PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING SERVICES PROVIDED BY HOMECARE HUB
HOMECARE HUB SERVICES
This Service Agreement (“Agreement”) consists of (1) these terms of service for Homecare Hub Services (“Terms of Service”) and (2) Homecare Hub’s Privacy Policy (www.homecarehub.com/content/privacy-policy) (together, the “Homecare Hub Policies”), which are incorporated by reference.
This Agreement constitutes an agreement between Homecare Hub and any person or entity (“you”) using Homecare Hub Services through the www.homecarehub.com site (the “Site”) or other methods authorized by Homecare Hub. The Site is owned and operated by Homecare Hub Inc. (“Homecare Hub”, “we”, “us” and “our”). The Site provides an online marketplace (the “Services”) that provides users (“Buyers”) with the ability to purchase healthcare services (“HealthcareServices”) from various third party vendors (“Vendors”) who list their services for sale through the Site (collectively, the “Sale(s)”).
By using our Service, you signify your agreement to be bound by these Terms of Service. If you do not agree to be bound by all terms and conditions of this Agreement (including the Homecare Hub Policies), please do not use this Service. If there is a conflict between the these Terms of Service or any other agreement entered into between you and Homecare Hub, these Terms of Service shall govern.
You represent and warrant to Homecare Hub that you are registering with the Homecare Hub Marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with the Homecare Hub Marketplace. You further represent and warrant to Homecare Hub that all information, statements and facts furnished by you to Homecare Hub and all documents provided by you to Homecare Hub are true, accurate, and complete, and contain no untrue statement of a material fact, nor omit any material fact necessary to make such information, statements, facts, representations or warranties, not misleading.
We may modify, revise or update these Terms of Service at any time in our sole discretion by updating this posting. Each time you use our Service, the version of the Terms of Service then posted at that time will apply to that use, so you should check this page each time you use the Site. If you do not agree to any posted changes, do not continue to use the Service and the Site.
Homecare Hub reserves the right, in our sole discretion, to add, change, modify, suspend or discontinue any portion of the Site and/or our Service at any time. In addition, Homecare Hub may impose limits on any portion of the Site and/or our Service in our sole discretion without notice or liability.
Our Service
We provide an online marketplace that Vendors and Buyers can use to facilitate Sales of Healthcare Services. We may also use other methods, online or otherwise, to facilitate such Healthcare Services. Homecare Hub is not a party to any Sale of Healthcare Services and only provides its Service to facilitate Sales between Vendors and Buyers of their Healthcare Services, as described below.
In order to offer to sell Healthcare Services on the Site, Vendors and Buyers will be required to register an account (the “Account”) with the Site. An Account may not be required if an authorized Homecare Hub method other than the Site was used to facilitate Healthcare Services.
Vendors may provide certain service information and any related media, materials, links, images, and other content (together, the “Service Description Content”) in connection with this Agreement. You represent and warrant that all Service Description Content you provide is truthful and accurate and is in compliance with this Agreement and all applicable laws and you covenant that you will not use Service Description Content to redirect end users of the Site to any other sales channels. In order to list services for sale on the Site, you must provide all requested Service Description Content.
Vendors may list Healthcare Services for sale by providing the required Service Description Content (collectively, the “Service Description”) to Homecare Hub. In order to facilitate a safe marketplace on the Site for Buyers, Homecare Hub screens each Service Description before it is posted on the Site. We retain the exclusive right to reject the posting of any Healthcare Service on the Site, in our sole discretion.
By registering an Account and submitting a Service Description(s), you: (i) grant to Homecare Hub, its subsidiaries and affiliates, in perpetuity, a royalty-free, worldwide, exclusive, sub-licensable, irrevocable copyright licence to publish, display, reproduce, modify, edit or otherwise use your Service Description(s), in whole or in part, for advertising or promoting purposes or for any other reason; (ii) waive all moral rights in and to your Service Description(s) in favour of Homecare Hub (and anyone authorized by Homecare Hub to use the Service Description(s)); and (iii) agree to indemnify, release and hold harmless Homecare Hub and our agents, employees, officers, directors, subsidiaries, affiliates, successors and assigns against any and all claims based on copyright infringement, trade-mark infringement or any other intellectual property-related cause of action in connection with your Service Description(s) as well as any and all claims with respect to your Healthcare Service(s) and the provision of such Healthcare Services to Buyers.
Homecare Hub reserves the right to deactivate the Account of any Vendor or Buyer for any violation of the Terms of Service.
Vendors
As a Vendor, you understand and agree that the agreement for Sale of Healthcare Services is between you as the Vendor and the Buyer of the respective Healthcare Service and that Homecare Hub is not and will not be a party to any agreement of purchase and sale. Homecare Hub shall not be held liable for any damages or losses incurred by you relating to any Healthcare Service sold through the Site using our Service.
You understand and agree that upon completion of a Sale, a fee for our Services (the “Administrative Fee”) will be deducted from the purchase price and remitted to Homecare Hub.
You further understand and agree to abide by all of the following mandatory terms and conditions for use of our Service:
(a) you must have the legal right to provide the Healthcare Services that you list for sale on the Site, and you and each of your employees, contractors and other representatives (“Vendor Representatives”) must be qualified with all requisite training, licensing, certification, education, experience and similar qualifications to provide the Healthcare Services with a professional level of care. You must be able to satisfy us upon request with proof of your entitlement to sell the Healthcare Service or we may refuse to post the Healthcare Service on the Site;
(b) you shall have conducted all security clearances, background checks and screenings required by applicable law on all Vendor Representatives providing Healthcare Services;
(c) you will not misrepresent any Healthcare Service that you list on the Site, including without limitation, by submitting a misleading or fraudulent Service Description for posting on the Site;
(d) you will not list, market, promote, offer for sale, or sell any Healthcare Services through the Site in violation of this Agreement or any applicable Laws;
(e) you will (and you represent and warrant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to privacy, healthcare, marketing, consumer safety and pricing, in connection with this Agreement. Upon Homecare Hub’s request, you will promptly provide Homecare Hub with (i) documentation showing that you are licensed or otherwise have a right to provide the applicable Healthcare Service, and (ii) written certification from an officer stating that you have complied with all of your obligations under this Agreement;
(f) you will uphold the highest level of customer service and professionalism when communicating with Buyers and prospective Buyers. You agree to be responsive, prompt, courteous, friendly and helpful in communications with Buyers and prospective Buyers and providing any Healthcare Service, and you will be reliable and consistent in your work as required to meet the highest levels of customer service and professionalism;
(g) you will report to Homecare Hub the price charged for Healthcare Services and acknowledge that Homecare Hub may monitor and track the prices actually charged by you relative to your listed price;
(h) you will be solely responsible for reporting and paying any GST/HST or other sales tax in connection with the Sale of your Healthcare Service;
(i) you will (and you represent, warrant and covenant that you will) hold all required or industry standard insurance to adequately cover property damage, bodily injury, theft and property loss in amounts sufficient for your liability in providing the Healthcare Services. You agree to provide us with copies of certificates of such insurance from time to time at our request and you further agree to notify us immediately of any change in such insurance.
You agree that for a period of six months after performing any Healthcare Services for a Buyer or communicating with a prospective Buyer about Healthcare Services through the Site you will use the Site as your exclusive method to request, make and receive any payments for any services directly or indirectly provided to that Buyer or prospective Buyer or arising out of your relationship with that Buyer or your use of the Site or Services.
For greater certainty, Homecare Hub reserves the right, in our sole discretion, to edit, modify, reject or remove any Service Description on the Site, or to request that you modify or edit the Service Description: (i) if a complaint is received with respect to the Service Description; (ii) to ensure that the Service Description complies with our Privacy Policy and Terms of Service; or (iii) for any other reason in our sole discretion.
Reporting and Audit Rights
As a Vendor, you will, within a reasonable period of time (not to exceed 30 days) following request from Homecare Hub, provide Homecare Hub with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by Homecare Hub.
As a Vendor, you will keep accurate and complete books, records and accounts related to Homecare Hub Marketplace transactions and this Agreement, and will allow Homecare Hub, or its duly authorized representatives, the right, upon not less than 5 business days prior written notice, while you are using the Services and for 2 years thereafter, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Homecare Hub to confirm your compliance with the terms of this Agreement, quality of service, and applicable Law.
Buyers
As a Buyer, you understand and agree that the agreement for Sale of Healthcare Services is between you as the Buyer and the Vendor of the respective Healthcare Services and that Homecare Hub is not and will not be a party to any agreement of purchase and sale.
You agree to pay for any Healthcare Services that you purchase in accordance with the Payments section below.
You agree that for a period of six months after receiving any Healthcare Services from a Vendor or communicating with a Vendor about Healthcare Services through Homecare Hub via the Site or otherwise you will use the Site or other authorized Homecare Hub methods as your exclusive method to request and make any payments for any services directly or indirectly provided from that Vendor or prospective Vendor or arising out of your relationship with that Vendor or your use of the Site or Services.
You also understand and agree that Homecare Hub shall not be held liable for any damages or losses incurred by you relating to any Healthcare Services purchased through the Site using our Service.
Payments
All prices listed on the Site are in your local currency, unless otherwise stated, and are exclusive of all applicable sales taxes. We may make available to Buyers various payment processing methods to facilitate the purchase of a Healthcare Service from Vendors. We may add or remove payment processing methods at our sole discretion and without notice to you.
All transactions are between the Vendor and the Buyer, and the Vendor will be the seller of record. Buyers will place orders (the “Orders”) using the Homecare Hub checkout system, or an alternative process as authorized by Homecare Hub, and Homecare Hub will collect all proceeds from such transactions on the Vendor’s behalf. Unless otherwise authorized by Homecare Hub in writing, Vendors will bill Buyers semi-monthly and Vendors be paid by Homecare Hub within 7 business days of receiving payment from Buyers. Homecare Hub is not liable for any delays in payment for any reason. As a Vendor, you will not negotiate, impose or charge any additional ‘not listed’ charges, fees, travel time or expenses or unauthorized fees. As a Vendor, you hereby authorize Homecare Hub as your authorized agent to accept payment from Buyers (“Payment”) for remittance to you for the Healthcare Services, and as such when a Buyer pays Homecare Hub, it shall be construed as if the Buyer is paying you.
Once the Sale of the Healthcare Service has been concluded, Homecare Hub will not be responsible for any refunds relating such Healthcare Service. If a Buyer is dissatisfied with a Healthcare Service, any refunds should be negotiated directly between the Buyer and the Vendor and not with Homecare Hub. Homecare Hub shall not be held liable for any damages or losses incurred by a Buyer or Vendor relating to any Healthcare Services purchased or sold through the Service.
Customer Service
The Vendor will be responsible for all customer service specifically relating to the Healthcare Service the Vendor provides, except for issues related to payment. In performing such customer service, you will always represent yourself as a separate entity from Homecare Hub. You will not disparage Homecare Hub or its subsidiaries or affiliates (and their respective employees, shareholders, officers, directors, agents or representatives) or its or their services when performing customer service obligations or any other obligation under this Agreement. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all customers during each such call prior to providing any customer service.
If a dispute arises between a Vendor and a Buyer, the Vendor and the Buyer shall attempt to resolve such dispute. If the Vendor and the Buyer are unable to resolve the dispute within 30 days, then either the Vendor or the Buyer may escalate the dispute to Homecare Hub for resolution. All disputes between a Vendor and a Buyer arising out of this Agreement that are escalated to Homecare Hub shall be finally resolved by Homecare Hub.
Ownership and Use Rights
Homecare Hub, its subsidiaries and affiliates, and their service providers and licensors retain all right, title and interest (including all intellectual property rights) in and to (i) the Homecare Hub Marketplace, the Site and the Services, (ii) all data received from you in connection with the foregoing, and (iii) any of their confidential or proprietary information. Except for a limited right for you to access the Site made available to you in accordance with and subject to all the terms and conditions of this Agreement, Homecare Hub, its subsidiaries and affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their intellectual property rights under or in connection with this Agreement.
Homecare Hub owns (and you hereby assign to Homecare Hub) all information necessary to fulfill each Order (“Transaction Information”) and all other information relating to Orders or Healthcare Services, including but not limited to information that is entered into the Site, information that is created as a result of a transaction, and ratings and reviews provided by Buyers. All such information is subject to the Homecare Hub Policies.
You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, the Homecare Hub Policies, and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) unless authorized by Homecare Hub, contact a Buyer with the intent to collect any amounts in connection with an Order or to influence such Buyer to make an alternative or additional purchase outside of the Service; or (iv) use any information about Buyers gained through the Services to directly solicit such Buyers through any other sales channels. The foregoing does not prevent you from using information you gathered independent of the Services, provided that you do not target communications on the basis of the intended recipient being a Homecare Hub user.
You may disclose Transaction Information to the extent such disclosure is required by law, rule (including any stock exchange rule), regulation or applicable legal process; provided however, that, if permissible, you shall give Homecare Hub prompt written notice of any such request for such information, and agree to cooperate with Homecare Hub, to the extent permissible and practicable, to challenge the request or limit the scope of disclosure, as Homecare Hub may reasonably deem appropriate.
Homecare Hub may use mechanisms that rate or review, or allow users to rate or review, your Healthcare Services and your performance as a Vendor and Homecare Hub may make these ratings publicly available. Homecare Hub will have no liability to you for the content or accuracy of any ratings or reviews. You will have no ownership interest in or license to use any rating or reviews posted on or collected by the Site.
If you provide or make available suggestions, comments, ideas, improvements or other feedback or materials to Homecare Hub, its subsidiaries or affiliates in connection with the Services, the Site or other subject matter of this Agreement, Homecare Hub will be free to disclose, reproduce, modify, license, transfer and otherwise distribute, and use and exploit any of the foregoing feedback or materials in any manner.
Termination or Suspension; Survival
Homecare Hub may terminate this Agreement with you at any time in its sole discretion without notice to you. Homecare Hub may also immediately terminate or suspend your participation in the Homecare Hub Marketplace, your access to the Services, or remove your listings at any time in its sole discretion. Any term of this Agreement which is expressed or by its nature intended to survive expiration or termination of this Agreement shall survive the expiration or termination of this Agreement for any reason.
General Release and Indemnification
Homecare Hub and its subsidiaries and affiliates are not parties to any transactions through the Services between Vendors and Buyers. You hereby release (and agree to release) Homecare Hub and its subsidiaries and affiliates (and their respective employees, shareholders, officers, directors, agents and representatives) from any and all claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable attorneys’ fees and costs of any investigation, defense, and settlement) arising out of any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation (“Claims”) involving you and any third party or governmental entity or agency.
You will defend (at Homecare Hub’s option), indemnify and hold Homecare Hub and its subsidiaries and affiliates (and their respective employees, shareholders, officers, directors, agents and representatives) harmless from and against any and all claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable attorneys’ fees and costs of any investigation, defense, and settlement) arising out of any Claims that arise out of or relate to: (i) any breach (or alleged acts or omissions that if true would be a breach) of any of your representations, warranties, covenants or obligations set forth in this Agreement; or (ii) the Site or other sales channels, the Healthcare Services, any Service Description Content, the advertisement, offer, sale or return of any Healthcare Services, any actual or alleged infringement of any intellectual property rights by you or any Service Description Content, or any taxes owed by you, or the collection, payment or failure to collect or pay such taxes. You will provide all cooperation, documentation, and information reasonably requested by Homecare Hub in connection with any Claim. Homecare Hub will have the right to control all defense and settlement of Claims.
Limitation of Liability
In no event shall Homecare Hub or its subsidiaries or affiliates be liable to you or any third party under any theory of tort, contract, strict liability or other legal or equitable theory for (a) lost profits, lost revenue, loss of business or loss of data, (b) exemplary, punitive, special, incidental, indirect or consequential damages or the like, or (c) for cost of cover, recovery or recoupment of any investment, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether Homecare Hub has been advised of the possibility of such damages.
In no event shall Homecare Hub or its subsidiaries or affiliates’ aggregate liability to you or any third party for any claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable attorneys’ fees and costs of any investigation, defense, and settlement) for any reason whatsoever, and regardless of the form of action or legal theory, exceed the total Administrative Fees received by Homecare Hub for the particular Healthcare Services provided by you pursuant to this Agreement giving rise to such liability. The limitations of liability reflect the allocation of risk between the parties.
No Warranties.
The Services and the Site are provided on an “as is” basis. Neither Homecare Hub nor its subsidiaries nor affiliates make any representations or warranties of any kind, express or implied, including without limitation: (a) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Services or the Site will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; and (c) any implied warranty arising from course of dealing or usage of trade. To the full extent permissible under applicable law, Homecare Hub and its subsidiaries and affiliates disclaim any and all such warranties
Miscellaneous
You will be responsible for any actions taken by your affiliates, employees, contractors, agents, or other third parties on your behalf in connection with this Agreement.
As a Vendor, you and Homecare Hub are acting hereunder as independent contractors. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario. You agree to exclusive jurisdiction of the courts located in the Province of Ontario, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
You may not assign this Agreement or any of your rights or obligations hereunder without Homecare Hub’s prior written consent.
Except as otherwise expressly provided herein, the representations, warranties and covenants made in this Agreement are continuous in nature and will be deemed to have been given by you at the execution of this Agreement and each stage of performance of this Agreement.
You will not use the name, logo, trademarks or trade names of Homecare Hub or any of its subsidiaries or affiliates or otherwise, directly or indirectly, refer to Homecare Hub of any of its subsidiaries or affiliates in any publicity release, promotional material, customer or partner list, advertising, marketing or business-generating effort, whether written or oral, without the prior written consent of Homecare Hub.
You will treat as confidential, and may not disclose to any third party, any information or communication from, on behalf of, or with Homecare Hub in connection with this Agreement.
In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.