple or Google platform policies.

From time to time, and at its sole discretion, the Company may offer promotional incentives, such as complimentary service periods or discounted pricing, to users who initiate a cancellation request. These offers are part of our customer retention and upgrade strategies and are not guaranteed. If you are presented with a discounted offer or benefit during cancellation, you will always have the clear option to complete your cancellation without delay. You are not required to accept any promotional offer and may proceed with cancellation at any time through the same flow in which the offer was presented. Such offers, if available, will be presented within the cancellation flow and are subject to change or withdrawal without notice.

8. PROHIBITED USES

You may not use any of our Services in the following ways: 

1. In any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of them; 
2. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services; 
3. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services, or any part thereof; 
4. Attempt to gain unauthorized access to any Services account, computer systems or networks associated with Company or the Services; 
5. Obtain or attempt to obtain any materials or information through the Services by any means not intentionally made available or provided by Company; 
6. Use any robot, spider, or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material; g. Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful; 
7. Attack the Services via a denial-of-service attack or a distributed denial-of-service attack; 
8. Impersonate or attempt to impersonate Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); 
9. Post or upload any materials, that harass, bully, defame or threaten any specific individual; 
10. Post or upload any materials that infringe on the intellectual property rights of others, including any copyrighted or trademarked materials, on the Services; 
11. Post or upload any materials that are, or promote activities that are, illegal or are against the laws and regulations of the jurisdictions in which you operate, do business, or access the Services. 

Company has a zero tolerance policy for any materials (including Your Content) that constitute, in our sole discretion, harassment, racism, obscene content, discrimination or any other offensive content of any kind. At our sole discretion, we may suspend, terminate or permanently ban your access to the Services for any violation of this zero tolerance policy. Additionally, you may not

post or upload any materials that promote self-harm. In addition to the foregoing, the following content is prohibited: 

• Hate speech or harassment; 
• Sexually explicit material; 
• Violence and dangerous activities; 
• Illegal activities; and 
• Misinformation or fraud. 

However, we do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third-party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section. 

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

9. FEES AND EXPENSES

You shall pay the fees for any Senior Living Community’s use of the Services as set forth on the Order in order to obtain access to the Services (the “Fee(s)”). Unless otherwise specified in the applicable Order, Company will automatically withdraw the Fees of the Services on a monthly or annual basis from your specified financial account, credit or debit card, or other payment method. If you dispute any amounts in good faith, you shall notify Company in writing of such disputed amount within ten (10) days after payment or receipt of the applicable invoice, in sufficient detail to permit Company to investigate the dispute, otherwise such payment or invoice will be deemed accepted. All amounts payable for the Services pursuant to an Order are non-cancelable and non-refundable. You agree to pay Fees in U.S. dollars. You represent and warrant that (i) the credit or debit card information or other payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such payment information for the purchase, (iii) charges incurred by you will be honored by your financial institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. You are responsible for keeping your payment information up to date and may update it through the Platform. We may cancel your order, Subscription, or service if we are unable to successfully charge your payment method. Additionally, if at any point during your Subscription, we are unable to charge payment to your payment method, we reserve the right to downgrade your Subscription to any other offerings that we may provide, including any free versions. 

When purchasing products or Subscriptions on our Website, we may offer Stripe’s payment processing services. You may read Stripe’s privacy policy and terms for more information. By processing payments from the Website, you consent to Stripe’s privacy policy and terms.

10. TAXES

You shall be responsible for all taxes, including, without limitation, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by you hereunder; provided, that, in no event shall you pay or be responsible for any taxes imposed on, or regarding, Company’s net income.  

11. THIRD-PARTY WEBSITES

The Services may contain links to websites and platforms controlled or operated by persons and companies other than the Company (“Linked Sites”). Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. The Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support the Company or are identified in the Services, including any delivery of and payment for goods and services.

12. THIRD-PARTY APPLICATIONS

You acknowledge that your access and use of any third-party applications or software on the Services and Content (the “Third-party Applications”) is at your discretion and risk, and the Company has no liability to you arising from your use of the Third-party Applications. The Company hereby disclaims any representation, warranty, or guaranty regarding the Third-party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third-party Applications, and you agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with your use or performance of the Third-party Applications.

13. INTELLECTUAL PROPERTY NOTICES

The Services and the data, material, content or information therein (collectively, the “Content”) are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Services or Content in any manner, except as expressly permitted by the Company in these Terms. The Services and Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of the Company or applicable owner. 

Copyright. You should assume that everything you see or read on the Services are copyrighted unless otherwise noted and may not be used without the written permission of the Company. The Company neither warrants nor represents that your use of materials displayed on the Services will not infringe the rights of third parties. Content, images, photographs, data, or illustrations displayed on the Services are either property of, or used with permission by, the Company. The use of these materials by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Services. Any unauthorized use of any content, images, photographs, or illustrations may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. 

Trademark. Nothing contained on the Services should be construed as granting or conveying, by implication, or otherwise, any license or right to use any trademark displayed on the Services without the written permission of the Company or such third-party that may own a trademark displayed on the Services. Your misuse of the Company’s trademark(s) displayed on the Services, or any other Content on the Services, except as provided herein, is strictly prohibited. 

Your Content. You are solely responsible for your use of the Services and any Content you authorize for use on the Services, or which is submitted via your account (“Your Content”). We do not claim ownership in Your Content that you submit or authorize for use to the Services, but you grant us the rights to use Your Content as set forth below. By submitting or authorizing us to display Your Content, you hereby grant to us a worldwide, unrestricted, irrevocable, perpetual, non-exclusive, fully-paid, and royalty-free license (with the right to sublicense through unlimited levels of sub-licenses) to use, reproduce, copy, process, modify, publish, translate, transmit, perform, display, create derivative works of, adapt, and distribute Your Content in any and all media (now known or later developed) throughout the world and display your name, images, likeness, voice, video, and any such other Content that you submit, link, or otherwise make available through the Services, throughout the world in any manner or media, on or off the Services including for purposes of promoting our Services. 

• To the greatest extent permitted by applicable law, you hereby expressly waive any and all of your moral rights applicable to Company’s exercise of this license. 
• You agree that this license includes the right for us to provide, promote, and improve the Services. 
• No compensation will be paid with respect to Content that you submit through the Services. 

You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Services. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further

acknowledge that, in the event of any such unauthorized use, the Company or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.  

Questions regarding the use of any intellectual property provided on the Services should be directed to legal@caily.com.

14. APPLICATION LICENSE

If you are using an iOS or Google Android version of one of our Applications, this Section also applies to you. 

Apple and Google are not parties to these Terms. They: 

• do not own and are not responsible for the Application; 
• do not provide any warranty for the Application; and 
• are not responsible for maintenance or other support services for the Application and will not be responsible for any claims, losses, liabilities, damages, costs, or expenses with respect to the Application, including, without limitation, any third-party claims (including intellectual property claims), product liability claims, claims that the Application fails to conform to any applicable legal or regulatory requirements, claims arising under consumer protection, privacy or similar legislation, or claims relating to intellectual property infringement. 

We grant you a nonexclusive, non-transferable, limited, and revocable-at-anytime license to access and use the Application in accordance with the Apple Media Terms of Service, Google Play Terms of Service, and other applicable terms—as updated from time to time. Apple, Google, and their subsidiaries are third-party beneficiaries of these Terms. They may have the right to enforce the Terms against you. Company may enter into, rescind, or terminate these Terms, vary them, waive them, or settle under these Terms without the consent of any third-party. 

You are responsible for complying with applicable third-party agreements. You are responsible for checking with your mobile carrier to determine if the Application is available for your mobile devices, what restrictions may be applicable to your use of the Application, and how much such use will cost you. You shall use the Application in accordance with these Terms. 

You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. 

You may direct any questions, concerns, or complaints about the Application to Company by using the contact information provided at the end of these Terms.

‍

15. LOCATION OF SERVICES 

The Company is located in the United States. We make no claims that the Services or any of its contents are accessible or appropriate in every jurisdiction. Access to the Services may not be legal by certain persons or in certain countries.

16. DISCLAIMER

EXCEPT AS MAY OTHERWISE BE EXPRESSLY PROVIDED IN THESE TERMS, ALL INFORMATION, CONTENT, OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE SERVICES OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SERVICES. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE SERVICES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER THE COMPANY NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THE COMPANY FURTHER MAKES NO WARRANTY THAT THE SERVICES WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE COMPANY, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICES OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE SERVICES OR THE CONTENT IS TO CEASE YOUR USE OF THE SERVICES AND/OR THE CONTENT. 

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

17. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICES, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE SERVICES OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE SERVICES, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF THE COMPANY OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE SERVICES SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED BY LAW. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. IN ANY CASE, COMPANY’S AND ITS LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THESE TERMS WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY FOR THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR IF YOU HAVE NOT PAID FOR ANY OF THE SERVICES, ONE HUNDRED DOLLARS ($100.00).

18. ARBITRATION

In accepting these Terms and using the Services you express waive any right to take legal action in court , including through class action , against the Company regarding any disputes involving these Terms, the Platform or Services. All disputes arising from use of the Platform, Services, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Colorado law.

19. INDEMNIFICATION

You will defend, indemnify, and hold harmless Company and its directors, officers, employees, and agents (“Company Indemnified Parties”), from and against any and all losses, costs, fees, liabilities, damages, and expenses (including attorney costs and litigation fees) incurred by Company Indemnified Parties resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) arising out of or relating to (a) your or an Authorized User’s unauthorized use of the Services; (b) Your Content; or (c) the unauthorized actions, errors, omissions, negligence, willful misconduct, violations of law, or fraud of you or your Authorized Users. In the event of such Third-Party Claim, we will provide notice of the Third-Party Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

20. GOVERNING LAW AND VENUE 

All claims subject to these Terms and any and all claims, disputes, or other legal proceedings by or between you or us, including but not limited to any such claims or disputes that are in any way related to or arising under these Terms or your access to or use of the Services, shall be governed by the laws of the State of Colorado without giving effect to any conflict-of-laws principles that may otherwise provide for the application of the law of another jurisdiction. These claims or disputes shall be brought and litigated exclusively in the state or federal courts located within Denver, Colorado.

21. LIMITATION ON TIME TO FILE CLAIMS

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. 

22. CHANGES TO THESE TERMS OF USE

The Company may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Revised” entry at the top of these Terms. Your continued use of the Services after any such change is communicated shall constitute your consent to such change(s). 

23. COUNTERPARTS; ELECTRONIC SIGNATURES

These Terms may be executed in any number of counterparts. Unless otherwise prohibited by law, these Terms and related documents (including the Order) may be accepted in electronic form (e.g., by an electronic or digital signature, symbol, initial, checkbox, or other means of demonstrating assent as defined under U.S. federal ESIGN Act of 2000) and your acceptance will be deemed binding on you. You acknowledge and agree that you will not contest the validity or enforceability of these Terms and related documents, including under any applicable statute of frauds, because they were accepted and/or signed in electronic form.

24. FORCE MAJEURE

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for your obligations to make payments to Company hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events: weather and other Acts of God, government restrictions or orders, pandemics or epidemics, acts of terrorism, widespread Internet outage(s), wars, insurrections and/or any other cause beyond

the control of the Impacted Party. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

25. GENERAL

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms or use of the Services. You may not assign these Terms without the prior written consent of the Company in all instances. The Company may assign these Terms, in whole or in part, at any time. The Company’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by the Company with respect to such use.  

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.  

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  

26. COMPANY CONTACT INFORMATION 

We value your opinions and welcome your feedback. To contact us for assistance with the Services, please visit our Help Center at www.caily.com or email us at support@caily.com. For legal questions regarding these Terms, contact us at legal@caily.com.

‍