Welcome to BedMatch. BedMatch.com is an Application (the “Application”) owned and operated by BedMatch Pro, LLC (the “Company” “us” and/or “we”), a limited liability company, in conjunction with the Company’s cloud-based matchmaking and information platform for residential care providers and families (“Application”). The Application, Features and any other services or products we may offer from time to time (as defined herein below) constitute the “BedMatch Services.”
PLEASE READ THESE TERMS OF SERVICE (THIS “AGREEMENT” OR THESE “TERMS”) CAREFULLY BEFORE USING THE APPLICATION. BY ACCESSING AND/OR USING THE APPLICATION (OTHER THAN TO READ THESE TERMS FOR THE FIRST TIME), YOU ARE AGREEING TO COMPLY WITH THESE TERMS, WHICH MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE TO YOU, AS SET FORTH HEREIN BELOW.
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN THE COMPANY AND YOU (“YOU” OR “USER”). YOUR CONTINUED USE OF THIS APPLICATION FOLLOWING ANY CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO THESE TERMS AND/OR THE PRIVACY POLICY, THEN YOU MAY NOT USE THE APPLICATION.
YOU ARE HEREBY, AFTER USAGE OF SAID APPLICATION, ENTERING INTO AND AGREEING TO BE BOUND BY THESE TERMS. BY CREATING AN ACCOUNT, CLICKING “I AGREE,” ACCESSING, OR USING THE BEDMATCH SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND THE BEDMATCH PRIVACY POLICY.
IF YOU DO NOT AGREE OR WISH TO BE BOUND BY THESE TERMS, DISCONTINUE YOUR USAGE OF APPLICATION.
1. GENERAL AND DEFINITIONS.
Nature of the BedMatch Service. The BedMatch Service consists of the Application and other related tools, features, and support services that Clients, Families, Referral Agents, and Providers may use to identify, communicate with, and interact with one another for the purpose of exploring senior-care placement options. Although BedMatch may charge fees for certain aspects of the BedMatch Service, BedMatch does not own, operate, manage, or provide assisted living, skilled nursing, medical, or other care services of any kind. BedMatch is a neutral technology platform designed solely to facilitate information exchange and matching between users. BedMatch makes no representations or warranties as to the quality, safety, licensure, regulatory compliance, or suitability of any Provider or its services, or regarding the accuracy or completeness of any information posted by users. Each Provider is solely responsible for complying with applicable laws, maintaining required licenses and insurance, and determining how to deliver its services. BedMatch does not employ, recommend, supervise, or control any Provider, care provider, or Client and, to the maximum extent permitted by law, shall not be liable for any act, omission, injury, or loss arising out of or relating to the conduct, representations, or services of any user, whether occurring online or offline. Users acknowledge that any medical or health-related information exchanged through the BedMatch Service is provided voluntarily by the user and is used only to facilitate matching. BedMatch does not provide medical advice and is not a party to any care relationship between Clients and Providers.
“Business Associate” BedMatch is not a “Business Associate” of any Provider under HIPAA unless and until a separate written Business Associate Agreement (“BAA”) is executed between BedMatch and such Provider. Use of the BedMatch Services alone does not create a Business Associate relationship. Providers are solely responsible for determining whether a BAA is required for their use of the Services.
“Care Services” shall mean residential care, assistance, or related services offered or rendered by Providers to Clients at a Provider Location or through the Application. Care Services may include, but are not limited to, housing, personal care, supervision, medical or therapeutic support, and related Provider-specific programs, communications, or updates.
“Client(s)” shall mean individual Users seeking placement in, or currently residing at, a Provider, including their authorized family members or representatives who use the Application on their behalf.
“Device” shall include any machine or electronic medium capable of accessing or viewing the Application.
“PHI/PII” means (a) personally identifiable information relating to a Client or individual user, and (b) protected health information submitted through the BedMatch Services for matching, communication with Providers, or care-related evaluation. PHI/PII includes health history, care needs, diagnoses, disability information, medications, mobility or cognitive information, demographic information, or any identifying data used to determine suitability for Provider placement. PHI/PII will be used solely for: (a) generating match results for Clients or authorized representatives; (b) facilitating secure communication between Clients, Referral Agents, and Providers; and (c) operating, supporting, and improving the BedMatch Services’ core functionality. PHI/PII will not be used for advertising, profiling, or unrelated analytics.
“Provider(s)” shall mean a class of Users that operate or manage assisted living, memory care, skilled nursing, or other residential care communities and that list available accommodations or services on the Application.
“Provider Location” shall mean a Provider’s physical address or premises where Clients reside and/or Care Services are provided.
“Referral Agent” shall mean a professional or entity that assists Clients or Providers in identifying, evaluating, or securing placement opportunities, and that may use the Application for such purpose.
“User” shall mean, in addition to the definition above, and not in derogation thereof, any individual who accesses the Application, whatsoever, including, but not limited to, You, and other individuals as context may require.
“User-Generated Content” means photos, images, facility or provider descriptions, reviews, public comments, general text entries, messages that do not contain PHI/PII, responses, documentation voluntarily uploaded by Providers, and any other non-medical, non-identifying content submitted through public-facing or interpersonal portions of the BedMatch Services. User-Generated Content does not include PHI/PII.
“Usage rules” means, the Google Play Developer Distribution Agreement (as amended) and/or any similar rules promulgated by other platform providers (“Usage Rules”) established by any other third party whose usage rules or similar terms of use are bound, such as Apple, Inc., and Google, LLC, its subsidiaries and affiliates (singularly and collectively “Platform”) and such other third-party content providers, affiliates, licensors and/or vendors (“Vendors”).
1.1 INITIAL DISCLAIMER, PURPOSE.
YOU EXPRESSLY AGREE THAT USE OF THE BEDMATCH SERVICES IS AT YOUR SOLE RISK. BEDMATCH HAS NO LIABILITY FOR ANY CLAIMS, INJURIES, DEATH, LOSS, HARM AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO YOUR INTERACTIONS OR DEALINGS WITH OTHER USERS AND THE ACTS AND/OR OMISSIONS OF CLIENTS, PROVIDERS AND/OR REFERRAL AGENTS, WHETHER ONLINE OR OFFLINE. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, YOUR USE AND/OR PROVISION OF CARE SERVICES IS AT YOUR SOLE AND EXCLUSIVE RISK. BEDMATCH SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY ADVICE RELATING TO THE QUALITY OR SUITABILITY OF ANY CLIENTS, PROVIDERS AND/OR REFERRAL AGENTS, PROVIDER LOCATION AND/OR CARE SERVICES. THE APPLICATION, SERVICES AND/OR FEATURES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. BEDMATCH DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE APPLICATION; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR APPLICATION OR ACCESSED THROUGH THE APPLICATION; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION; (6) WARRANTIES THAT YOUR USE OF THE APPLICATION WILL BE SECURE OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY CONTENT OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK. BEDMATCH SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT OR SOFTWARE. BEDMATCH DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL ASSESSMENTS, DIAGNOSES, OR RECOMMENDATIONS REGARDING.
YOU ARE SOLELY RESPONSIBLE FOR THE CONTENT, INFORMATION AND OTHER MATERIALS THAT YOU SUBMIT TO THE APPLICATION OR TRANSMIT TO OTHERS AND AGREE THAT YOU RELEASE THE COMPANY FOR, AND WILL NOT HOLD THE COMPANY RESPONSIBLE OR LIABLE FOR ANY CONTENT AND/OR INFORMATION THAT YOU ACCESS ON OR WHILE UTILIZING THE APPLICATION. BEDMATCH DOES NOT GUARANTEE PLACEMENT, ADMISSION, ACCEPTANCE, PRICING, AVAILABILITY, OR OUTCOMES FOR ANY CLIENT. THE FOREGOING TWO PARAGRAPHS SHALL BE COLLECTIVELY REFERRED TO AS THE “INITIAL DISCLAIMER.”
The Application and its content, and/or accounts and all functionality related incidentally and/or indirectly thereto, (including those Application services for which we may specifically provide a separate customer agreement) and any derivative works or enhancements of the same, including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the “Features”) and all intellectual property rights to the same are owned by the Company. Additionally, all trademarks, service marks, trade names and trade dress that may appear on the Application are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms, you shall not acquire any right, title or interest in the Application or any Features. Any rights not expressly granted in these Terms are expressly reserved.
The Application provided and some or all servers that make it available may reside in the United States only. The laws of other countries may differ regarding the access and use of some services. The Company makes no representations regarding the legality of the Application in any other country and it is your responsibility to ensure that your use complies with all applicable laws.
You may not access the Application if you are a direct competitor of the Company, except with the Company’s prior written consent. In addition, you may not access the Application for the purposes of monitoring its availability, performance, functionality, or for any other benchmarking or competitive purpose.
You agree that at all times while using the Application that you will comply with all Applicable Federal, State, international, and local laws including, without limitation, copyright law. Except as expressly permitted in These Terms, You may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Application for any purpose, whatsoever, without obtaining prior written consent from the Company, any third party, including other Vendors, or other Users in the case of User- Generated Content, as set forth hereinafter, who is the respective owner of such content. You hereby expressly acknowledge that you do not acquire any ownership rights or interests of any nature by way of any usage of the Application, and that the Company may prevent your access to the Application without any notice to You whatsoever, and thereby terminate your rights to continued usage of the Application.
1.2 RESTRICTIONS ON USE.
The Application is for the primary purpose of connecting Clients and Providers through the BedMatch platform unless otherwise stated herein. Illegal and/or unauthorized uses of the Application may be investigated, and appropriate legal action will be taken, including without limitation, civil actions, criminal prosecution, and injunctive remedies . Use of the Application and/or Features may be revoked at any time, as determined in the Company’s sole discretion.
Any unauthorized use of the Application or publication of its contents, or other distribution or public exhibition of the materials provided on the Application, in whole or in part, is strictly prohibited as set forth herein.
You shall use the Application in strict accordance with These Terms, and the Terms of any other related agreements published by BedMatch, and shall not do any of the following, in whole or in part, or in any way engage in any behavior or actions similar in intent to those which follow:
i. Remove, alter, obscure, cover, or distort any proprietary notice, including notices of copyright, trademark, or the like, on the Application whether said notice is of the Company, its affiliates, a Platform, Vendors, other Users, or any other party;
ii. Circumvent, disable or otherwise interfere with security-related features of the Application including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Application;
iii. Use an automatic device (such as a robot or spider) or manual process to copy or scrape the Application for any purpose without the express written permission of the Company. Notwithstanding the foregoing, the Company grants public search engine operators permission to use automatic devices (such as robots or spiders) to copy the Application for the sole purpose of creating (and only to the extent necessary to create) to include the Application only in search results that are available to the public. The Company reserves the right to revoke this permission (generally or specifically) at any time without notice;
iv. Collect or harvest any personally identifiable information from the Application besides that information expressly identified in the Privacy Policy;
v. Attempt to or interfere with the proper working of the Application or impair, purposely overburden, or disable the same;
vi. Decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the whole, or any portion, of the Application;
vii. Hack the Application, attempt to introduce and/or elicit a DDOS (denial of service), introduce any malware, spam or any code or content with a malicious intent to the Application or the BedMatch digital ecosystem;
viii. Use network-monitoring software to determine architecture of or extract usage data from the Application;
ix. Encourage, or engage in, conduct that violates any local, state, Federal, or international law, either civil or criminal, or impersonate another user, person, or entity (e.g., accessing another member’s account without permission, etc.);
x. Engage in any conduct that restricts or inhibits any other User from using or enjoying the Application;
xi. Use the Application to encourage, or engage in, conduct taking place offline or on other third-party Applications that violates any local, state, Federal, or international law, either civil or criminal;
xii. Fail to remove, eliminate, resolve and/or take down any content allegedly infringing of a third-party’s rights of any kind;
xiii. Use the Application for any purpose for which it is not designed or intended;
xiv. Make the Application available over a network or other environment permitting access or use by multiple Devices or Users at the same time, unless otherwise permitted, or required to be permitted, by a Platform;
xv. Use the Application for creating a product, service, or software that is directly or indirectly competitive with, or in any way a substitute for any service, product, or software, in whole or in part, of the Company, whether or not such functionality is incorporated into the Application or not;
xvi. Use the Application to send automated queries to any Application, or to send any unsolicited spam or email; and/or
xvii. Use any proprietary information or interfaces of the Company or a Platform, or other intellectual property of the Company or a Platform in the design, development, manufacture, licensing, or distribution of any Application, accessories, devices, or the like for use with or in substitution of the Application.
You agree to cooperate fully with the Company to investigate any suspected or actual activity that is in breach of These Terms.
1.3 TERM.
These Terms and rights hereby established by These Terms shall be effective until terminated. The Company may prevent your access to the Application without any notice to You whatsoever, and thereby terminate your rights to continued usage of the Application.
1.4 FEES AND PAYMENTS
A. Currency. All fees, deductible amounts and other payments referenced on, or charged through, the BedMatch Service are listed and payable in United States Dollars unless otherwise expressly indicated to the contrary.
B. Fees for Providers. Providers may agree to provide Care Services to their Clients by establishing an Account as described herein. BedMatch’s role is to facilitate the transaction only. Fees for Providers are described on the platform.
C. Service Fees. We may charge service fees for some aspects of the BedMatch Service, which may change from time to time and shall be reflected in the Application. If you are a Provider, except where otherwise specified via the BedMatch Service, our fee is as
described on the platform. BedMatch reserves the right to modify, amend or increase its Service Fees, without further notice.
D. Taxes. Except for taxes on BedMatch’s income and gross receipts or where BedMatch is otherwise required to collect taxes, you acknowledge that you are solely responsible to pay any applicable taxes that arise as a result of your purchase, provision, or use of Care
Services via the BedMatch Service. This includes, without limitation, any sales tax or income tax on fees paid or received by you through the BedMatch Service that may be required by your jurisdiction, including but not limited to state and local sales taxes. In certain jurisdictions, BedMatch may be required by law to collect and/or report tax information about you. You agree to provide us with documentation that we determine to be necessary for us to fulfill those obligations and, if you fail to do so, that BedMatch may suspend or deactivate your account until such documentation is provided.
E. Payment Processing. Payment processing services may be provided by one or more thirdparty payment processors. BedMatch reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion. Payment processing provided by Stripe is subject to the Stripe Services Agreement (available at https://stripe.com/legal), and, if you are receiving payments via the BedMatch Service, the Stripe Connected Account Agreement (available at https://stripe.com/connect-account/legal) (collectively, the “Stripe Terms”). In order to use the BedMatch Service to receive payment, you may be required to set up a Stripe account and accept the Stripe Terms. You authorize BedMatch to obtain all necessary access to, and perform all necessary activity on (including requesting refunds where appropriate), your Stripe Connected Account to facilitate payment related to Care Services you purchase or provide. You agree to provide accurate and complete information about you and your Provider, and authorize BedMatch to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe.
F. No Referral Fees; Compliance With Anti-Kickback and Related Laws
All fees paid to BedMatch (including subscription fees, listing fees, advertising fees, room-hold fees, placement-related service fees, or any other payments made through or in connection with the BedMatch Services) are solely for access to the BedMatch technology platform, marketing tools, matching functionality, communication features, and related administrative services. No fee paid to BedMatch constitutes, or shall be construed as, a referral fee, commission, kickback, inducement, or payment for steering Clients to any Provider, nor for arranging or recommending any federally reimbursable healthcare services. Each Provider is solely responsible for ensuring that its use of the BedMatch Services complies with all federal, state, and local laws governing healthcare referrals, inducements, fee-splitting, or patient brokering, including those applicable to services provided to Medicare or Medicaid beneficiaries. BedMatch does not and cannot advise Providers regarding compliance with such laws. BedMatch does not guarantee census, admission volume, referrals, placements, or Resident conversions, and BedMatch is not compensated on a per-referral, per-placement, or per-admission basis.
2. ACKNOWLEDGEMENT.
You hereby acknowledge that These Terms is formed between You and the Company only.
3. USER REGISTRATION.
Through the Application, You may be able to become a member of a certain class of user that may allow access to and/or use some features or functionality of the Application that may otherwise be restricted, including, but not limited to the Features. In order for Your access to said Features or functionality to be accessible, you must first register for an account, or “Account” as hereinafter defined.
IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) THEN YOU ARE NOT PERMITTED TO REGISTER AS A USER, FOR AN ACCOUNT, OR OTHERWISE SUBMIT PERSONAL INFORMATION TO THIS APPLICATION OR TO THE COMPANY. You hereby certify and hold the
Company harmless that your participation in and access of this Application, or in any way your usage of the Company’s services, that you are eighteen (18) years of age, or older, as aforesaid. Furthermore, you represent and warrant that you have the right, authority and capacity to enter into, and that you are not a person barred from receiving services under the laws of the United States or other Applicable jurisdiction. You further agree to provide true, accurate, current and complete information about yourself on the Services registration form. If the Company suspects that any information provided is untrue, inaccurate, outdated or incomplete, the Company has the right to refuse any and all current or future use of the Application (or any purchase thereof), including purchase of any of our services.
3.1 USER ACCOUNT(S) / “ACCOUNTS.”
A. Through the Features, you may be able to become a member of a certain class of user— either a Client and/or Provider—that may be accessible to and/or for use by registered users. Such a personalized registered account shall be referred to as a “Account.” Certain of the foregoing may also be subject to (a) Feature-specific agreement(s). If you are under the age of eighteen (18), then you are not permitted to register an Account or otherwise submit personal information to the Application.
B. To register an Account, you must provide true, accurate, and complete information, and promptly update such information if it changes. Registration information may include, without limitation, your legal name, address (including your Provider Location, if applicable), confirmation of whether your Provider is managed by or affiliated with a Referral Agent, profile photo, phone number, and email address. BedMatch may, in its discretion, require additional verification of identity or Provider information, including licensing, insurance, or compliance credentials, prior to granting or maintaining access to certain portions of the Application. During registration, you will either confirm or input identifying information that allows access to restricted portions of the Application. You are solely responsible for maintaining the confidentiality and security of your Account credentials and for all activity conducted under your Account, whether authorized by you or not. You agree to immediately notify BedMatch in writing at admin@BedMatch.health of any suspected or actual breach of security, unauthorized use of your Account, or compromise of login credentials. BedMatch is not liable for any loss or damage arising from your failure to safeguard your Account. By creating an Account, you authorize BedMatch to send you administrative and transactional notifications, including alerts regarding Account activity, system updates, or other communications related to your use of the Application. Users acknowledge that PHI/PII they submit is not treated as User-Generated Content and will be handled solely under HIPAA and applicable privacy laws.
i. BedMatch may allow a Provider to verify its identity, ownership, licensing, or operational status through the platform or require that Providers upload requisite certifications. BedMatch does not perform Provider verifications itself and is not responsible or liable for the accuracy, completeness, timeliness, or reliability of any information obtained through such representations. BedMatch does not independently verify or audit the information. BedMatch is not obligated to conduct any verification and assumes no liability for the failure to do so. BedMatch reserves the right to suspend or terminate access to the BedMatch Service based on Provider verification results or any other violation of these Terms, as permitted by law.
4. Future and/or Deletion of Features. The Company reserves the right to implement novel Features or to disable and/or delete existing Features without notice to You.
D. Client Account(s). Through the Application, a User may register as a Client to access and use certain features of the BedMatch Service for the purpose of viewing, evaluating, managing, and/or booking information related to Provider Locations, Care Services, and/or Referral Agents posted to the Application by Providers.
i. Client Access. Clients may, through their Account, search, browse, view, and otherwise interact with content on the Application related to Providers, Provider Locations, Care Services, and Referral Agents. Providers listed on BedMatch operate independently and are not under the direction or control of BedMatch. Each Provider determines, in its sole discretion, how to provide Care Services and whether to offer accommodations or placements to a particular Client. Clients acknowledge and agree that BedMatch does not employ, recommend, or endorse any Provider, Provider Location, or Referral Agent and, to the maximum extent permitted by applicable law, shall not be responsible or liable for the performance, quality, safety, or conduct of any Provider, Referral Agent, or their personnel, whether online or offline. Clients should exercise caution and use independent judgment before selecting a Provider, engaging a Referral Agent, or otherwise interacting with users through the BedMatch Service. Each Client is solely responsible for decisions affecting themselves, their family members, or any Client on whose behalf they act.
ii. Client Representations and Warranties. By registering a Client Account, each Client represents and warrants—in addition to all other representations and warranties set forth in these Terms—that: (a) any reviews, ratings, or feedback submitted through the
Application will be fair, accurate, and respectful; (b) the Client will not submit or post any content that is false, misleading, harassing, defamatory, abusive, obscene, discriminatory, invasive of privacy, or otherwise unlawful; (c) the Client will not use the Application to
promote personal grievances, vendettas, or non-objective commentary; (d) all reviews or feedback will address organizations such as Providers or Referral Agents and not individual persons; (e) the Client will not name, identify, or otherwise target any individual
in a review—directly or indirectly—except as expressly permitted by applicable law and these Terms; (f) if the Client creates an Account, or otherwise uses the Application on behalf of another individual, including a family member, ward, or client, the Client represents and warrants that they have lawful authority to act for that individual, to provide the information submitted, and to consent on that individual’s behalf to the collection, use, disclosure, and processing of such information in accordance with these Terms and the BedMatch Privacy Policy; (g) where the information submitted includes personally identifiable information (“PII”) or protected health information (“PHI”), the Client represents and warrants that such information is accurate, provided voluntarily, and limited to what is reasonably necessary for care-matching purposes; (h) the Client has obtained all necessary consents, authorizations, or legal permissions required under applicable privacy, health, or guardianship laws before uploading, transmitting, or disclosing any PII or PHI through the Application; and (i) the Client will not submit or upload any medical records, documents, or other content that they are not legally authorized to disclose, and will indemnify and hold harmless BedMatch from any claims, damages, or liabilities arising from a breach of this representation.
iii. Third-Party Payment Processing. The processing of payments made on the Application is handled by a third-party, including, but not limited to Stripe, Inc. Said third-party payment processor may have its own terms of service or other agreements with which you must agree before making payment online and/or may be agreeing to tacitly by making and/or receiving payment online. By accepting these Terms, you specifically agree that the processing of payments is handled by a third-party other than BedMatch and is subject to the Indemnifications and Limitation of Liability reflected below.
E. Provider Account(s). Through the Application, a User may register as a Provider to access and use certain features of the BedMatch Service for the purpose of creating, listing, offering, managing, and/or organizing information related to its Provider Location(s), Care Services, and/or Referral Agents posted to the Application.
i. Provider Access. Providers may, through their Account, post, offer, and otherwise publish information relating to their Provider Locations, Care Services, messages, and/or Referral Agents. Clients on BedMatch are independent users and are not under the direction or control of BedMatch. Each Provider determines, in its sole discretion, whether to provide Care Services to any Client. Providers acknowledge and agree that BedMatch does not employ, recommend, verify, or endorse Clients and, to the maximum extent permitted by applicable law, shall not be responsible or liable for the conduct, performance, or decisions of Clients, or other Users, whether online or offline. BedMatch may facilitate Provider Verifications or other credentialing checks through third-party services, including verification of licensing, insurance, or ownership, but—except where explicitly specified in the BedMatch Service—is not obligated to conduct additional screening of Users.
Providers are urged to exercise independent judgment when engaging with Clients, or Referral Agents through the BedMatch Service. Each Provider is solely responsible for all decisions affecting its operations, personnel, and Provider Locations.
a. Provider Access Suspension or Termination. BedMatch may suspend or terminate a Provider’s access to the BedMatch Services immediately, with or without notice, if:
(a) the Provider’s license, certification, or other required authorization expires, lapses, is suspended, or is revoked;
(b) the Provider becomes the subject of any substantiated investigation, finding, or complaint involving abuse, neglect, exploitation, or other resident-safety concerns;
(c) BedMatch reasonably believes the Provider presents a risk to Clients, or other Users of the BedMatch Services;
(d) BedMatch reasonably believes the Provider is violating, or has violated, any applicable health, safety, privacy, or data-protection law; or
(e) the Provider submits false, misleading, or incomplete regulatory, licensing, or
compliance information to the BedMatch Services.
ii. Provider Representations and Warranties. By registering a Provider Account and posting Provider Locations, Care Services, or related information, each Provider represents and warrants—in addition to all other representations and warranties contained in these Terms—that, at the time of registration and throughout the duration of its Account: (a) the individual establishing or managing the Account has full legal authority to act for and bind the Provider pursuant to applicable organizational documents or governing law; (b) the Provider is, and shall remain, duly licensed, accredited, and authorized under applicable state and federal law to provide the Care Services described in its listings; (c) the Provider maintains, and shall continue to maintain, all required insurance coverage, including general liability and professional liability, in amounts consistent with industry standards and state requirements; (d) any personal, medical, or health-related information received from Clients through the Application shall be collected, stored, and used in compliance with all applicable privacy, data-protection, and health-information laws, including, where applicable, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”); (e) the Provider will access, process, and store any PII or PHI obtained through the BedMatch Service only for legitimate operational purposes related to evaluating or providing Care Services, and will not disclose such information except as authorized or required by law; (f) the Provider will abide by any Provider Guidelines it posts on the Application and by any additional community or conduct standards published by BedMatch; and (g) the Provider shall be solely responsible for the payment of all taxes, fees, or assessments levied on its operations, Accounts, or transactions conducted through the BedMatch Service, and shall indemnify BedMatch for any liability arising from the Provider’s failure to do so. BedMatch does not provide medical advice, clinical evaluations, or healthcare services.
iii.Provider Guidelines. Prior to posting any Provider Location on BedMatch, each Provider may publish its Provider Guidelines, rules, or policies governing Client conduct, admission standards, visitation, or other operational matters. Such Provider Guidelines will be displayed on the relevant Provider Location page and must comply with applicable laws and these Terms.
iii. Third-Party Payment Processing. The processing of payments made on the Application is handled by a third-party, including, but not limited to Stripe, Inc. Said third-party payment processor may have its own terms of service or other agreements with which you must agree before making payment online and/or may be agreeing to tacitly by making and/or receiving payment online. By accepting
these Terms, you specifically agree that the processing of payments is handled by a third-party other than BedMatch and is subject to the Indemnifications and Limitation of Liability reflected below.
IV. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER SHALL DEFEND, INDEMNIFY AND HOLD BEDMATCH (ITS OFFICERS, AGENTS, AFFILIATES, EMPLOYEES, SUBSIDIARIES, SUCCESSORS AND PREDECESSORS) HARMLESS FROM ANY AND ALL CLAIMS BY THIRD PARTIES, CLIENTS, REFERRAL AGENTS OR USERS, AND ALL CLAIMS, SUITS, DEMANDS, SUBROGATION CLAIMS BY PROVIDER’S INSURERS, CAUSES OF ACTION, CONTROVERSY, LIABILITIES, FINES, REGULATORY ACTIONS, SEIZURES OF PRODUCTS, LOSSES, COSTS, EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS’ FEES, EXPERT WITNESS EXPENSES AND LITIGATION EXPENSES) (“CLAIM”), ARISING FROM OR IN CONNECTION WITH ANY CLAIM ASSERTED AGAINST BEDMATCH INCLUDING WITHOUT LIMITATION FOR ANY DAMAGE, PROPERTY DAMAGES, CLAIMS OF NEGLIGENCE, PRODUCT DEFECTS OR NON-CONFORMITIES, ENVIRONMENTAL LIABILITY, INJURY, PERSONAL INJURY, DEATH, LOSS, PROPERTY DAMAGE, DIMINUTION IN VALUE, DELAY OR ANY OTHER CLAIM, WHETHER IN TORT, STRICT TORT, WARRANTY, CONTRACT, BY STATUTE OR OTHERWISE, RELATING TO THESE TERMS OR THE BREACH THEREOF, THE BUSINESS RELATIONSHIP BETWEEN THE PARTIES, THE SERVICES PROVIDED HEREUNDER, ANY PROPERTY DAMAGE, INJURY, ILLNESS, OR DEATH OCCURRING AT OR CONNECTED TO A PROVIDER LOCATION; OR ANY MISUSE, DISCLOSURE, OR UNAUTHORIZED ACCESS TO PII OR PHI BY THE PROVIDER OR ITS PERSONNEL, OR OTHERWISE. UPON WRITTEN DEMAND FOR INDEMNIFICATION HEREUNDER, PROVIDER WILL, WITHIN THIRTY (30) DAYS OF SAID DEMAND, SELECT COUNSEL ACCEPTABLE TO BEDMATCH AND SHALL DEFEND, INDEMNIFY AND HOLD BEDMATCH HARMLESS FROM AND AGAINST ANY CLAIMS PURSUANT TO THIS SECTION. BEDMATCH DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL EVALUATIONS, OR HEALTHCARE SERVICES.
G. Referral Agent Account(s). Through the Application, a User may eventually be able to register as a Referral Agent to access and use certain features of the BedMatch Service for the purpose of assisting Clients in identifying, evaluating, or securing placement opportunities with Providers listed on the Application. Referral Agents may include case managers, placement professionals, social workers, health-care providers, legal or financial advisors, and other authorized representatives acting on behalf of a Client.
i. Referral Agent Access. Referral Agents may, through their Account, create, manage, and submit resident profiles, conduct searches, and view or share Provider information solely for the purpose of facilitating placement inquiries and referrals.
Referral Agents are independent users and are not employees, representatives, or agents of BedMatch. Referral Agents acknowledge and agree that BedMatch does not employ, endorse, or guarantee the performance or compliance of any Provider, Referral Agent, or other User. BedMatch is not responsible for the accuracy or completeness of any information submitted or accessed through the Application, and assumes no liability for the conduct or performance of any Provider, Referral Agent, or Client, whether online or offline. Referral Agents shall use independent judgment in advising Clients and are solely responsible for ensuring that any referral or communication complies with applicable state and federal laws, including those governing patient privacy, marketing, and referral compensation.
ii. Referral Agent Representations and Warranties. By registering a Referral Agent Account and using the Application, each Referral Agent represents and warrants—in addition to all other representations and warranties contained in these Terms—that: (a) the Referral Agent has obtained and will maintain all licenses, certifications, and professional authorizations required by law to perform referral, placement, or advisory services; (b) the Referral Agent has lawful authority and documented consent from each Client on whose behalf information is submitted or a placement is sought, and such consent authorizes the collection, use, disclosure, and processing of personal or medical data through the Application as described in these Terms and the BedMatch Privacy Policy; (c) any PII or PHI submitted to the Application is accurate, provided voluntarily, and limited to what is reasonably necessary for placement-related communications and referrals; (d) the Referral Agent will access, transmit, and store any PII or PHI only for the limited purpose of facilitating a lawful referral or placement and will not copy, resell, export, or otherwise use such data for marketing or commercial purposes outside the BedMatch Service; (e) the Referral Agent shall comply with all applicable privacy, data-protection, and health-information laws, including HIPAA, and any related regulations governing data security, breach notification, and confidentiality; and (f) the Referral Agent shall maintain appropriate administrative, technical, and physical safeguards to protect PII and PHI accessed through the BedMatch Service against unauthorized access, disclosure, or misuse.BedMatch does not provide medical advice, clinical evaluations, or healthcare services.
iii. Referral Fee and Regulatory Disclaimer. Nothing in these Terms shall be construed to permit any fee, commission, rebate, or other compensation arrangement between Referral Agents and Providers that would violate applicable anti-kickback, fee-splitting, or patient-referral laws. Referral Agents are solely responsible for ensuring compliance with all such laws and for maintaining all required documentation of consent and disclosure when engaging in referral activity.
iv. Third-Party Payment Processing. The processing of payments made on the Application is handled by a third-party, including, but not limited to Stripe, Inc. Said third-party payment processor may have its own terms of service or other agreements with which you must agree before making payment online and/or may be agreeing to tacitly by making and/or receiving payment online. By accepting
these Terms, you specifically agree that the processing of payments is handled by a third-party other than BedMatch and is subject to the Indemnifications and Limitation of Liability reflected below.
V. TO THE FULLEST EXTENT PERMITTED BY LAW, REFERRAL AGENT SHALL DEFEND, INDEMNIFY AND HOLD BEDMATCH (ITS OFFICERS, AGENTS, AFFILIATES, EMPLOYEES, SUBSIDIARIES, SUCCESSORS AND PREDECESSORS) HARMLESS FROM ANY AND ALL CLAIMS BY THIRD PARTIES, CLIENTS, REFERRAL AGENTS OR USERS, AND ALL CLAIMS, SUITS, DEMANDS, SUBROGATION CLAIMS BY PROVIDER’S INSURERS, CAUSES OF ACTION, CONTROVERSY, LIABILITIES, FINES, REGULATORY ACTIONS, SEIZURES OF PRODUCTS, LOSSES, COSTS, EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS’ FEES, EXPERT WITNESS EXPENSES AND LITIGATION EXPENSES) (“CLAIM”), ARISING FROM OR IN CONNECTION WITH (A) ANY BREACH OF THESE TERMS OR VIOLATION OF APPLICABLE LAW BY THE REFERRAL AGENT; (B) ANY UNAUTHORIZED DISCLOSURE, MISUSE, OR PROCESSING OF PII OR PHI; (C) ANY MISREPRESENTATION MADE BY THE REFERRAL AGENT REGARDING AUTHORITY TO ACT ON BEHALF OF A CLIENT; OR (D) ANY CLAIM THAT A REFERRAL AGENT’S CONDUCT VIOLATES STATE OR FEDERAL REFERRAL, MARKETING, OR ANTI KICKBACK LAWS. UPON WRITTEN DEMAND FOR INDEMNIFICATION HEREUNDER, PROVIDER WILL, WITHIN THIRTY (30) DAYS OF SAID DEMAND, SELECT COUNSEL ACCEPTABLE TO BEDMATCH AND SHALL DEFEND, INDEMNIFY AND HOLD BEDMATCH HARMLESS FROM AND AGAINST ANY CLAIMS PURSUANT TO THIS SECTION.
G. Provider Location Tours. The BedMatch Service may allow Clients and Providers to schedule, modify, or cancel tours of Provider Locations through the Application. BedMatch acts solely as a technological intermediary to facilitate such scheduling and does not own, operate, or manage any Provider or Provider Location. BedMatch is not responsible for confirming the accuracy of tour details, availability, or the conduct of any User during an inperson or virtual tour. Each Provider is solely responsible for maintaining accurate tour information and for complying with all applicable health, safety, and privacy regulations during any visit. Clients and their guests participate in Provider tours at their own risk, and BedMatch disclaims any liability arising from or related to such visits, whether in person or virtual.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 RIGHTS TO THE APPLICATION.
You acknowledge and agree that the Application, and all copyrights, patents, trademarks, trade secrets, Net Promoter Score, Composite Score, and other intellectual property rights associated therewith are, and shall remain, the property of the Company, and that the content, and all functionality related incidentally and/or indirectly thereto, and any derivative works or enhancements of the same, including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features shall remain the property of the Company, its affiliates, a Platform, Vendors, or other Users in the case of User Generated Content, as the case may be. Except for the limited use rights granted to You in this Agreement, you shall not acquire any right, title, or interest in the Application, including intellectual property rights, and that no such rights, title, or interest shall be derived by you in or to the Application by implication, estoppel, or any other legal theory. Any rights not specifically set forth herein are expressly reserved by the Company.
5.2 THIRD-PARTY SOFTWARE.
The Application may utilize or include third-party software that is subject to open source and third-party license terms (“Third-Party Software”) and/or other functionalities, including APIs such as, but not limited to, Stripe, Google Maps, Google Places, Twilio, Google Cloud Platform, OAuth, Google Analytics, and future health-care licensing or credential verification APIs. You acknowledge and agree that Your right to use such Third-Party Software as part of the Application is subject to, and governed by, the terms and conditions of the open source or third-party license Applicable to such Third-Party Software, including, without limitation, any applicable acknowledgments, license terms and disclaimers contained therein. In the event of a conflict between These Terms and the terms of such open source or third-party licenses, the terms of the open source or third-party licenses shall control with regard to Your use of the relevant Third-Party Software, but in no way shall be applicable to the balance of the Application not so thereby governed. In no event, shall the Application or components thereof be deemed to be “open source” or “publicly available” software as those terms may be in common usage in similar scenarios.
5.3 THIRD-PARTY PAYMENT PROCESSING.
The processing of payments made on the Application may be handled by a third-party. Said third-party payment processor may have its own terms of service or other agreements with which you must agree before making payment online and/or may be agreeing to tacitly by making and/or receiving payment online. By accepting These Terms, you specifically agree that the processing of payments is handled by a third-party other than the Company and is subject to the Indemnifications and Limitation of Liability reflected below.
5.4 COMPANY’S MARKS.
You are not authorized to use the Company trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of Company, which may be withheld for any or no reason.
5.5 INFRINGEMENT ACKNOWLEDGEMENT.
You and Company acknowledge and agree that, in the event of a third-party claim that the Application or Your possession or use of the Application infringes any third-party’s intellectual property and/or any other rights, You (and not Company nor a Platform) will be responsible for the investigation, defense, settlement, and/or discharge of any such claim of intellectual property infringement. A Platform shall expressly be waived hereby of any and all such liability. You will, however, promptly notify the Company in writing of such a claim.
6. SERVICES AND ACCOUNT.
The Company makes publicly accessible the Application provided, developed, operated, and/or maintained by the Company, and accessible via designated platform, to which you are being granted access under These Terms. You may be required to establish an account, for which access may or may not be granted via ancillary online or offline products and services as specifically related to the Application. Any access to said account or other services provided on any device other than the device for which the Application is intended, including, but not limited to the Application, shall not in any way be guaranteed. No rights shall be given to You in furtherance of These Terms to such ancillary products or services, and the terms of These Terms shall be the full extent of the Agreement between You and the Company. Such ancillary products and services are solely for Your convenience, and You do not gain any additional rights, or remedies thereby. The Company may, in its sole discretion, and without notice whatsoever, discontinue, alter, or change in whole or in part said ancillary services or products.
7. RESTRICTION ON TRANSFER.
You may not rent, lease, lend, sublicense or transfer the Application, Account, These Terms, or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect, and the Company expressly reserves all rights that it may have hereunder or otherwise.
8. USE OF INFORMATION.
8.1 CONSENT TO USE INFORMATION.
You hereby authorize and consent to the collection, storage and use, by the Company and its affiliates, partners and agents, including a Platform and the Company’s Vendors, of any information and data related to or derived from Your use of the Application, and any information or data that You provide to Company and its affiliates, partners and licensors, including a Platform and the Company’s Vendors (“Information”). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information and data, in an aggregate (not user level) form: activity on the Application, engagement with particular Features, search requests, search results, patterns, data and suggestions based on user actions. This section does not apply to PHI/PII submitted through the BedMatch Services for matching or communication purposes. PHI/PII is handled exclusively under the PHI/PII section of these Terms and the BedMatch Privacy Policy. The Company will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such Information. The Company may use your personal information to contact you directly with prospective transactions if the Company believes it may be in possession of information about prospective deals that may be of interest to you. BEDMATCH DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL ASSESSMENTS, DIAGNOSES, OR RECOMMENDATIONS REGARDING CARE APPROPRIATENESS. BEDMATCH IS NOT A HEALTHCARE PROVIDER.
8.2 PRIVACY POLICY.
You represent that You shall comply with the terms and conditions of the Company Privacy Policy, which sets forth and describes the practices of Company with respect to the collection, use and disclosure of Information in connection with Your use of the Application. Company reserves the right to change the provisions of its Privacy Policy at any time and from time to time at its sole discretion. Company will post any changes to its Privacy Policy or make them available via this Application. Your use of the Application following the posting of such changes to the Privacy Policy will constitute Your acceptance of any such changes.
9. USER-GENERATED CONTENT.
The Company may now, or in the future, permit registered Users to post, upload, transmit through, or otherwise make available on the Application (collectively, “Submit”) User-Generated Content. User- Generated Content excludes “personally identifiable information” and “protected health information.” Users may submit PHI/PII through the BedMatch Services as reasonably necessary to create Client Profiles, to complete matching functions, or to communicate with Providers. BedMatch will access, use, and disclose PHI/PII only as necessary to deliver the BedMatch Services and only as permitted by HIPAA and other applicable privacy laws. PHI/PII will not be displayed publicly or treated as UserGenerated Content. Additional disclosures regarding our handling of PHI/PII are contained in the BedMatch Privacy Policy, which is incorporated by reference. Subject to the rights and license You grant herein, You retain all right, title and interest in your User-Generated Content. By Submitting User Generated Content to the Company, You grant to the Company a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license of the maximum term permitted by law to copy, access, prepare derivative works of, remove, retain, process, analyze, display, upload, perform, distribute, store, modify and otherwise use without limitation the User-Generated Content in any manner as within the Company’s, including its successors’ in interest, sole discretion This license applies only to User-Generated Content as defined herein. It does not apply to PHI/PII, which is excluded from the User-Generated Content license and handled exclusively under HIPAA, applicable privacy laws, and the BedMatch Privacy Policy. The Company cannot guarantee any confidentiality with respect to User Generated Content and the Company specifically reserves the express right to monitor User-Generated Content as it sees fit—even where such information has not been made public and is under a registered account. The Company reserves the right to utilize User Generated Content for promotional or other purposes as reflected in our Privacy Policy. Otherwise, it is solely Your responsibility to monitor and protect any intellectual property rights that you may have in Your User-Generated Content, and we do not accept any responsibility for same. You agree that the Company has no such responsibility. You are responsible to comply with all terms and conditions applicable to Your User-Generated Content.
Users do not grant BedMatch any broad license to PHI or other sensitive personal information. PHI/PII is not subject to the User-Generated Content license. BedMatch will not copy, publish, display, distribute, or create derivative works from PHI/PII except as required to operate the BedMatch Services or as permitted by HIPAA and applicable law. PHI/PII will not be sold, shared for marketing purposes, publicly posted, or used to create promotional materials. BedMatch will implement reasonable and appropriate administrative, physical, and technical safeguards designed to protect PHI/PII in accordance with the HIPAA Security Rule and other applicable privacy laws. BedMatch will provide breach notifications to affected Users and, where required, to Providers or governmental authorities, in a manner consistent with applicable law.
These obligations do not expand BedMatch’s liability beyond what is required under HIPAA or under this Agreement. BedMatch’s responsibilities for safeguarding PHI/PII and providing breach notifications are limited to the duties expressly imposed by applicable law and this Agreement, and no additional warranties or guarantees are created by this provision.
You shall not submit any User-Generated Content that is not Yours and is protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other Third-Party right without the express permission of the owner of the respective right. YOU, AND NOT THE COMPANY OR ANY PLATFORM, ARE SOLELY LIABLE FOR ANY DAMAGE RESULTING FROM YOUR FAILURE, WHETHER INTENTIONAL OR NOT, TO OBTAIN SUCH PERMISSION OR FROM ANY OTHER HARM RESULTING FROM USER GENERATED CONTENT THAT YOU SUBMIT. BEDMATCH DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL ASSESSMENTS, DIAGNOSES, OR RECOMMENDATIONS REGARDING CARE APPROPRIATENESS. BEDMATCH IS NOT A HEALTHCARE PROVIDER.
You represent, warrant, and covenant that you will not submit any User-Generated Content that:
i. Constitutes Hate Speech. The User shall not submit any review containing language that is discriminatory, hateful, threatening, or harassing toward any person or group, whether explicitly or implicitly.
ii. Focuses on individuals. The User shall ensure that all reviews address organizations such as Provider(s), Provider Locations and/or Referral agent(s) as a whole, and not specific individuals by name or in any way that would reasonably identify them.
iii. Fails to Speak from Direct Experience. The User shall base all reviews on their own firsthand experiences, observations, or interactions, and shall not rely on hearsay, speculation, or unverifiable information.
iv. Fails to Exercise Responsibility. The User shall recognize the potential impact of their reviews on the Provider and shall take care to provide accurate, balanced, and constructive information about the management, operations, and governance of the relevant organization.
v. Violates or infringes in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property, personal, contractual, proprietary or other third-party right of any person or
entity;
vi. Encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law;
vii. Contains a formula, instruction, or advice that could cause harm or injury;
viii. The licensed use by the Company hereunder would result in us having any obligation or liability to any party;
ix. Is intentionally misleading or fraudulent; or
x.Violates any of the exclusions to use set forth herein.
Any conduct by a User that in our sole discretion restricts or inhibits any other User from using or enjoying the Application will not be permitted.
THE COMPANY RESERVES THE RIGHT TO DELETE, DISABLE OR OTHERWISE ELIMINATE FROM THE APPLICATION ANY USER GENERATED CONTENT THAT THE COMPANY DEEMS VIOLATIVE OF THESE TERMS AND/OR ANY RULE OF LAW, REGULATION OR PROTOCOL,
IN ITS SOLE DISCRETION.
The Company has the right, but not the obligation, to monitor all User-Generated Content. The Company has no obligation to post, maintain or otherwise make use of User-Generated Content and does not guarantee distribution of User-Generated Content. The Company may discontinue operation of the Application and/or User Generated Content, or Your use of the Application and/or User Generated Content, in either case in whole or in part, in its sole discretion. You have no right to maintain or access your User Generated Content on the Application and the Company has no obligation to return your UserGenerated Content or otherwise make it available to You.
Dispute Resolution. We have the right, but not the obligation, to monitor all User Content. We have no obligation to post, maintain or otherwise make use of User Content and do not guarantee distribution of User Content. We may discontinue operation of the Application, or your use of the Application, in either case in whole or in part, in our sole discretion. You have no right to maintain or access your User Content on the Application and we have no obligation to return your User Content or otherwise make it available to you.
Reviews. The BedMatch Service may provide the ability to leave public and/or private reviews of Providers, Care Services and/or Referral Agents. You acknowledge that even private reviews may be shared with third parties in accordance with applicable law and our Privacy Statement and that BedMatch has no obligation to preserve or indefinitely store any reviews. We have no obligation to provide you with the content of any reviews about you submitted by other users of the BedMatch Service, whether before or after deactivation of your account for the BedMatch Service. We will have no liability to you for any deletion, disclosure, loss or modification of these reviews. We reserve the right to screen, edit or remove these reviews from the BedMatch Service at any time.
A. Flagging Allegedly Violative Reviews. From time to time, a User may encounter a review that the User perceives as a breach of these Terms. This provision establishes BedMatch protocol with respect to flagging and then adjudicating such an alleged breach:
i. Any User may flag any review that it believes in good faith to be in violation of these Terms;
ii. Upon triggering of the flag, the reporting User must indicate the basis for the flag, from among the following bases:
- Apparently defamatory
- Obsessive profanity
- Falsehoods expressed
- Lewd photos or content present
- Violates on the of the bases in Section 8, above
- Other _
iii. Upon submission of the foregoing, BedMatch shall be alerted by
email;
iv. BedMatch shall review the flagged submission in a commercially
reasonable timeframe and render a determination on the status of the review in question;
v. Upon conclusion of any investigation and adjudication of the review at issue, BedMatch’s determination shall be forwarded by email to the User that submitted the flag;
vi. BedMatch’s decision is final; and
vii. BY FLAGGING A REVIEW AND SUBMITTING A COMPLAINT TO BEDMATCH VIA THIS PROCEDURE YOU ARE AGREEING TO INDEMNIFY AND HOLD BEDMATCH HARMLESS FOR ANY ALLEGED DAMAGES AND/OR CLAIMS ARISING FROM THE ALLEGED BREACH, BEDMATCH’S DETERMINATION AND/OR THE FLAGGED REVIEW. BY FLAGGING A REVIEW, YOU ARE ASSENTING TO BEDMATCH’S DETERMINATIVE PROCESS AND TO BE BOUND BY THE OUTCOME THEREOF. YOU AGREE THAT BEDMATCH’S DETERMINATION IS THE SOLE REMEDY AND BINDING AND RELEASES, WAIVES, AND HOLDS HARMLESS BEDMATCH FOR REVIEW AND/OR ALLEGED DAMAGES ARISING THEREFROM.
9.1 DIGITAL COMMUNICATION.
THE COMPANY IS NOT RESPONSIBLE FOR COMMUNICATION INITIATED BY USERS– REGARDLESS OF THE CAPACITY IN WHICH THEY COMMUNICATE THROUGH THE APPLICATION AND/OR APPLICATION.
The rights granted by You hereunder may not be terminated, revoked or rescinded and are not subject to reversion. If You become aware that User-Generated Content You have submitted includes any material for which You lack the unrestricted right to grant us the rights set forth above without obligations or liability to any party, You agree to promptly provide us with detailed written notice thereof to BedMatch Pro, LLC, ATTN: LEGAL, admin@bedmatch.health.
The Company strives to keep User-Generated Content secure but cannot guarantee that it will be successful at doing so, given the nature of the Internet. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection, and backup of User-Generated Content. The Company strongly encourages You, where available and Appropriate, to: (a) use encryption technology to protect User-Generated Content from unauthorized access; (b) routinely archive User-Generated Content; (c) keep Your password and access details secure; and (d) keep Your User-Generated Content or any software that you use or run with the Application current with the latest security patches or updates. WE SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS OR USE, CORRUPTION, DELETION, DESTRUCTION, OR LOSS OF ANY ACCOUNT AND/OR USERGENERATED CONTENT.
In the event you elect, in connection with the Application to communicate to the Company suggestions for improvements to the Application, or to any other property of the Company, intellectual or otherwise (collectively, “Feedback”), the Company shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and the Company shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title, and interest in and to the Feedback to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback.
In keeping with our efforts to maintain Your privacy, the Company will not disclose User-Generated Content to any governmental agency, body and/or department unless lawfully sought by presentation to us of a valid Subpoena, warrant or other such document.
10. Release.
If your name, voice, image, persona, likeness, or performance is included in any of Your Content, you hereby waive, and release BedMatch and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of Your Content in accordance with the license in Section 7.2 and the other provisions of these Terms.
11. THIRD-PARTY CONTENT AND SERVICES.
11.1 GENERAL.
You acknowledge that the Application may now or in the future permit access to products, services, Applications, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content partners, marketing agents, vendors, and other third parties, including in the form of “Ads” and/or APIs offered by such parties or other related vendors (“Third-Party Content and Services”), which may or may not include a Platform, and/or the Vendors.
11.2 DISCLAIMER.
YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT INVESTIGATE, MONITOR, REPRESENT OR ENDORSE THE THIRD-PARTY CONTENT AND SERVICES (INCLUDING ANY THIRD-PARTY APPLICATIONS, OR OTHER SERVICES, AVAILABLE THROUGH THE APPLICATION). FURTHERMORE, YOUR ACCESS TO AND USE OF THE THIRDPARTY CONTENT AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK, AND COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS, INCLUDING A PLATFORM, SHALL HAVE NO LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE THIRD-PARTY CONTENT AND SERVICES. THE COMPANY HEREBY DISCLAIMS ANY REPRESENTATION, WARRANTY, OR GUARANTY REGARDING THE THIRD-PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF HABITABILITY 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 CONTENT AND SERVICES.
11.3 THIRD-PARTY TERMS OF SERVICE/OTHER AGREEMENT(S).
You acknowledge and agree that Your access to and use of the Third-Party Content and Services and any correspondence or business dealings between You and any Third-Party located using the Application are governed by and require Your acceptance of the terms of service of such Third- Party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein, and that the Company and a Platform are not a party or in any way bound by the same, nor does the Company nor a Platform bear any responsibility or liability related thereto. Furthermore, You acknowledge and agree that the Third Party Content and Services and any related third-party terms of service are subject to change by the Applicable Third-Party at its sole discretion and without any notice. You assume all risks arising out of or resulting from your transaction of business over the Internet and with any Third-Party, and you agree that Company and its affiliates, partners, suppliers and licensors, including, but not limited to a Platform and the Vendors, are not responsible or liable for any loss or result of the presence of information about or links to such advertisers or service providers. Furthermore, You acknowledge and agree that You are not being granted a license to: (i) the Third-Party Content and Services; (ii) any products, services, processes or technology described in or offered by the Third-Party Content and Services; or (iii) any copyright, trademark, patent or other intellectual property right in the Third-Party Content or Services or any products, services, processes or technology described or offered therein.
11.4 RELIANCE ON INFORMATION.
IN ALL INSTANCES, IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, TIMELINESS, COMPLETENESS, OR USEFULNESS OF THE APPLICATION, INFORMATION STORED ON OR ACCESSIBLE BY THE APPLICATION, AND THIRDPARTY CONTENT AND SERVICES. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR A PLATFORM BE LIABLE FOR ANY LOSS, CLAIM, OR DAMAGE CAUSED BY YOUR RELIANCE OF THE APPLICATION, INFORMATION STORED ON OR ACCESSIBLE BY THE APPLICATION, AND THIRD-PARTY CONTENT AND SERVICES.
11.5 ENDORSEMENTS.
You acknowledge and agree that the provision of access to any Third-Party Content and Service shall not constitute or imply any endorsement by the Company or its affiliates, including a Platform, of such Third-Party Content and Services. The Company reserves the right to restrict or deny access to any Third-Party Content and Services otherwise accessible through the Application, although the Company has no obligation to restrict or deny access even if requested by You. The Company does not, nor shall any actions hereinafter taken, except for any written material that expressly waives this provision executed by the Company, endorse, warrant, or guarantee, nor shall the Company be responsible in any way for, the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement made on the Application by anyone other than authorized employees of the Company, or spokespersons acting in their official capacities with actual agency authority.
11.6 INAPPROPRIATE MATERIALS.
You understand that by accessing and using the Third-Party Content and Services that You may encounter information, materials and subject matter: (i) that You or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language; and (iii) that automatically and unintentionally appears in search results, as a link or reference to objectionable material. Notwithstanding the foregoing, You agree to use the Third Party Content and Services at Your sole risk and that the Company and its affiliates, partners, suppliers, and licensors shall have no liability to You for information, material, or subject matter that is found to be offensive, indecent, or objectionable.
11.7 USE OF THIRD-PARTY CONTENT AND SERVICES.
You agree that the Third-Party Content and Services contain proprietary information and material that is owned by Company and its affiliates, partners, suppliers and licensors and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Third-Party Content and Services. No portion of the Third-Party Content and Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Third-Party Content and Services, in any manner, and You shall not exploit the Third-Party Content and Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. You agree that You will not use any Third-Party Content and Services in a manner that would infringe or violate the rights of any other party, and that Company is not in any way responsible for any such use by You.
12. USER LIABILITY.
12.1 LIABILITY OF USERS.
YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL COMPLAINTS, CLAIMS, CAUSES OF ACTION, AND/OR LAWSUITS BY ANYONE CAUSED BY OR ARISING OUT OF YOUR BREACH OF THESE TERMS AND/OR YOUR USE OF THE APPLICATION AND/OR USERGENERATED CONTENT. YOU SHALL INDEMNIFY, DEFEND, REIMBURSE, AND HOLD HARMLESS THE COMPANY AND A PLATFORM FOR ANY AND ALL SUCH LIABILITY TO THE EXTENT PERMITTED BY LAW AND IN ACCORDANCE WITH THESE TERMS.
12.2 ACTIONS BY THE COMPANY.
If the Company has reason to believe that You have engaged in any activities restricted by this Agreement, or any activities similar to the spirit and intent of such restrictions, or are in derogation of any responsibilities that You may have hereunder, then the Company may take various actions to protect the Company, other Users, a Platform, and other third-parties’ claims, fees, fines, penalties, and any other liability. The actions the Company may take include, but are not limited to the following, and the Company does not hereby waive any other rights or remedies it may have:
i. The Company may terminate, close, suspend, or limit Your access to you’re the Application or Account in whole or in part;
ii. The Company may contact Third-Parties, Your bank or credit card issuer, other Users, and/or law enforcement, as deemed appropriate in the Company’s sole discretion;
iii. The Company may, without notice to You, update inaccurate information You provided;
iv. The Company may refuse to provide an account, access to the Application, or Account or any other Application or services to You in the future; and/or
v. The Company may take legal action against you.
12.3 ACTIONS BY OTHER THIRD-PARTIES.
YOU ARE RESPONSIBLE FOR THIRD-PARTY COMPLAINTS CAUSED BY OR ARISING OUT OF YOUR BREACH OF THESE TERMS, AS SET FORTH HEREIN, AND/OR YOUR USE OF THE APPLICATION AND/OR USER-GENERATED CONTENT. YOU AGREE TO INDEMNIFY, REIMBURSE, DEFEND, HOLD HARMLESS THE COMPANY AND A PLATFORM FOR ANY AND ALL SUCH LIABILITY.
13. COMPATIBILITY.
Company does not warrant that the Application will be compatible or interoperable with Your Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Device. FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH OR FAI COMPLETELY, AND MAY RESULT IN PERMANENT THE DAMAGE TO YOUR DEVICE, LOSS OF THE DATA LOCATED ON YOUR DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR DEVICE. YOU ACKNOWLEDGE AND AGREE THAT COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS.
14. PRODUCT CLAIMS.
YOU ACKNOWLEDGE THAT YOU (NOT COMPANY OR A PLATFORM) ARE RESPONSIBLE FOR ADDRESSING ANY THIRD-PARTY CLAIMS RELATING TO YOUR USE OR POSSESSION OF THE APPLICATION, AND AGREE TO NOTIFY THE COMPANY OF ANY THIRD-PARTY
CLAIMS RELATING TO THE APPLICATION OF WHICH YOU BECOME AWARE. FURTHERMORE, YOU HEREBY RELEASE THE COMPANY AND A PLATFORM FROM ANY LIABILITY RESULTING FROM YOUR USE OR POSSESSION OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (I) ANY PRODUCT LIABILITY CLAIMS; (II) ANY CLAIM THAT THE APPLICATION FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (III) ANY CLAIM ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.
15. RELEASE AND INDEMNIFICATION.
YOU AGREE TO RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY, AND ITS EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, ATTORNEYS, SUBSIDIARIES, AND THEIR RELATED COMPANIES, INCLUDING ANY PLATFORM, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS, COSTS AND EXPENSES (INCLUDING ACTUAL ATTORNEYS’ FEES AND COSTS INCURRED) ARISING OUT OF, RELATED TO, OR THAT MAY ARISE IN CONNECTION WITH:
i. ANY CLAIM(S) WHATSOEVER THAT YOUR PARTICIPATION ON THE APPLICATION RESULTED IN DAMAGES OF ANY KIND;
ii. YOUR ACCESS TO OR USE OF THE APPLICATION AND/OR ACCOUNT AND/OR YOUR RELIANCE ON ANY INFORMATION REFLECTED THEREIN;
iii. USER-GENERATED CONTENT PROVIDED BY YOU OR THROUGH USE OF YOUR ACCOUNT AND/OR ACCOUNT, THAT INTERACTS WITH THE APPLICATION’S DATABASES;
iv. ANY ACTUAL OR ALLEGED VIOLATION OR BREACH BY YOU OF THIS AGREEMENT;
v. ANY ACTUAL OR ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT THAT YOU HAVE MADE TO THE COMPANY;
vi. YOUR ACTS OR OMISSIONS;
vii. LOSS OF OR DAMAGE TO USER-GENERATED CONTENT FOR ANY REASON.
YOU AGREE TO COOPERATE FULLY WITH THE COMPANY AND ANY PLATFORM IN THE DEFENSE OF ANY CLAIM THAT IS THE SUBJECT OF YOUR OBLIGATIONS HEREUNDER, AND YOU HEREBY ACCEPT THE PROVISIONS OF THESE TERMS IN FULL, INCLUDING SPECIFICALLY YOUR AGREEMENTS IN SECTION 17 REGARDING SELECTION OF COUNSEL.
16. DISCLAIMERS.
IN ADDITION TO THE INITIAL DISCLAIMER YOU EXPRESSLY AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION AND ANY SERVICES OR CONTENT RELATED THERETO, INCLUDING THIRD-PARTY CONTENT AND SERVICES, AND USER-GENERATED CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING ANY:
i. WARRANTIES THAT ANY USER-GENERATED CONTENT WILL PROVIDE ANYTHING OTHER THAN ILLUSTRATIVE INFORMATION, OR PROVIDE ACCURATE, ACTIONABLE INFORMATION ON WHICH YOU CAN RELY IN ANY CIRCUMSTANCE;
ii. WARRANTIES THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS;
iii. WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE APPLICATION, AND ANY SERVICES OR CONTENT RELATED THERETO, INCLUDING THIRD-PARTY CONTENT AND SERVICES, AND USER-GENERATED CONTENT;
iv. WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE;
v. WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR APPLICATION OR ACCESSED THROUGH THE APPLICATION;
vi. WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION;
vii. WARRANTIES THAT YOUR USE OF THE APPLICATION WILL BE SECURE OR UNINTERRUPTED;
viii. WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED; AND
ix. YOU FULLY AGREE AND UNDERSTAND THAT BEDMATCH IS NOT RESPONSIBLE FOR YOUR SATISFACTION WITH THE CARE SEVICES, PROVIDERS, PROVIDER LOCATION(S), REFERRAL AGENT(S) AND/OR CLIENT(S) AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT OUR PRODUCTS OR SERVICES WILL PRODUCE ANY PARTICULAR RESULT FOR YOU.
THE COMPANY SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY ADVICE THAT MAY LEAD TO PHYSICAL DAMAGE, OR INJURY. ANY CONTENT OR SOFTWARE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK. THE COMPANY SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT OR SOFTWARE.
IN THE EVENT OF ANY FAILURE OF THE APPLICATION TO CONFORM TO AN APPLICABLE WARRANTY, IF ANY DOES EXIST, WHICH THIS PARAGRAPH DOES NOT EXPRESSLY CREATE, THEN YOU MAY NOTIFY ANY “PLATFORM,” AND ANY “PLATFORM” MAY REFUND THE COSTS OF PURCHASES MADE THROUGH THE APPLICATION TO YOU; AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY PLATFORM WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS, OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO ANY WARRANTY WILL BE THE COMPANY’S SOLE RESPONSIBILITY, IF AT ALL.
17. LIMITATION ON LIABILITY.
UNDER NO CIRCUMSTANCES SHALL THE COMPANY, AND ITS EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES, INCLUDING, BUT NOT LIMITED TO ANY PLATFORM AND THE VENDORS, BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE APPLICATION, SERVICES, AND/OR THESE TERMS. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE APPLICATION IS TO STOP USING THE APPLICATION. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE APPLICATION OR ANY LINKS ON THE APPLICATION, INCLUDING THOSE PROVIDED BY THE COMPANY, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE APPLICATION OR ANY LINKS ON THE APPLICATION, AND ALSO TO PHYSICAL DAMAGES OR INJURY SUFFERED AS A RESULT OF ANY INFORMATION, ADVICE, OR THE LIKE RECEIVED BY YOU EITHER DIRECTLY OR INDIRECTLY FROM THE APPLICATION. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD-PARTY, USER-GENERATED CONTENT, OR CONDUCT OF A THIRD-PARTY ON THE APPLICATION, OR ANY OTHER USERS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE COMPANY AND ITS EMPLOYEES, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE APPLICATION, OR IN ANY WAY RELATED TO THESE TERMS, MUST BE FILED WITHIN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED.
IN SOME JURISDICTIONS LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING, THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
18. DISPUTES INVOLVING THE COMPANY.
18.1 Pre-Arbitration Dispute Resolution.
The Company is always interested in resolving disputes amicably and efficiently, and most customer concerns with BedMatch can be resolved quickly and to the customer’s satisfaction by emailing us at admin@bedmatch.health. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice should be sent to admin@bedmatch.health (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and You do not resolve the claim within sixty (60) calendar days after the Notice is received, You or the Company may commence an arbitration proceeding.
18.2 Prohibition of Class and Representative Actions and Non-Individualized Relief.
YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
18.3 In the event that a lawsuit is filed, or a claim is made and demanded, by You, or on Your behalf in any form whatsoever, against a User of the Application, and the Company needs to seek legal counsel for any involvement in the matter, You or Your legal representative shall pay for all legal fees incurred by the Company relating thereto. In such matters, and in any other matter in which You are liable to the Company for payment of attorneys’ fees, as set forth herein, or otherwise permitted by law, nothing contained in These Terms, including this clause, shall in any way limit the Company’s right to hire legal counsel of its choice.
19. TERMINATION.
The Company reserves the right in its sole discretion and at any time to terminate, revoke, or suspend your Account and/or block your access to the Application for any reason including, without limitation if you have failed to comply with the letter, intention, or spirit of These Terms. You agree that the Company and a Platform shall not be liable to you or any Third-Party for any termination or suspension of your account or for blocking Your access to the Application and/or any User-Generated Content that may reside there that was generated by You. You agree that You have no rights or interests in any information, data, or functionality of the Application.
You may suspend or terminate your use of the BedMatch Service at any time and for any reason. If you wish to deactivate your account, please contact BedMatch. Note that if you have any outstanding payment obligations, those will survive suspension or termination of your account.
The Company shall have no obligation to retain, preserve or maintain any User-Generated Content or any other information related to Your Account following Your termination of an Account.
Any suspension or termination shall not affect Your obligations to the Company under These Terms. The provisions of These Terms, which by their nature survive the suspension or termination of Your account and access of the Application, including, but not limited to the rights and licenses that You have granted hereunder, indemnities, releases, disclaimers, limitations on liability, and provisions related to choice of law. Notwithstanding any termination, the license You grant the Company to your User-Generated Content shall survive any termination and persist pursuant to the terms thereof.
20. CHOICE OF LAW; MANDATORY ARBITRATION.
THESE TERMS, THE APPLICATION, AND/OR ANY DISPUTE ARISING THEREFROM SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS. THE PARTIES WAIVE ANY OTHER VENUE TO WHICH EITHER PARTY MIGHT BE ENTITLED BY DOMICILE OR OTHERWISE. THE COMPANY MAKES NO REPRESENTATION THAT MATERIALS ON THE APPLICATION ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER PROVIDER LOCATIONS. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS, YOU HEREBY AGREE THAT ALL DISPUTES ARISING OR TOUCHING THESE TERMS OR THE APPLICATION SHALL PROMPTLY BE SUBMITTED TO ARBITRATION IN THE STATE OF TEXAS, BEFORE ONE ARBITRATOR IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR MAY ASSESS COSTS IN FAVOR OF THE COMPANY ONLY, INCLUDING ATTORNEYS’ FEES ACTUALLY INCURRED, IN SUCH MANNER AS THE ARBITRATOR DEEMS FAIR AND EQUITABLE. THE AWARD OF THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES, AND JUDGMENT UPON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF THESE TERMS, THE APPLICATION, AND/OR ANY DISPUTE ARISING THEREFROM.
International Use and Compliance with Local Laws. The BedMatch Service is controlled and operated from the United States, and is not intended to subject the Company to the laws or jurisdiction of any country or territory other than the United States. The Company makes no representations or warranties that the Application, BedMatch Services, or any content or features thereof are appropriate, lawful, or available for use in locations outside the United States. If You access or use the Application from outside the United States, You do so at Your own initiative and are responsible for compliance with all local laws, regulations, and rules applicable to such access and use, including but not limited to laws relating to data privacy, personal information, online conduct, and acceptable content. Without limiting the foregoing, You agree that Your use of the Application and BedMatch Services shall at all times comply with all applicable export control laws and regulations of the United States and any other applicable jurisdiction. The Company reserves the right to limit the availability of the Application or any part thereof to any person, geographic area, or jurisdiction at any time in its sole discretion.
21. MISCELLANEOUS.
21.1 EXPORT CONTROL.
You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction(s) in which the Application was obtained. You represent and warrant that You are not: (i) located in any 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; or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that You will not use the Application for any purposes prohibited by United States law.
21.2 DISSOLUTION, MODIFICATION, AND MAINTENANCE.
Modifications to These Terms or Additional Terms (as hereinafter defined) will be effective immediately upon notice, either by posting on the Application, posting on the Apple App Store, Google App page for the Company, by notification by email or conventional mail, or any other method allowed for by These Terms. It is your responsibility to review These Terms and the Application from time to time for any changes or Additional Terms. Your access and use of any the Application following any modification of These Terms or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms or to any Additional Terms, You may terminate your Account as provided above or, if You do not have an Account, Your only recourse is to immediately discontinue use of the Application. The Company, and not a Platform, is solely responsible for any maintenance or support that may be required regarding the Application, as set forth herein, or required by applicable law. You hereby acknowledge that a Platform has no obligation whatsoever to furnish any maintenance or support services with respect to the Application.
21.3 ADDITIONAL TERMS.
The Company reserves the right to provide You with operating rules or Additional Terms that may govern Your use of the Application generally, specifically, in whole, in part, or any combination thereof (“Additional Terms”). Any Additional Terms that we may provide to You will be incorporated by reference into These Terms. To the extent any Additional Terms conflict with These Terms, the Additional Terms will control.
21.4 SEVERABILITY.
If any part of These Terms is held to be legally unenforceable by a court of competent jurisdiction, the remainder may still be enforced as if These Terms were written without said unenforceable portions.
21.5 INTEGRATION.
No terms, not herein contained, will be construed to be enforceable under These Terms, unless with the express written consent of the Company. These Terms, including the Privacy Policy, Copyright Policy, and any Additional Terms, shall constitute the full agreement between You and the Company, and may not be amended except as may otherwise be provided for herein.
21.6 ASSIGNMENT.
Except as permitted herein otherwise, You shall not assign These Terms or any rights or obligations herein without the prior written consent of the Company, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect; however, the Company may assign These Terms freely without notice to You.
21.7 WAIVER.
Except as provided herein, the failure to exercise a right or require performance of an obligation under These Terms shall not affect the Company’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute waiver of any subsequent breach.
21.8 HEADINGS.
The section titles or headings in These Terms are for convenience only and have no legal or contractual effect.
21.9 RELATIONSHIP.
Nothing contained in These Terms shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
21.10 FORCE MAJEURE.
The Company shall not be liable for any default, delay in the performance of any of its obligations under These Terms, or Your inability to access the Application and/or any User- Generated Content if such default or delay is caused, directly or indirectly, by forces beyond the Company’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications (including third party integrations related to social media, server malfunctions, or any other mechanical, electronic, or communication error), power outages, supply shortages or the failure of any Third Party to perform any commitment relating to the production or delivery of any equipment or material required for the Company to perform its obligations hereunder. Also, in such an event, the cancellation policies described herein may not apply and BedMatch may, in its reasonable discretion, issue refunds under terms that vary from a Service Provider’s selected cancellation policy. The parties have specifically considered force majeure scenarios— including, but not limited to, pandemic, civil unrest and/or governmental action and agree that such shall excuse the Company from performance under These Terms.
21.11 COMPLAINTS OR COMMENTS.
Any complaints or comments regarding the Application should be directed to the Company at: admin@bedmatch.health.
21.12 Availability, Maintenance, and Service Interruptions.
BedMatch strives to maintain the availability and performance of the Application but does not guarantee uninterrupted or error-free operation. The Application may be subject to temporary downtime due to maintenance, updates, system failures, or events beyond our control. We reserve the right to suspend, modify, or discontinue the Application (in whole or in part) at any time without notice. You agree that BedMatch shall not be liable for any losses, damages, or inconveniences resulting from downtime or service interruptions.
22. THIRD-PARTY BENEFICIARY.
You hereby acknowledge and agree that a Platform, and a Platform’s subsidiaries, are third-party beneficiaries of These Terms, and that, upon Your acceptance of These Terms, a Platform will have the right (and will be deemed to have accepted the right) to enforce These Terms against You as a third-party beneficiary thereof.
23. NOTICE.
The Company may give notice by means of a general notice by posting on the Application, posting on the Apple App Store or Google App page for the Company, by e-mail to your e-mail address on record in the Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in the Company’s account information. Such notice shall be deemed to have been given immediately after mailing, emailing or posting. You may give notice to the Company, which shall be deemed given when actually received by the Company, at any time by a written communication delivered by nationally recognized overnight delivery service or first class postage prepaid mail to the Company at the following address: BedMatch Pro, LLC, ATTN: LEGAL, admin@bedmatch.health. All communications and notices to be made or given pursuant to These Terms shall be in the English language.
24. Copyright Infringement
BedMatch follows the procedures of the Digital Millennium Copyright Act. We will respond to claims of copyright infringement that are reported in accordance with this Section. It is our policy, in appropriate circumstances, to deactivate or terminate the access of users who repeatedly infringe or are repeatedly charged with infringing others’ copyrights or other intellectual property rights. If you believe in good faith that your copyrighted work has been infringed by content posted on the BedMatch Service, please provide our designated copyright agent with a written notice that includes all of the following information:
- A description of the copyrighted work you believe to have been infringed;
- A description of the URL or other Provider Location on our Site of the material you believe to be
infringing; - Your name, mailing address, telephone number and email address;
- A statement that you have a good faith belief that the disputed use is not authorized by the
copyright - owner, its agent, or the law;
- A statement by you, which you make under penalty of perjury, that the above information in your
notice is accurate, and that you are the copyright owner or authorized to act on the copyright
owner’s behalf; and - An electronic or physical signature of the person authorized to act on behalf of the copyright
owner.
Our designated agent for notice of copyright infringement can be reached at:
BedMatch Pro, LLC.
Attention: Copyright Notice
admin@BedMatch.health
These Terms were last revised on December 14, 2025.
